i-vcap shariah enhanced yield fund
TRANSCRIPT
INFORMATION MEMORANDUM This Information Memorandum is dated 13 February 2017
i-VCAP SHARIAH ENHANCED YIELD FUND (Constituted on 26 January 2017)
Launch date: 13 February 2017 MANAGER: i-VCAP Management Sdn Bhd (792968-D) TRUSTEE: AmanahRaya Trustees Berhad (766894-T)
SOPHISTICATED INVESTORS ARE ADVISED TO READ THIS INFORMATION MEMORANDUM AND OBTAIN PROFESSIONAL ADVICE BEFORE SUBSCRIBING TO UNITS OF THE FUND. UNITS OF THE i-VCAP SHARIAH ENHANCED YIELD FUND CAN ONLY BE SOLD TO SOPHISTICATED INVESTORS.
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Responsibility Statements
This Information Memorandum has been seen and approved by the directors of i-VCAP Management Sdn Bhd and they collectively and individually accept full responsibility for the accuracy of all information contained herein and confirm, having made all enquiries which are reasonable in the circumstances, that to the best of their knowledge and belief, there are no other facts omitted which would make any statement herein misleading.
Statements of Disclaimer
The Securities Commission Malaysia will not be liable for any non-disclosure on the part of the Manager and takes no responsibility for the contents of this Information Memorandum, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon the whole or any part of the content of this Information Memorandum.
SOPHISTICATED INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IN CONSIDERING THE INVESTMENT, SOPHISTICATED INVESTORS WHO ARE IN DOUBT AS TO THE ACTION TO BE TAKEN SHOULD CONSULT THEIR PROFESSIONAL ADVISERS IMMEDIATELY. Additional Statements
Sophisticated Investors should note that they may seek recourse under the Capital Markets and Services Act 2007 for breaches of securities laws including any statement in the Information Memorandum that is false, misleading, or from which there is a material omission; or for any misleading or deceptive act in relation to the Information Memorandum or the conduct of any other person in relation to the Fund. The Fund will not be offered for sale in any country or jurisdiction other than in Malaysia. However, investors are required to declare that they are a U.S. Person to the Manager before making an investment in the Fund. The i-VCAP Shariah Enhanced Yield Fund has been certified as being Shariah-compliant by the Shariah Adviser.
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Table of Contents
(1) DEFINITIONS .................................................................................................... 1
(2) CORPORATE DIRECTORY ..................................................................................... 5
(3) INFORMATION ON THE FUND ................................................................................ 6
3.1 FUND TYPE ............................................................................................. 6 3.2 FUND CATEGORY ........................................................................................ 6 3.3 FINANCIAL YEAR END ................................................................................... 6 3.4 INITIAL OFFER PERIOD .................................................................................. 6 3.5 INITIAL OFFER PRICE .................................................................................... 6 3.6 COMMENCEMENT DATE .................................................................................. 6 3.7 DEED .................................................................................................... 7 3.8 INVESTMENT OBJECTIVE ................................................................................. 7 3.9 INVESTOR PROFILE ...................................................................................... 7 3.10 ASSET ALLOCATION ..................................................................................... 7 3.11 PERFORMANCE BENCHMARK ............................................................................. 8 3.12 INVESTMENT STYLE & STRATEGY ........................................................................ 8 3.13 PERMITTED INVESTMENTS ............................................................................... 8 3.14 INVESTMENT RESTRICTION AND LIMIT .................................................................... 8 3.15 VALUATION OF INVESTMENT ............................................................................. 9 3.16 SHARIAH INVESTMENT GUIDELINES ...................................................................... 9
(4) RISK FACTORS ................................................................................................ 11
4.1 GENERAL RISKS OF INVESTING IN THE FUND ............................................................ 11 4.2 SPECIFIC RISKS OF THE FUND ........................................................................... 11 4.3 RISK MANAGEMENT STRATEGIES AND TECHNIQUES ...................................................... 12
(5) FEES, CHARGES AND EXPENSES .......................................................................... 13
5.1 SALES CHARGE ......................................................................................... 13 5.2 REDEMPTION CHARGE .................................................................................. 13 5.3 TRANSFER FEE ......................................................................................... 13 5.4 SWITCHING FEE ........................................................................................ 13 5.5 MANAGEMENT FEE ..................................................................................... 13 5.6 TRUSTEE FEE .......................................................................................... 14 5.7 FUND EXPENSES ........................................................................................ 14
(6) TRANSACTION INFORMATION ............................................................................. 16
6.1 VALUATION POINT ..................................................................................... 16 6.2 COMPUTATION OF NAV ................................................................................ 16 6.3 PRICING OF UNITS ..................................................................................... 16 6.4 ERROR IN PRICING ..................................................................................... 17
(7) TRANSACTION DETAILS ..................................................................................... 17
7.1 MAKING AN INVESTMENT ............................................................................... 17 7.2 REDEMPTION OF UNITS ................................................................................. 18 7.3 TRANSFER OWNERSHIP OF UNITS ....................................................................... 19 7.4 SWITCHING BETWEEN FUNDS ........................................................................... 19 7.5 INCOME DISTRIBUTION POLICY AND DISTRIBUTION MODE ............................................... 20 7.6 UNCLAIMED MONIES .................................................................................... 20 7.7 UNCLAIMED INCOME DISTRIBUTION ..................................................................... 20
(8) THE MANAGER ................................................................................................ 21
8.1 BACKGROUND INFORMATION ........................................................................... 21 8.2 FUNCTIONS, DUTIES AND RESPONSIBILITIES OF THE MANAGER .......................................... 21
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8.3 BOARD OF DIRECTORS OF THE MANAGER ............................................................... 21 8.4 KEY PERSONNEL OF THE MANAGER ..................................................................... 21 8.5 DESIGNATED FUND MANAGER .......................................................................... 22
(9) THE TRUSTEE ................................................................................................. 22
9.1 ABOUT AMANAHRAYA TRUSTEES BERHAD .............................................................. 22 9.2 EXPERIENCE IN TRUSTEE BUSINESS ...................................................................... 22 9.3 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE ........................................................ 22
(10) THE SHARIAH ADVISER ..................................................................................... 23
10.1 ABOUT IBFIM .......................................................................................... 23 10.2 ROLES AND RESPONSIBILITIES OF THE SHARIAH ADVISER ................................................ 23 10.3 PROFILE OF THE SHARIAH TEAM ........................................................................ 24
(11) SALIENT TERMS OF THE DEED ............................................................................ 25
11.1 UNIT HOLDERS’ RIGHTS AND LIABILITIES ............................................................... 25 11.2 TERMINATION OF THE FUND ............................................................................ 25 11.3 POWER TO CALL FOR A MEETING ...................................................................... 25
(12) COMMUNICATION WITH UNIT HOLDERS ................................................................. 26
12.1 STATEMENT OF ACCOUNTS ............................................................................. 26 12.2 UNIT PRICE ............................................................................................ 26 12.3 FINANCIAL REPORTS .................................................................................... 26 12.4 CUSTOMER INFORMATION SERVICE...................................................................... 27
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(1) DEFINITIONS
In this Information Memorandum, the following abbreviations or words shall have the following meanings unless otherwise stated:
Act
means the Capital Markets and Services Act 2007, including all amendments thereto and all regulations, rules and guidelines issued in connection therewith.
Assets of the Fund include the Investments of the Fund and all amounts due to the Fund.
Auditors means the auditors of the Fund.
BNM means Bank Negara Malaysia.
Business Day
means a day (other than a Saturday, Sunday or public holiday) on which banks in Kuala Lumpur are open for business.
Deed means the deed in respect of the Fund and any other supplemental deed that may be entered into between the Manager and the Trustee.
Development Financial Institution
has the same meaning assigned to it under the Development Financial Institutions Act 2002.
Financial Institution means:
(a) if the institution is in Malaysia-
(i) Licensed Bank;
(ii) Licensed Investment Bank;
(iii) Development Financial Institution; or
(iv) Licensed Islamic Bank;
(b) if the institution is outside Malaysia, any institution that is licensed, registered, approved or authorised by the relevant banking regulator to provide financial services.
Fund means i-VCAP Shariah Enhanced Yield Fund.
GST means goods and services tax.
Guidelines
means the Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework issued by the SC and any other relevant guidelines issued by the SC.
Information Memorandum means the information memorandum of this Fund.
Investments of the Fund mean the purchases of or by the Fund as permitted by the Deed, the Information Memorandum and any relevant law.
Initial Offer Period means the period during which Units of the Fund are
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offered for sale at the Initial Offer Price.
Initial Offer Price means a fixed price payable by an applicant for Units purchased during the Initial Offer Period.
Islamic Deposits
has the same meaning as defined in the Islamic Financial Services Act 2013.
Licensed Bank has the same meaning assigned to it under the Financial Services Act 2013.
Licensed Investment Bank has the same meaning assigned to it under the Financial Services Act 2013.
Licensed Islamic Bank
has the same meaning assigned to it under the Islamic Financial Services Act 2013.
Manager or i-VCAP refers to i-VCAP Management Sdn Bhd (792968-D).
MARC means Malaysian Rating Corporation Berhad (364803-V).
Net Asset Value or NAV means the total value of the Fund’s assets minus its liabilities at the valuation point.
NAV per Unit means the NAV of the Fund divided by the total number of Units in circulation at the valuation point.
RAM means RAM Rating Services Berhad (763588-T).
RM means Ringgit Malaysia.
SAC refers to the Shariah Advisory Council of SC and/or BNM.
SC refers to the Securities Commission Malaysia.
Shariah means Islamic law comprising the whole body of rulings pertaining to human conducts derived from sources of Shariah.
Shariah Adviser refers to IBFIM (763075-W).
Shariah requirements means a phrase or expression which generally means making sure that any human conduct must not involve any elements which are prohibited by the Shariah and that in performing that conduct all the essential elements that make up the conduct must be present and each essential element must meet all the necessary conditions required by the Shariah for that element.
Short to Medium-Term means a period of less than five (5) years.
Sukuk refers to certificates of equal value which evidence undivided ownership or investment in the assets using Shariah principles and concepts endorsed by the SAC.
Sophisticated Investor refers to:-
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1. an individual whose total net personal assets, or total net joint assets with his or her spouse, exceed RM3 million or its equivalent in foreign currencies, excluding the value of the individual’s primary residence;
2. an individual who has a gross annual income exceeding RM300,000 or its equivalent in foreign currencies per annum in the preceding 12 months;
3. an individual who, jointly with his or her spouse, has a gross annual income exceeding RM400,000 or its equivalent in foreign currencies per annum in the preceding 12 months;
4. a corporation with total net assets exceeding RM10 million or its equivalent in foreign currencies based on the last audited accounts;
5. a partnership with total net assets exceeding RM10 million or its equivalent in foreign currencies;
6. a unit trust scheme or prescribed investment scheme; 7. a private retirement scheme; 8. a closed-end fund approved by the SC; 9. a company that is registered as a trust company under
the Trust Companies Act 1949 which has assets under management exceeding RM10 million or its equivalent in foreign currencies;
10. a corporation that is a public company under the Companies Act 1965 which is approved by the SC to be a trustee under the Act and has assets under management exceeding ten million ringgit or its equivalent in foreign currencies;
11. a statutory body established by an Act of Parliament or an enactment of any State;
12. a pension fund approved by the Director General of Inland Revenue under section 150 of the Income Tax Act 1967;
13. Central Bank of Malaysia established under the Central Bank of Malaysia Act 2009;
14. a holder of a capital markets services license or an executive director or a chief executive officer of a holder of a capital markets services license;
15. a licensed institution as defined in the Financial Services Act 2013;
16. an Islamic bank as defined in the Islamic Financial Services Act 2013;
17. an insurance company registered under the Financial Services Act 2013;
18. a takaful operator registered under the Islamic Financial Services Act 2013;
19. a bank licensee or insurance licensee as defined under the Labuan Financial Services and Securities Act 2010; or
20. an Islamic bank licensee or takaful licensee as defined under the Labuan Islamic Financial Services and Securities Act 2010.
Special Resolution means a resolution passed at a meeting of Unit Holders duly convened in accordance with the Deed by a majority of not less than three-fourths of the Unit Holders present and voting at the meeting in person or by proxy; for the
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avoidance of doubt, “three-fourths of the Unit Holders present and voting” means three-fourths of the votes cast by the Unit Holders present and voting; for the purposes of winding-up the Fund, “Special Resolution” means a resolution passed at a meeting of Unit Holders duly convened in accordance with the Deed by a majority in number holding not less than three-fourths of the value of the votes cast by the Unit Holders present and voting at the meeting in person or by proxy.
Trustee refers to AmanahRaya Trustees Berhad (766894-T).
Unit(s)
refers to an undivided share in the beneficial interest and/or right in the Fund and a measurement of the interest and/or right of a Unit Holder in the Fund.
Unit Holder(s) means the person registered as a holder of a Unit or Units including persons jointly registered for the Fund.
U.S. (United States) Person(s)
means: (a) a U.S. citizen (including those who hold dual
citizenship or a greencard holder); (b) a U.S. resident alien for tax purposes; (c) a U.S. partnership; (d) a U.S. corporation; (e) any estate other than a non-U.S. estate; (f) any trust if:
(i) a court within the U.S. is able to exercise primary supervision over the administration of the trust; and
(ii) one or more U.S. Persons have the authority to control all substantial decisions of the trust;
(g) any other person that is not a non-U.S. Person; or (h) any definition as may be prescribed under the
Foreign Account Tax Compliance Act, as may be amended from time to time.
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(2) CORPORATE DIRECTORY
MANAGER i-VCAP Management Sdn Bhd REGISTERED/BUSINESS OFFICE
Level 9, Block B, HP Towers No. 12, Jalan Gelenggang Bukit Damansara 50490 Kuala Lumpur Malaysia Tel. No.:(+603) 2093 7119 Fax No.: (+603) 2094 7119
BOARD OF DIRECTORS
Rosli Bin Abdullah Chairman / Independent Non-Executive Director Sharifatu Laila Binti Syed Ali Non-Independent Non-Executive Director Nik Amlizan Binti Mohamed Non-Independent Non-Executive Director Hassan Bin Ibrahim Independent Non-Executive Director Tunku Afwida Binti Tunku A. Malek Independent Non-Executive Director Datuk Hj. Mohd. Nasir Bin Hj. Ali Independent Non-Executive Director Mahdzir Bin Othman Non-Independent Executive Director / Chief Executive Officer
COMPANY SECRETARIES
Firdaus Bin Ahmad Radhi Mirza Binti Mohamad
INVESTMENT COMMITTEE
Tunku Afwida Binti Tunku A. Malek Chairman/Independent Member Hassan Bin Ibrahim Independent Member Shaharin Bin Md. Hashim Non-Independent Member
TRUSTEE AmanahRaya Trustees Berhad
REGISTERED OFFICE
Tingkat 11, Wisma AmanahRaya No.2, Jalan Ampang 50508 Kuala Lumpur
BUSINESS OFFICE Tingkat 2, Wisma AmanahRaya II No. 21, Jalan Melaka 50100 Kuala Lumpur
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AUDITORS AND REPORTING ACCOUNTANTS
PricewaterhouseCoopers Level 10, 1 Sentral, Jalan Rakyat, KL Sentral 50706 Kuala Lumpur
TAX CONSULTANT PricewaterhouseCoopers Taxation Services Sdn Bhd
Level 10, 1 Sentral, Jalan Rakyat, KL Sentral 50706 Kuala Lumpur
SHARIAH ADVISER IBFIM 3rd Floor, Menara Takaful Malaysia
Jalan Sultan Sulaiman 50000 Kuala Lumpur
SOLICITORS Wei Chien & Partners Level 29, Tower A Vertical Business Suite Avenue 3 Bangsar South No. 8, Jalan Kerinchi 59200 Kuala Lumpur
(3) INFORMATION ON THE FUND 3.1 Fund Type
Income.
3.2 Fund Category
Fixed Income (Shariah). 3.3 Financial Year End
30th April.
3.4 Initial Offer Period
Sixteen (16) days from the launch date of the Fund.
3.5 Initial Offer Price
RM1.00 per Unit.
3.6 Commencement Date The next Business Day after the expiry of the Initial Offer Period. The Manager may decide to not proceed with the commencement of the Fund in the event Units subscribed during the Initial Offer Period are below Twenty Million
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(20,000,000). Should it occur, the Manager shall refund the investment amount to the respective investor within five (5) Business Days after the end of the Initial Offer Period. In any event, the Manager has the sole discretion to delay and/or not to proceed with the commencement of the Fund even if the Units subscribed are above Twenty Million (20,000,000) should the Manager be of the opinion that it is and/or may not be viable to proceed due to a material adverse change in the economic, social and/or political situation in Malaysia including but not limited to the adversities in the domestic and international financial market prior to the commencement date, provided always that the Manager’s discretion to commence at a later date is undertaken to the benefit of the investors and the commencement date will be notified to the Unit Holders in writing.
3.7 Deed
Deed dated 26 January 2017.
3.8 Investment Objective
The Fund aims to provide liquidity and income distribution* while maintaining capital preservation to investors. Note: * Income distribution (if any) will be in the form of additional Units or cash.
3.9 Investor Profile The Fund is suitable for Sophisticated Investors who:
(i) have a Short to Medium-Term investment horizon; and
(ii) seek income distribution. 3.10 Asset Allocation
% of the NAV of the Fund
Short-term RM-denominated Islamic money market instruments, Islamic Deposits and/or Islamic investment accounts with Financial Institutions and Islamic commercial papers that have a maturity period of not more than 365 days
At least 70%
Medium-term listed and/or unlisted RM-denominated Sukuk issued and/or offered within Malaysia
Up to 30%
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3.11 Performance Benchmark Maybank’s 1-month Fixed Deposit-i profit rate.
The information on the performance benchmark can be obtained from www.maybank2u.com.my. Note: The risk profile of the Fund is different from the risk profile of the performance benchmark.
3.12 Investment Style & Strategy
The Fund seeks to achieve its investment objective by investing at least 70% of the NAV of the Fund in short-term RM-denominated Islamic money market instruments with a minimum rating of P1 by RAM or MARC-1 by MARC, Islamic Deposits and/or Islamic investment accounts with Financial Institutions and Islamic commercial papers with a minimum rating of P1 by RAM or MARC-1 by MARC that have a maturity period of not more than 365 days. The Fund will also be investing up to 30% of the NAV of the Fund in listed and/or unlisted RM-denominated Sukuk with a rating of AA by RAM or MARC issued and/or offered within Malaysia.
3.13 Permitted Investments
Unless otherwise prohibited by the relevant authorities or any relevant laws and provided always that there is no inconsistency with the objective of the Fund, the Fund will invest in the following permitted investments: (1) Islamic money market instruments;
(2) Islamic Deposits and/or Islamic investment accounts;
(3) Sukuk;
(4) Islamic commercial papers; and
(5) any other form of Shariah-compliant instruments as may be agreed upon by the
Manager and the Trustee from time to time that are in line with the Fund’s objective.
3.14 Investment Restriction and Limit
(1) The Fund’s investments in Islamic money market instruments, Islamic Deposits and/or Islamic investment accounts and Islamic commercial papers in any single issuer must not exceed 50% of the Fund’s NAV.
(2) The Fund’s investments in Sukuk issued by any single issuer must not exceed 20%
of the Fund’s NAV. (3) The single issuer limit in item (2) may be increased to 30% if the permitted
investments are issued by the Malaysian government. (4) The Fund will invest in Sukuk with a rating of AA by RAM or MARC.
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(5) The Fund will invest in Islamic money market instruments and Islamic commercial papers with a minimum rating of P1 by RAM or MARC-1 by MARC.
3.15 Valuation of Investment
The valuation bases of the permitted investments of the Fund are as follows:
Islamic money market instruments including Islamic commercial papers Islamic money market instruments including Islamic commercial papers are valued each day at cost, adjusted for amortisation of premium or accretion of discount over their par value at the time of acquisition, less provision for any diminution in value. Islamic Deposits and/or Islamic investment accounts Placement in Islamic Deposits and/or Islamic investment accounts with Financial Institutions are valued each day by reference to the value of such investments and the profit accrued thereon for the relevant period. Listed Sukuk Investments in listed Sukuk are valued daily based on the last traded price quoted on an organised exchange. However, if:- (a) valuation based on the market price does not represent the fair value of the
listed Sukuk, for example during abnormal market conditions; or (b) no market price is available, including in the event of a suspension in the
quotation of listed Sukuk for a period exceeding fourteen (14) days, or such shorter period as agreed by the Trustee;
the Sukuk would be valued at fair value, as determined in good faith by us based on methods or bases approved by the Trustee after appropriate technical consultation. Unlisted Sukuk Investments in unlisted Sukuk denominated in RM are valued daily at the price quoted by a bond pricing agency (BPA) registered with the SC. Where we are of the view that the price quoted by BPA for a specific unlisted Sukuk differs from the market price by more than 20 basis points, we may use the market price, provided that we: (a) record its basis for using a non-BPA price; (b) obtain necessary internal approvals to use the non-BPA price; and (c) keep an audit trail of all decisions and basis for adopting the market yield.
3.16 Shariah Investment Guidelines
The following matters are adopted by IBFIM in determining the Shariah status of investments of the Fund.
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INVESTMENT IN MALAYSIA Sukuk and Islamic Money Market Instruments:
IBFIM will verify any Sukuk and/or Islamic money market instruments based on the data available at Bond Info Hub (www.bondinfo.bnm.gov.my) and Fully Automated System For Issuing/Tendering (https://fast.bnm.gov.my).
Cleansing Process for the Fund
Wrong Investment
This refers to Shariah non-compliant investment made by the Manager. The said investment will be disposed of or withdrawn with immediate effect. In the event that the investment resulted in gain (through capital gain and/or dividend or profit), the gain is to be channelled to baitulmal or any other charitable bodies as advised by the Shariah Adviser. If the disposal of the investment resulted in losses to the Fund, the losses are to be borne by the Manager.
Zakat (tithe) for the Fund
The Fund does not pay zakat on behalf of Muslim individuals and Islamic legal entities who are investors of the Fund. Thus, investors are advised to pay zakat on their own.
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(4) RISK FACTORS This section provides potential investor with information on the general risks involved when investing in the Fund and the specific risk associated with the Fund. 4.1 General Risks of Investing in the Fund
Market risk
Market risk refers to the possibility that an investment will lose value because of a general decline in financial markets, due to economic, political and/or other factors, which will result in a decline in the Fund’s NAV. Liquidity risk Liquidity risk refers to the ease of liquidating an asset depending on the asset’s volume traded in the market. If the Fund holds assets that are illiquid, or are difficult to dispose of, the value of the Fund will be negatively affected when it has to sell such assets at unfavourable prices. Manager’s risk This risk refers to the day-to-day management of the Fund by the Manager which will impact the performance of the Fund. For example, investment decisions undertaken by the Manager, as a result of an incorrect view of the market or any non-compliance with internal policies, investment mandate, the Deed, relevant law or guidelines due to factors such as human error or weaknesses in operational process and systems, may adversely affect the performance of the Fund.
4.2 Specific Risks of the Fund Interest rate risk
This refers to the risk that the investment value of the Fund may generally be reduced due to a rise in future interest rates. Interest rate risk is particularly borne by assets that have exposure to interest rate movement, such as Islamic money market instruments or Sukuk. In the event that Sukuk is held till maturity, the interest rate changes will not affect the yields of the Sukuk. However, investors should be aware that whether the Fund will hold any Sukuk until maturity will depend on actual and expected changes in interest rates. Profit rates in Islamic money market instruments will fluctuate according to the overnight policy rate determined by Bank Negara Malaysia. On the other hand, Sukuk are tradable and therefore, fluctuation of the Sukuk profit rates will be determined by supply and demand for such investments in the trading market. Islamic money market instruments and Sukuk valuation generally moves inversely with interest rates, the valuation will decline when interest rate rises or are expected to rise. The price volatility is normally greater for longer-tenure asset rather than shorter-tenure asset as they are more sensitive to interest rate changes. The return of Islamic Deposits and/or Islamic investment accounts moves in tandem with fluctuations in interest rates. In the event of a decrease in interest rates, the returns of any new placements in Islamic Deposits and/or Islamic investment accounts will also decrease. When interest rates rise, profit income for any new placements in Islamic Deposits and/or Islamic investment accounts will also increase.
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The Manager attempts to mitigate the interest rate risk of the Fund by managing the duration structure of the assets according to the Manager's view of the future interest rate trend. When interest rates are expected to increase, the Fund will switch to assets with shorter duration and are less sensitive to interest rate changes. The above interest rate is a general economic indicator that will have an impact on the management of the Fund regardless whether it is a Shariah-compliant fund or otherwise. It does not in any way suggest that the Fund will invest in conventional financial instruments. All the investments carried out for the Fund are in accordance with Shariah requirements. Default risk This risk relates to the creditworthiness of a Financial Institution or an issuer and its expected ability to make timely payments of profit and/or principal. Any adverse situations faced by the Financial Institution or issuer may impact the value as well as liquidity of the Islamic Deposits and/or Islamic investment accounts, Islamic money market instruments or Sukuk. In the event a Financial Institution or an issuer defaults on its obligations, i.e. unable to service timely payments of profit and/or pay the principal amount upon maturity, this may result in the loss of capital and/or income, thus reducing the value of the Fund. The Manager will conduct ongoing monitoring of the Financial Institution’s or issuer’s credit ratings. Inflation risk This is the risk that investors’ investment in the Fund may not grow or generate income at a rate that keeps pace with inflation. This would reduce investors’ purchasing power even though the value of the investment in monetary terms has increased. Profit Rate Risk Due to Large Redemptions The Fund’s return may be lower than the prevailing profit rate of the investments of the Fund should the Fund be subjected to early upliftment of its investments due to large redemptions by Unit Holder(s). The Manager shall mitigate this risk by constantly observing the asset allocation policy and monitoring the market liquidity and pricing of the Fund’s investments.
4.3 Risk Management Strategies and Techniques
The Manager seeks to mitigate the risks associated with the Fund by imposing stringent internal controls, compliance monitoring, and by virtue of its experience, skills and diligence.
It is important to note that events affecting the investments cannot always be foreseen. Therefore, it is not always possible to protect investments against all risks. The asset classes generally exhibit different levels of risks. Please note that the returns of the Fund are not guaranteed.
The investments of the Fund carry risks and Sophisticated Investors are recommended to read the whole Information Memorandum to assess the risks of the Fund.
Sophisticated Investors are reminded that the above list of risks may not be exhaustive and if necessary, they should consult their adviser(s), e.g. their bankers, lawyers or independent professional advisers for a better understanding of the risks.
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(5) FEES, CHARGES AND EXPENSES It is important that Sophisticated Investors fully understand the fees and charges associated with an investment in the Fund. Before making any investment decision, the fees and charges must be considered to assess the pros and cons of investing in the Fund.
Fees and Charges
The following describes the fees and charges that Sophisticated Investors may directly incur:
5.1 Sales Charge Not applicable.
5.2 Redemption Charge
Not applicable.
5.3 Transfer Fee The Manager may impose a transfer fee of not more than RM50.00 for each transfer. The Manager reserves the right to waive the transfer fee.
5.4 Switching Fee Unit Holders may switch Units of the Fund to other funds managed by the Manager and vice versa. Switching fee may be imposed depending on the sales charge of the fund that is switched to. For further details on the switching facility, please refer to section 7.4. Fees And Expenses The fees and expenses indirectly incurred by a Sophisticated Investor when investing in the Fund are as follows:
5.5 Management Fee The Manager is entitled to the management fee of up to 0.35% per annum of the NAV of the Fund, calculated and accrued daily and payable monthly to the Manager. Please note that the example below is for illustration only: Assuming the NAV of the Fund (before deducting the management fee and trustee fee) at the end of day is RM30,000,000.00 with a management fee of 0.35%, then the accrued management fee at the end of day would be:-
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RM30,000,000.00 x 0.35% = RM287.67 per day
365 days GST applicable to the management fee for that day = management fee for that day x GST = RM287.67 x 6% = RM17.26(rounded to 2 decimal points) Management fee for that day charged by the Fund inclusive of GST = RM287.67+ RM17.26 = RM304.93
5.6 Trustee Fee
The Trustee is entitled to a fee of 0.02% per annum of the NAV of the Fund. The trustee fee is calculated and accrued daily and payable monthly to the Trustee. Please note that the example below is for illustration only: Assuming that the NAV of the Fund is RM30,000,000.00 at the end of day, the accrued trustee fee at the end of day would be:- RM30,000,000.00 x 0.02% = RM16.44 per day
365 days GST applicable to the trustee fee for that day = trustee fee for that day x GST = RM16.44 x 6% = RM0.99 (rounded to 2 decimal points) Trustee fee for that day charged by the Fund inclusive of GST = RM16.44 + RM0.99 = RM17.43
5.7 Fund Expenses Only fees and expenses that are directly related and necessary in operating and administering the Fund may be charged to the Fund as stated in and in accordance to the Deed, which include but are not limited to the following:
Charges incurred in effecting dealings in the Shariah-compliant investments of the
Fund;
Tax and other duties charged on the Fund by the government of Malaysia and other regulatory authorities, e.g. any tax such as GST and/ or other indirect or similar tax now or hereafter imposed by law or required to be paid in connection with any costs, fees and expenses may be charged to the Fund;
Costs, fees and other expenses properly payable to the Auditors and tax agents
appointed for the Fund;
Costs, fees and expenses incurred for the modification of the Fund other than those for the benefit of the Manager and/or Trustee;
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Cost incurred for any meeting of Unit Holders other than those convened by, or for the benefit of the Manager and/or Trustee;
Other fees/expenses directly related to the Fund such as printing and publishing quarterly and annual reports; and/or
Any other fees/expenses permitted in the Deed.
Expenses related to the issuance of this Information Memorandum will be borne by the Manager.
There are fees and charges involved and Sophisticated Investors are advised to consider the fees and charges before investing in the Fund. The rates and amounts disclosed under Chapter 5 “Fees, Charges and Expenses”
are exclusive of GST.
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(6) TRANSACTION INFORMATION 6.1 Valuation Point
The Fund must be valued at least once every Business Day. The valuation of the Fund will be carried out in a fair and accurate manner. The Fund will be valued at the end of every Business Day.
6.2 Computation of NAV
The NAV of the Fund is determined by deducting the value of the Fund’s liabilities from the value of the Fund’s assets, as at the valuation point. The NAV per Unit is determined when the NAV of the Fund is divided by the total number of Units in circulation at the valuation point.
For illustration purposes only:
(i) NAV of the Fund
RM
Investment 110,000,000.00
Add : Other assets (including cash) & income 7,000,000.00
Less : Liabilities 300,000.00
NAV before deducting annual management fee and annual trustee fee for the day
116,700,000.00
Less : Annual management fee for the day
(0.35% per annum x RM116,700,000.00) / 365 days 1,119.04
6% GST on management fee
(6% x RM1,119.04) 67.14
Less : Annual trustee fee for the day
(0.02% per annum x RM116,700,000.00) / 365 days 63.95
6% GST on trustee fee
(6% x RM63.95) 3.84
NAV 116,698,746.03
(ii) NAV per Unit
Assuming Units in Circulation is 100,000,000 then;
RM116,698,746.03 / 100,000,000 Units
= RM1.1670 (quoted to 4 decimal places)
6.3 Pricing of Units
Selling Price
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The selling price is the NAV per Unit as at the next valuation point of the Fund (forward pricing) after a complete application to purchase Units is received by the Manager. The selling price does not include any sales charge.
Redemption Price The redemption price is the NAV per Unit as at the next valuation point of the Fund (forward pricing) after a redemption request is received by the Manager.
6.4 Error in Pricing
The Manager shall ensure that the Fund and the Units are correctly valued and priced according to the Deed and all relevant laws. Where there is an error in the valuation of the Fund, any incorrect pricing of Units which is deemed to be significant will involve the reimbursement of money in the following manner: (a) if there is an over valuation and pricing in relation to the purchase and creation
of Units, the Fund shall reimburse the Unit Holder; (b) if there is an over valuation and pricing in relation to the redemption of Units,
the Manager shall reimburse the Fund; (c) if there is an under valuation and pricing in relation to the purchase and
creation of Units, the Manager shall reimburse the Fund; and (d) if there is an under valuation and pricing in relation to the redemption of Units,
the Fund shall reimburse the Unit Holder or former Unit Holder.
However, reimbursement of money shall only apply if the error is at or above the significant threshold of 0.5% of the NAV per Unit and the amount to be reimbursed is RM10.00 or more.
(7) TRANSACTION DETAILS 7.1 Making an Investment
The minimum initial investment and minimum additional investment of the Fund are as follows:-
Minimum Initial Investment
Minimum Additional Investment
RM250,000 or such other amount as may be determined by the Manager from time to time.
RM100,000 or such other amount as may be determined by the Manager from time to time.
Processing of Application For any purchase application received by the Manager as well as cleared funds received on or before the cut off time of 4.00 p.m. on any Business Day, the Units would be created based on the NAV per Unit as at the next valuation point after the request for purchase of Units is received and accepted by the Manager. Any application received or
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deemed to have been received after this cut-off time would be considered as being transacted on the next Business Day.
7.2 Redemption of Units
Redemption request/application can be made on any Business Day. For any redemption application received by the Manager on or before 4.00 p.m., the Units would be cancelled based on the NAV per Unit as at the next valuation point after the request for redemption of Units is received and accepted by the Manager. Any redemption application received or deemed to have been received after this cut-off time would be considered as being transacted on the next Business Day.
Minimum Redemption The minimum redemption amount is 100,000 Units or such other amount as may be determined by the Manager. The minimum balance of Units remaining in the Fund must always be 100,000 Units or such other amount as may be determined by the Manager. If the remaining balance of Units is less than 100,000 Units or any other amount as may be determined by the Manager due to redemption request, the Manager has the right to redeem the entire investment and close the account of any Unit Holder and forward all the proceeds to the respective Unit Holder without prior notice.
Minimum Units Held
100,000 Units or such other amount as may be determined by the Manager.
Payment of Redemption Proceeds
Redemption proceeds will be paid within five (5) Business Days from the Manager’s receipt of a completed redemption request before the cut-off time of 4.00 p.m. on a Business Day. However, if the total redemption amount received by the Manager on a particular Business Day exceeds 50% of the Fund’s NAV, the Manager reserves the right to pay the redemption proceeds to Unit Holders within thirty (30) days from the day the Manager receives the redemption application. The Manager shall remit redemption proceeds to the Unit Holder’s segregated personal or corporate banking account under the name of the Unit Holder. Illustration for Processing of Subscription and Redemption Applications
Submission Date 9 February 2017 (Thursday)
10 February 2017 (Friday)
11 February 2017 (Saturday)
Receipt of Subscription / Redemption Application
On or before 4.00 p.m.
On or before 4.00 p.m.
Any time during the day
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Processing Date / Valuation Point
9 February 2017 10 February 2017
13 February 2017
Receipt of Subscription / Redemption Application
After 4.00 p.m. After 4.00 p.m. Any time during the day
Processing Date / Valuation Point
10 February 2017
13 February 2017
13 February 2017
7.3 Transfer Ownership of Units
Units in the Fund are transferable subject to terms and conditions as may be imposed by the Manager and as allowed under the Deed.
7.4 Switching between Funds
The minimum switching amount is 100,000 Units and the amount switched must meet the minimum application amount of the intended fund. The switching facility is subject to the conditions set out below: (a) Unit Holders who originally purchased units of a fund with “no sales charge”
imposed and intend to switch into any other funds with “no sales charge” imposed, the switch will be based on the net asset value per unit of that fund.
(b) Unit Holders who originally purchased units of a fund with “no sales charge”
imposed and intend to switch into a fund with a “sales charge” imposed, they will be required to pay the sales charge imposed by the fund that they intend to switch into.
(c) Unit Holders who originally purchased units of a fund with “sales charge”
imposed and decides to switch into a fund with a “HIGHER sales charge” imposed, they will be required to pay the difference of the sales charge (“differential sales charge”) on the amount switched into that fund.
(d) Unit Holders who originally purchased units of a fund with “sales charge”
imposed and intend to switch into any other funds with “LOWER sales charge” imposed, the switch is at the net asset value per unit of that fund.
Please refer to the table below for an illustration on how the switching facility works:
SWITCHING FROM SWITCHING TO
CURRENT FUND INTENDED FUND
Fund with “sales charge”
Fund with NO “sales charge”
Fund with “lower sales charge than the fund
switching from”
Fund with “higher sales charge than the fund switching from”
No sales charge. No sales charge. Differential sales charge on the amount
switched.
Fund with NO “sales charge”
No sales charge. Differential sales charge on the amount switched.
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7.5 Income Distribution Policy and Distribution Mode
Income Distribution Policy Subject to the availability of income (after deducting all fees and expenses including management fee and trustee fee), income will be distributed on a monthly basis. Distribution Mode Distribution will be automatically reinvested into the Fund unless requested by Unit Holders otherwise. There is no additional cost associated with the re-investment. Unit Holders are required to indicate their preference in the unit application form upon purchase. In the event that there is no indication of Unit Holder’s preference in the unit application form, the Manager shall re-invest all the distributions received by the Unit Holders. Reinvestment Mode Unit Holders who elect to reinvest the distribution in additional Units, the Manager will create such Units based on the NAV per Unit on the income distribution date. Cash Payment Mode Unit Holders who elect to receive income payment via cash payment mode would be paid by way of cheque or telegraphic transfer into the Unit Holders’ segregated personal or corporate banking account under the name of the Unit Holder on the income payment date (which is one (1) Business Day after the income distribution date).
7.6 Unclaimed Monies
Any monies other than unclaimed income distribution payable to Unit Holders which remain unclaimed for one (1) year will be handled in accordance with the requirements of the Unclaimed Moneys Act, 1965.
7.7 Unclaimed Income Distribution
If Unit Holders elect to receive income distribution in the form of cheques and the Unit Holders do not deposit the cheques within six (6) months from the date of issuance of the said cheques, the Manager shall automatically reinvest the income amount into additional Units of the Fund at the NAV per Unit at the end of the expiry date of the said cheques provided that the Unit Holders still have an account with the Manager. For the avoidance of doubt, there will not be any sales charge imposed for the reinvestment.
7.8 Goods and Services Tax Act 2014 All fees and charges payable are subject to GST as may be imposed by the government
or other authorities from time to time.
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(8) THE MANAGER 8.1 Background Information
i-VCAP Management Sdn Bhd, a wholly-owned subsidiary of Valuecap Sdn Bhd was incorporated on 25 October 2007 under the Companies Act 1965. i-VCAP is a licensed fund management company approved by the SC on 7 January 2008. i-VCAP’s principal business activity is to provide solely Shariah-compliant investment management services. It is the management company for MyETF Series, namely MyETF Dow Jones Islamic Market Malaysia Titans 25 (“MyETF-DJIM25”), established in 2008, MyETF MSCI Malaysia Islamic Dividend (“MyETF-MMID”), established in 2014, MyETF MSCI SEA Islamic Dividend (“MyETF-MSEAD”) established in 2015 and MyETF Thomson Reuters Asia Pacific ex-Japan Islamic Agribusiness (“MyETF-AGRI”) established in 2015 currently listed on the Main Market of Bursa Malaysia Securities Berhad. Apart from managing MyETF Series, i-VCAP also manages a wholesale fund (i-VCAP Shariah Money Market Fund) and private mandates (Shariah equities and Sukuk). As at 3 January 2017, i-VCAP has 20 executives to undertake its operations and the total asset under its management stands at RM1.305 billion.
8.2 Functions, Duties and Responsibilities of the Manager
The Manager is responsible for the day-to-day management, marketing and administration of the Fund. It also has a duty to ensure that the general administration of the Fund is done in accordance with the provisions of this Information Memorandum and the Manager’s internal policies. In fulfilling its responsibility, the Manager undertakes, among others, the following functions: (i) maintaining proper records for the Fund and the register of Unit Holders;
(ii) calculating the amount of income for cash distributions/unit splits to Unit
Holders; (iii) providing sales, marketing and customer service support to Unit Holders; (iv) ensuring compliance with internal procedures and all relevant laws.
8.3 Board of Directors of the Manager
Rosli Bin Abdullah (Chairman/ Independent non-executive director) Sharifatu Laila Binti Syed Ali (Non-independent non-executive director) Nik Amlizan Binti Mohamed (Non-independent non-executive director) Hassan Bin Ibrahim (Independent non-executive director) Tunku Afwida Binti Tunku A. Malek (Independent non-executive director) Datuk Hj. Mohd. Nasir Bin Hj. Ali (Independent non-executive director) Mahdzir Bin Othman (Non-independent executive director/ Chief executive officer)
8.4 Key Personnel of the Manager
Mahdzir Bin Othman - Chief executive officer Zulkifli Bin Ishak – Head of Business Development Tengku Umizar Binti Tengku Ubaidillah - Head of Compliance Roslina Binti Mohd Hanipa - Head of Finance & Administration Firdaus Bin Ahmad Radhi – Company secretary Mirza Binti Mohamad – Company secretary
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8.5 Designated Fund Manager
The profile of the designated fund manager for the Fund is as follows: Wan Shaharir Bin Johan Haris Wan Shaharir joined i-VCAP in May 2014. He started his career with Permodalan Nasional Bhd (PNB) in 1997 as an equity analyst, until 2002. Since then he has held various positions in the fund management industry in the past 14 years and has experience managing equities, fixed income and money market instruments for a wide range of clients from trust funds, government/state agencies, insurance companies, private retirement funds and corporates. Wan Shaharir holds an Advanced Diploma in Business Administration from Universiti Teknologi MARA and is also a holder of capital market services representative licence.
(9) THE TRUSTEE 9.1 About AmanahRaya Trustees Berhad
AmanahRaya Trustees Berhad (“ART”) was incorporated under the Companies Act 1965 on 23 March 2007 and registered as a trust company under the Trust Companies Act 1949. ART is a subsidiary of Amanah Raya Berhad (ARB) which is wholly owned by the Minister of Finance (Incorporated).
9.2 Experience in trustee business
ART took over the corporate trusteeship functions of ARB and acquired ARB’s experience of more than 49 years in trustee business. ART has been registered and approved by the SC to act as trustee to unit trust funds.
9.3 Duties and responsibilities of the Trustee
The Trustee of the Fund will perform among others the following duties and responsibilities: 1. Acts as the custodian of the Fund and safeguards the interest of the Unit
Holders; 2. Exercises all due care, skill, diligence and vigilance, and in accordance with the
Deed and all relevant laws in carrying out its duties and responsibilities; 3. Ensures that the Manager manages and administers the Fund in accordance with
the Deed, all relevant laws, and acceptable and efficacious business practices within the fund management industry in Malaysia;
4. Ensures proper records are kept of all transactions, dividends, interest and
income received and distributed in respect of the Fund; 5. Requires the Manager to keep the Trustee fully informed as to the details of the
Manager’s policies in investments and any changes thereof; and 6. Ensures the accounts are audited at the end of each accrual period by the
Auditors and ensure that each Unit Holder receives a copy of the audited annual accounts within two months after the financial year-end.
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(10) THE SHARIAH ADVISER 10.1 About IBFIM
IBFIM has been appointed as the Shariah adviser for the Fund. IBFIM will advise the Manager on the selection of investment tools to be adopted. IBFIM will also counsel the mechanism of the operations of the Fund’s activities to ensure that the operations of the Fund comply with Shariah requirements. General Information of IBFIM IBFIM was incorporated as a company limited by guarantee and not having share capital in Malaysia under the Companies Act, 1965 on 15 February 2007.
Experience in Advisory and Services
IBFIM is registered with the SC to act as a Shariah adviser for Shariah-compliant collective investment schemes and Sukuk issuance. IBFIM is also involved in numerous Shariah-compliant private mandates as well as the Shariah adviser for Islamic real estate investment trusts and Islamic asset management houses. As at 3 January 2017, IBFIM has 128 funds under its supervision.
10.2 Roles and Responsibilities of the Shariah Adviser
As the Shariah adviser, the role of IBFIM is to ensure that the operations and investments of the Fund are in compliance with Shariah requirements. The Shariah Adviser reviews the Fund’s investments on a monthly basis to ensure compliance with Shariah requirements at all times. Final responsibility for ensuring Shariah compliance of the Fund with Shariah requirements in all relevant aspects rests solely with the Manager.
In line with the Guidelines, the roles of IBFIM as the Shariah adviser are:
1. ensuring that the Fund is managed and administered in accordance with the Shariah
principles; 2. providing expertise and guidance for the Fund in all matters relating to Shariah
principles, including on the Fund’s Deed and Information Memorandum, its structure and investment process, and other operational and administrative matters;
3. consulting the SC who may consult the SAC where there is any ambiguity or
uncertainty as to an investment, instrument, system, procedure and/or process; 4. scrutinising the Fund’s compliance report as provided by the compliance officer,
transaction report provided by or duly approved by the Trustee and any other report deemed necessary for the purpose of ensuring that the Fund’s investments are in line with the Shariah principles;
5. preparing a report to be included in the Fund’s quarterly report and annual report
certifying whether the Fund has been managed and administered in accordance with the Shariah principles;
6. ensuring that the Fund comply, with any guideline, ruling or decision issued by the
SC, with regard to Shariah matters; 7. vetting and advising on the promotional materials of the Fund;
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8. assisting and attending to any ad-hoc meeting called by the SC and/or any other
relevant authority.
10.3 Profile of the Shariah Team
IBFIM’s Shariah team consists of the following personnel:
Dato’ Mohd Bakir Bin Haji Mansor (Chairman, IBFIM Internal Shariah Committee)
Dato’ Mohd Bakir is a member of the Shariah Advisory Body of Syarikat Takaful Malaysia
Berhad and sits on the Shariah Panel Committee of Amanah Ikhtiar Malaysia.
Prior to joining IBFIM, Dato’ Mohd Bakir was the Shariah Coordinator at Bank Islam
Malaysia Berhad (“BIMB”) and then the Secretary of the Shariah Advisory Council of
BIMB, from 1984 to 2001. Previously, he served at the National Council for Islamic
Religious Affairs in the Prime Minister's Department for 10 years from 1971. He was also
a Chief Assistant Director at the Islamic Research Centre for 4 years from 1981. He holds
a Shahadah Ulya from Kolej Islam Malaya.
Dato’ Mohd Bakir was awarded “Anugerah Maulidur Rasul 1434H/2013M” by the
government of Malaysia for his services in the Islamic finance industry.
Ahmad Zakirullah Bin Mohamed Shaarani (Shariah Advisor) Ahmad Zakirullah is a member of Shariah Committee of the United Overseas Bank Malaysia Berhad. He joined IBFIM in February 2008. He is responsible in providing Shariah input on the advisory, consultancy and research functions with regard to Islamic banking, takaful, Islamic capital market and Shariah-compliant funds. Prior to joining IBFIM, he served at University Sains Islam Malaysia and PTPL College. He obtained his Diploma of Shariah Islamiyyah (Honours) from Higher Institute of Islamic and Arabic Language (MADIWA), Perak, Bachelor of Shariah Islamiyyah (Honours) Degree from Al-Azhar University, Egypt and Master’s Degree (with Honours) of Islamic Revealed Knowledge and Heritage (Fiqh and Usul al-Fiqh) from the International Islamic University Malaysia. He is the designated person responsible for Shariah matters related to the Shariah-compliant funds management-related activities.
Mohd Asyraf Bin Sharunudin (Consultant, Shariah) Mohd Asyraf Sharunudin became a member of the Shariah Business Advisory team of IBFIM from November 2014. He is responsible in providing input on the advisory, consultancy and research functions with regard to Islamic banking, takaful, Islamic capital market and Shariah-compliant unit trust funds. A graduate of the International Islamic University Malaysia in Bachelor of Islamic Revealed Knowledge and Heritage (Fiqh and Usul al-Fiqh) (with Honours) Degree, his career started with the attachment to Shariah Department of Bank Muamalat Malaysia Berhad to deepen and strengthen the Shariah Research Unit for the banking sector. He was also experienced Islamic Capital Market Graduate Training Scheme under the Securities Commission to sharpen the knowledge in the said sector. At present, he is pursuing his Master’s Degree (with Honours) of Islamic Revealed Knowledge and Heritage (Fiqh and Usul al-Fiqh) from the International Islamic University Malaysia. He also serves as secretary as well as member of IBFIM Internal Shariah
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Committee (IISC). He is the designated person responsible for Shariah matters related to the Shariah-compliant funds management-related activities.
(11) SALIENT TERMS OF THE DEED 11.1 Unit Holders’ Rights and Liabilities
Unit Holders’ Rights A Unit Holder has the right, amongst others:
(a) to receive distributions of income (if any);
(b) to participate in any increase in the value of the Units;
(c) to call for Unit Holders’ meetings and to vote for the removal of the Trustee or
the Manager through a Special Resolution;
(d) to receive annual and quarterly reports on the Fund; and
(e) to enjoy such other rights and privileges as are provided for in the Deed. No Unit Holder shall be entitled to require the transfer to him of any of the Assets of the Fund or be entitled to interfere with or question the exercise by the Trustee, or the Manager on its behalf, of the rights of the Trustee as the registered owner of such assets. Unit Holders’ Liabilities
(a) No Unit Holder is liable for any amount in excess of the purchase price paid for
the Units as determined in accordance with the Deed at the time the Units were purchased.
(b) A Unit Holder shall not be under any obligation to indemnify the Manager and/or
the Trustee in the event that the liabilities incurred by the Manager and/or the Trustee in the name of or on behalf of the Fund pursuant to and/or in the performance of the provisions of the Deed exceed the value of the Assets of the Fund, and any right of indemnity of the Manager and/or the Trustee shall be limited to recourse to the Fund.
11.2 Termination of the Fund
The Fund may be terminated or wound up should a Special Resolution be passed at a Unit Holders’ meeting to terminate or wind up the Fund.
11.3 Power to Call For A Meeting
A Unit Holders’ meeting may be called by the Manager, Trustee and/or Unit Holders. Any such meeting must be convened in accordance with the Deed.
The Unit Holders may direct the Manager to summon a meeting for any purpose including without limitation, for the purpose of: (a) requiring the retirement or removal of the Manager;
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(b) requiring the retirement or removal of the Trustee;
(c) considering the most recent audited financial statements of the Fund;
(d) giving to the Trustee such directions as the meeting thinks proper; or
(e) considering any matter in relation to the Deed, provided always that the Manager shall not be obliged to summon such a meeting unless a direction has been received from not less than fifty (50) or one-tenth (1/10) of all the Unit Holders, whichever is the lesser number. Every question arising at any meeting shall be decided in the first instance by a show of hands unless a poll is demanded or if it be a question which under the Deed requires a Special Resolution, in which case a poll shall be taken. On a voting by show of hands every Unit Holder who is present in person or by proxy shall have one vote. The quorum for a meeting of the Unit Holders is five (5) Unit Holders, whether present in person or by proxy, provided always that if the Fund has five (5) or less Unit Holders, the quorum required for a meeting of the Unit Holders of the Fund shall be two (2) Unit Holders, whether present in person or by proxy; if the meeting has been convened for the purpose of voting on a Special Resolution, the Unit Holders present in person or by proxy must hold in aggregate at least twenty five per centum (25%) of the Units in circulation of the Fund at the time of the meeting.
(12) COMMUNICATION WITH UNIT HOLDERS 12.1 Statement of Accounts
A Unit Holder’s statement showing details of the amount invested in the Fund shall be made available to the Unit Holders on a monthly basis, within seven (7) Business Days after every month’s end.
12.2 Unit Price The Unit price of the Fund would be made available upon request by the Unit Holders.
12.3 Financial Reports The Manager will provide Unit Holders with an annual report within two (2) months of the Fund’s financial year-end and quarterly reports within two (2) months of the end of the period covered. A financial statement audited by the Fund’s appointed Auditors and the Auditors’ report will be included in the annual report. The Trustee will prepare a report to Unit Holders in the annual report stating its opinion on the conduct of the Manager, in particular whether the Manager had managed the Fund in accordance with the limitation on its investment powers as set out in the Deed and whether the Manager had acted in accordance with the Deed and Guidelines. A Shariah Adviser report shall be in the annual report and quarterly reports stating its opinion whether the Fund has operated and managed in accordance with the Shariah principles set out for the Fund, the Guidelines, ruling or decision issued by the SC pertaining to Shariah matters and that the investment portfolio of the Fund comprises financial instruments which has been classified as Shariah compliant by the SAC.
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The quarterly and annual reports shall contain, inter alia, the information of the Fund and report on the Fund’s performance to assist the Unit Holders to evaluate the performance of the Fund.
12.4 Customer Information Service Unit Holders can seek assistance on any issue relating to the Fund, from the Manager’s client servicing personnel at 03-2093 7119. Alternatively, Unit Holders may e-mail their enquiries to [email protected].