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Page 1: RESPONSIBILITY STATEMENTS AND STATEMENTS OF … flexi fixedINCOME Fund.pdfRESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAIMER ... The Capital Market and Services Act, 2007; “ursa
Page 2: RESPONSIBILITY STATEMENTS AND STATEMENTS OF … flexi fixedINCOME Fund.pdfRESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAIMER ... The Capital Market and Services Act, 2007; “ursa

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RESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAIMER

This Information Memorandum has been seen and approved by the Directors of

Areca Capital 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.

The Securities Commission Malaysia has approved the issue, offer or invitation in

respect of the wholesale fund, the subject of this Information Memorandum, and

that the approval shall not be taken to indicate that the Securities Commission

Malaysia recommends the investment.

The Securities Commission Malaysia will not be liable for any non-disclosure on the

part of Areca Capital Sdn Bhd and takes no responsibility for the contents of the

Information Memorandum, makes no representation as to its accuracy or

completeness and expressly disclaims any liability whatsoever for any loss however

arising from, or in reliance upon the whole or any part of the contents of this

Information Memorandum.

RISK DISCLOSURE STATEMENTS

In the event some of the underlying investments of the wholesale fund are not

actively traded, potential investors are warned that under such circumstances, they

may face difficulties in redeeming their investments.

Investors are advised to read the Information Memorandum and obtain professional

advice before subscribing to the Fund.

INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS

AND RISK OF THE INVESTMENT. IN CONSIDERING THE INVESTMENT, INVESTORS

WHO ARE IN DOUBT ON THE ACTION TO BE TAKEN SHOULD CONSULT

PROFESSIONAL ADVISERS IMMEDIATELY.

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CONTENTS

GLOSSARY ............................................................................................................................. 1

CORPORATE DIRECTORY ........................................................................................................ 4

KEY DATA .............................................................................................................................. 6

Fund Information ...................................................................................................................... 6 Charges and Fees ...................................................................................................................... 8 Transactions .............................................................................................................................. 9

FUND DETAILS ..................................................................................................................... 10

Investment Philosophy ............................................................................................................ 10 Objective, Asset Allocation, Investment Policies and Strategies of the Fund ......................... 10 Risk Management ................................................................................................................... 11 Investors’ Profile ..................................................................................................................... 12 Authorised Investments .......................................................................................................... 12 Investment Restrictions .......................................................................................................... 13 Investment in Collective Investment Schemes ....................................................................... 13 Valuation Method of the Authorised Investments ................................................................. 13 Incorrect Valuation or Pricing ................................................................................................. 15 Policy on Gearing .................................................................................................................... 15

RISK FACTORS ..................................................................................................................... 16

General Risks of Investing in wholesale funds ........................................................................ 16 Specific Risks Associated with the Investment Portfolio of Areca Flexi fixedINCOME Fund ... 17 Charges Directly Incurred ........................................................................................................ 18 Direct Expenses Related to the Fund ...................................................................................... 19 Other Charges and Fees .......................................................................................................... 19 Rebates and Soft Commissions ............................................................................................... 19

TRANSACTION INFORMATION ............................................................................................. 20

Calculation of Unit Prices ........................................................................................................ 20 Making an Investment ............................................................................................................ 22 Payment Methods ................................................................................................................... 22 Cooling-off Right ..................................................................................................................... 23 Transfer of Units ..................................................................................................................... 23 Switching of Units ................................................................................................................... 23 Income Distribution and Reinvestment Policies ..................................................................... 23 Unclaimed Monies Policy ........................................................................................................ 23

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THE PEOPLE BEHIND ARECA CAPITAL SDN BHD .................................................................... 26

Duties and Responsibilities of the Manager............................................................................ 26 Roles and Primary Function of the Board of Directors and Investment Committee ............... 26 Investment Committee for the Fund ...................................................................................... 26 Profile of Directors and Members of the Investment Committee .......................................... 27 Material Litigation ................................................................................................................... 28 Fund Management Function ................................................................................................... 28 Designated Person Responsible for the Management of the Fund ........................................ 28 Profile of Key Personnel .......................................................................................................... 29

TRUSTEE: OSK TRUSTEES BERHAD ....................................................................................... 30

Financial Information .............................................................................................................. 31 Trustee’s Statement of Responsibility .................................................................................... 31 Duties & Responsibilities of The Trustee................................................................................. 31 Trustee’s Delegate .................................................................................................................. 31 Material Litigations ................................................................................................................. 32 Key Personnel Of The Trustee ................................................................................................. 32

OTHER INFORMATION ......................................................................................................... 33

Unit Holders’ Rights & Liabilities ............................................................................................. 33 Power to Call for Unit Holders Meetings ................................................................................ 33 Termination of the Fund ......................................................................................................... 34

ADDITIONAL INFORMATION ................................................................................................ 36

Anti-Money-Laundering (“AML”) policies and procedures ..................................................... 36 Other Documents Available for Inspection ............................................................................. 37

DIRECTORS’ RESPONSIBILITY STATEMENT ........................................................................... 38

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GLOSSARY “Act/CMSA”

The Capital Market and Services Act, 2007;

“Bursa Malaysia”

Bursa Malaysia Securities Berhad, the stock exchange managed or operated by Bursa Malaysia Berhad;

“Business Day”

A day on which the Bursa Malaysia is open for trading;

“Debenture”

It includes debenture stock, bond, note and any other evidence of indebtedness of a corporation for borrowed moneys, whether or not constituting a charge on the assets of the corporations as defined in the Act;

“Deed”

The Deed in relation to Areca Flexi fixedINCOME Fund dated 28 April 2011 and any other supplemental deeds that may be entered into between the Manager and the Trustee and deposited with the SC;

“Fixed Income Investments”

Debentures, money market instruments, deposits with licensed institutions and any other fixed income related instruments that are in line with the Fund’s objective;

“Fund”

Areca Flexi fixedINCOME Fund;

“Information Memorandum”

Refers to this document issued by Areca Capital Sdn Bhd describing the details of Areca Flexi fixedINCOME Fund and which is deemed to be a prospectus in so far as it relates to the liability of Areca Capital Sdn Bhd for any statement or information that is false or misleading or from which there is material ommission;

“Guidelines”

Guidelines on Wholesale Funds issued by the Securities Commission Malaysia as may be amended from time to time;

“Long-Term”

A period of 5 years or more;

“Manager” or “We” or “ Us”

Areca Capital Sdn Bhd;

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“Medium Term”

A period between 3 – 5 years;

“NAV”

Net Asset Value of the Fund, which is the value of all the assets of the Fund at a particular valuation point less the total liabilities of the Fund at the same valuation point. For the purpose of computing the annual management fee and annual trustee fee, the NAV of the Fund should be inclusive of the management fee and trustee fee, if any for the relevant day;

“NAV per Unit”

The NAV of the Fund divided by the number of units in circulation at the valuation point;

“Qualified Investors”

This refers to:

i) individuals whose total net personal assets exceed RM3 million or its equivalent in foreign currencies;

ii) corporations with total net assets exceeding RM10 million or its equivalent in foreign currencies based on the last audited accounts;

iii) unit trust schemes or prescribed investment schemes; companies registered as a trust company under the Trust Companies Act, 1949 which has discretion in the investment of trust assets of a trust with total net assets exceeding RM10million or its equivalent in foreign currencies;

iv) corporations that is a public company under the Companies Act, 1965 or under the laws of any other country, which has been allowed by the SC to be a trustee for the purposes of the CMSA and has discretion in the investment of trust assets of a trust with total net assets exceeding RM10million or its equivalent in foreign currencies;

v) pension funds approved by the Director General of Inland Revenue under section 150 of the Income Tax Act, 1967;

vi) holders of a Capital Markets Services License carrying on the business of dealing in securities;

vii) other fund managers;

viii) persons who acquire securities pursuant to an offer, as principal, if the aggregate consideration for the acquisition is not less than RM250,000 or its equivalent in foreign currencies for each acquisition;

ix) licensed institutions;

x) Islamic banks; and

xi) insurance companies licensed under the Insurance Act, 1996 or any other person, entities, institutions or corporations as may be allowed;

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“RM”

Ringgit Malaysia;

“SC”

The Securities Commission Malaysia which was established under the Securities Commission Act ,1993;

“Short-Term”

A period less than 3 years;

“Short to Medium Term”

A period less than 5 years;

“Trustee”

OSK Trustees Berhad;

“Units”

Units of the Fund and includes a fraction of a unit;

“Unit Holder/You”

Person for the time being who is registered pursuant to the Deed as a holder of Units of the Fund;

“Wholesale Fund”

A unit trust fund, the units of which are issued, offered for subscription or purchase, or for which invitations to subscribe for or purchase the units have been made, exclusively to Qualified Investors;

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CORPORATE DIRECTORY

The Manager Areca Capital Sdn Bhd (740840-D)

Registered Office:

Suite 30C, 3rd

Floor, Wisma TCL, 470, Jalan Ipoh, 3rd

Mile, 51200

Kuala Lumpur.

Business Address:

107, Blok B, Pusat Dagangan Phileo Damansara 1, No 9, Jalan

16/11, Off Jalan Damansara, 46350 Petaling Jaya, Selangor.

Tel: 603-7956 3111, Fax: 603-7955 4111

Website: www.arecacapital.com

E-mail: [email protected]

Trustee

OSK Trustees Berhad (573019-U)

Registered Office:

20th Floor, Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur.

Business Address:

6th

Floor, Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur.

Tel: 03-9207 7777, Fax: 03-2175 3288

Trustee’s Delegate ( as custodian):

Malayan Banking Berhad (3813-K),

Maybank Custody Services - Transaction Banking, Global Wholesale

Banking

4th Floor, Menara Maybank, 100, Jalan Tun Perak, 50050 Kuala

Lumpur.

Tel: 03 - 20748158, Fax: 03 - 20321572 / 20700966

Board of Directors

Dato’ Wee Hoe Soon @ Gooi Hoe Soon (Independent, Chairman)

Dr. Junid Saham (Independent)

Danny Wong Teck Meng (Non-Independent Executive)

Raja Datuk Zaharaton binti Raja Dato Zainal Abidin (Non-

Independent)

Tam Chiew Lin (Non-Independent)

Investment

Committee Members

Dato’ Wee Hoe Soon @ Gooi Hoe Soon (Independent, Chairman)

Dr. Junid Saham (Independent)

Raja Datuk Zaharaton binti Raja Dato Zainal Abidin (Non-

Independent)

Teoh Boon Kiaw (Non-Independent)

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Audit Committee

Members

Danny Wong Teck Meng

Dato’ Wee Hoe Soon@ Gooi Hoe Soon (Independent)

Dr. Junid Saham (Independent)

Company Secretary Fong Yin Peng (MAICSA 7031645)

Suite 30C, 3rd Floor, Wisma TCL, 470 Jalan Ipoh, 3rd Mile, 51200

Kuala Lumpur.

Auditor PricewaterhouseCoopers (AF1146)

Level 10, 1 Sentral, Jalan Travers, Kuala Lumpur, Sentral, P O Box

10192, 50706 Kuala Lumpur.

Tel: 03-2173 1188, Fax: 03-2173 1288

Tax Adviser

PricewaterhouseCoopers Taxation Services Sdn Bhd (464731-M),

Level 10, 1 Sentral, Jalan Travers, Kuala Lumpur, Sentral, P O Box

10192, 50706 Kuala Lumpur.

Tel: 03-2173 1188, Fax: 03-2173 1288

Principal Bankers

Others

Malayan Banking Berhad (3813-K)

No. 8 &10, Jalan SS2/63, 47300 Petaling Jaya, Selangor.

Standard Chartered Bank Malaysia Berhad (115793-P)

Registered office: Level 16, Menara Standard Chartered, 30, Jalan

Sultan Ismail, 50250 Kuala Lumpur.

Federation of Investment Managers Malaysia

19-07-3, 7th Floor, PNB Damansara, No.19, Lorong Dungun,

Damansara Heights, 50490 Kuala Lumpur.

Tel:03-20932600, Fax: 03-20932700

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KEY DATA Fund Information

Name of the Fund Areca Flexi fixedINCOME Fund

Trustee OSK Trustees Berhad (573019-U)

Fund Category/Type Fixed Income/Income & Growth

Objective of the Fund The Fund aims to provide Qualified Investors with relatively steady income* and moderate capital appreciation over a Short to Medium-Term by investing in Fixed Income Investments. * income could be in the form of cash or units. Please refer to

page 23 for further details on income distribution.

Investment Policy and Strategy

The Fund will primarily invest in a diversified portfolio of Fixed

Income Investments consisting of debentures, money market

instruments and deposits with licensed institutions and any

other fixed income related instruments that are in line with

the Fund’s objective. The Fund will be managed with an

appropriate level of liquidity in accordance with the prevailing

investment conditions. The Fund will also invest in bonds

purchased at a discount of their nominal values for capital

appreciation potentials. There will be capital gains if the fund

manager manage to sell the discounted bonds at lower yields

(higher prices) during the tenure of the bonds.

The Fund will focus mainly on those of quality debentures with

different maturity periods. The quality debentures are private

debt securities and money market instruments issued by

issuers that are rated, with a minimum rating of ‘A3’ by Rating

Agency Malaysia (RAM) or its equivalent rating by Malaysian

Rating Corporation Berhad (MARC) and commercial papers

with a minimum rating of ‘P1’ by Rating Agency Malaysia

(RAM) or its equivalent rating by Malaysian Rating Corporation

Berhad (MARC) unless otherwise unanimously approved by

the Investment Committee for the Fund to invest below the

abovementioned minimum ratings, subject to a limit of up to

25% of its NAV.

Asset Allocation Fixed Income Investments: Maximum 99%, Minimum 70%

Liquid Assets : Minimum 1%

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General Risk Inflation/Purchasing Power Risk Fund Management Risk Loan Financing Risk Risk of Non-Compliance

Specific Risk Liquidity Risk (Bond/Fixed Income)

Credit/Default Risk Downgrade of Issuers Risk Interest Rate Risk

Investor’s Profile The Fund is suitable for Qualified Investors who are seeking higher than fixed deposit rate return through a diversified portfolio of Fixed Income Investments.

Performance Indicator Maybank’s 6-month fixed deposit rate

The 6-months fixed deposit benchmark is selected as the main

purpose of fixed deposits is to provide investors with returns

and liquidity, which is similar to the Fund’s objective.

Investors are to note that the benchmark selected is merely to provide an indication of the performance of the Fund. It does not match the risk profile of the Fund. Investors will assume a higher level of risk by investing in this Fund as compared to fixed deposit, and potentially have higher or lower income vis-à-vis the benchmark.

Risk Barometer Low

Approved Fund Size

Fund Size

1,000,000,000 units

Initial Offer Price RM1.0000 per unit

Initial Offer Period 21 days from the date of this Information Memorandum

Financial year end 30 June

Auditor PricewaterhouseCoopers (AF1146)

Please refer to page 10 to 12 for more details on the Fund Information.

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Charges and Fees

This table describes the charges and fees that you may incur when you buy or redeem Units of the Fund.

Entry Fee Distribution channels Maximum rate

Direct Investment through the Manager

Up to 2% of the amount invested

Third party distributors including appointed Institutional Unit Trust Advisers

Up to 2% of the amount invested

Penalty/Exit Fee Unit Holders will be subjected to the following penalty/exit fee if liquidation is made within 12 months from the date of investment.

Distribution channels Maximum rate

Direct Investment through the Manager

Up to 1% of the amount liquidated

Third party distributors including appointed Institutional Unit Trust Advisers

Up to 1% of the amount liquidated

* All penalty/exit fee imposed on the Unit Holders will be credited to the Fund. However, no penalty/exit fee will be imposed after the 12 months’ period. The Manager may, at its discretion to waive the exit fee.

Annual Management Fee

Up to 1.25% p.a of the NAV of the Fund

Trustee Fee 0.05 % p.a of the NAV of the Fund. The Manager may bear the trustee fee of up to 0.05%.

List of expenses directly related to the Fund

Auditor’s fee, commissions paid to brokers, cost of convening meetings of Unit Holders, cost of printing of reports/statements, tax adviser’s fee, taxes, valuation fee and other related costs as allowed by the Deed.

Any other Charges Payable Directly by an Investors

There are no other charges (except charges levied by banks on remittance of money) payable directly by investors when purchasing or liquidating Units.

Please refer to page 18 for more details on Charges and Fees.

There are fees and charges involved and Qualified Investors are advised to consider the

fees and charges before investing in the Fund. Unit Prices may go down as well as up.

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Transactions

Minimum Investment RM100,000 or such other limit at the Manager’s discretion

Minimum Liquidation RM100,000 or 200,000 Units, or such other limit at the Manager’s discretion.

However, if the liquidation request leaves a Unit Holder with less than 50,000 Units (minimum balance), the Unit Holder may be required to make an application for the Manager to liquidate all the Unit Holder’s holding in the Fund.

Minimum Balance 50,000 Units or such other limit at the Manager’s discretion

Liquidation Restriction/Notice

Any Business Day. However, liquidation notice must be submitted before 3.30pm on transaction day (T day) for processing/Unlimited.

Liquidation Payment Payments will be made within 10 days upon receipt by the Manager of the duly completed original liquidation form. However, it is the Manager’s general liquidation policy to make payments within 3 Business Days of the transaction day (T+3 days).

Cooling Off Right Not available for the Fund.

Transfer Facility Not available for the Fund.

Switching Facility Not available for the Fund

Distribution of Income

Yearly or more frequent, subject to the availability of distributable income.

Income Re-investment policy

In the absence of instructions to the contrary from Unit Holder, the Manager is entitled to reinvest the income distributed from the Fund in additional units of that Fund at the NAV per Unit at the end of the distribution day (at ex-distribution price) with no entry fee.

Unclaimed Monies Policy

Any monies which remain unclaimed after 12 months from the date of payment or any such other period as prescribed by the Unclaimed Moneys Act, 1965 shall be dealt with in accordance with the provisions of the Unclaimed Monies Act.

Please refer to page 20 to page 23 for more details on Transactions.

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FUND DETAILS

Investment Philosophy

The Fund’s investment philosophy is based on the premise that price movements in financial

assets are driven by a combination of liquidity flows, risk appetite and ultimately, the

intrinsic value of the underlying assets. We seek to understand the interplay of these factors

on prices of financial assets both in the Short and Long-Term. By doing so, we aim to extract

maximum risk-adjusted value out of the investments.

Note: Any material change to the Fund’s investment objective would require Unit Holders’

approval.

Objective, Asset Allocation, Investment Policies and Strategies of the Fund

The investment objective of the Fund is to provide Qualified Investors with relatively steady

income* and moderate capital appreciation over a Short to Medium Term by investing in

Fixed Income Investments. The returns will be in the form of income and/or capital

appreciation. To achieve its objective, the Fund will primarily invest in a diversified portfolio

of Fixed Income Investments consisting of debentures, money market instruments and

deposits with licensed institutions and any other fixed income related instruments that are in

line with the Fund’s objective. The Fund will also invest in bonds purchased at a discount of

their nominal values for capital appreciation potentials. There will be capital gains if the fund

manager manage to sell the discounted bonds at lower yields (higher prices) during the

tenure of the bonds.

The Fund will be managed with an appropriate level of liquidity in accordance with the

prevailing investment conditions. The Fund will focus mainly on those of quality debentures

with different maturity periods. The quality debentures are private debt securities and

money market instruments issued by issuers that are rated, with a minimum rating of ‘A3’ by

Rating Agency Malaysia (RAM) or its equivalent rating by Malaysian Rating Corporation

Berhad (MARC) and commercial papers with a minimum rating of ‘P1’ by Rating Agency

Malaysia (RAM) or its equivalent rating by Malaysian Rating Corporation Berhad (MARC)

unless otherwise unanimously approved by the Investment Committee for the Fund to invest

below the abovementioned minimum ratings, subject to a limit of up to 25% of its NAV.

The Fund may invest up to 99% of its NAV in Fixed Income Investments with a minimum of

1% of its NAV in liquid assets. The Fixed Income Investments are denominated mainly in

Ringgit Malaysia and will have limited exposure to foreign currency volatility. In the event an

investment is made in a foreign currency debt, the investment manager shall endeavour to

hedge the foreign currency exposure as completely as possible so as to mitigate/minimize

the foreign currency risk. The Manager will manage the portfolio duration in accordance with

the interest rates outlook; under normal circumstances, the weighted average duration is

expected to be approximately 2 to 5 years. To enhance the credit risk management, the

Manager may consider investing in fixed income securities/instruments issued or guaranteed

by the Malaysian Government or Bank Negara Malaysia or banks and financial institutions

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such as Malaysian Government Securities, Cagamas, Banker’s Acceptances and Negotiable

Certificates of Deposit. In addition, the Fund may also invest in collective investment

schemes with underlying investments which are exposed to bonds or fixed income securities.

Investment in collective investment schemes must be relevant and consistent with the

objective and strategies of the Fund.

The Fund may invest in derivatives such as futures contracts and options to protect the Fund

against adverse movement of markets.

We adopt an active investment strategy in managing the Fund and will invest tactically

during times of uncertainty.

* income could be in the form of cash or units. Please refer to page 23 for further details on

income distribution.

Risk Management

Notwithstanding the investment strategies and policies of the Fund, all investments carry an

element of risk which may affect the Fund’s performance, including capital losses arising

from volatility of bonds prices. The value of the Fund may fluctuate in response to the

underlying factors such as economy conditions, interest rates movement, global and

domestic liquidity flows and general markets conditions.

The Fund adopts various risks management strategies such as diversification, liquidity

management and Short-Term defensive strategy in order to mitigate and diversify the

inherent risks of the Fund. The Fund has also in place the limits and restrictions for asset

allocation and diversification purposes.

It is also the Fund’s strategy to mitigate its liquidity risk by investing in collective investment

schemes (CIS). Although the cost is relatively higher than direct investment, investing in CIS

with similar investment objectives indirectly gives the Fund exposure to the underlying

investments. Investment in CIS can usually be liquidated on any business day at prices

quoted daily and proceeds are generally paid within 10 calendar days in accordance with the

relevant SC guidelines. On the other hand, it may not always be possible to immediately

liquidate a direct investment in a fixed income instrument as it is subjected to prevailing

market conditions at that point in time, including availability of a ready buyer and an

acceptable market price. As mentioned above, investment in CIS, if any, is part of the

Manager’s risk management strategy to mitigate the Fund’s liquidity risk. The Manager does

not consider CIS as one of the core investments to meet the Fund’s objective of providing

income and capital appreciation.

Another risk management measure is to adopt a temporary defensive strategy during

adverse market conditions, such as the turning point of interest rate down-trend, where the

Fund may hold its entire assets in Short-Term commercial papers or cash to minimise the

impact of capital loss from holding Long-Term securities.

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If a security is downgraded to below the minimum investment grade and it causes the

investment limit to be breached, the Investment Manager would use their best efforts to

dispose the holdings before maturity, failing which, it shall be held to maturity.

Fund Category/Type

Fixed Income /Income & Growth

Investors’ Profile

The Fund is suitable for Qualified Investors who are seeking higher than fixed deposit rate return through a diversified portfolio of Fixed Income Investments.

Performance Indicator

The Fund is benchmarked against Maybank’s 6-month fixed deposit rate, which is available

at www.maybank2u.com.my.

The 6-months fixed deposit benchmark is selected as the main purpose of fixed deposits is to

provide investors with returns and liquidity, which is similar to the Fund’s objective.

Investors are to note that the benchmark selected is merely to provide an indication of the performance of the Fund. It does not match the risk profile of the Fund. Investors will assume a higher level of risk by investing in this Fund as compared to fixed deposit, and potentially have higher or lower income vis-à-vis the benchmark.

Authorised Investments

Unless otherwise prohibited by the relevant authorities or any relevant law and provided

always that there are no inconsistencies with the objective of the Fund, the Fund may invest in

the following:

Fixed income securities issued by the Malaysian Government or Bank Negara Malaysia

or any other government related bodies. Such instruments include Malaysian

Government Securities, Treasury Bills and Bank Negara Bills;

Issues guaranteed by the Government of Malaysia or Bank Negara Malaysia or any State

Government in Malaysia;

Issues by banks or financial institutions such as Banker’s Acceptances and Negotiable

Certificates of Deposit;

Private debt securities including those that are convertable into equities;

Units and shares in collective investment schemes;

Derivatives such as future contracts and options for hedging purpose; and

Any other form of investments which are in line with the Fund’s objective as may be

agreed upon by the Manager and the Trustee from time to time.

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Investment Restrictions

No restriction or limit for investment in debentures and/or money market instruments

issued by any banks, financial institutions, single issuer or any group of companies;

No restriction or limit for investment in collective investment schemes;

No restriction or limit for securities/instruments issued or guaranteed by Malaysian

Government or Bank Negara Malaysia;

No restriction or limit for placement of funds with financial institutions or banks; and

Investments are made only in private debt securities and money market instruments

issued by issuers that are rated, at the time of purchase, with a minimum rating of ‘A3’

by Rating Agency Malaysia (RAM) or its equivalent rating by Malaysian Rating

Corporation Berhad (MARC), commercial papers with a minimum rating of ‘P1’ by

Rating Agency Malaysia (RAM) or its equivalent rating by Malaysian Rating Corporation

Berhad (MARC). Notwithstanding the above and subject to the Investment Committee’s

unanimous approval, the Fund may invest up to 25% of its NAV in fixed income

securities with a credit rating below ‘A3” (by RAM) or its equivalent rating by MARC and

commercial paper with a credit rating below ‘P1” (by RAM) or its equivalent rating by

MARC. However, the Fund may continue to hold its investments below its the minimum

rating even if the holdings are more than 25% of its NAV due to appreciation or

depreciation of the NAV of the Fund, whether as a result of an appreciation or

depreciation in value of the investments, or as a result of repurchase of Units or

payment made by the Fund.

Investment in Collective Investment Schemes

Where the Fund invests in a target fund operated by the same Manager, the fund manager

must ensure that:

There is no cross-holding between the Fund and the target fund;

All initial charges on the target fund is waived; and

The management fee must only be charged once, either at the Fund or the target fund.

Valuation Method of the Authorised Investments

Financial Reporting Standard on Financial Instruments: Recognition and Measurement

requires the classification of the financial assets into “loan and receivable”, “held to

maturity”, “fair value through profit and loss” or “available for sales”. As the nature of unit

trust fund is subject to redemption of Units, the investment assets of the Fund will not be

classified as “held to maturity”. In general, the Manager intends to classify all investments

that are quoted in an active market into “available for sales” category, where assets are

measured at fair value with changes in fair value recognised in equity (Statement of Assets

and Liabilities). Exceptions are made for those investments that do not have a quoted market

price in an active market and whose fair value cannot be reliably measured, and derivatives

that are linked to and must be settled by delivery of such unquoted instruments; these

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investments will be measured at cost and account for impairment, if any, until such time, if

ever, that a reliable fair value becomes available.

The Manager will ensure the valuation of the assets of the Fund will be carried out at least

once on each Business Day at fair value. The bases of valuations of the

securities/instruments are as follows:

Investments in quoted securities that are listed on the Bursa Malaysia are generally valued at

the last done market price. Investment in quoted securities that are listed on the foreign

exchange markets will be valued based on the last done prices available at the close of the

Business Day of the respective markets on the same calendar day. For suspended quoted

security where recoverability is doubtful, it is deemed impaired and generally have no value.

Unrealised gains or losses are taken to the unrealised reserves and not distributable.

Unlisted fixed income securities are generally valued at least once on a Business Day with the

appropriate price by reference to quotes / yields published by approved bond pricing agency

(BPA). Where the Manager is of the view that the price / yield quoted by BPA for a specific

bond differs from the “market price” by more than 20 basis points, the Manager may use the

“market price” provided that the Manager records its basis for using a non-BPA price,

obtains the necessary internal approvals to use the non-BPA price and keeps an audit trail of

all decisions and basis for adopting the “market price”. Such market price must be obtained

from a minimum of three (3) independent sources of approved dealers/bankers with a time

interval as frequent as practical (at least once a week). For avoidance of doubt, “market

price" here means an appropriate price by reference to the average indicative yield quoted

by two or more independent and reputable institutions. For foreign unquoted fixed income

securities, valuation will be based on prices by reference to the average indicative yield

quoted by two or more independent and reputable institutions.

Derivatives instruments are marked-to-market on a daily basis. Any changes in the value of

the contracts are adjusted for directly in the margin accounts, with a corresponding

recognition in the unrealised reserves.

Investment in units or shares in other collective investment schemes will be valued based on

the last published repurchase price.

When no market price is available, including in the event of a suspension in the quotation of

the securities for a period exceeding 14 days, or such shorter period as agreed by the

Trustee, or during abnormal market conditions or when the last done prices or quotes do

not represent the fair values of the securities, such securities will be valued prudently in

accordance with approved accounting standard (or appropriate rate/fair value carried out in

such manner which requires the verification of the Auditor and the approval of the Trustee

after appropriate technical consultation). Quoted securities are deemed illiquid when the 30-

days average traded volume within the last fourteen (14) days is less than five percent of the

total traded volume of the related class of securities quoted on the same stock exchange.

Unquoted securities are deemed illiquid when the average traded volume within the last six

(6) months is less than five percent of the total trades of its class (i.e. PDS, MGS or

otherwise).

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For suspended quoted security and/or defaulted fixed income security where there is

objective evidence of irrecoverability, the recoverable amount of the security, if any, is

calculated and an impairment loss is recognised as the unrecoverable amount. For equity

instrument, a significant (generally more than 20%) or prolonged (generally 6 months)

decline in fair value below its cost, is objective evidence of impairment.

Incorrect Valuation or Pricing

The Manager must take immediate remedial actions to rectify any incorrect valuation of the

Fund or pricing of the Units in the Fund. Where there is incorrect valuation of the Fund or

pricing of the Units, rectification must extend to the reimbursement of moneys:

by the Manager to any or more of the following:

- the Fund;

- Unit Holders of the Fund; or

- former Unit Holders of the Fund; or

by the Fund to the Manager.

However, the rectification need not extend to any reimbursement to the Unit Holders or

former Unit Holders where it appears to the Trustee that the incorrect valuation of the Fund

or pricing of the Units is of minimal significance.

Policy on Gearing

The Fund is prohibited from borrowing other assets (including borrowing of securities within

the meaning of Guidelines on Securities Borrowing and Lending) in connection with its

activities. However, the Fund may borrow cash for the purpose of meeting repurchase

request for Units and for Short-Term bridging requirements. The Manager should ensure

that the borrowings are subjected to the following:

the Fund’s cash borrowing is only on a temporary basis and that borrowings are not

persistent;

the borrowing period should not exceed one month;

the aggregate borrowing of the Fund should not exceed 10% of the Fund’s NAV at the

time the borrowing is incurred; and

the Fund may only borrow from licensed financial institutions.

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RISK FACTORS All types of investment carry some degree of risk which may have an adverse effect on the

price of the Fund. Therefore, before making an investment decision, investors are advised to

consider the different types of risks that may affect the wholesale fund. Below are some of the

general risks of investing in wholesale funds and specific risks associated with the investment

portfolio of the Areca Flexi fixedINCOME Fund.

General Risks of Investing in wholesale funds

Inflation/Purchasing Power Risk

Inflation reduces the purchasing power of money. Therefore, to maintain an

investment’s purchasing power, its total return must keep pace with inflation rate. In an

inflationary environment, fixed rate securities are exposed to higher inflation risk than

inflation-linked securities.

Fund Management Risk

The performance of a wholesale fund depends on the experience, knowledge and

expertise of the fund manager and the investment strategies adopted. The risk remains

that the securities which the fund manager has selected will not perform as expected

and this could cause the Fund’s returns to lag behind similiar funds’ returns.

Loan Financing Risk

Investors must be aware of the inherent risk involved with loan financing for investment

including the investor’s ability to pay the loan instalments, which may be affected by

unforeseen circumstances such as increase in interest rate. If loan taken is a variable

rate loan, and if interest rate rises, the total repayment amount will thus increase.

Investors may be required to pledge units held in unit trust funds, securities and any

other acceptable securities or assets as collateral to cover the loan margin. In addition,

if unit prices were to fall beyond a certain level, the investors will also be required to

top up the shortfall amounts either in cash or with additional collaterals. If the top-up is

not made within the prescribed time, the investors’ units may be sold to settle the loan

financing.

Risk of Non-Compliance

The wholesale fund’s objective may be affected should the Manager does not adhere to

the Fund’s investment mandate. In this instance, the compliance unit of the Manager

would oversee the operations of the Fund to reduce and minimise instances of non-

compliance with internal policies and the relevant laws, regulations and guidelines.

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Specific Risks Associated with the Investment Portfolio of Areca Flexi fixedINCOME Fund

Liquidity Risk (Bond/Fixed Income)

Liquidity risk is defined as the ease with which a security can be sold at or near its fair

value depending on the volume traded on the market. To minimise liquidity risk, the

Manager intends to invest in a range of product mainly in Short-Term, high quality

instruments including collective investment schemes where the market for such

instruments is more liquid compared to Long-Term bonds.

Credit/Default Risk

Credit or default risk arises when there is a possiblity that an issuer is unable to pay

interest/profit due and/or the principal on time. The Manager expects to be able to

reduce credit risk substantially by mainly investing in high quality securities.

Downgrade of Issuers Risk

Any credit ratings given to the issuers may be subject to suspension, downgrade or

withdrawal at any time. In the event any of the credit ratings of the issuers of the

investments of the Fund fall below the required minimum credit ratings, the Manager,

acting in the interest of the Fund, would use their best efforts to dispose the holdings

before maturity, failing which, it shall be held to maturity.

Interest Rate Risk

This risk relates to unforeseen movements in the direction of interest rates. The

Manager’s top-down investment approach ensures that a thorough evaluation of

macro-economic variable is undertaken before an interest rate strategy is implemented.

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FEES, CHARGES AND EXPENSES

Charges Directly Incurred

Below are the charges directly incurred when you buy or redeem Units of the Fund:

Entry Fee (Service Charge)

Distribution channels Maximum rate

Direct Investment through the Manager Up to 2% of the amount invested

Third party distributors including appointed

Institutional Unit Trust Adviser

Up to 2% of the amount invested

The entry fee payable for investments in a Fund is equivalent to the specified percentage

of the NAV per unit of the Fund.

Please refer to page 21 for an illustration on the calculation of the entry fee.

Penalty/Exit Fee

The following penalty/exit fee will be imposed on the Unit Holders if liquidation request is made within 12 months of the date of investment:

Distribution channels Maximum rate

Direct Investment through the Manager Up to 1% of the amount liquidated

Third party distributors including appointed

Institutional Unit Trust Adviser

Up to 1% of the amount liquidated

All penalty/exit fee imposed on the Unit Holders will be credited to the Fund.

No penalty/exit fee will be imposed after the 12 months’ period. The Manager may, at its

discretion to waive the exit fee.

The penalty/exit fee payable for liquidation of investment in the Fund is equivalent to the

specified percentage of the NAV per unit of the Fund.

Fee and Expenses Indirectly Incurred

Below are the fees and expenses indirectly incurred when you invest in the Fund:

Annual Management Fee: Up to 1.25% p.a of the NAV of the Fund

Trustee Fee: 0.05% p.a. of the NAV of the Fund. The Manager may bear the Trustee Fee

of up to 0.05% .

For details of computation of Management Fee, please refer to page 20.

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Direct Expenses Related to the Fund

Below is a list of expenses directly related to the Fund, which include:-

Auditors’ fee;

Commissions paid to brokers;

Cost of convening meetings of Unit Holders;

Cost of printing and postage of reports and statements;

Tax Advisors’ fee;

Taxes;

Valuation fee; and

Other related costs as allowed by the Deed.

Other Charges and Fees

Other charges

In executing your transaction, certain charges may be incurred. For instance, bank charges,

telegraphic charges and courier charges. We reserve the right to vary such conditions on

other charges and fees from time to time, which shall be communicated to you in writing.

Rebates and Soft Commissions

The Manager will retain soft commissions received from stockbrokers, provided these are of

demonstrable benefit to the Unit Holders. The soft commissions may take the form of goods

and services such as data and quotation services, computer software incidental to the

management of the Fund and investment related publications. Cash rebates, if any, will be

directed to the account of the Fund.

There are fees and charges involved and investors are advised to consider the fees and

charges before investing in the Fund.

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TRANSACTION INFORMATION

Calculation of Unit Prices

Valuation Point

Valuation point refers to the time(s) on a Business Day as may be decided by the Manager

where the NAV of the Fund is calculated. The Manager may consider additional valuation

point for the Fund during a Business Day when there is a material market movement (more

than 5% of the last valuation point) within the day.

Single Pricing

The Manager adopts the single pricing policy to price the Units in relation to investment and

liquidation of Units. This means that the selling of Units by the Manager (i.e. when you

purchase Units and invest in the Fund) and repurchase of Units by the Manager (i.e. when

you redeem your Units and liquidate your investments) will be carried out at NAV per Unit

(the actual value of the unit). The entry or penalty/exit fee (if any) would be computed

separately based on your net investment/liquidation amount. The single price for investment

and liquidation of Units shall be the daily NAV per Unit at the next valuation point after the

Manager receives the investment or liquidation application (i.e. forward prices are used).

NAV of the Fund

The NAV of the Fund is calculated at least once on each Business Day and is defined as the

total value of the Fund’s investment, assets and properties less any liabilities or provisions.

Where applicable, investment income, interest payable, fees and other liabilities will be

accrued daily in arriving at the NAV of the Fund. The NAV per unit is then determined by

dividing the NAV of the Fund by the number of Units in issue rounded to four (4) decimal

places.

Illustration 1: Computation of NAV of the Fund

RM Investment 180,000,000.00

00 Add: Assets 10,000.00

180,010,000.00 Less: Liabilities 8,000.00

NAV before deducting Management Fee for the day 180,002,000.00 Less: Management Fee for the day (1.25%) 6,164.45

180,002,000 x 1.25% 365

Less: Trustee Fee for the day (0.05%) 246.58

180,002,000 x 0.05%

365

NAV 179,995,588.97

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NAV per Unit

NAV per unit of the Fund is calculated by dividing the NAV of the Fund by the number of

Units in circulation at the same valuation point. If the Units in circulation are 180,000,000

units at the point of valuation, therefore;

Illustration 2: Computation of NAV per Unit

NAV per Unit of the Fund = NAV ÷ Units in Circulation

= RM179,995,588.97 ÷ 180,000,000

=RM0.9999754

=RM1.0000 (rounded to 4 decimal places)

Investment of Units

Investors may invest in Units of the Fund on any Business Day. The number of Units invested

is determined by dividing the investment amount (excluding Entry Fee), with the NAV per

Unit at the next valuation point after the Manager receives the investment application,

rounded up to 2 decimal places.

Illustration 3: Allocation of Units to Investor

Assuming you invest RM100,000 into the Fund, and the NAV per Unit of the Fund is

RM1.000, therefore;

RM

Investment amount 100,000

Add: Entry Fee of 2% (RM100,000 x 2%) 2,000

Total amount payable by investor 102,000

Value of investment 100,000

Divided by NAV per Unit 1.0000

Units credited to investor’s account 100,000

Liquidation of Units

Investors may liquidate their investments on any Business Day. The liquidation value is calculated by multiplying the number of Units to be liquidated with the NAV per Unit at the next valuation point after the Manager receives the liquidation request. If the liquidation request leaves a Unit Holder with less than 50,000 Units (minimum balance), the Unit Holder may be required to make an application for the Manager to liquidate all the Unit Holder’s holding in the Fund.

As a measure to discourage fluctuation of NAV due to liquidation of assets to meet

repurchase request which could be disruptive to the Fund’s performance, Unit Holder will be

subjected to a penalty/exit fee of up to 1% of the liquidation proceeds if liquidation is made

within 12 months’ of the date of investment.

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Illustration 4: Calculation of liquidation proceeds paid to investor

Assuming you request to liquidate 150,000 Units and the NAV per unit of the Fund is

RM1.5000, therefore;

RM

Number of Units liquidated 150,000

Multiply by NAV per Unit 1.500

Liquidation Value 225,000

Net amount payable to investor 225,000

If the liquidation request is made within the first 12 months from the investment date

(i.e: your investment period is less than 12 months), a penalty/exit fee of up to 1% of the

amount liquidated is imposed.

Liquidation Value 225,000

Deduct penalty/exit Fee of 1% of the liquidation value (RM225,000 x 1%) 2,250

Net amount payable to investor 222,750

Initial Offer Period

The initial offer period is 21 days from the date of this Information Memorandum.

Initial Offer Price

The initial offer price is RM1.0000 per Unit.

Making an Investment Investments can be made at the Manager’s office or our appointed third party distributors

including Institutional Unit Trust Adviser after completing an investment form. New investors

are required to complete an account opening form. Application to invest must be

accompanied by either a copy of the applicant’s identity card, passport or other

identification.

Payment Methods

o By a crossed cheque, banker’s draft, money order or cashier’s order, made payable to

“Areca Capital Sdn Bhd”.

o By depositing into any of our principal bank accounts;

Malayan Banking Berhad:

State Account No.: State Account No.:

Kuala Lumpur 5-12231-327139 Kuching 5-11113-459460

Pulau Pinang 5-07068-123309 Kota Kinabalu 5-10107-617276

Johor Bahru 5-01123-144067

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Standard Chartered Bank Malaysia Berhad:

State Account No.: State Account No.:

Kuala Lumpur 312 157161615 Kuching 420 156626851

Pulau Pinang 407 156814739 Kota Kinabalu 390 156686684

Johor Bahru 388 100267058

For investments made through our appointed third party distributors including

Institutional Unit Trust Adviser, please contact the respective distributors/agent for

their bank account numbers.Investors are advised not to make any payment in cash

when purchasing Units of the Fund via any institutional/retail agent.

Cooling-off Right

Cooling-off right is not available for the Fund.

Transfer of Units

Transfer facility is not available for the Fund.

Switching of Units

Switching facility is not available for the Fund.

Income Distribution and Reinvestment Policies

It is the intention of the Manager to declare distribution of income yearly or more

frequently, subject to the availability of the distributable income. The amount of income to

be distributed will vary from period to period, depending on interest rates, market

conditions, and the performance and objective of the Fund.

Unit Holders may opt for either of the following distribution methods:

(a) reinvestment of the distribution amount into additional units in the Fund. No entry fee is imposed; or

(b) distribution to be paid via cheque sent to the Unit Holder at the last postal address given

to us.

In the absence of instructions to the contrary from a Unit Holder, the Manager is entitled to

reinvest the income distributed from the Fund in additional units of that Fund at the NAV per

Unit at the end of the distribution day (at ex-distribution price) with no entry fee. The

Manager does not adopt the dividend equalisation policy. Dividend equalisation refers to the

distributable portion (non-taxable) of the fund created to equalise the dividend payable on

units purchased at different times.

Unclaimed Monies Policy

Any monies which remain unclaimed after 12 months from the date of payment or any such

other period as is prescribed by the Unclaimed Moneys Act, 1965 shall be dealt with in

accordance with the provisions of the Unclaimed Moneys Act.

Please refer to the Guide on “How to buy and sell?” on page 24 for further details.

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How to Buy and Sell?

How To Documents required/Action Minimum Amount

What the investor will receive

Make an investment

For new investors:

Completed and signed Account Opening form, Customer Information Form and investment form;

Legible photocopy of identity card or passport for each applicant, in the case of individual applicant;

Certified true copy of certificate of incorporation, Form 24 & 49, Memorandum and Articles of Association or Constitution or By laws, Company Resolution, in the case of corporate applicant;

Payment or proof of payment;

Submit to the Manager by hand or by post.

For existing investors:

Completed and signed investment form;

Payment or proof of payment;

Submit to the Manager by hand or by post.

RM100,000

Confirmation of account opening

Confirmation of investment

Liquidate an investment

Completed and signed liquidation form;

Submit to the Manager by hand or by post.

RM100,000 or 200,000 Units

Liquidation Advice

Cooling-off period is not available for the Fund.

Transfer facility is not available for the Fund.

Switching facility is not available for the Fund.

The Manager, may at its discretion, lower or raise the minimum transaction amounts

of the Fund.

Cut off time for transaction of Units is 3.30p.m. on a Business Day. Where the

transaction forms are received after cut-off time, your request will be deemed to be

received on the next Business Day.

The minimum holding requirement in the account is 50,000 Units.

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If the liquidation request leaves a Unit Holder with less than 50,000 Units (minimum

balance) or such other limit at the Manager’s discretion remains in his account, the

Unit Holder may be required to make an application for the Manager to liquidate all

the Unit Holder’s holding in the Fund.

In the event an account has more than one registered holder, the principal holder

shall receive the confirmation advice, all notices and correspondence in respect of the

Fund, as well as any liquidation proceeds, unless there is an instruction given to the

contrary.

Application for Units received by the Manager on a Business Day will have the units

issued at the Fund’s NAV per unit calculated at the end of that particular Business Day

(i.e. forward pricing, please refer to page 20 on the computation on NAV).

The Manager reserves the right to accept or reject any application for Units if the

information is incomplete, or if not accompanied by the required documents, or is not

signed by investors/authorised representative of the investors or where there are any

other reasonable grounds to reject it. Unsuccessful applicants will be notified and

entitled to a full refund.

Transaction forms can be obtained from our office or can be downloaded from our

website.

Units can be bought on any Business Day from Monday to Friday at the following

locations:

Head Office

107, Blok B, Pusat Dagangan Phileo Damansara I, No.9 Jalan 16/11, Off Jalan

Damansara, 46350 Petaling Jaya

Tel: 603-7956 3111, Fax: 603-7955 4111

Email: [email protected]

Penang branch

368-2-02 Belissa Row, Jalan Burma, Georgetown, 10350 Pulau Pinang

Tel: 604-210 2011, Fax: 604-210 2013

Ipoh branch

11A, (First Floor), Persiaran Greentown 5, Greentown Business Centre, 30450 Ipoh,

Perak.

Tel: 605-249 6697, 605-249 6698, Fax: 605-249 6696

We may also appoint third party distributors/IUTA to distribute the Fund. Please

contact us at 03-7956 3111 for the list of appointed distributors/IUTA.

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THE PEOPLE BEHIND ARECA CAPITAL SDN BHD

Areca Capital Sdn Bhd was incorporated in July 2006 under the Companies Act, 1965, with

paid-up capital of 5million ordinary shares and 7million preference shares issued at RM1.00

each. The shareholders’ fund currently stood at about RM10.8million. The shareholders of

Areca Capital Sdn Bhd are Jerneh Asia Berhad (363984-X), Kumpulan RZA Sdn Bhd (48009-V),

Mr. Danny Wong Teck Meng and Puan Nor Juleeana Badron.

Areca is a licensed fund manager approved by the SC in February 2007. We are engaged in

the business of managing, administering, marketing and distributing unit trust funds and

managing and administering funds under private mandates. We launched our 3 maiden

funds in April 2007.

As at 28 February 2011, we are managing 6 unit trust funds, namely Areca incomeTRUST,

Areca equityTRUST, Areca moneyTRUST, Areca enhancedINCOME, Areca Steady

fixedINCOME and Areca Recovery Growth funds. We have a staff force of 22 executives and

4 non-executives.

For Financial Year Ended 30 April

2008 2009 2010

Paid-up Share Capital (RM’000) 12,000 12,000 12,000

Shareholders’ Funds (RM’000) 11,088 10,809 10,843

Turnover (RM’000) 182,756 123,107 153,443

Pre-tax Profit/(Loss) (RM’000) (591) (279) 66

Profit/(Loss) after tax (RM’000) (591) (279) 34

Duties and Responsibilities of the Manager

The Manager’s principal duty is to manage and administer the funds in a proper and efficient

manner in accordance with the Guidelines and applicable securities laws, acceptable and

efficacious business practice within the fund management industry and the internal controls

and policies of Areca.

Roles and Primary Function of the Board of Directors and Investment Committee

Board of Directors of Areca Capital Sdn Bhd

The Board of Directors of the Manager plays an active part in the affairs of the Manager and

the funds under their management. The Board has five members who meet at least once

every two months to receive recommendations and reports on investment activities from

the Investment Committee of the funds and the senior representatives of the Manager.

Investment Committee for the Fund

The Investment Committee is fully responsible for the Fund’s investment policies and

guidelines, and shall review and approve the investment strategies undertaken by the fund

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manager for the Fund. Investment Committee meetings are held monthly or more frequently

if required. The Manager has appointed an Investment Committee, which comprise of 2

independent members and 2 non-independent members, for the Funds.

Profile of Directors and Members of the Investment Committee

Name: Danny Wong Teck Meng

Designation: Non-Independent Director, Executive Director/Chief Executive Officer

Qualifications: Fellow member of the Association of Chartered Certified Accountants

(ACCA)(UK), member of Financial Planning Association of Malaysia,

Certified Financial Planner (CFP).

Experience: He has more than 17 years experience in stock broking, asset

management and unit trusts.

Name: Dato’ Wee Hoe Soon @ Gooi Hoe Soon

Designation: Independent Director, Chairman & Independent Investment

Committee Member, Chairman

Qualifications: Member of the Malaysian Institute of Certified Public Accountant and

Malaysian Institute of Accountants.

Experience: He has more than 30 years experience in the field of accounting and

corporate finance.

Name: Raja Datuk Zaharaton binti Raja Dato’ Zainal Abidin

Designation: Non-Independent Director & Non-Independent Investment

Committee Member

Qualifications: Masters in Economics (University of Leuven, Belgium), Bachelor of

Economics (University of Malaya)

Experience: She has served the Government of Malaysia in various capacities for

36 years.

Name: Dr.Junid Saham

Designation: Independent Director & Independent Investment Committee Member

Qualifications: Bachelor and Master Degree in Economics (University of Canterbury,

New Zealand), Doctor of Philosophy (Economics) (University of Hull,

UK)

Experience: He has more than 36 years experience in audit, banking and finance.

Currently, he is a director of Dialog Group Berhad, Industronics Berhad

and Master-Pack Group, (formerly known as Hunza Consolidation

Berhad).

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Name: Tam Chiew Lin

Designation: Non-Independent Director

Qualifications: Diploma in Applied International Management (Swedish Institute of

Management), Postgraduate Certificate in Business Administration

(University of Wales, Bangor), Fellow of the Institute of Chartered

Accountants (England and Wales), member of the Malaysian Institute

of Certified Public Accountants and the Malaysian Institute of

Accountants.

Experience: She has more than 16 years of experience in finance and corporate

advisor. She is currently the Managing Director of Jerneh Asia Berhad

and sits on the Board of several subsidiaries of the Jerneh Group. She

is also on the Board of HSBC Amanah Takaful (M) Sdn Bhd and Jerneh

Insurance Berhad (wholly-owned subsidiary of Ace Ina International

Holdings Ltd.)

Name: Teoh Boon Kiaw

Designation: Non-Independent Investment Committee Member

Qualifications: Chartered Institute of Management Accountants (CIMA)(UK),

Malaysian Institute of Accountants (MIA), Pasaran Kewangan Malaysia

Certificate (PKMC)(Bank Negara Malaysia).

Experience: She has more than 10 years of experience in accounting and finance field. She is currently the Head of Corporate Finance Department of Jerneh Asia Berhad.

Material Litigation

As at 28 February 2011, there is no current material litigation and arbitration, including

those pending or threatened, or any facts likely to give rise to any proceedings which might

materially affect our business and/or financial position or any of our delegates.

Fund Management Function

The fund manager is authorized to manage the Fund in accordance with the investment

objective of the Fund. This authority is subject to the requirements of this Information

Memorandum, the Deed, the Guidelines, the Act, acceptable and efficacious business

practice within the fund management industry and the policies and internal controls of the

Manager. The fund manager will report to the Investment Committee of the Fund and will

implement the investment strategies selected by the Investment Committee.

Designated Person Responsible for the Management of the Fund

The designated person responsible for the management of the Fund is Mr. Edward Iskandar

Toh.

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Profile of Key Personnel

Name: Danny Wong Teck Meng

Designation: Chief Executive Officer/Executive Director

Qualifications: Profile as set out above

Experience: Profile as set out above

Name: Lim Swee Gim

Designation: Senior General Manager

Qualifications: Member of Malaysian Institute of Certified Public Accountant and

Malaysian Institute of Accountants.

Experience: She has more than 20 years experience in audit and finance.

Name: Edward Iskandar Toh

Designation: Chief Investment Officer

Qualifications: Bachelor of Business Studies degree (Curtin University, Australia)

Experience: He has over 19 years of experience in the fixed income markets.

Name: Nor Juleeana binti Badron

Designation: Manager - Investment

Qualifications: Bachelor of Commerce and Administration (Victoria University of

Wellington, New Zealand)

Experience: She has more than 17 years experience in stock broking, asset

management and unit trusts.

Name: Esther Gan

Designation: Assistant General Manager – Finance & Operations

Qualifications: Master of Commerce Applied Finance concentration (The University

of Queensland, Australia), Fellow member of the Association of

Chartered Certified Accountants and member of Malaysian Institute

of Accountants Experience: She has more than 10 years experience in finance.

Name: Adeline Yeo

Designation: Head – Management Information Systems

Qualifications: Bachelor of Science in Communication and Information Technology

(Edith Cowan University, Australia)

Experience: She has more than 10 years of IT experience in the unit trust industry.

Name: Tracy Khiew

Designation: Compliance Officer

Qualifications: Bachelor of Arts in Social Science (National University of Malaysia)

Experience: She has more than 8 years experience in the unit trust industry,

including 3 years in compliance.

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Trustee: OSK Trustees Berhad OSK Trustees Berhad was incorporated in Malaysia under the Companies Act, 1965 on 6

March 2002. It is registered as a trust company under the Trust Companies Act, 1949 and is

also registered with the SC to conduct unit trust business. The principal activity of OSK

Trustees Berhad is providing private and corporate trustee services. OSK Trustees Berhad has

been in the trustee business since 2002.

The present authorised share capital of OSK Trustees Berhad is RM25,000,000 comprising

2,500,000 ordinary shares of RM10.00 each, of which 1,200,000 are currently issued and

credited as partially paid-up of RM5.00 each in OSK Trustees Berhad. The shareholders are as

follows:

Shareholders Percentage (%)

OSK Holdings Berhad 20

OSK Investment Bank Berhad 20

OSK Nominees (Tempatan) Sdn Berhad 20

OSK Nominees (Asing) Sdn Berhad 20

OSK Futures & Options Sdn Berhad 20

OSK Trustees Berhad undertakes all types of trustee business allowed under the Trust

Companies Act, 1949, ranging from private trustee services to corporate trustee services.

OSK Trustees Berhad offers corporate trustee services such as trustee for real estate

investment trusts (REITs), unit trust funds, custodian services, private debt securities, golf

clubs/associations, time-sharing schemes, provident and retirement funds, sinking funds and

stakeholders. Its private trustee services include estate planning services (will writing,

custodian, executor/trustee services), trustee of charitable trusts, trustee of insurance trusts,

attorney/agent for executor, administrator or trustee and trustee of private purpose trusts.

As of 28 February 2011, OSK Trustees Berhad is the trustee for sixteen (16) unit trust funds, eleven (11) wholesale funds and three (3) REITs under the revised Guidelines on REIT dated 21 August 2008. As of 28 February 2011, OSK Trustees Berhad’s staff strength comprises 41 executives and 6 non-executive staff.

Board of Directors

The following table sets out information regarding the Board of Directors of the Trustee:-

Name Directorship

Dato’ Nik Mohamed bin Nik Yahya Independent Non-Executive Director

Foo San Kan Independent Non-Executive Director

Woo Lai Mei Non-Independent Executive Director

Dato’Nik Mohamed Din bin Datuk Nik Yusoff Non-Executive Director

Woon Chong Boon Non-Executive Director

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Financial Information

The following is a summary of the past performance of OSK Trustees Berhad based on the

audited accounts for the last 3 years:

For Financial Year Ended 31 December

2007 2008 2009

Paid-up Share Capital (RM’000) 4,500 4,500 4,500

Shareholders’ Funds (RM’000) 2,047 2,249 3,160

Turnover (RM’000) 3,771 5,263 6,004

Loss before taxation (RM’000) (1,044) (218) 920

Loss after taxation (RM’000) (1,044) 201 911

Trustee’s Statement of Responsibility

The Trustee has given its willingness to assume the position as Trustee of the Fund and all the obligations in accordance with the Deed, the Guidelines, securities laws and other relevant law, and also its willingness to provide indemnity to the Manager for the benefit of the Unit Holders of the Fund for any loss incurred as a result of any non-performance of the Trustee.

Duties & Responsibilities of The Trustee

The Trustee’s functions, duties and responsibilities are set out in the Deed. The general function, duties and responsibility of the Trustee include, but are not limited to, the following:

(a) Acting as trustee and safeguarding the rights and interests of the Unit Holders;

(b) Holding the assets of the Fund for the benefit of the Unit Holders; and

(c) Exercising all the powers of a trustee and the powers that are incidental to the

ownership of the assets of the Fund.

The Trustee has covenanted in the Deed that it will exercise all due diligence and vigilance in carrying out its functions and duties, and in safeguarding the rights and interests of Unit Holders.

Trustee’s Delegate

The Trustee has appointed Malayan Banking Berhad as the custodian of the quoted and unquoted investments of the Fund. The custody services provided by the custodian include clearing and settlement, safekeeping, corporate events monitoring and processing, income collection, reporting on securities and cash transactions and positions. All investments are registered in the name of the custodian or its nominee for the account of the Fund. The custodian acts only in accordance with instructions from its principal, OSK Trustees Berhad.

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Material Litigations

As at 28 February 2011, the Trustee is not engaged in any material litigation, claims or arbitration, either as plaintiff or defendant, which may have a material effect on the financial position of the Trustee, and the Board of Directors of the Trustee does not know of any other proceedings pending or threatened or of any facts likely to give rise to any proceedings which may materially and adversely affect the financial position or business of the Trustee.

Key Personnel Of The Trustee

Name: Woo Lai Mei

Position: Director

Qualification/

Experience:

Bachelor of Laws (Honours) Degree from The University of Buckingham (UK) and is a Barrister-of-Law of Lincoln’s Inn. She has more than 10 years of experience in legal industry. Ms Woo is head of OSK the Group’s legal team which provides legal counsel and general corporate advisory to the Board of Directors and the Group’s subsidiaries (both local and regional) and its business and support units. She is currently the Director of OSK Trustees Berhad.

Name: Joyce Lim

Position: Vice-President, Corporate Trustee Services

Qualification/

Experience:

Master of Business Administration (University of Bridgeport,

Connecticut, U.S.A), Bachelor of Science in Finance and International

Business (University of Bridgeport, Connecticut, U.S.A), Certified

Financial Planner (Financial Planning Association of Malaysia). She

has more than 14 years of experinece in the financial industry,

specifically in retail banking, reinssurance, unit trust and private

trustee services.

Name: Mohd Faizal Abdullah

Position: Assistant Vice-President, Corporate Trustee Services

Qualification/

Experience:

Bachelor of Business Administration Degree in Finance (Universiti

Teknologi Mara (UiTM)). He has 6 years experience in finance and

operation in various industries and 2 years experience in fund

management industry, specialising in settlement and back office

operations.

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33

OTHER INFORMATION

Unit Holders’ Rights & Liabilities

Unit Holders’ Rights Unit Holders of the Fund have:

the right to receive distributions of income, if any;

the right to participate in any increase in the value of Units;

the right to receive quarterly and annual financial statements of the Fund and monthly

statements of Unit Holders’ accounts; and

such other rights and privileges as are provided for in the Deed and this Information

Memorandum.

Liabilities of Unit holders

As a Unit Holder of the Fund, and subject to the provisions of the Deed, your liabilities would be limited to the following:

You would not be liable for nor would you be required to pay any amount in addition to

the payment for Units of the Fund as set out in this Information Memorandum and the

Deed; and

You would not be liable to indemnify the Trustee and/or Manager in the event that the

liabilities incurred by the Trustee and/or Manager on behalf of the Fund exceed the NAV

of the Fund.

However, you would not be entitled to request for transfer to you of any assets held by the

Fund or be entitled to interfere with the exercise by the Trustee, or the Manager on its

behalf, of the right of the Trustee as the registered owner of the investments and assets of

the Fund.

Power to Call for Unit Holders Meetings

Meetings directed by Unit Holders

The Unit Holders may direct the Manager to summon a meeting for any purpose including, without limitation, for the purpose of:

requiring the retirement or removal of the Manager;

requiring the retirement or removal of the Trustee;

considering the most recent financial statements of the Fund;

giving to the Trustee such directions as the meeting thinks proper; or

considering any matter in relation to the Deed.

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34

provided always that the Manager shall not be obliged to summon such a meeting unless direction has been received from not less than (50) or one-tenth (1/10) of all the Unit Holders.

Unless otherwise required by the relevant laws, the Manager shall, within twenty-one (21)

days of receiving such a direction from not less than (50) or one-tenth (1/10) of Unit Holders

at the registered office of the Manager, summon a meeting of the Unit Holders by:

sending by post at least fourteen (14) days before the date of the proposed meeting a

notice of the proposed meeting to all the Unit Holders; and

specifying in the notice the place and time of the meeting and the terms of the

resolutions to be proposed at the meeting.

The quorum required for a meeting of the Unit Holders shall be five (5) Unit Holders,

whether present in person or by proxy, provided 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 at

the time of the meeting.

Termination of the Fund

Termination of Trust by the Manager

The Manager may determine the trust hereby created and wind up the Fund in accordance

with the relevant laws or with the prior approval of the relevant authorities.

Upon the termination of the trust by the Manager, the Trustee shall as soon as practicable, give

to each Unit Holder of the Fund being wound up notice of such termination; the Manager shall

notify the existing Unit Holders in writing of the following options:

(a) to receive the net cash proceeds derived from the sale of all the investment and

assets of the Fund less any payment for liabilities of the Fund and any cash produce

available for distribution in proportion to the number of Units held by them

respectively;

(b) to switch to any other collective investment scheme managed by the Manager

upon such terms and conditions as shall be set out in the written notification; or

(c) to choose any other alternative as may be proposed by the Manager.

Termination of Trust by the Trustee

Where the termination of the Fund and the winding-up of the Fund have been occasioned by

any of the events set out herein;

a) if the Manager has gone into liquidation, except for the purpose of reconstruction

or amalgamation upon terms previously approved in writing by the Trustee and the

relevant authorities;

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35

b) if, in the opinion of the Trustee, the Manager has ceased to carry on business; or

c) if, in the opinion of the Trustee, the Manager has to the prejudice of Unit Holders

failed to comply with the provisions of the Deed or contravened any of the

provisions of any relevant law.

the Trustee shall summon a Unit Holders meeting to get directions from the Unit Holders and

also arrange for a final review and audit of the final accounts of the Fund by the Auditor of the

Fund; in all other cases of termination of the trust and winding-up of the Fund, such final review

and audit by the Auditor of the Fund shall be arranged by Manager.

Procedure on Termination

Upon the termination of the Fund, the Trustee shall:

a) sell all the assets of the Fund then remaining in its hands and pay out of the Fund

any liabilities of the Fund; such sale and payment shall be carried out and

completed in such manner and within such period as the Trustee considers to be in

the best interests of the Unit Holders; and

b) from time to time distribute to the Unit Holders, in proportion to the number of

Units held by them respectively:

i) the net cash proceeds available for the purpose of such distribution and derived

from the sale of the investments and assets of the Fund less any payments for

liabilities of the Fund; and

ii) any available Cash Produce.

provided always that the Trustee shall not be bound, except in the case of final distribution, to

distribute any of the moneys for the time being in his hands the amount of which is insufficient

for payment to the Unit Holders of Fifty (50) sen in respect of each Unit and provided also that

the Trustee shall be entitled to retain out of any such moneys in his hands full provision for all

costs, charges, taxes, expenses, claims and demands incurred, made or anticipated by the

Trustee in connection with or arising out of the winding-up of the Fund and, out of the moneys

so retained, to be indemnified against any such costs, charges, taxes, expenses, claims and

demands; each such distribution shall be made only against the production of such evidence as

the Trustee may require of the title of the Unit Holder relating to the Units in respect of which

the distribution is made.

In the event of the Fund is terminated, the Trustee shall be at liberty to call upon the

Manager to grant the Trustee, and the Manager shall so grant, a full and complete release

from the Deed and the Manager shall indemnify the Trustee against any claims arising out of

the Trustee's execution of the Deed provided always that such claims have not been caused

by any failure on the part of the Trustee to exercise the degree of care and diligence required

of a trustee as contemplated by the Deed and all relevant laws.

The Manager or the Trustee shall, as soon as practicable after the winding-up of the Fund informed the Unit Holders and the relevant authorities of the same in such manner as may be prescribed by any relevant law.

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36

ADDITIONAL INFORMATION

You may always contact our team of Customer Service personnel who would be happy to

assist you in your:

Enquiry on the balance in your account and market value;

Investment, liquidation, transfer, and cooling-off request;

Request to update personal details; and

Fund’s NAV or any other queries regarding the Fund’s performance.

You may choose to communicate with us via:

Telephone : 603 7956 3111

Facsimile : 603 7955 4111

E-mail : [email protected]

In addition, you may also review the NAV per Unit of the Fund in any major local newspaper

or visit our website at www.arecacapital.com to obtain more information on us, our products

and services.

Investors can constantly keep abreast of their investment portfolio’s via:

Quarterly Reports;

Annual Reports;

Statements (or such other documents as determined by the Management

Company); or

Areca Online.

Investors are advise to keep their statement for record purposes.

Anti-Money-Laundering (“AML”) policies and procedures

When opening new accounts and entering into a transaction with a client, the Manager

identifies and verifies the client through documents such as identity card, passport, birth

certificate, driver’s licence, constituent documents or any other official documents, whether

in the possession of a third party or otherwise. Such documents shall be filed by the Manager

in accordance with relevant laws.

All cases of suspicious transactions must be reported by the relevant staff to the Compliance

Manager. The Compliance Manager is to obtain relevant information from the relevant staff

where applicable and evaluate evidence and report matters relating to AML to the Board. If

further action is warranted, that suspicious transaction report will then be submitted to the

Financial Intelligence Unit of Bank Negara Malaysia as well as the SC.

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37

Other Documents Available for Inspection

The following documents or copies thereof will be available for inspection (without charge)

for a period of not less than 12 months during normal business hours at the registered office

of the Manager or such other place as the SC may determine:

The Deed and Supplemental Deed(s), if any;

Latest quarterly and annual reports of the Fund;

Audited financial statements of the Fund and Manager for the current financial year

(where applicable) and from the date of establishment/incorporation, if less than three

years, preceding the date of this Information Memorandum; and

All reports, letters or other documents, valuations and statements by any expert, any

part of which is extracted or referred to in the Information Memorandum, the

corresponding full expert’s report should be made available for inspection.

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38

DIRECTORS’ RESPONSIBILITY STATEMENT

This Information Memorandum has been seen and approved by the Directors of Areca

Capital 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.

Directors:

Danny Wong Teck Meng

(Executive)

Dato’ Wee Hoe Soon @ Gooi Hoe Soon

Dr. Junid Saham

Raja Datuk Zaharaton binti Raja Dato’ Zainal Abidin

Tam Chiew Lin

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THIS FIRST SUPPLEMENTARY INFORMATION MEMORANDUM HAS TO BE READ IN

CONJUCTION WITH THE INFORMATION MEMORANDUM DATED 3 JANUARY 2012.

This First Supplementary Information Memorandum is dated

20 September 2013

Areca Flexi fixedINCOME Fund

Manager

Areca Capital Sdn Bhd

(Co. No. 740840-D)

Trustee

RHB Trustees Berhad (Formerly Known As OSK Trustees Berhad)

(Co. No. 573019-U)

Custodian

Malayan Banking Berhad

(Co. No. 3813-K)

Investors are advised to read and understand the contents of this First

Supplementary Information Memorandum dated 20 September 2013 and the

Information Memorandum dated 3 January 2012.

If in doubt, please consult a professional adviser.

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THIS FIRST SUPPLEMENTARY INFORMATION MEMORANDUM HAS TO BE READ IN

CONJUCTION WITH THE INFORMATION MEMORANDUM DATED 3 JANUARY 2012.

i

DISCLAIMER

RESPONSIBILITY STATEMENT

This first supplementary Information Memorandum dated 20 September 2013 has been

seen and approved by the directors of Areca Capital 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.

The Securities Commission Malaysia has authorized the Fund, the subject of this first

supplementary Information Memorandum, and the authorization shall not be taken to

indicate that the Securities Commission Malaysia recommends the investment.

RISK DISCLOSURE STATEMENTS

In the event some of the underlying investments of the Fund are not actively traded,

potential investors are warned that under such circumstances, they may face difficulties

in redeeming their investments.

Investors are advised to read and understand the contents of the information

memorandum and this first supplementary information memorandum and obtain

professional advice before subscribing to the Fund.

INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS

AND RISKS OF THE INVESTMENT. IN CONSIDERING THE INVESTMENT,

INVESTORS WHO ARE IN DOUBT ON THE ACTION TO BE TAKEN SHOULD

CONSULT PROFESSIONAL ADVISERS IMMEDIATELY.

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THIS FIRST SUPPLEMENTARY INFORMATION MEMORANDUM HAS TO BE READ IN

CONJUCTION WITH THE INFORMATION MEMORANDUM DATED 3 JANUARY 2012.

1

Unless otherwise provided in this First Supplementary Information Memorandum

dated 20 September 2013, all the capitalised terms used herein shall have the

same meanings as ascribed to them in the Information Memorandum dated 3

January 2012.

EXPLANATORY NOTES

The Manager has on 3 September 2013 submitted a First Supplemental Deed dated 18

September 2013 to the Securities Commission Malaysia to:

i) give effect to the change of trustee name of the Fund from OSK Trustees Berhad to RHB

Trustees Berhad.

Consequentially, all references to OSK Trustees Berhad in respect of the Fund in the

Information Memorandum dated 3 January 2012 shall be replaced with RHB Trustees

Berhad.

ii) modify the Seventh Schedule of the Deed – Permitted Investments to include “Foreign

currency exposure in sovereign bonds and corporate bonds”.

With the amendments in the permitted investments, the Fund may now invest in foreign

markets. As such, the Fund may now be exposed to country risk and currency risk.

Please refer to page 3 for information on the additional risks.

1. GLOSSARY

The following definitions on page 1 and 3 of the Information Memorandum are hereby

deleted and replaced with the following;

i) Deed

The Deed in relation to the Fund dated 28 April 2011 as modified by the First Supplemental

Deed dated 15 August 2013 and any other supplemental deeds that may be entered into

between the Manager and the Trustee and deposited with the SC.

ii) Information Memorandum

Refers to Information Memorandum dated 3 January 2012 and the First Supplementary

Information Memorandum dated 20 September 2013 describing the details of the Fund and

which is deemed to be a prospectus in so far as it related to the liability of the Manager for

any statement of information that is false or misleading or from which there is material

omission.

iii) Trustee

RHB Trustees Berhad (Formerly known as OSK Trustees Berhad)

2. CORPORATE DIRECTORY

The information on OSK Trustees Berhad on page 4 of the Information Memorandum is

hereby deleted and replaced with the following;

RHB TRUSTEES BERHAD (Formerly known as OSK Trustees Berhad)

Registered office:

Level 10, Tower One

RHB Centre

Jalan Tun Razak

50400 Kuala Lumpur

Tel: 03- 9287 8888

Fax: 03- 9280 6507

Business office:

6th Floor, Plaza OSK

Jalan Ampang

50450 Kuala Lumpur

Tel: 03-9207 7777

Fax: 03-2175 3288/ 2175 3223

Email: [email protected]

Website: www.rhbgroup.com

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THIS FIRST SUPPLEMENTARY INFORMATION MEMORANDUM HAS TO BE READ IN

CONJUCTION WITH THE INFORMATION MEMORANDUM DATED 3 JANUARY 2012.

2

3. KEY DATA

The information in relation to the “Trustee” for the Fund on page 6 of the Information

Memorandum is amended to read as follows;

Trustee RHB Trustees Berhad (573019-U) (Formerly known as OSK

Trustees Berhad)

The information on “Specific Risk” on page 7 is amended to read as follows;

Specific Risk Liquidity Risk (Bond/Fixed Income)

Credit/Default Risk

Downgrade of Issuers Risk

Interest Rate Risk

Country Risk

Currency Risk

4. AUTHORISED INVESTMENTS

The information in relation to the “Authorised Investments” for the Fund on page 12 of the

Information Memorandum has been deleted and replaced with the following;

Unless otherwise prohibited by the relevant authorities or any relevant laws and provided

always that there are no inconsistencies with the objective of the Fund, the Fund may

invest in the following:

Fixed income securities issued by the Malaysian government or BNM or any other

government related bodies. Such instruments include Malaysian Government Securities,

treasury bills and BNM bills;

Issues guaranteed by the government of Malaysia or BNM or any state government in

Malaysia;

Issues by financial institutions such as banker’s acceptances and negotiable certificates

of deposit;

Private debt securities including those convertibles into equity. These issues are usually

approved by BNM and/or the SC, and/or are rated by the Rating Agency of RAM or the

MARC. The credit rating of an issue may also be enhanced through bank guarantees or

corporate guarantees;

Foreign currency exposure in sovereign bonds and corporate bonds;

Units and shares in other collective investment schemes;

Derivatives such as futures contract for hedging purposes only; and

Any other form of investments as may be permitted by the relevant authorities from

time to time, where necessary.

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THIS FIRST SUPPLEMENTARY INFORMATION MEMORANDUM HAS TO BE READ IN

CONJUCTION WITH THE INFORMATION MEMORANDUM DATED 3 JANUARY 2012.

3

5. RISK FACTORS

The following write-up on “currency risk” and “country risk” has been added under “specific

risk associated with the investment portfolio of for Areca Flexi fixedINCOME Fund on page

17 of the Information Memorandum.

Specific risks associated with the investment portfolio of Areca Flexi fixedINCOME

Fund.

Country Risk

This is the risk that prices of assets denominated in other currencies may be affected

due to changes in the country’s economic fundamentals, its regulatory, economic or

foreign exchange policies or socio-political factors. The Manager will mitigate this risk

by keeping abreast of regulatory developments that may affect the investments of the

Fund.

Currency Risk

The Fund may have foreign currency exposure in sovereign bonds and corporate bonds.

As such, the Fund would be exposed to foreign currency risk. When foreign currencies

more unfavorably against the base currency of the Funds, which is RM, the investments

denominated in these foreign currencies may suffer currency losses. This is in addition

to any capital gains/losses on the investments.

6. TRUSTEE

The information of OSK Trustees Berhad on page 30 of the Information Memorandum has

been deleted and replaced with the following:

RHB Trustees Berhad

RHB Trustees Berhad (formerly known as OSK Trustees Berhad) (“RHB Trustees Berhad”)

was incorporated in Malaysia under the Companies Act, 1965 on 6 March 2002. It is

registered as a trust company under the Trust Companies Act, 1949 and is also registered

with the SC to conduct unit trust business. The principal activity of RHB Trustees Berhad is

providing retail and corporate trustee services. RHB Trustees Berhad has been in the

trustee business since 2002.

The present authorised share capital of RHB Trustees Berhad is RM25,000,000 comprising

2,500,000 ordinary shares of RM10.00 each, of which 1,200,000 are currently issued and

credited as partially paid-up of RM5.00 each in RHB Trustees Berhad. The shareholders are

as follows:

Shareholders Percentage (%)

RHB Capital Bhd 20

RHB Investment Bank Berhad 20

RHB Nominees (Tempatan) Sdn Berhad 20

RHB Nominees (Asing) Sdn Berhad 20

OSK Futures & Options Sdn Berhad 20

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THIS FIRST SUPPLEMENTARY INFORMATION MEMORANDUM HAS TO BE READ IN

CONJUCTION WITH THE INFORMATION MEMORANDUM DATED 3 JANUARY 2012.

4

RHB Trustees Berhad undertakes all types of trustee business allowed under the Trust

Companies Act, 1949, ranging from corporate trustee services to retail services. RHB

Trustees Berhad offers corporate trustee services such as trustee for real estate investment

trusts (REITs), unit trust funds, private retirement schemes and custodian services. Its

retail services include estate planning services (will writing, custodian and executor/trustee

services) and private trustee services (private purpose trust, investment trust, charitable

trust, insurance trust, business succession trust, estate administration trust, custodian and

stakeholder services).

As of 31 July 2013, RHB Trustees Berhad is the trustee for eight (8) unit trust funds,

thirteen (13) wholesale funds and three (3) REITs.

As of 31 July 2013, RHB Trustees Berhad’s staff strength comprises 40 executives and 5

non-executive staff.

The Board of Directors

The following table sets out information regarding the Board of Directors of RHB Trustees

Berhad:-

Name Directorship

Foo San Kan Independent Non-Executive Director

Woo Lai Mei Non-Independent Executive Director

Dato’ Nik Mohamed Din bin Datuk Nik Yusoff Non-Independent Non-Executive Director

Datuk Haji Faisal @Ibrahim bin Siraj Independent Non-Executive Director

Ong Seng Pheow Independent Non-Executive Director

Financial Position of the Trustee

The following is a summary of the past performance of RHB Trustees Berhad based on

audited accounts for the last 3 years:

Financial Year Ended 31 December

2010

(RM)

2011

(RM)

2012

(RM)

Paid-up capital 6,000,000 6,000,000 6,000,000

Shareholders’ funds 5,266,851 5,657,431 7,075,336

Turnover 6,029,432 6,625,528 7,566,249

Profit before taxation 465,288 475,479 1,924,026

Profit after taxation 606,623 390,580 1,417,905

Trustee’s Statement of Responsibility

RHB Trustees Berhad has given its willingness to assume the position as the Trustee of the

Fund and all the obligations in accordance with the Deed, the Guidelines, securities laws

and other relevant law, and also its willingness to provide indemnity to the Manager for the

benefit of the Unit Holders of the Fund for any loss incurred as a result of any non-

performance of RHB Trustees Berhad.

Duties and Responsibilities of the Trustee

RHB Trustees Berhad’s functions, duties and responsibilities are set out in the Deed. The

general function, duties and responsibilities of RHB Trustees Berhad include, but are not

limited to, the following:

(a) Acting as trustee and safeguarding the rights and interests of the Unit Holders;

(b) Holding the assets of the Fund for the benefit of the Unit Holders; and

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THIS FIRST SUPPLEMENTARY INFORMATION MEMORANDUM HAS TO BE READ IN

CONJUCTION WITH THE INFORMATION MEMORANDUM DATED 3 JANUARY 2012.

5

(c) Exercising all the powers of a trustee and the powers that are incidental to the

ownership of the assets of the Fund.

RHB Trustees Berhad has covenanted in the Deed that it will exercise all due diligence and

vigilance in carrying out its functions and duties, and in safeguarding the rights and

interests of the Unit Holders.

The Trustee’s Delegate

RHB Trustees Berhad has appointed Malayan Banking Berhad as the custodian of the

quoted and unquoted investments of the Fund. The custody services provided by the

custodian include settlement and clearing, safekeeping, corporate events monitoring and

processing, income collection, reporting on securities and cash portfolio management. All

investments are registered in the name of the custodian or its nominee for the account of

the Fund. The custodian acts only in accordance with instructions from its principal, RHB

Trustees Berhad.

Litigation and arbitration

As at 31 July 2013, RHB Trustees Berhad is not engaged in any material litigation and

arbitration, including those pending or threatened, and is not aware of any facts likely to

give rise to any proceedings which might materially affect the business or financial position

of RHB Trustees Berhad or any of its delegate.

Trustee’s Declaration

RHB Trustees Berhad is independent of the Manager. RHB Trustees Berhad will carry out

transactions on an arm’s length basis and on terms which are best available to the Fund, as

well as act at all times in the best interest of the Unit Holders. RHB Trustees Berhad also

has adequate procedures and processes in place to prevent or control conflicts of interest.

RHB Trustees Berhad’s Board of Directors declare that the requirements of the guidelines

on allowing a person to be appointed or to act as trustee under subsection 290(1) of the

Capital Markets and Services Act 2007 have been complied with at the point of application.

Anti-Money Laundering Provisions

RHB Trustees Berhad adopts the Anti-Money Laundering and Counter Financing of

Terrorism (“AML/CFT”) Program for Investment Banking Business (“the Program”) in

dealing with the principles to combat money laundering and terrorism financing.

The Program inter alia provides guidance to all employees of RHB Investment Banking

Group (“RHB IB Group”) on the requirement of Know Your Client (“KYC”) / clients’ due

diligence (“CDD”), whereby they are required to obtain satisfactory evidence to establish

the identity and legal existence of any person applying to do business with any companies

of RHB IB Group. The employees should not compromise any attempt to circumvent the

CDD requirement.

The policies and procedures in the Program serve to prevent RHB Trustees Berhad from

being used as a conduit for money laundering and terrorism financing activities. This is

through the prevention and detection of AML/CFT suspicious transaction and fraud, and

reporting of such activities to the relevant regulatory bodies

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THIS FIRST SUPPLEMENTARY INFORMATION MEMORANDUM HAS TO BE READ IN

CONJUCTION WITH THE INFORMATION MEMORANDUM DATED 3 JANUARY 2012.

6

Key Personnel Of The Trustee

Name: Woo Lai Mei

Position: Chief Operating Officer

Qualification/

Experience:

Bachelor of Laws (Honours) Degree from The University of Buckingham (UK)

and is a Barrister-of-Law of Lincoln’s Inn. She has more than 10 years of

experience in legal industry. Ms Woo previously headed the OSK Group’s

legal team which provides legal counsel and general corporate advisory to

the Board of Directors and OSK Group’s subsidiaries (both local and regional)

and its business and support units. She is currently the Chief Operating

Officer of RHB Trustees Berhad.

Name: Beh Soo Ngoh

Position: Associate Director, Unit Trust

Qualification/

Experience:

Bachelor of Commerce in Accounting from University of Southern Queensland

and a Diploma in Business Studies from HELP University. Prior to joining RHB

Trustees Berhad, Ms Beh was a Fund Accounting Manager with RBC Investor

Services managing a team of 30 staff with more than 250 funds under

management. She has more than 11 years experience in financial services

industry which includes fund accounting, fund valuation and unit pricing for

both local and foreign investments. Her scope of work at RHB Trustees

Berhad includes the operations and business development of unit trust funds.

Name: Zulkifli Hassan

Position: Senior Manager, Unit Trust

Qualification/

Experience:

Bachelor’s Degree in Economics majoring in Business Administration from the

University of Malaya. He has more than 20 years of experience in the

financial services industry including asset management, stock broking and

retail banking services. Prior to joining RHB Trustees Berhad, he was an

Assistant Manager with MIDF Amanah Asset Management Berhad and his

main responsibility was then to oversee the company’s day-to-day

operations. His current scope of work includes but is not limited to supervise

the operations, administration and compliance of the trustee operations of

unit trust funds.

Name: Sazali Alias

Position: Senior Manager, Internal Process and Management

Qualification/

Experience:

Bachelor of Arts in Business Administration (Marketing) from Benedictine

College, Kansas, USA, and Diploma in Business Studies from University MARA

Institute of Technology (UiTM). He has more than 12 years’ experience in

financial services industries encompassing hands on experience in day to day

operations of nominees, trusteeship services such as unit trust funds, clubs,

real estate investment trust and private debt securities. He was a Compliance

Manager with AmTrusteeBerhad (AmTB). Prior to AmTB, he was an Assistant

Vice President in ABB Trustee Berhad (ABBT) and headed ABBT’s Finance &

Operations Units. He is currently with RHB Trustees Berhad, and his scope of

work includes compliance and review of business process flow of the business

operations of RHB Trustees Berhad.

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THIS FIRST SUPPLEMENTARY INFORMATION MEMORANDUM HAS TO BE READ IN

CONJUCTION WITH THE INFORMATION MEMORANDUM DATED 3 JANUARY 2012.

7

Directors’ responsibility statement

This First Supplementary Information Memorandum in relation to the Fund has been seen

and approved by us, the directors of the Manager and we collectively and individually

accept full responsibility for the accuracy of the information. Having made all reasonable

inquiries, we confirm to the best of our knowledge and belief, there are no false or

misleading statements, or omission of other facts which would make any statement in the

First Supplementary Information Memorandum false or misleading.

Directors:

Danny Wong Teck Meng

(Executive)

Dato’ Wee Hoe Soon @ Gooi Hoe Soon

Dr.Junid bin Saham

Raja Datuk Zaharatonbinti Raja Dato’ Zainal Abidin

Tam Chiew Lin

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This page is intentionally left blank.

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Name (Full name as in NRIC/Passport/Business registration certificate)

NRIC/Passport/Company Registration no./Other ID

Correspondence Address Same as CIF/Permanent Address

Postcode State

Country

Are you an existing customer : Yes No (if No, please complete the Customer Information Form)

1. Name (Full name as in NRIC/Passport)

NRIC/Passport/Other ID Relationship to Principal Applicant

Parents Spouse Child Others

2. Name (Full name as in NRIC/Passport)

NRIC/Passport/Other ID Relationship to Principal Applicant

Parents Spouse Child Others

A. Request to transact via Facsimile

No I do not wish to transact any instruction(s) via facsimile.

I request you to accept and act on any/all of my signed instruction(s) via facsimile from time to time relating to the operations of the Account

including subsequent investment, switching of units, liquidations and remittances of funds/payments of money(s) out of the Account, without

requiring written instructions prior to acting on the said facsimile instructions. In considering of your agreeing to the above request, I acknowledge

that I have read and understood your terms and conditions governing the Account and transactions made mentioned including herein and hereby

agree to be bound by the same. I acknowledge that facsimile instruction are not secure means of communication, and that I am aware of the risk

involved, and that my request to you to accept such facsimile instructions is for my convenience.

You are authorised to act on any facsimile instructions which you believe in good faith to have emanated from me and you shall not be liable for

acting in good faith on facsimile instructions which may have emanated from unauthorized individuals and you shall not be under any duty to verify

the identity of the person or persons giving facsimile instructions purportedly made on my behalf. Any transactions made pursuant to facsimile

instructions acted upon in good faith shall be binding us whether made with or without my authority, knowledge or consent.

B. Request to send information electronically

No I do not wish to receive any information via electronic means.

I request and consent you to forward information to me via electronic means.

I understand that the certain information provided from Areca Capital Sdn Bhd is extracted from third party and it was prepared from data believed to

be reliable at the time of the publication of the information, reports and content. The information, reports and content contained in the reports and

the terms of conditions of the access to and use of such information, reports and content, are subject to change without notice. All materials and

content found in the reports are strictly for information purposes and for personal use only whereby it is not to be forwarded to any other person.

Materials and content provided should not be construed as any recommendation, offer, invitation or solicitation, to deal, buy or sell nor be construed

as a means of making available any securities, financial instruments or any of the unit trust funds found in the website. The opinions expressed here,

if any, do not constitute investment advice and independent advice should be sought, where appropriate.

In consideration of your acceding to my request above, I hereby agree to irrevocably and unconditionally indemnify you and keep you fully and

completely indemnified at all times from and against all claims, demand, actions, proceedings, losses, costs (including legal costs as between solicitor

and own client) and expenses and all other liabilities of whatsoever nature or description which may be made or taken against or incurred or suffered

by you in any manner arising out of or by reason of or in consequences of your acceding to my request or any part thereof. Iagree that my indemnity

herein shall be a continuing indemnity and shall bind my successors-in-title and is without prejudice to and in addition to any other rights and

remedies which you may have against me. This Indemnity shall be construed in accordance with the laws of Malaysia and I agree to submit to the

non-exclusive jurisdiction of the courts of Malaysia.

Email address: ________________________________________________________________________

HOLDER ACCOUNT OPENING FORM

1. PARTICULARS OF JOINT HOLDER(S)(For Individual, if applicable)

2. REQUEST/CONSENT

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Principal Applicant to sign All to sign Either one to sign Others

I / We have read and fully understood the terms and conditions in this Form, the Prospectus, and the Deed and agree to abide by them including all

amendments thereto from time to time. I/We irrevocably consent to Areca Capital Sdn Bhd (“Management Company”) disclosing from time to time

any information or documents relating to us and/or in connection with the enforcement or preservation of rights of the Management Company.

Date _________________________

Signature Signature

Signature For corporate, please affix company’s stamp

here.

Name Name Name

All duly signed written instructions must reach the Management Company before 3.30pm for it to take effect on the same Business Day.

FOR SERVICE PERSONNEL USE ONLY FOR AUTHORISED OFFICERS USE ONLY

Date: Attended by: Processed by : Processed Date:

Client Code: Notes: Notes:

Areca Capital Sdn Bhd (740840-D) 107, Blok B, PusatDaganganPhileoDamansara 1, No.9 Jalan 16/11, Off JalanDamansara, 46350 Petaling Jaya.

Tel: 603 – 7956 3111, Fax: 603 – 7955 4111, E-mail: [email protected]

TERMS AND CONDITIONS

1. Principal Holder / Joint Holder(s)

Holder must be 18 years and above and must sign on this Account Opening form.

Joint Holder must sign on this Account Opening form. Joint Holder may be a minor, in which case, signature is not required. Specimen signature is

required upon holder reaching 18 years of age.

In the case of death of a holder, the survivor will be the only person recognised by the Management Company and the Trustee as having title or interest

to the units held, except where the units have been collateralised or charged to any institution.

All notices, statements, vouchers, correspondence, etc will be addressed to the Principal Holder only at the address herein or the last known address.

2. Application

For individual, application must be accompanied by a copy of the holder’s identity document (NRIC/Passport/Birth certificate or other documents).

For corporate, application must be accompanied by certified copies of Memorandum and Articles of Association or Constitution or By Laws, Certificate of

Incorporation or registration, Form 24/44/49/13, Board of Resolutions and original copy of specimen signatures of all authorized signatories.

3. Rights of the Management Company

The Management Company reserves the right to reject any application without assigning any reason. Rejected Applicant will be notified.

All future terms and conditions amendments are deemed to be valid.

4. Issuance of Official Receipt and Statement of Accounts

A confirmation note will be issued to the Holder within 14 business days from the date of transaction under normal circumstances.

Statement of Accounts detailing all active accounts will be issued to the Holder periodically.

5. Reinvestment of Income Distribution

Distribution of income shall be automatically reinvested.

Where there are no units available for reinvestment of income distributed, the proceeds will be paid by cheque to Holders.

Statement of Reinvestment or Distribution Warrant will be issued to Holder within 2 months from the date of reinvestment or payment of income

distributed.

6. Future Transactions and Payments

The Management Company upon evidence of receipt of money will process all investments without verifying the source of remittance. To protect your

interest as a Unit Holder, you must fill up an Investment Form when making investments and attach it with your payment. All subsequent transactions

must be accompanied by relevant forms duly signed and completed.

All investments and transactions will be carried out according to the instructions of authorised signatory specified in the Holder Account Opening Form or

any subsequent written notice duly received by the Management Company. Transactions are subject to the availability of units of the Fund.

Should there be any additional investment not accompanied by any instruction to allocate into each Fund, the Management Company shall have the

right to allocate the said investment according to the manner specified in the Investment Form for the initial investment.

It shall be obligatory on the Holder to notify the Management Company of any errors in any notice, statement, receipt and correspondence within 7 days

of receipt of the same. Otherwise, the correctness of the transactions is conclusive and shall have absolute binding effect against the Holder.

The Management Company reserves the rights to rectify the notice, statement, receipt and correspondence at any time in respect of any errors, and

rendering of a fresh notice, statement, receipt and correspondence shall be binding on the Holder.

Any change to the documents or information supplied to the Management Company in connection with this application or change in circumstances shall

be immediately notified to the Management Company.

7. Liquidation of Units and Cooling-Off

Holders may liquidate their units by filling up the Liquidation Form and forwarding the form to the business address of the Management Company or its

appointed distributors. Units shall be liquidated based on the NAV calculated at the end of the business day upon receipt of a duly completed Liquidation

Form by the Management Company before the cut-off time.

To protect the interest of the Holders, the Management Company is unable to make payments to third parties. Unless otherwise specified, all payments

will be made to Principal Holder only. Liquidation proceeds may be credited directly to the Holders’ account maintained with the Management Company’s

Principal Banker(s). If other modes of payment are selected, kindly allow sufficient time for the cheques to reach the Holders and for the funds to clear.

A cooling-off period of 6 business days from the date of application for units is provided for the Holders to confirm the initial investment. This right s not

applicable for subsequent investments by the Holders in any of the funds managed or offered by the Management Company. This right is not extended

to corporate/ institutional investors, investors who are staff/ distributors of the Management Company.

3. O P E R A T I O N O F A C C O U N T A N D S P E C I M E N S I G N A T U R E ( S )

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PLEASE COMPLETE IN BLOCK LETTERS AND TICK [√] WHERE APPLICABLE.PLEASE READ THE LATEST INFORMATION MEMORANDUM AND TERMS

AND CONDITIONS ATTACHED BEFORE COMPLETING THIS INVESTMENT FORM.

1. PARTICULARS OF HOLDER Principal Holder/Company Name:

Holder Account No.:

Joint Holder (for individual):

Contact No:

2. INVESTMENT DETAILS

Initial Investment Additional Investment

Fund Gross Value (RM) O F F I C E U S E

Entry Fee (%) Net Investment NAV

TOTAL:

Pursuant to the Guidelines on Sales Practices of Unlisted Capital Market Products, I/We hereby declare that I/We have been assessed by

Areca Capital on the suitability assessment and confirm that there has been no been material change in the information since the last assessment.

3 . P A Y M E N T M O D E ( C a s h n o t a c c e p t a b l e )

Cheque

/Telegraphy

transfer :

Drawee Bank:

Cheque No.: Amount (RM):

Credit to : MayBank Date & Time: Amount (RM):

Others

4 . S I G N A T U R E ( S )

I/We have read and fully understood the terms and condition in this Form and the Information Memorandum including any Supplementary

Information Memorandum. I/We further acknowledged that I/We are aware of and agree to the fees and charges incur directly or indirectly when

investing in the Fund. I/We confirm that I/We have received a copy of the product highlights sheet of the fund and have been assessed by Areca

Capital on the suitability assessment.

For corporate, please affix company’s stamp here

Signature Signature Signature Signature

Name: Name: Name: Name:

NRIC/Passport: NRIC/Passport: NRIC/Passport: NRIC/Passport:

Date: Date: Date: Date:

All duly signed written instructions must reach the Management Company before 11.00a.m for it to take effect on the same Business Day.

FOR SERVICE PERSONNEL USE ONLY FOR AUTHORISED OFFICER USE ONLY

Date: Received/Attended by: Processed by : Transaction Date:

Notes: Notes:

Note: This Investment Form must be circulated together with the Information Memorandum.

Areca Capital Sdn Bhd (740840-D) 107, Blok B, PusatDaganganPhileoDamansara 1, No.9 Jalan 16/11, Off JalanDamansara, 46350 Petaling Jaya.

Tel: 603 – 7956 3111, Fax: 603 – 7955 4111, E-mail: [email protected]

INVESTMENT FORM (Wholesale Fund)

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1. Eligibility

The Qualified Investors must be:

individuals whose total net personal assets exceed RM3 million or its equivalent in foreign currencies;

a corporation with total net assets exceeding RM10 million or its equivalent in foreign currencies based on the last audited accounts;

a unit trust scheme or prescribed investment scheme; a company registered as a trust company under the Trust Companies Act 1949 which has

discretion in the investment of trust assets of a trust with total assets exceeding RM10m or its equivalent in foreign currency;

a corporation that is a public company under the Companies Act 1965 or under the laws of any other country, which has been allowed by the SC to

be a trustee for the purposes of the CMSA and has discretion in the investment of trust assets of a trust with total net assets exceeding RM10m or

its equivalent in foreign currencies;

a pension fund approved by the Director of Inland Revenue under section 150 of the Income Tax 1967;

a holder of a Capital Markets Services License carrying on the business of dealing in securities or any other fund managers;

a person who acquires securities pursuant to an offer, as principal, if the aggregate consideration for the acquisition is not less than RM250,000 or

its equivalent in foreign currencies for each acquisition;

a licensed institution or an Islamic bank; and

an insurance company licensed under the Insurance Act 1996, or any other persons, entities, institutions or corporations as may be allowed.

By signing the Investment Form, the investor declared that he/she is a Qualified Investor as defined herein.

2. Application and Remittance

Payment may be made by telegraphic transfer only.

A copy of the banking evidence must be sent together with the Investment Form directly to the Management Company. Please ensure that the

applicant’s name, holder no. (if known) and contact no. are written on the reverse side of the bank-in slip / banking evidence.

3. Issuance of Official Receipt and Statement of Accounts

A confirmation note will be issued to Holders within 14 business days from the date of investment under normal circumstances.

Statement of Accounts detailing all active accounts will be issued to Holders periodically.

All correspondence will be directed to the Principal Holder at the last known address.

All items and balances shown in the confirmation notes and Statement of Accounts will be considered correct unless the Management Company is

notified in writing of any discrepancy within 14 days from the date of the confirmation notes and Statement of Accounts.

Investing in a Unit Trust Fund with Borrowed Money is More Risky than Investing with Your Own Savings.

You should assess if loan financing is suitable for you in light of your objectives, attitude to risk and financial circumstances. You should be aware of the risks,

which would include the following:

1. The higher the margin of financing (that is, the amount of money you borrow for every ringgit of your own money that you put in as deposit or down

payment) the greater the potential for losses as well as gains.

2. You should assess whether you have the ability to service the repayments on the proposed loan. If your loan is a variable rate loan, and if interest rates

rise, your total repayment amount will be increased.

3. If unit prices fall beyond a certain level, you may be asked to provide additional acceptable collateral or pay additional amounts on top of your normal

instalments. If you fail to comply within the time prescribed, your units may be sold to settle your loan.

4. Returns on unit trusts are not guaranteed and may not be earned evenly over time. This means that there may be some years where returns are high

and other years where losses are experienced. Whether you eventually realise a gain or loss may be affected by the timing of the sale of your units. The

value of units may fall just when you want your money back even though the investment may have done well in the past.

This brief statement cannot disclose all the risks and other aspects of loan financing. You should therefore carefully study the terms and conditions before you

decide to take the loan. If you are in doubt in respect of any aspect of this risk disclosure statement or the terms of the loan financing, you should consult the

institution offering the loan.

Acknowledgement of Receipt of Terms and Conditions and Risk Disclosure Statement

I/We acknowledge that I/We am/are aware of the terms and conditions stated above and I/we have received a copy of this Unit Trust Loan Financing Risk

Disclosure Statement and understand its contents.

Signature: ______________________________ Signature: ______________________________

Full Name : ______________________________ Full Name : ______________________________

Date : ______________________________ Date : ______________________________

T E R M S A N D C O N D I T I O N S

L O A N F I N A N C I N G R I S K D I S C L O S U R E S T A T E M E N T