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Manulife Malaysia Equity Fund - Manulife Insurance Berhad

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Prospectus<br />

<strong>Manulife</strong> <strong>Malaysia</strong> <strong>Equity</strong> <strong>Fund</strong><br />

Manager : <strong>Manulife</strong> Unit Trusts <strong>Berhad</strong> (834424-U)<br />

Trustee : HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> (1281-T)<br />

This Prospectus for the <strong>Manulife</strong> <strong>Malaysia</strong> <strong>Equity</strong> <strong>Fund</strong> is dated 29 December 2009 and expires on<br />

28 December 2010.<br />

The <strong>Manulife</strong> <strong>Malaysia</strong> <strong>Equity</strong> <strong>Fund</strong> has been constituted by way of a Deed entered into between the<br />

Manager and the Trustee on 14 September 2009.<br />

INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THE PROSPECTUS.<br />

IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.<br />

FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY<br />

PROSPECTIVE INVESTORS, SEE “RISK FACTORS” COMMENCING ON PAGE 12.


Message from the CEO<br />

Dear Investors,<br />

Thank you for expressing interest in our <strong>Manulife</strong> <strong>Malaysia</strong> <strong>Equity</strong> <strong>Fund</strong> (“<strong>Fund</strong>”).<br />

The <strong>Fund</strong> is an equity growth fund which aims to provide Medium Term to Long Term capital<br />

growth by investing in fundamentally sound companies listed on Bursa <strong>Malaysia</strong>. Please<br />

refer to Section 5.1.3 Investment Policy and Strategy of the <strong>Fund</strong> for more information.<br />

Given the nature of the <strong>Fund</strong>’s investment, investors should be aware of the risks associated<br />

with their investment in the <strong>Fund</strong>. Such risks include market risk, company specific risk,<br />

concentration risk, liquidity risk and credit/default risk. Should you wish to get a better<br />

understanding of these risks, kindly refer to Section 4.2 Specific Risks where we have<br />

provided you an explanation on each of these risks.<br />

This <strong>Fund</strong> would thus be more suitable for investors who:<br />

(i) seek returns that are potentially higher than fixed deposit rates;<br />

(ii) have a Medium Term to Long Term investment horizon; and<br />

(iii) have high risk tolerance.<br />

The fees and charges that may be imposed on you should you invest in the <strong>Fund</strong> are as<br />

follows:-<br />

• Sales Charge of up to 5.50% of the NAV per Unit of the <strong>Fund</strong>;<br />

• annual management fee of up to 1.55% per annum of the NAV of the <strong>Fund</strong>. This fee<br />

is calculated and accrued daily and payable monthly by the <strong>Fund</strong> to the Management<br />

Company;<br />

• annual trustee fee of 0.08% per annum of the NAV of the <strong>Fund</strong>, subject to a minimum<br />

of RM18,000.00 per annum (excluding foreign custodian fee and charges). This fee is<br />

calculated and accrued daily and payable monthly by the <strong>Fund</strong> to the Trustee; and<br />

• other fees and charges such as transfer fee and other fund expenses etc.<br />

i


If you are interested in investing in this <strong>Fund</strong>, have any queries or require further information,<br />

please contact our customer service at Tel. No.: 03-2719 9228; Fax No.: 03-2719 9119<br />

or email us at my_utservice@manulife.com. Alternatively, you may contact any of our<br />

distributors, which are listed in Section 21 of this Prospectus.<br />

We look forward to being of service to you.<br />

Best wishes,<br />

-------------------------------------<br />

Name: Yap Suat Yen<br />

Designation: Chief Executive Officer/Executive Director<br />

ii


Responsibility Statements<br />

This Prospectus has been reviewed and approved by the directors of the management<br />

company and they collectively and individually accept full responsibility for the accuracy<br />

of the information. Having made all reasonable inquiries, they confirm to the best of their<br />

knowledge and belief, there are no false or misleading statements, or omission of other<br />

facts which would make any statement in the Prospectus false or misleading.<br />

Statements of Disclaimer<br />

The Securities Commission has approved the issue of, offer for subscription or purchase,<br />

or issue an invitation to subscribe for or purchase units of the unit trust fund and a copy of<br />

this Prospectus has been registered with the Securities Commission.<br />

The approval, and registration of this Prospectus, should not be taken to indicate that the<br />

Securities Commission recommends the <strong>Fund</strong> or assumes responsibility for the correctness<br />

of any statement made or opinion or report expressed in this Prospectus.<br />

The Securities Commission is not liable for any non-disclosure on the part of the<br />

management company responsible for the <strong>Fund</strong> and takes no responsibility for the contents<br />

of this Prospectus. The Securities Commission makes no representation on the accuracy or<br />

completeness of this Prospectus, and expressly disclaims any liability whatsoever arising<br />

from, or in reliance upon, the whole or any part of its contents.<br />

INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND<br />

RISKS OF THE INVESTMENT. IN CONSIDERING THE INVESTMENT, INVESTORS WHO<br />

ARE IN DOUBT ON THE ACTION TO BE TAKEN SHOULD CONSULT PROFESSIONAL<br />

ADVISERS IMMEDIATELY.<br />

Additional Statement<br />

No Units will be issued or sold based on this Prospectus later than one year after the date<br />

of this Prospectus.<br />

iii


Investors are advised to note that recourse for false or misleading statements or acts made<br />

in connection with this Prospectus is directly available through Sections 248, 249 and 357<br />

of the Capital Markets and Services Act 2007.<br />

This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in<br />

which such offer or solicitation is not authorized or to any person to whom it is unlawful<br />

to make such offer or solicitation. The distribution of this Prospectus and the offering of<br />

the Units in certain countries may be restricted by law. It is the responsibility of persons<br />

wishing to make applications for Units pursuant to this Prospectus to inform themselves of,<br />

and to comply with, any such restrictions together with any applicable exchange control<br />

regulations and applicable taxes in the countries of their citizenship, residence, ordinary<br />

residence or domicile.<br />

The Units have not been, and will not be, registered under the United States Securities<br />

Act of 1933, as amended (the “1933 Act”) or under the securities laws of any state or<br />

other political subdivision of the United States of America and may not be offered, sold,<br />

transferred or delivered, directly or indirectly, in the United States of America, its territories<br />

or possessions, any state of the United States of America, or the District of Columbia (the<br />

“United States”). Neither the United States Securities and Exchange Commission nor any<br />

state or other regulatory agency in the United States has passed upon the Units or the<br />

adequacy or accuracy of this Prospectus. The Manager is not and will not be registered<br />

under the United States Investment Company Act of 1940, as amended (the “1940 Act”).<br />

The Units may not be resold except pursuant to an exemption from (such as in accordance<br />

with Rule 144A, if available), or in a transaction not subject to, the registration requirements<br />

of the 1933 Act.<br />

The offering of the Units is being made outside the United States in accordance with<br />

Regulation S under the 1933 Act. The Manager has not offered, sold or delivered and will<br />

not offer, sell or deliver directly or indirectly any Units in the United States or to or for the<br />

account or benefit of any U.S. Person (as defined in Regulation S).<br />

The Units have not been, and will not be, qualified for sale under the securities laws of<br />

Canada or any province or territory of Canada and may not be offered, or sold, directly or<br />

indirectly, in Canada, or to any resident thereof.<br />

iv


CONTENTS<br />

Section<br />

Page<br />

1 Corporate Directory 1<br />

2 Glossary 4<br />

3 Key Data 7<br />

4 Risk Factors 12<br />

4.1 General Risks 12<br />

4.2 Specific Risks 14<br />

5 <strong>Fund</strong> Details 15<br />

5.1 <strong>Manulife</strong> <strong>Malaysia</strong> <strong>Equity</strong> <strong>Fund</strong> 15<br />

5.1.1 Investment Objective 15<br />

5.1.2 Benchmark 16<br />

5.1.3 Investment Policy and Strategy 16<br />

5.1.4 Asset Allocation 16<br />

5.1.5 Investment Philosophy 16<br />

5.1.6 Risk Management 16<br />

5.1.7 Permitted Investments 17<br />

5.1.8 Investment Limits/Restrictions 17<br />

5.1.9 Investors’ Profile 19<br />

6 Additional Information In Relation To The <strong>Fund</strong> 19<br />

6.1 Borrowings and Securities Lending 19<br />

6.2 Valuation Bases For the <strong>Fund</strong>’s Investments 19<br />

6.3 Policy in respect of the Valuation Point 21<br />

7 Fees And Charges 21<br />

7.1 Charges Directly Incurred 21<br />

7.2 Fees And Expenses Indirectly Incurred 23<br />

7.3 Policy on Stockbroking Rebates and Soft Commissions 25<br />

8 Transaction Information 26<br />

8.1 Computation of NAV and NAV per Unit 26<br />

8.2 Unit Pricing 27<br />

8.3 Incorrect Pricing 27<br />

8.4 Initial Offer Period 28<br />

8.5 Calculation of Selling Price 28<br />

8.6 Calculation of Redemption Price 29<br />

v


9 Transaction Details 29<br />

9.1 Information on Purchase of the Units 29<br />

9.2 Payment Methods 31<br />

9.3 Processing of Purchase/Redemption/Switching Request 31<br />

9.4 Making Additional or Regular Investment 32<br />

9.5 Information on Redemption of the Units 32<br />

9.6 Cooling-Off Period 33<br />

9.7 Transfer of Units 34<br />

9.8 Switching Facility 34<br />

9.9 Income Distribution and Reinvestment Policy 35<br />

9.10 Unclaimed Moneys 36<br />

9.11 Anti-Money Laundering Policies and Procedures 36<br />

10 Salient Terms of the Deed 37<br />

10.1 Rights and Liabilities of Unit Holders 37<br />

10.2 Provisions regarding Unit Holders Meetings 37<br />

10.3 Termination of the <strong>Fund</strong> 39<br />

10.4 The Maximum Fees and Charges that may be imposed by 41<br />

the Manager and the Steps to be taken by the Manager to<br />

increase such Fees and Charges<br />

10.5 Other Expenses Permitted under the Deed 43<br />

10.6 Circumstances that may lead Towards the Retirement, 44<br />

Removal or Replacement of the Manager<br />

10.7 Powers of the Manager to Remove the Trustee 45<br />

10.8 Retirement or Removal or Replacement of the Trustee 46<br />

10.9 Power of the Trustee to Remove or Replace the Manager 46<br />

11 Client Communication 47<br />

12 The Management Company 48<br />

12.1 Background 48<br />

12.2 Role of the Manager 48<br />

12.3 Financial Position 48<br />

12.4 Role of Directors 49<br />

12.5 Board of Directors of the Manager 49<br />

12.6 Role of the Investment Committee 51<br />

12.7 The Investment Committee Members 51<br />

12.8 Key Personnel of the Manager 52<br />

12.9 Material Litigation 53<br />

12.10 Manager’s Delegate 53<br />

vi


13 The Investment Manager 53<br />

13.1 Background 53<br />

13.2 Board of Directors of the Investment Manager 54<br />

13.3 Key Personnel of the Investment Manager 56<br />

13.4 Roles, Duties and Functions of the Investment Manager 57<br />

13.5 Material Litigation 57<br />

14 The Trustee 58<br />

14.1 Background Information 58<br />

14.2 Financial Position 58<br />

14.3 Experiences in Trustee Business 58<br />

14.4 Board of Directors 59<br />

14.5 Profile of Key Personnel 59<br />

14.6 Duties and Responsibilities of the Trustee 61<br />

14.7 Retirement or Removal or Replacement of the Trustee 61<br />

14.8 Power of Trustee to Remove, Retire or Replace the Manager 61<br />

14.9 Trustee’s Statement of Responsibility 62<br />

14.10 Trustee’s Disclosure of Material Litigation 62<br />

14.11 Trustee’s Delegates 62<br />

15 Related Party Transactions/Conflict of Interest 64<br />

16 Statement of Consent 65<br />

17 Taxation Adviser’s Letter on Taxation of The <strong>Fund</strong> 66<br />

and Unit Holders<br />

18 Documents Available for Inspection 71<br />

19 Unit Trust Loan Financing Risk Disclosure Statement 71<br />

20 Directors’ Declaration 73<br />

21 Directory of <strong>Manulife</strong> Regional Support Centres 74<br />

vii


1. CORPORATE DIRECTORY<br />

The Manager<br />

Registered Address<br />

Business Address<br />

The Manager’s<br />

Delegate (<strong>Fund</strong><br />

Valuation Function)<br />

Registered Address<br />

& Business Address<br />

Board of Directors<br />

of the Manager<br />

Investment<br />

Committee<br />

Members<br />

: <strong>Manulife</strong> Unit Trusts <strong>Berhad</strong> (834424-U)<br />

: 12th Floor, Menara <strong>Manulife</strong><br />

No. 6, Jalan Gelenggang<br />

Damansara Heights<br />

50490 Kuala Lumpur<br />

Tel. No. : 03-2719 9228<br />

Fax No. : 03-2094 0573<br />

Website: www.manulife.com.my<br />

: 13th Floor, Menara <strong>Manulife</strong><br />

No. 6, Jalan Gelenggang<br />

Damansara Heights<br />

50490 Kuala Lumpur<br />

Tel. No. : 03-2719 9228<br />

Fax No. : 03-2094 7654<br />

Website : www.manulife.com.my<br />

: HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> (1281-T)<br />

: Suite 901, 9th Floor, Wisma Hamzah-Kwong Hing<br />

No.1, Lebuh Ampang<br />

50100 Kuala Lumpur<br />

Tel. No. : 03-2074 3200<br />

Fax No. : 03-2078 0145<br />

: Tan Sri Dato’ Mohd Sheriff Bin Mohd Kassim<br />

(Independent Director)<br />

Kevin Douglas McWhinney (Non-Independent Director)<br />

Yap Suat Yen (Chief Executive Officer/Executive Director)<br />

Datuk Ismail Bin Haji Ahmad (Independent Director)<br />

Michael Chan Yui Lung (Non-Independent Director)<br />

: Tan Sri Dato’ Mohd Sheriff Bin Mohd Kassim (Independent)<br />

Datuk Ismail bin Haji Ahmad (Independent)<br />

Michael Chan Yui Lung<br />

Leo Ng Ho Lai<br />

Tang Loon Khoon<br />

1


Company Secretaries : Jasbender Kaur a/p Mehar Singh (LS 0009264)<br />

No. 11, Jalan 22/42<br />

46300 Petaling Jaya<br />

Selangor Darul Ehsan<br />

Ling Chui Shee (MAICSA 7051434)<br />

No. 56, Jalan Impian 4<br />

Taman Impian Indah<br />

Bukit Jalil, 57000<br />

Kuala Lumpur<br />

Investment Manager : <strong>Manulife</strong> Asset Management (<strong>Malaysia</strong>) Sdn. Bhd.<br />

(817945-K)<br />

Registered Address<br />

Business Address<br />

The Trustee<br />

Registered Address<br />

& Business Address<br />

The Trustee’s<br />

Delegate (Local)<br />

: 12th Floor, Menara <strong>Manulife</strong><br />

No. 6, Jalan Gelenggang<br />

Damansara Heights<br />

50490 Kuala Lumpur<br />

Tel. No. : 03-2719 9228<br />

Fax No. : 03-2094 0573<br />

: 13th Floor, Menara <strong>Manulife</strong><br />

No. 6, Jalan Gelenggang<br />

Damansara Heights<br />

50490 Kuala Lumpur<br />

Tel. No. : 03-2719 9228<br />

Fax No. : 03-2093 9466<br />

: HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> (1281-T)<br />

: Suite 901, 9th Floor, Wisma Hamzah-Kwong Hing<br />

No.1, Leboh Ampang<br />

50100 Kuala Lumpur<br />

Tel. No. : 03-2074 3200<br />

Fax No. : 03-2078 0145<br />

: THE HONGKONG AND SHANGHAI BANKING<br />

CORPORATION LIMITED (as Custodian) and<br />

assets held through HSBC NOMINEES<br />

(TEMPATAN) SDN BHD (258854-D)<br />

2


Registered Address<br />

& Business Address<br />

Banker<br />

: No. 2, Leboh Ampang<br />

50100 Kuala Lumpur<br />

: Malayan Banking <strong>Berhad</strong> (3813-K)<br />

Ground Floor, Block C<br />

Kompleks Pejabat Damansara<br />

Jalan Semantan, Damansara Heights<br />

50490 Kuala Lumpur<br />

Tel. No.: 1300-88-7788<br />

Auditors : PricewaterhouseCoopers (AF 1146)<br />

Level 10, 1 Sentral<br />

Jalan Travers, Kuala Lumpur Sentral<br />

P O Box 10192<br />

50706 Kuala Lumpur<br />

Tel. No. : 03-2173 1188<br />

Fax No. : 03-2173 1288<br />

Tax Adviser<br />

Solicitors<br />

Others<br />

: PricewaterhouseCoopers Taxation Services Sdn Bhd<br />

(Co. No. 464731-M)<br />

Level 10, 1 Sentral<br />

Jalan Travers, Kuala Lumpur Sentral<br />

P O Box 10192<br />

50706 Kuala Lumpur<br />

Tel. No. : 03-2173 1188<br />

Fax No. : 03-2173 1288<br />

: Messrs. Naqiz & Partners<br />

Unit PL 01-A, Plaza Level<br />

No. 45, Block A, Medan Setia 1<br />

Plaza Damansara, Damansara Heights<br />

50490 Kuala Lumpur<br />

: Federation of Investment Managers <strong>Malaysia</strong><br />

19-07-3, 7th Floor, PNB Damansara<br />

19, Lorong Dungun, Damansara Heights<br />

50490 Kuala Lumpur<br />

Tel. No. : 03-2093 2600<br />

Fax No. : 03-2093 2700<br />

Email: info@fimm.com.my<br />

Website: www.fimm.com.my<br />

3


2. GLOSSARY<br />

Approved Distributor<br />

Bursa <strong>Malaysia</strong><br />

Business Day<br />

Deed<br />

FIMM<br />

Forward Pricing<br />

<strong>Fund</strong><br />

Guidelines<br />

Investment Manager<br />

Initial Offer Period<br />

Initial Offer Price<br />

IUTAs<br />

Means any relevant persons (including but not limited<br />

to IUTAs and/or UTCs) as may be approved by the SC (if<br />

necessary) or any other regulatory body and appointed by<br />

the Manager from time to time, who are responsible for<br />

selling Units.<br />

Means Bursa <strong>Malaysia</strong> Securities <strong>Berhad</strong> (635998-W).<br />

Means a day on which the Bursa <strong>Malaysia</strong> is open for trading<br />

and banks in Kuala Lumpur are open for business.<br />

Refers to the Deed dated 14 September 2009 entered<br />

into between the Manager and the Trustee including any<br />

supplemental and variation thereto.<br />

Means the Federation of Investment Managers <strong>Malaysia</strong>.<br />

Means the Net Asset Value per Unit of the <strong>Fund</strong> based on<br />

the next valuation point after a purchase or redemption<br />

request is received by the Manager.<br />

Means the <strong>Manulife</strong> <strong>Malaysia</strong> <strong>Equity</strong> <strong>Fund</strong>.<br />

Refers to the Guidelines on Unit Trust <strong>Fund</strong>s issued by the SC<br />

and as amended, substituted or replaced from time to time.<br />

Refers to <strong>Manulife</strong> Asset Management (<strong>Malaysia</strong>) Sdn. Bhd.<br />

(817945-K).<br />

Means a period of not more than 21 days as may be<br />

determined by the Manager and commencing on the date<br />

of this Prospectus.<br />

Means the issue price payable for a Unit during the Initial<br />

Offer Period.<br />

Means Institutional Unit Trust Advisers.<br />

4


Latest practicable<br />

date (LPD)<br />

Long Term<br />

Manager/Management<br />

Company<br />

Medium Term<br />

Net Asset Value/NAV<br />

NAV per Unit<br />

Redemption Charge<br />

Redemption Price<br />

per Unit<br />

RM<br />

Sales Charge<br />

SC<br />

Selling Price per Unit<br />

Single Pricing Regime<br />

As at 15 July 2009 being the latest practicable date for the<br />

purposes of ascertaining certain information deemed<br />

relevant as at the latest practicable date in this Prospectus.<br />

Means a period of 5 years and above.<br />

Refers to <strong>Manulife</strong> Unit Trusts <strong>Berhad</strong> (834424-U).<br />

Means a period of 3 to 5 years.<br />

Means the Net Asset Value of the <strong>Fund</strong> which is determined<br />

by deducting the value of all the <strong>Fund</strong>’s liabilities from the<br />

value of all the <strong>Fund</strong>’s assets, at the valuation point. For the<br />

purpose of computing the annual management fee and<br />

annual trustee fee, the NAV of the <strong>Fund</strong> should be inclusive<br />

of the annual management fee and the annual trustee fee<br />

for the relevant day.<br />

Means the NAV of the <strong>Fund</strong> divided by the total number of<br />

Units in circulation at the valuation point.<br />

Means a fee imposed pursuant to a redemption request.<br />

Means the price payable to a Unit Holder for a Unit in the<br />

<strong>Fund</strong> pursuant to a redemption request. The redemption<br />

price shall be exclusive of the Redemption Charge.<br />

Means Ringgit <strong>Malaysia</strong>, the lawful currency of <strong>Malaysia</strong>.<br />

Means a fee imposed pursuant to a purchase request.<br />

Means the Securities Commission of <strong>Malaysia</strong>.<br />

Means the price payable by a Unit Holder for a Unit in the<br />

<strong>Fund</strong> pursuant to a purchase request. The selling price shall<br />

be exclusive of the Sales Charge.<br />

Means the NAV per Unit based on Forward Pricing and, is<br />

the Redemption Price per Unit or the Selling Price per Unit,<br />

as the case may be.<br />

5


The Act<br />

The Trustee<br />

Unit or Units<br />

Unit Holders<br />

UTCs<br />

Means the Capital Markets and Services Act 2007 as<br />

originally enacted and amended or modified from time to<br />

time.<br />

HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> (1281-T).<br />

Means a measurement of the right or interest of a Unit<br />

Holder in the <strong>Fund</strong> and means a Unit (including a fraction of<br />

a Unit) of the <strong>Fund</strong>.<br />

Refers to the person registered as the holder of a Unit or<br />

Units including persons jointly registered.<br />

Means Unit Trust Consultants.<br />

6


3. KEY DATA<br />

THIS SECTION IS ONLY A SUMMARY OF THE SALIENT INFORMATION ABOUT THE<br />

FUND. INVESTORS SHOULD READ AND UNDERSTAND THE WHOLE PROSPECTUS<br />

BEFORE MAKING ANY INVESTMENT DECISIONS. YOU ARE ADVISED TO READ<br />

AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS AND IF NECESSARY,<br />

CONSULT YOUR PROFESSIONAL ADVISERS.<br />

FUND INFORMATION<br />

The <strong>Fund</strong><br />

<strong>Fund</strong> Category<br />

<strong>Fund</strong> Type<br />

Investment Objective<br />

Benchmark<br />

Investment Policy<br />

and Strategy<br />

Asset Allocation<br />

Approved <strong>Fund</strong> Size<br />

(Units)<br />

Financial Year End<br />

Initial Offer Period<br />

THE FUND<br />

<strong>Manulife</strong> <strong>Malaysia</strong> <strong>Equity</strong> <strong>Fund</strong><br />

<strong>Equity</strong><br />

Growth<br />

The <strong>Fund</strong> aims to provide Medium Term to<br />

Long Term capital growth by investing in<br />

fundamentally sound companies listed on<br />

Bursa <strong>Malaysia</strong>.<br />

FTSE Bursa <strong>Malaysia</strong> KLCI<br />

In line with its objective, the Investment<br />

Manager will select securities that are<br />

fundamentally sound with good growth<br />

potential.<br />

• Minimum 80% and up to 98% of the<br />

<strong>Fund</strong>’s NAV will be invested in equities;<br />

and<br />

• At least 2% of the <strong>Fund</strong>’s NAV will be<br />

invested in liquid assets for liquidity<br />

purposes.<br />

300 million Units<br />

31 October<br />

Means a period of not more than 21 days<br />

as may be determined by the Manager and<br />

commencing on the date of this Prospectus.<br />

PAGE<br />

-<br />

-<br />

-<br />

15<br />

16<br />

16<br />

16<br />

-<br />

-<br />

28<br />

7


FUND INFORMATION<br />

Initial Offer Price<br />

per Unit<br />

Investors’ Profile<br />

Principal Risks<br />

Income Distribution<br />

and Reinvestment<br />

Policy<br />

THE FUND<br />

RM0.5000<br />

This <strong>Fund</strong> would be suitable for investors<br />

who:<br />

(a) seek returns that are potentially higher<br />

than fixed deposit rates;<br />

(b) have a Medium Term to Long Term<br />

investment horizon; and<br />

(c) have high risk tolerance.<br />

Market risk, company specific risk,<br />

concentration risk, liquidity risk and credit/<br />

default risk.<br />

The <strong>Fund</strong> endeavours to distribute income, if<br />

any, on an annual basis.<br />

Unit Holders may choose to receive or reinvest<br />

any income distribution declared as follows:<br />

(a) income distribution will be reinvested<br />

into additional Units of the <strong>Fund</strong>. No<br />

Sales Charge will be imposed; or<br />

(b) the income distribution will be credited<br />

directly into the Unit Holder’s bank<br />

account.<br />

Income distribution will be automatically<br />

reinvested, if:<br />

(a) no distribution choice is made on the<br />

<strong>Fund</strong>’s Purchase/Switch Form; or<br />

(b) the income distribution amount is less<br />

than RM50.00 or such amount as may be<br />

determined by the Manager from time to<br />

time.<br />

The income distribution to be reinvested into<br />

additional Units of the <strong>Fund</strong> is based on the<br />

NAV per Unit as at the 1st Business Day when<br />

units are quoted ex-entitlement. Allotment of<br />

such units shall be within 2 weeks thereafter.<br />

PAGE<br />

-<br />

19<br />

14<br />

35<br />

8


Fees and Charges<br />

This table describes the charges that you may directly incur when you buy or redeem<br />

Units of the <strong>Fund</strong>.<br />

FUND INFORMATION<br />

THE FUND<br />

PAGE<br />

Sales Charge per Unit<br />

Distribution<br />

Channels*<br />

Maximum Sales Charge** on the<br />

NAV per Unit of the <strong>Fund</strong>***<br />

22<br />

IUTA<br />

Up to 5.50% of the NAV per Unit<br />

UTC<br />

Up to 5.50% of the NAV per Unit<br />

The<br />

Manager<br />

Up to 5.50% of the NAV per Unit<br />

Switching Fee<br />

Transfer Fee<br />

Redemption Charge<br />

* Investors may subscribe for Units via one<br />

or more of the distribution channels<br />

** All Sales Charges will be rounded up<br />

to two (2) decimal places and will be<br />

retained by the Manager<br />

*** Investors may negotiate for a lower<br />

Sales Charge<br />

Differing Sales Charges may be levied<br />

depending on the distribution channels<br />

and the distributor within each distribution<br />

channel, subject to the maximum Sales<br />

Charge stipulated above. This is due to the<br />

different levels of services provided by each<br />

distribution channel and / or the size of the<br />

investment undertaken.<br />

Switching out of the <strong>Fund</strong> to other funds<br />

managed by the Manager will not incur any<br />

switching fee.<br />

When the investor switches from the <strong>Fund</strong><br />

to another fund managed by the Manager,<br />

switching will be based on the NAV per unit<br />

of the other funds.<br />

RM5.00 per transfer upon receipt of a<br />

transfer request from the investor.<br />

There are no Redemption Charges involved.<br />

23<br />

22<br />

22<br />

9


This table describes the fees that you may indirectly incur when you invest in the<br />

<strong>Fund</strong>.<br />

FUND INFORMATION<br />

Annual Management<br />

Fee<br />

Annual Trustee Fee<br />

<strong>Fund</strong> Expenses<br />

THE FUND<br />

The annual management fee for the <strong>Fund</strong><br />

shall be up to 1.55% per annum of the NAV<br />

of the <strong>Fund</strong>. This fee is calculated and accrued<br />

daily and payable monthly by the <strong>Fund</strong> to the<br />

Management Company.<br />

The annual trustee fee for the <strong>Fund</strong> shall be<br />

0.08% per annum of the NAV of the <strong>Fund</strong>,<br />

subject to a minimum fee of RM18,000.00<br />

per annum (excluding foreign custodian<br />

fees and charges). This fee is calculated and<br />

accrued daily and payable monthly by the<br />

<strong>Fund</strong> to the Trustee.<br />

Only expenses that are directly related to the<br />

<strong>Fund</strong> can be charged to the <strong>Fund</strong>. Examples<br />

of relevant expenses are audit fee and tax<br />

agent’s fee.<br />

PAGE<br />

23<br />

23<br />

24<br />

Transaction Details<br />

FUND INFORMATION<br />

Minimum Investment<br />

Minimum Additional<br />

Investment<br />

Minimum Redemption<br />

of Units<br />

Frequency of<br />

Redemption<br />

THE FUND<br />

RM1,000.00 or such other amount as the<br />

Manager may from time to time decide.<br />

RM100.00 or such amount as the Manager<br />

or the Approved Distributor may from time<br />

to time decide.<br />

500 Units or such number of Units as the<br />

Manager may from time to time decide.<br />

There is no restriction on the frequency of<br />

redemption.<br />

PAGE<br />

30<br />

30<br />

33<br />

33<br />

10


FUND INFORMATION<br />

Minimum Investment<br />

Balance<br />

Cooling-off Period<br />

Switching of Units<br />

Transfer of Units<br />

THE FUND<br />

The minimum investment balance should be<br />

maintained at 500 Units or such number of<br />

Units as the Manager may from time to time<br />

decide.<br />

Six (6) Business Days from the date the<br />

Purchase/Switch Form is received and<br />

accepted by the Manager for the first time.<br />

A cooling-off period is only given to an investor<br />

who is investing with the Manager for the<br />

first time. However, corporations/institutions,<br />

staff of the Manager and person(s) registered<br />

to deal in unit trust of the Manager are not<br />

entitled to the cooling-off period.<br />

Investors may switch all or part of the Units<br />

held between the <strong>Fund</strong> and all other funds<br />

managed by the Manager on any Business<br />

Day.<br />

Please refer to Section 9.8 for details of the<br />

switching facility.<br />

The minimum transfer is 500 Units.<br />

PAGE<br />

33<br />

33<br />

34<br />

35<br />

11


Other Information<br />

FUND INFORMATION<br />

The Manager<br />

Investment Manager<br />

The Trustee<br />

Deed (s) that govern<br />

the <strong>Fund</strong><br />

THE FUND<br />

<strong>Manulife</strong> Unit Trusts <strong>Berhad</strong> (834424-U)<br />

<strong>Manulife</strong> Asset Management (<strong>Malaysia</strong>) Sdn.<br />

Bhd. (817945-K)<br />

HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> (1281-T)<br />

Deed dated 14 September 2009 relating to<br />

the <strong>Fund</strong> entered into between the Manager<br />

and the Trustee.<br />

PAGE<br />

48<br />

53<br />

58<br />

-<br />

There are fees and charges involved and investors are advised to consider<br />

them before investing in the <strong>Fund</strong>.<br />

Unit prices and distribution payable, if any, may go down as well as up.<br />

For information concerning certain risk factors which should be considered<br />

by prospective investors, see “Risk Factors” commencing on page 12.<br />

4. RISK FACTORS<br />

Prior to making an investment, prospective investors should consider the following risk<br />

factors in addition to the other information set out in the Prospectus:<br />

4.1 General Risks<br />

Risk of Non-Compliance<br />

This is the risk that the Manager will not follow the provisions set out in a<br />

deed or the relevant laws that govern a fund or its own internal procedures,<br />

or will act fraudulently or dishonestly which may result in the fund being<br />

mismanaged and may affect the unit holders’ investment. In order to mitigate<br />

this risk, the Manager imposes stringent internal controls and ensures that<br />

compliance monitoring processes are undertaken.<br />

12


Loan Financing Risk<br />

In the case of an investor who obtains loan financing to invest in a fund, the<br />

higher the margin of financing, the greater the potential for losses as well as<br />

gains. The financing cost may be higher than the gains derived (if any) from<br />

investing in the fund. It is important for investors to understand the inherent<br />

risks of investing with borrowed money which include the following:<br />

(a) borrowing increases the magnitude for gains as well as losses;<br />

(b) an investor’s ability to provide additional collateral may be affected should<br />

the value of investment falls below a certain level; and<br />

(c) an investor’s ability to service its loan instalments may be affected by<br />

unforeseen circumstances such as the investor’s loss of employment.<br />

Investment Manager Risk<br />

The performance of the unit trust fund depends, amongst other things, on<br />

the expertise of the Investment Manager. Poor management of the fund will<br />

jeopardise the investment of unit holders through reduction in net asset value<br />

of the fund which may ultimately lead to losses to unit holders.<br />

To mitigate this risk, the Investment Manager has in place a disciplined<br />

investment process and practises prudent risk management.<br />

Market Risk<br />

Market risk arises due to economy-wide perils which affect businesses causing<br />

fluctuations in market values of the securities. As a result, investors are<br />

exposed to market uncertainties, and no matter how many securities are held,<br />

developments in the economic, political and social environment may have<br />

a positive or negative impact on the market price of the securities. Market<br />

risk cannot be eliminated but may be reduced through diversification. The<br />

Investment Manager will attempt to diversify the portfolio, and monitor the<br />

investment climate and market conditions to take measures, where necessary<br />

and appropriate, to mitigate this risk.<br />

Company Specific Risk<br />

This is the risk of investing in a specific company. Any fluctuations in the price<br />

of the securities may affect the NAV of a fund. This risk is reduced through<br />

the diversification process that the Investment Manager will employ in the<br />

management of the fund.<br />

13


Credit/Default Risk<br />

Credit risk refers to the possibility that the issuer of a security will not be<br />

able to make timely payments of interest or principal repayment on the<br />

maturity date. This may lead to a default in the payment of principal and<br />

interest which will result in a fall of the price of the affected securities and<br />

ultimately reduce the value of a fund. Credit/default risk may be managed by<br />

performing continuous fundamental credit research and analysis to ascertain<br />

the creditworthiness of its issuer.<br />

4.2 Specific Risks<br />

Market Risk<br />

This is the risk that arises due to changing market conditions as a result of<br />

regulatory, political, economic and business environment. Such changes can<br />

result in stock market fluctuations which may affect the <strong>Fund</strong>’s underlying<br />

investments which will cause the NAV of Units to fall or rise. To mitigate this<br />

risk, the Investment Manager will diversify the <strong>Fund</strong>’s investments.<br />

Company Specific Risk<br />

This is the risk of investing in a specific company. This risk includes changes<br />

to a company’s financial position, business and operating environment,<br />

management practices and regulatory changes. Any developments in<br />

companies which the <strong>Fund</strong> has invested in may result in fluctuations in<br />

the prices of the securities as well as the NAV of the <strong>Fund</strong>. In addition to<br />

diversification, the Investment Manager will seek to reduce this risk through<br />

rigorous research and investing into companies with strong fundamentals and<br />

proven track record.<br />

Concentration Risk<br />

This is the risk of the <strong>Fund</strong> focusing a substantial portion of its assets in a<br />

smaller selection of securities. The movement in the price of a particular equity<br />

investment will have greater impact on the <strong>Fund</strong>. This risk is reduced through<br />

the diversification process that the Investment Manager will employ in the<br />

management of the <strong>Fund</strong>.<br />

Liquidity Risk<br />

This is defined as the ease with which a security can be sold at or near its fair<br />

value depending on the trading volume of that security in the market. If the<br />

<strong>Fund</strong> has a large portfolio of securities that are less liquid, the said securities<br />

may be sold at a discount to its fair value, which in turn would adversely<br />

affect the value of the <strong>Fund</strong>. To mitigate liquidity risk, the Investment Manager<br />

will review and monitor the <strong>Fund</strong> continuously, and actively manage asset<br />

14


allocations of the <strong>Fund</strong>. In addition, the Manager will practise prudent liquidity<br />

management to enable the <strong>Fund</strong> to meet short term obligations.<br />

Credit/Default Risk<br />

Credit risk refers to the possibility that the issuer of a security will not be able<br />

to make timely payments of interest or principal repayment on the maturity<br />

date. This may lead to a default in the payment of principal and interest which<br />

will result in a fall of the price of the affected securities and ultimately reduce<br />

the value of the <strong>Fund</strong>. Credit/default risk may be managed by performing<br />

continuous fundamental credit research and analysis to ascertain the<br />

creditworthiness of its issuer.<br />

It is important to note that events affecting the investments cannot<br />

always be foreseen. Therefore, it is not always possible to protect your<br />

investments against all risks. The various asset classes, such as equities<br />

and fixed income securities, generally exhibit different levels of risk.<br />

Please note that the returns of the <strong>Fund</strong> are not guaranteed.<br />

The investment of the <strong>Fund</strong> carries risk and investors are recommended<br />

to read the whole Prospectus to assess the risk of the <strong>Fund</strong>.<br />

Investors are reminded that the above list of risks may not be<br />

exhaustive and if necessary, they should consult their adviser(s), e.g.<br />

their bankers, lawyers, stockbrokers or independent financial advisers<br />

for a better understanding of the risks.<br />

5. FUND DETAILS<br />

5.1 <strong>Manulife</strong> <strong>Malaysia</strong> <strong>Equity</strong> <strong>Fund</strong><br />

5.1.1 Investment Objective<br />

<strong>Manulife</strong> <strong>Malaysia</strong> <strong>Equity</strong> <strong>Fund</strong> aims to provide Medium Term to Long Term<br />

capital growth by investing in fundamentally sound companies listed on Bursa<br />

<strong>Malaysia</strong>.<br />

Note: Any material changes to the <strong>Fund</strong>’s investment objective would require<br />

Unit Holders’ approval.<br />

15


5.1.2 Benchmark<br />

The benchmark for the <strong>Fund</strong> is the FTSE Bursa <strong>Malaysia</strong> KLCI (FBM KLCI). The<br />

FBM KLCI is the key barometer for the market activity in <strong>Malaysia</strong> and it is<br />

widely available to the public and is published daily in the newspapers.<br />

5.1.3 Investment Policy and Strategy<br />

In line with its objective, the Investment Manager will select securities that are<br />

fundamentally sound with good growth potential.<br />

The <strong>Fund</strong> adopts both a bottom-up and top-down approach with particular<br />

emphasis on fundamental analysis. This allows the Investment Manager to<br />

determine which industry may benefit from current and future changes in<br />

the economy when undergoing the process of sector allocation. At the same<br />

time, it facilitates the Investment Manager to select individual securities of the<br />

underlying companies with good fundamentals and proven business models.<br />

5.1.4 Asset Allocation<br />

The <strong>Fund</strong> will invest minimum 80% and up to 98% in local securities, mainly<br />

in large capitalised index stocks. As part of a temporary defensive measure,<br />

the <strong>Fund</strong> may lower the equity exposure to below the 80% limit. For liquidity,<br />

the <strong>Fund</strong> holds a minimum of 2% in the form of liquid assets. Money market<br />

instruments which include term deposits, repurchase agreements and shortterm<br />

cash placements with financial institutions, will be used to maintain the<br />

liquidity position and can also be used as a short-term alternative when the<br />

equity market experiences excessive volatility.<br />

5.1.5 Investment Philosophy<br />

The Investment Manager believes that <strong>Malaysia</strong>, being an emerging market,<br />

may offer opportunities for capital appreciation and the Investment Manager<br />

can add value through its proprietary research. The Investment Manager’s<br />

prudent and disciplined investment process should result in consistent<br />

performance and reduced volatility.<br />

5.1.6 Risk Management<br />

Risk management is an integral part of the Investment Manager’s process. In<br />

ensuring compliance with the Guidelines, and the <strong>Fund</strong>’s limits and investment<br />

restrictions, the Investment Manager has in place clearly defined policies and<br />

procedures that have been approved by the Board of Directors. In addition,<br />

16


the Investment Manager conducts regular review on the economic, political<br />

and social factors to evaluate the effects of those factors on the securities<br />

held. Regular meetings are also held to deliberate on these factors, investment<br />

themes and portfolio decisions. The Investment Manager has in place a system<br />

for the monitoring of the <strong>Fund</strong>’s transactions to ensure compliance with the<br />

Guidelines, and the <strong>Fund</strong>’s limits and investment restrictions.<br />

5.1.7 Permitted Investments<br />

The <strong>Fund</strong> may invest in the following:<br />

(a) transferable securities which are equities, debentures and warrants traded<br />

on the Bursa <strong>Malaysia</strong>;<br />

(b) unlisted securities which include unlisted RM denominated bonds, and<br />

securities that have been approved by the relevant regulatory authority for<br />

listing and quotation on Bursa <strong>Malaysia</strong>, which are offered directly by the<br />

issuer;<br />

(c) unlisted debentures pending listing on the Bursa <strong>Malaysia</strong>, or debentures<br />

traded on an organised over-the-counter market;<br />

(d) collective investment schemes as permitted by the SC from time to time,<br />

which are in line with the <strong>Fund</strong>’s objective;<br />

(e) liquid assets (including money market instruments and deposits with any<br />

financial institutions); and<br />

(f) other securities/instruments as permitted by the SC from time to time,<br />

which are in line with the <strong>Fund</strong>’s objective.<br />

5.1.8 Investment Limits/Restrictions<br />

Subject to the Guidelines, the purchase of permitted investments stated above<br />

shall not contravene the following limits, unless otherwise revised by the SC<br />

from time to time:<br />

(a) the value of the <strong>Fund</strong>’s investments in ordinary shares issued by any single<br />

issuer must not exceed 10% of the <strong>Fund</strong>’s NAV;<br />

(b) the value of the <strong>Fund</strong>’s investments in transferable securities and money<br />

market instruments issued by any single issuer must not exceed 15% of<br />

the <strong>Fund</strong>’s NAV;<br />

17


(c) the value of the <strong>Fund</strong>’s placement in deposits with any single institution<br />

must not exceed 20% of the <strong>Fund</strong>’s NAV;<br />

(d) the aggregate value of the <strong>Fund</strong>’s investments in transferable securities,<br />

money market instruments, and deposits issued by or placed with (as the<br />

case may be) any single issuer/institution must not exceed 25% of the<br />

<strong>Fund</strong>’s NAV;<br />

(e) the value of the <strong>Fund</strong>’s investments in units/shares of any collective<br />

investment scheme must not exceed 20% of the <strong>Fund</strong>’s NAV;<br />

(f) the value of the <strong>Fund</strong>’s investments in transferable securities and money<br />

market instruments issued by any group of companies must not exceed<br />

20% of the <strong>Fund</strong>’s NAV;<br />

(g) the <strong>Fund</strong>’s investments in transferable securities (other than debentures)<br />

must not exceed 10% of the securities issued by any single issuer;<br />

(h) the <strong>Fund</strong>’s investments in debentures must not exceed 20% of the<br />

debentures issued by any single issuer;<br />

(i) the <strong>Fund</strong>’s investments in money market instruments must not exceed<br />

10% of the instruments issued by any single issuer; and<br />

(j) The <strong>Fund</strong>’s investments in collective investment schemes must not exceed<br />

25% of the units/shares in any one collective investment scheme.<br />

The above limits/restrictions do not apply to securities/instruments issued or<br />

guaranteed by the <strong>Malaysia</strong>n government or Bank Negara <strong>Malaysia</strong>.<br />

A 5% allowance in excess of any limit or restriction imposed is permitted where<br />

the limit or restriction is breached through an appreciation or depreciation of<br />

the <strong>Fund</strong>’s NAV (whether as a result of an appreciation or depreciation in<br />

value of the <strong>Fund</strong>’s property or as a result of redemption of units or payment<br />

made out of the <strong>Fund</strong>). The Investment Manager shall not make any further<br />

acquisition to which the relevant limit is breached, and the Investment Manager<br />

shall, within reasonable period of not more than three (3) months from the<br />

date of the breach, take all necessary steps and actions to rectify the breach.<br />

18


5.1.9 Investors’ Profile<br />

This <strong>Fund</strong> would be suitable for investors who:<br />

(a) seek returns that are potentially higher than fixed deposit rates;<br />

(b) have a Medium Term to Long Term investment horizon; and<br />

(c) have high risk tolerance.<br />

6. ADDITIONAL INFORMATION IN RELATION TO THE FUND<br />

6.1 Borrowings and Securities Lending<br />

Unless approved by the SC, the <strong>Fund</strong> may not borrow cash or other assets<br />

in connection with its activities. However, the <strong>Fund</strong> may borrow cash on a<br />

temporary basis for the purpose of meeting redemption requests for Units and<br />

for short term bridging requirements subject to the following:<br />

(a) the <strong>Fund</strong>’s cash borrowing is only on a temporary basis and that borrowings<br />

are not persistent;<br />

(b) the borrowing period shall not exceed one month;<br />

(c) the aggregate borrowings of the <strong>Fund</strong> shall not exceed 10% of the <strong>Fund</strong>’s<br />

NAV at the time the borrowing is incurred; and<br />

(d) the <strong>Fund</strong> may only borrow from financial institutions.<br />

The <strong>Fund</strong> may participate in the lending of securities within the meaning of<br />

the Securities Borrowing and Lending Guidelines issued by the SC.<br />

6.2 Valuation Bases For the <strong>Fund</strong>’s Investments<br />

In valuing the <strong>Fund</strong>’s investments, the Manager will ensure that all the assets<br />

of the <strong>Fund</strong> will be valued at fair value and at all times be in compliance with<br />

Schedule B of the Guidelines and all relevant laws. The valuation bases for the<br />

investments of this <strong>Fund</strong> are as follows:<br />

19


Listed Securities<br />

The value of any of the <strong>Fund</strong>’s investments, which are quoted on an approved<br />

exchange, shall be calculated by reference to the last transacted price on that<br />

approved exchange or such other time as may be specified by the SC.<br />

However, if:<br />

(a) a valuation based on the market price does not represent the fair value of<br />

the securities, for example during abnormal market conditions; or<br />

(b) where no market value is publicly available, including in the event of a<br />

suspension in the quotation of the securities for a period exceeding 14<br />

days, or such shorter period as agreed by the Trustee,<br />

then the securities should be valued at fair value, as determined in good faith<br />

by the Manager, based on the methods or bases approved by the Trustee after<br />

appropriate technical consultation.<br />

Unlisted Securities<br />

The valuation of debentures not listed or quoted on Bursa <strong>Malaysia</strong> but<br />

have been approved by the relevant regulatory authorities for such listing or<br />

quotation and are offered directly to the <strong>Fund</strong> by the issuer shall be valued at<br />

the issue price of such securities.<br />

The value of any unlisted RM-denominated bonds will be valued on a daily<br />

basis using fair value prices quoted by a bond pricing agency (BPAM) registered<br />

with SC. Where the Manager is of the view that the price quoted by BPAM for<br />

a specific bond differs from the “market price” by more than 20 basis points,<br />

the Manager may use the “market price”, provided that the Manager:<br />

(a) records its basis for using a non-BPAM price;<br />

(b) obtains necessary internal approvals to use the non-BPAM price; and<br />

(c) keeps an audit trail of all decisions and basis for adopting the “market<br />

yield”.<br />

In the absence of reliable market quotation, valuation of the unlisted RMdenominated<br />

bonds will be determined based on the average price obtained<br />

from at least three (3) independent financial institutions.<br />

20


The fair value of other unlisted securities shall be determined in good faith<br />

by the Manager on methods or basis which have been verified by the auditor<br />

of the <strong>Fund</strong> and approved by the Trustee, and adequately disclosed in the<br />

Prospectus.<br />

Collective Investment Schemes<br />

The value of any investment in collective investment schemes which are<br />

quoted on an approved exchange shall be calculated/valued based on the last<br />

done market price of the securities.<br />

The value of any investment in unquoted collective investment schemes shall<br />

be calculated/valued based on the last published repurchase price per Unit.<br />

Deposits<br />

Investments such as bank bills and deposits placed with financial institutions<br />

are valued each day by reference to the value of such investments and the<br />

interests accrued thereon for the relevant period.<br />

Money Market Instruments<br />

Valuation of investments in money market instruments such as negotiable<br />

certificates of deposits, structured deposits and bankers’ acceptance shall be<br />

done on a daily basis by reference to the value of such investments as provided<br />

by financial institution that issues the investment.<br />

6.3 Policy in respect of the Valuation Point<br />

Valuation point refers to a time(s) on a Business Day which the Manager<br />

decides to conduct a valuation on the NAV of the <strong>Fund</strong>. The valuation of the<br />

<strong>Fund</strong> shall be carried out at the close of business of Bursa <strong>Malaysia</strong>. Under<br />

normal circumstances, only one valuation is conducted on each Business Day.<br />

The valuation of the <strong>Fund</strong> shall be carried out in a fair and accurate manner.<br />

The <strong>Fund</strong> adopts a Forward Pricing policy (see Section 8) which means that<br />

prices of Units will be calculated based on the NAV of the <strong>Fund</strong> at a valuation<br />

point in the future, i.e. the next valuation point.<br />

7. FEES AND CHARGES<br />

7.1 Charges Directly Incurred<br />

The following describes the charges that investors may directly incur when<br />

buying or redeeming Units:<br />

21


(a) Sales Charge<br />

A Sales Charge may be imposed on the purchase of Units of the <strong>Fund</strong> and<br />

may be utilised by the Manager to pay the marketing, advertising and<br />

distribution expenses of the <strong>Fund</strong>.<br />

The Sales Charge shall be a percentage of the NAV per Unit of the <strong>Fund</strong><br />

and are separately disclosed as follows to enable investors to understand,<br />

compare and to make an informed decision on the preferred distribution<br />

channel:<br />

Distribution Channels*<br />

IUTAs<br />

UTCs<br />

The Manager<br />

Maximum Sales Charge** on the NAV per<br />

Unit of the <strong>Fund</strong>***<br />

Up to 5.50% of the NAV per Unit<br />

Up to 5.50% of the NAV per Unit<br />

Up to 5.50% of the NAV per Unit<br />

* Investors may subscribe for Units via one or more of the distribution<br />

channels<br />

** All Sales Charges will be rounded up to two (2) decimal places and<br />

will be retained by the Manager<br />

*** Investors may negotiate for a lower Sales Charge.<br />

Differing Sales Charges may be levied depending on the distribution<br />

channels and the distributor within each distribution channel, subject to<br />

the maximum Sales Charge stipulated above. This is due to the different<br />

levels of services provided by each distribution channel and / or the size of<br />

the investment undertaken.<br />

Note: Please refer to Section 8.5 for an illustration on how the Selling Price<br />

is calculated.<br />

(b) Redemption Charge<br />

There is no Redemption Charge imposed by the Manager on the<br />

redemption of Units.<br />

Note: Please refer to Section 8.6 for an illustration on how the Redemption<br />

Price is calculated.<br />

(c) Transfer Fee<br />

A RM5.00 transfer fee will be levied by the Manager for each transfer of<br />

Units upon receipt of a transfer request from the investor.<br />

22


(d) Switching Fee<br />

When the investor switches from the <strong>Fund</strong> to another fund managed by<br />

the Manager, switching will be based on the NAV per unit of the other<br />

funds.<br />

7.2 Fees And Expenses Indirectly Incurred<br />

(a) Annual Management Fee<br />

The annual management fee for the <strong>Fund</strong> shall be up to 1.55% per<br />

annum of the NAV of the <strong>Fund</strong>. This fee is calculated and accrued daily<br />

and payable monthly by the <strong>Fund</strong> to the Management Company. The<br />

Investment Manager will be paid its investment management fees by the<br />

Manager from the Manager’s annual management fee.<br />

Please note that the example below is for illustration only:<br />

Assuming that the NAV of a <strong>Fund</strong> is RM10,000,000.00 (before deducting<br />

the annual management fee and the annual trustee fee for the day) and<br />

with an annual management fee of 1.55% per annum, then the calculation<br />

of the annual management fee for the day would be as follows:<br />

Annual Management Fee for the day = NAV x Annual Management Fee<br />

365 days<br />

(b) Annual Trustee Fee<br />

= RM10,000,000.00 x 1.55%<br />

365 days<br />

= RM424.66<br />

The <strong>Fund</strong> pays the Trustee an annual trustee fee of 0.08% per annum<br />

of the NAV of the <strong>Fund</strong>, subject to a minimum fee of RM18,000.00 per<br />

annum (excluding foreign custodian fees and charges). In addition to<br />

the annual trustee fee, the Trustee may be reimbursed by the <strong>Fund</strong> for<br />

any expenses properly incurred by it in the performance of its duties and<br />

responsibilities.<br />

The annual trustee fee is calculated and accrued daily and payable monthly<br />

to the Trustee.<br />

23


Please note that the example below is for illustration only:<br />

Assuming that the NAV of a <strong>Fund</strong> is RM10,000,000.00 (before deducting<br />

the annual management fee and the annual trustee fee for the day) and<br />

with an annual trustee fee of 0.08% per annum, then the calculation of<br />

the annual trustee fee for the day would be as follows:<br />

Annual Trustee Fee for the day = NAV x Annual Trustee Fee<br />

365 days<br />

(c) <strong>Fund</strong> Expenses<br />

= RM10,000,000.00 x 0.08%<br />

365 days<br />

= RM21.92<br />

In administering the <strong>Fund</strong>, only fees and expenses that are directly related<br />

and necessary to the business of a <strong>Fund</strong> may be charged to the <strong>Fund</strong>.<br />

These include (but not limited to) the following:<br />

(i) commissions/fees paid to brokers in effecting dealings in the<br />

investments of the <strong>Fund</strong>, shown on the contract notes or confirmation<br />

notes;<br />

(ii)<br />

taxes and other duties charged on the <strong>Fund</strong> by the Government and/<br />

or other authorities;<br />

(iii) costs, fees and expenses properly incurred by the auditors appointed<br />

for the <strong>Fund</strong>;<br />

(iv) costs, fees and expenses incurred for the valuation of any investment<br />

of the <strong>Fund</strong> by independent valuers for the benefit of the <strong>Fund</strong>;<br />

(v)<br />

costs, fees and expenses incurred for any modification of the Deed<br />

save where such modification is for the benefit of the Manager and/<br />

or the Trustee;<br />

(vi) costs, fees and expenses incurred for any meeting of the Unit Holders<br />

save where such meeting is convened for the benefit of the Manager<br />

and/or the Trustee;<br />

24


(vii) costs, commissions, fees and expenses of the sale, purchase,<br />

insurance and any other dealing of any asset of the <strong>Fund</strong>;<br />

(viii) costs, fees and expenses incurred in engaging any specialist approved<br />

by the Trustee for investigating or evaluating any proposed investment<br />

of the <strong>Fund</strong>;<br />

(ix) costs, fees and expenses incurred in engaging any valuer, adviser or<br />

contractor for the benefit of the <strong>Fund</strong>;<br />

(x)<br />

costs, fees and expenses incurred in the preparation and audit of the<br />

taxation, returns and accounts of the <strong>Fund</strong>;<br />

(xi) costs, fees and expenses incurred in the termination of the <strong>Fund</strong> or<br />

the removal of the Trustee or the Manager and the appointment of a<br />

new trustee or management company;<br />

(xii) costs, fees and expenses incurred in relation to any arbitration or<br />

other proceedings concerning the <strong>Fund</strong> or any asset of the <strong>Fund</strong>,<br />

including proceedings against the Trustee or the Manager by the<br />

other for the benefit of the <strong>Fund</strong> (save to the extent that legal costs<br />

incurred for the defence of either of them are not ordered by the<br />

court to be reimbursed by the <strong>Fund</strong>);<br />

(xiii) remuneration and out of pocket expenses of the independent<br />

members of the investment committee of the <strong>Fund</strong>, unless the<br />

Manager decides otherwise; and<br />

(xiv) costs, fees and expenses deemed by the Manager to have been<br />

incurred in connection with any change or the need to comply with<br />

any change or introduction of any law, regulation or requirement<br />

(whether or not having the force of law) of any governmental or<br />

regulatory authority<br />

Expenses related to the issuance of this Prospectus will be borne by the<br />

Manager.<br />

7.3 Policy on Stockbroking Rebates and Soft Commissions<br />

The Manager or any delegate thereof will not retain any form of rebate or soft<br />

commission from, or otherwise share in any commission with, any broker in<br />

consideration for directing dealings in the investments of the <strong>Fund</strong>.<br />

25


However, soft commissions may be retained by the Manager and its delegate for<br />

payment of goods and services such as research material, data and quotation<br />

services and investment management tools, which are of demonstrable benefit<br />

to Unit Holders.<br />

There are fees and charges involved and investors are advised to<br />

consider the fees and charges before investing in the <strong>Fund</strong>.<br />

8. TRANSACTION INFORMATION<br />

8.1 Computation of NAV and NAV per Unit<br />

NAV of the <strong>Fund</strong> is determined by deducting the value of the <strong>Fund</strong>’s liabilities<br />

from the value of the <strong>Fund</strong>’s assets, at a valuation point. For the purpose of<br />

computing the annual management fee and annual trustee fee, the NAV of<br />

the <strong>Fund</strong> should be inclusive of the annual management fee and the annual<br />

trustee fee for the relevant day.<br />

Please note that the example below is for illustration only:<br />

RM<br />

Securities Investment 100,000,000.00<br />

Add : Other Assets (including cash) & Income 3,000,000.00<br />

Less : Liabilities 500,000.00<br />

NAV before deducting annual management 102,500,000.00<br />

fee and annual trustee fee for the day<br />

Less : Annual management fee for the day 4,352.74<br />

(at 1.55% per annum calculated based<br />

on the NAV)<br />

RM102,500,000.00 X 1.55% / 365 days<br />

Less : Annual trustee fee for the day 224.66<br />

(at 0.08% per annum calculated based on<br />

the NAV subject to a minimum of RM18,000<br />

per annum)<br />

RM102,500,000.00 X 0.08% / 365 days<br />

NAV 102,495,422.60<br />

26


The NAV per Unit of the <strong>Fund</strong><br />

The NAV per Unit of the <strong>Fund</strong> is calculated by dividing the Total NAV of the<br />

<strong>Fund</strong> by the number of Units in circulation at the end of each Business Day.<br />

In the event that there are 200,000,000 Units of the <strong>Fund</strong> in circulation at the<br />

point of valuation, the NAV per Unit of a <strong>Fund</strong> shall therefore be calculated<br />

as follows:<br />

RM<br />

NAV 102,495,422.60<br />

Divide: Units in Circulation 200,000,000<br />

NAV per Unit of a <strong>Fund</strong> 0.5125 *<br />

* NAV per Unit will be rounded up to four (4) decimal places for the purposes<br />

of publication of the NAV per Unit.<br />

8.2 Unit Pricing<br />

The Manager adopts a single pricing regime in calculating a Unit Holder’s<br />

investments into and redemption of Units. This means that all purchases and<br />

redemptions are transacted on a single price (i.e. NAV per Unit). Investors<br />

would therefore purchase and redeem Units at NAV per Unit. The Selling Price<br />

per Unit and Redemption Price per Unit are based on Forward Pricing.<br />

8.3 Incorrect Pricing<br />

The Manager shall take immediate remedial action to rectify any incorrect<br />

valuation and/or pricing of the <strong>Fund</strong> or Units of the <strong>Fund</strong>. Where such error<br />

has occurred, monies shall be reimbursed in the following manner:-<br />

(a) in the event of over valuation or pricing, by the Manager to the <strong>Fund</strong> (if<br />

there is a redemption of Units) and/or to the Unit Holders who purchase<br />

Units at a higher price; or<br />

(b) in the event of under valuation or pricing, by the Manager to the <strong>Fund</strong> (if<br />

there is a sale of Units) and/or to the Unit Holders or former Unit Holders<br />

who redeem at a lower price.<br />

Notwithstanding the foregoing, unless the Trustee otherwise directs, no<br />

reimbursement shall be made save and except where an incorrect pricing: –<br />

27


(a) is equal or more than zero point five per centum (0.5%) of the NAV per<br />

Unit; or<br />

(b) results in a sum total of Ringgit <strong>Malaysia</strong> Ten (RM10.00) or more to be<br />

reimbursed to a Unit Holder for each sale or redemption transaction.<br />

The Manager shall have the right to amend, vary or revise the abovesaid limits<br />

or threshold from time to time and disclose such amendment, variation or<br />

revision in the Prospectus.<br />

8.4 Initial Offer Period<br />

The initial offer period for the <strong>Fund</strong> shall be a period of not more than 21 days<br />

as may be determined by the Manager and commencing on the date of this<br />

Prospectus.<br />

8.5 Calculation of Selling Price<br />

The Selling Price per Unit is calculated based on the NAV per Unit of the<br />

<strong>Fund</strong> at the next valuation point after the relevant application and payment<br />

is received by the Manager (i.e Forward Pricing). Any Sales Charge payable by<br />

the Unit Holder would be calculated as a percentage of the NAV per Unit of<br />

the <strong>Fund</strong>.<br />

For illustration purposes, assuming the following:<br />

Amount Invested by Unit Holder<br />

Sales Charge<br />

NAV per Unit<br />

RM10,000.00<br />

5.50% of NAV per Unit<br />

RM0.5000<br />

The investment amount, number of Units purchased and Sales Charge payable<br />

by the Unit Holder are as follows:<br />

RM<br />

Amount Invested by Unit Holder 10,000.00<br />

Add:<br />

Sales Charge levied by distributor @ 5.50% 550.00<br />

Total amount paid by Unit Holder 10,550.00<br />

28


The total number of Units that will be allocated to = Amount Invested<br />

Unit Holder<br />

NAV per Unit<br />

8.6 Calculation of Redemption Price<br />

= RM10,000.00<br />

RM0.5000<br />

= 20,000 Units<br />

The Redemption Price per Unit is calculated based on the NAV per Unit of the<br />

<strong>Fund</strong> at the next valuation point after the request for redemption is received<br />

by the Manager (i.e. Forward Pricing).<br />

The Manager has no intention to impose any Redemption Charge during the<br />

duration of this Prospectus.<br />

For illustration purposes, assuming the following:<br />

Number of Units to be redeemed 20,000.00<br />

Redemption Charge<br />

Nil<br />

NAV per Unit<br />

RM0.5000<br />

The redemption amount shall be as follows:<br />

Number of Units to be redeemed 20,000.00<br />

Multiply by NAV per Unit<br />

Total amount payable to Unit Holder<br />

RM0.5000<br />

RM10,000.00<br />

9. TRANSACTION DETAILS<br />

9.1 Information on Purchase of the Units<br />

An investor who wishes to invest in the <strong>Fund</strong> must be willing to adhere to the<br />

following eligibility and procedures:<br />

(a) Individual Investor<br />

For Single Applicant<br />

The applicant must be 18 years of age and above as the date of application<br />

and not a bankrupt.<br />

29


For Joint Applicants<br />

For joint applicants, the principal holder must be 18 years of age and<br />

above. The joint applicant can be anyone of any age including a minor.<br />

(b) Corporate Investor<br />

Including but not limited to a company, co-operative society, sole<br />

proprietor, institution or partnership.<br />

However, the Manager has the right to reject an application on reasonable<br />

grounds.<br />

(c) The Minimum Investment<br />

The minimum investment for the <strong>Fund</strong> is RM1,000.00 and the minimum<br />

additional investment is RM100.00 or such amounts as the Manager or<br />

the Approved Distributor may decide from time to time.<br />

(d) The <strong>Fund</strong>’s Account Opening Form and Purchase/Switch Form<br />

A Unit Holder, after completing the Account Opening Form and Purchase/<br />

Switch Form, which can be obtained from the Prospectus, at the<br />

Manager’s Office and website at www.manulife.com.my, or from any of<br />

the Manager’s authorised agents, must attach the following documents:<br />

Individual Investor<br />

For Single Applicant<br />

Certified true copy/verified copy of NRIC or passport for foreign investor.<br />

For Joint Applicants<br />

Certified true copy/verified copy of NRIC or passport for foreign investor.<br />

For second holder age 12 and below, a certified true copy/verified copy of<br />

the Birth Certificate.<br />

Corporate Investor<br />

• a certified true copy of Certificate of Incorporation /Business<br />

Registration/ Licence (Form 8 or Form 9);<br />

• a certified true copy of Form 24 & 49;<br />

• a certified true copy of the Memorandum & Article of Association/<br />

Constitution/By Laws;<br />

30


• a certified true copy of the directors’ resolution approving the<br />

investment in the <strong>Fund</strong> together with a list of authorised personnel<br />

and their specimen signatures to effect any instructions or transactions<br />

in respect of the <strong>Fund</strong>; and<br />

• any other approvals necessary from the relevant authorities.<br />

9.2 Payment Methods<br />

Investment payment should be made payable to “<strong>Manulife</strong> Unit Trusts<br />

<strong>Berhad</strong> – Sales Collection A/C” and remitted to the Manager’s account in<br />

Ringgit <strong>Malaysia</strong>.<br />

Details of the Manager’s bank account are as follows:<br />

Bank<br />

: Malayan Banking <strong>Berhad</strong><br />

Payee’s Name : <strong>Manulife</strong> Unit Trusts <strong>Berhad</strong> – Sales Collection A/C<br />

Account No. : 5143 2933 8410<br />

Payment for investment may be made to the Manager’s registered office or<br />

any of its regional support centres, or to any of its Approved Distributors.<br />

Investors are advised NOT to make payment in cash when purchasing<br />

Units of a <strong>Fund</strong> via any institution/retail agents.<br />

9.3 Processing of Purchase/Redemption/Switching Request<br />

Purchase Request<br />

Purchase of Units will be based on the Manager’s NAV per Unit on the<br />

same Business Day provided that the Purchase/Switch Form and complete<br />

documentation are received by the Manager before 3.00 p.m. (the cut-off<br />

time) on a Business Day at the Manager’s registered office or any of its regional<br />

support centres as set out in Section 21, the Purchase/Switch Form will be<br />

processed at the close of the Business Day.<br />

If the Purchase/Switch Form and complete documentation are received by the<br />

Manager after the cut-off time or on a non-Business Day at the Manager’s<br />

registered office or any of its regional support centres as set out in Section 21,<br />

the Purchase/Switch Form will be processed on the next Business Day and the<br />

Units will be based on the Manager’s NAV per Unit on the next Business Day.<br />

For purchase transaction made via the IUTAs, the transaction is subject to the<br />

terms and conditions of the respective IUTAs.<br />

31


Redemption Request<br />

Any redemption request received by the Manager before the cut-off time on a<br />

Business Day at the Manager’s registered office or any of its regional support<br />

centres as set out in Section 21 will be processed based on the NAV per Unit<br />

calculated on the same Business Day.<br />

If the Redemption/Cooling-Off Withdrawal Form and complete documentation<br />

are received by the Manager after the cut-off time or on a non-Business Day at<br />

the Manager’s registered office or any of its regional support centres as set out<br />

in Section 21, the Redemption/Cooling-Off Withdrawal Form will be processed<br />

on the next Business Day and the Units will be based on the Manager’s NAV<br />

per Unit at the end of the next Business Day.<br />

For redemption transaction made via the IUTAs, the transaction is subject to<br />

the terms and conditions of the respective IUTAs.<br />

Switching Request<br />

Any switching request received by the Manager before the cut-off time on a<br />

Business Day at the Manager’s registered office or any of its regional support<br />

centres as set out in Section 21 will be processed based on the NAV per Unit<br />

calculated on the same Business Day.<br />

If the Purchase/Switch Form and complete documentation are received by the<br />

Manager after the cut-off time or on a non-Business Day at the Manager’s<br />

registered office or any of its regional support centres as set out in Section 21,<br />

the Purchase/Switch Form will be processed on the next Business Day and the<br />

Units will be based on the Manager’s NAV per Unit on the next Business Day.<br />

For switching transaction made via the IUTAs, the transaction is subject to the<br />

terms and conditions of the respective IUTAs.<br />

9.4 Making Additional Or Regular Investment<br />

Investors are allowed to make additional investments or regular investments<br />

as they wish and their investment will be calculated based on the prevailing<br />

Selling Price per Unit (i.e. Forward Pricing) for the day. The minimum additional<br />

investment amount shall be RM100.00.<br />

9.5 Information on Redemption of the Units<br />

Unit Holders may redeem all or part of the Units held on any Business Day<br />

by completing the Redemption/Cooling-Off Withdrawal Form, which can be<br />

obtained from the Manager’s Office or website or from the Manager’s registered<br />

office, any of its regional support centres or its Approved Distributors.<br />

32


There is no restriction on the frequency of the number of Units to be redeemed.<br />

The minimum number of Units to be redeemed shall be 500 Units.<br />

For a partial redemption, the minimum balance of Units after the redemption<br />

shall be 500 Units (“Minimum Investment Balance”). However, the Manager<br />

shall not be bound to comply with any request for redemption of Units if the<br />

balance of the Units held by the investor after the redemption is less than the<br />

Minimum Investment Balance.<br />

Redemption proceeds will be paid to the Unit Holders within 10 days from the<br />

date of receipt of the redemption request by the Manager.<br />

The Manger reserves the right to vary the mode of redemption from time to<br />

time, and shall be communicated to the Unit Holders in writing.<br />

9.6 Cooling-Off Period<br />

The cooling-off period is only applicable to any person investing for the<br />

first time in any unit trust funds managed by the Manager and excludes<br />

corporations/institutions, staff of the Manager and persons dealing in unit<br />

trust of the Manager. Unit Holders have the right, within six (6) Business Days<br />

from the day of the receipt by the Manager of their Purchase/Switch Form,<br />

to call for a withdrawal of their investments. The total amount of the money<br />

initially invested i.e.:<br />

(a) the NAV per Unit on the day the units were first purchased, and<br />

(b) the Sales Charge per Unit originally imposed on the day the units were<br />

purchased;<br />

will be refunded to the Unit Holder within 10 days from the receipt of the<br />

Redemption/Cooling-Off Withdrawal Form by the Manager.<br />

Withdrawal proceeds will only be paid to the Unit Holders once the Manager<br />

has received cleared funds for the original investment. For Unit Holders who<br />

pay by cheque, the refund will be made upon clearance of the said cheque.<br />

For illustration purposes, assuming the following:<br />

An investor investing with the Manager for the first time invests RM10,000.00<br />

in the <strong>Fund</strong> on 17 October 2009 at the Selling Price per Unit of RM0.5000 and<br />

paid a Sales Charge of 0.25% as follows:<br />

33


RM<br />

Amount Invested by Unit Holder 10,000.00<br />

Add:<br />

Sales Charge levied by distributor @ 5.50% 550.00<br />

Total amount paid by Unit Holder 10,550.00<br />

The total number of Units that will be allocated to = Amount Invested<br />

Unit Holder<br />

NAV per Unit<br />

= RM10,000.00<br />

RM0.5000<br />

= 20,000 Units<br />

On 20 October 2009 (within the Cooling-off Period), the investor decides to<br />

withdraw his investment by exercising his cooling-off right.<br />

The amount to be refunded to the investor shall be:<br />

= the investment amount at NAV of the Unit on 17 October 2009 + Sales<br />

Charge paid by the investor on 17 October 2009<br />

= (20,000 Units x RM0.5000) + RM550.00<br />

= RM10,550.00<br />

9.7 Transfer of Units<br />

Investors are allowed to transfer all or part of their Units to another person,<br />

subject to the conditions as stipulated in the Deed, by completing a Transfer<br />

Form and signed by both parties (transferor and transferee). The Manager may<br />

refuse to register any transfer of a Unit in its sole and absolute discretion. A<br />

Transfer Fee of not more than RM5.00 may be charged for each transfer and<br />

the minimum transfer amount is 500 Units.<br />

For a transfer request made via the IUTAs, the transaction is subject to the<br />

terms and conditions of the respective IUTAs.<br />

9.8 Switching Facility<br />

Investors may switch all or part of the Units held between the <strong>Fund</strong> and all<br />

other funds managed by the Manager on any Business Day by completing the<br />

Purchase/Switch Form.<br />

The switching facility is subject to the following conditions:<br />

34


(a) investors of the <strong>Fund</strong> are allowed to switch their investments into and out<br />

of all other funds managed by the Manager only;<br />

(b) switching out of the <strong>Fund</strong> is not allowed during the Initial Offer Period.<br />

Thereafter, investors are allowed to switch their investments into and out<br />

of all other funds managed by the Manager subject to the availability of<br />

Units;<br />

(c) the minimum number of Units to be switched out from the <strong>Fund</strong> to the<br />

other funds managed by the Manager is 1,000 Units, provided the amount<br />

in Ringgit <strong>Malaysia</strong> meets the minimum investment amount of the other<br />

funds;<br />

(d) for partial switching, the minimum balance of Units after the switching<br />

is 500 Units (Minimum Investment Balance). However, the Manager shall<br />

not be bound to comply with any request for redemption of Units if<br />

the balance of Units held after the switching is less than the Minimum<br />

Investment Balance; and<br />

(e) when the investor switches from the <strong>Fund</strong> to other funds, there is no<br />

switching fee.<br />

The Manager may at its absolute discretion vary the terms and conditions of<br />

the switching facility.<br />

9.9 Income Distribution and Reinvestment Policy<br />

The <strong>Fund</strong> endeavours to distribute income, if any, on an annual basis.<br />

Unit Holders may choose to receive or reinvest any income distribution<br />

declared as follows:<br />

(a) income distribution will be reinvested into additional Units of the <strong>Fund</strong>. No<br />

Sales Charge will be imposed; or<br />

(b) the income distribution will be credited directly into the Unit Holder’s bank<br />

account.<br />

Income distribution will be automatically reinvested, if:<br />

(a) no distribution choice is made on the <strong>Fund</strong>’s Purchase/Switch Form; or<br />

(b) the income distribution amount is less than RM50.00 or such amount as<br />

may be determined by the Manager from time to time.<br />

35


The income distribution to be reinvested into additional Units of the <strong>Fund</strong> is<br />

based on the NAV per Unit as at the 1st Business Day when units are quoted<br />

ex-entitlement. Allotment of such units shall be within 2 weeks thereafter.<br />

9.10 Unclaimed Moneys<br />

Any income distribution unclaimed by the Unit Holders after 6 months from<br />

the income distribution date (the “Period”) shall be reinvested by the Manager<br />

on behalf of the Unit Holders in additional Units of the <strong>Fund</strong> based on the NAV<br />

per Unit of the <strong>Fund</strong> on the first Business Day following the expiry of the<br />

Period.<br />

For other cases, including redemption proceeds payable to Unit Holders who<br />

have requested for full or partial redemption of their investments in the <strong>Fund</strong><br />

that remain unclaimed after 12 months shall be lodged with the Registrar of<br />

Unclaimed Moneys in accordance with the provisions of the Unclaimed Money<br />

Act, 1965 (as may be amended from time to time).<br />

9.11 Anti-Money Laundering Policies and Procedures<br />

In order to comply with the Anti-Money Laundering And Anti-Terrorism<br />

Financing Act 2001 (Act 613) (AMLA) and the relevant policies, procedures,<br />

guidelines and/or regulations aimed at the prevention of money laundering, the<br />

Manager will be required to obtain satisfactory evidence of customer’s identity<br />

and have effective procedures for verifying the information of customers. The<br />

Manager conducts ongoing due diligence and scrutiny of customers’ identity<br />

and his/her investment objectives which may be undertaken throughout the<br />

course of the business relationship to ensure that the transactions being<br />

conducted are consistent with the Manager’s knowledge of the customer, its<br />

business and its risk profile.<br />

The Manager also reserves the right to request such information as is necessary<br />

to verify the source of the payment. The Manager may refuse to accept the<br />

application and the subscription monies if an applicant delays in producing or<br />

fails to produce any information required for the purposes of verification of<br />

identity or source of funds.<br />

A transaction or a series of transactions shall be considered as ‘suspicious’ if the<br />

transaction in question is inconsistent with the customer’s known transaction<br />

profile or does not make economic sense. Suspicious transactions shall be<br />

submitted directly to the Financial Intelligence Unit of Bank Negara <strong>Malaysia</strong>.<br />

Investors are advised not to make payment in cash when purchasing<br />

Units of the <strong>Fund</strong> via any institutional/retail agent.<br />

36


10. SALIENT TERMS OF THE DEED<br />

10.1 Rights and Liabilities of Unit Holders<br />

10.1.1 Rights of Unit Holders<br />

A Unit Holder has the right, among others, to the followings:<br />

(a) to receive the distribution of income, participate in any increase in the<br />

value of the Units and to other such rights and privileges as set out<br />

under the Deed for the <strong>Fund</strong>;<br />

(b) to call for Unit Holders’ meetings, and to vote for the removal of the<br />

Trustee or the Manager through a special resolution;<br />

(c) to exercise the cooling-off right (if applicable); and<br />

(d) to receive annual and interim reports.<br />

However, a Unit Holder would not have the right to require the transfer<br />

to the Unit Holder of any of the investments of the <strong>Fund</strong>. Neither would a<br />

Unit Holder have the right to interfere with or question the exercise by the<br />

Trustee or the Manager on his behalf, of the rights of the Trustee as trustee<br />

of the investments of the <strong>Fund</strong>.<br />

10.1.2 Liabilities of Unit Holders<br />

(a) No Unit Holder is liable for any amount in excess of the purchase price<br />

paid for the Units as determined pursuant to the Deed at the time the<br />

Units were purchased; and<br />

(b) Unit Holders shall not be under any obligation to indemnify the Trustee<br />

and/or the Manager in the event that the liabilities incurred by the<br />

Trustee and the Manager in the name of or on behalf of the <strong>Fund</strong><br />

pursuant to and/or in the performance of the provisions of the Deed<br />

exceed the NAV of the <strong>Fund</strong>, and any right of indemnity of the Trustee<br />

and/or the Manager shall be limited to recourse to the <strong>Fund</strong>.<br />

37


10.2 Provisions regarding Unit Holders Meetings<br />

10.2.1 Quorum Required for Convening a Unit Holders Meeting<br />

The quorum required for a meeting of the Unit Holders shall be five (5)<br />

Unit Holders, whether present in person or by proxy, provided always that<br />

the quorum for a meeting of the Unit Holders convened for the purpose of<br />

voting on a Special Resolution shall be five (5) Unit Holders, whether present<br />

in person or by proxy, who must hold in aggregate at least twenty five per<br />

centum (25%) of the Units in circulation at the time of the meeting, and<br />

provided further that if the <strong>Fund</strong> has five (5) or less Unit Holders, the quorum<br />

required for a meeting of the Unit Holders of the <strong>Fund</strong> shall be two (2) Unit<br />

Holders, whether present in person or by proxy; if the meeting has been<br />

convened for the purpose of removing the Manager and/or the Trustee, the<br />

Unit Holders present in person or by proxy must hold in aggregate at least<br />

twenty five per centum (25%) of the Units in circulation at the time of the<br />

meeting.<br />

10.2.2 Unit Holders meeting convened by Unit Holders<br />

Unless otherwise required or allowed by the relevant laws, the Manager<br />

shall, within twenty-one (21) days of receiving an application from not less<br />

than fifty (50) or one-tenth (1/10) of all the Unit Holders, whichever is less,<br />

summon a meeting of the Unit Holders by:<br />

(a) sending by post at least seven (7) days before the date of the proposed<br />

meeting a notice of the proposed meeting to all the Unit Holders; and<br />

(b) publishing at least fourteen (14) days before the date of the proposed<br />

meeting an advertisement giving notice of the proposed meeting in a<br />

national language newspaper published daily and another newspaper<br />

approved by the relevant authorities.<br />

The Unit Holders may apply to the Manager to summon a meeting for any<br />

purpose including, without limitation, for the purpose of:<br />

(a) requiring the retirement or removal of the Manager;<br />

(b) requiring the retirement or removal of the Trustee;<br />

(c) considering the most recent financial statements of the <strong>Fund</strong>;<br />

(d) giving to the Trustee such directions as the meeting thinks proper; or<br />

38


(e) considering any matter in relation to the Deed,<br />

provided always that the Manager shall not be obliged to summon such a<br />

meeting unless application has been received from not less than fifty (50) or<br />

one-tenth (1/10) of all the Unit Holders, whichever is the lesser number.<br />

10.2.3 Unit Holders meeting convened by Manager or Trustee<br />

The Manager or Trustee may convene a Unit Holders’ meeting by giving<br />

Unit Holders written notice in the manner prescribed by the Deed or the<br />

relevant laws.<br />

10.3 Termination of the <strong>Fund</strong><br />

10.3.1 Circumstances that may lead to the termination of the <strong>Fund</strong><br />

The <strong>Fund</strong> may be terminated or wound up should the following occur:-<br />

(a) The SC’s approval is revoked under Section 212(7)(A) of the Act;<br />

(b) A special resolution is passed at a Unit Holders’ meeting to terminate<br />

or wind up the <strong>Fund</strong>, following occurrence of events stipulated under<br />

Section 301(1) of the Act and the court has confirmed the resolution,<br />

as required under Section 301(2) of the Act;<br />

(c) A special resolution is passed at a Unit Holders’ meeting to terminate or<br />

wind up the <strong>Fund</strong>;<br />

(d) The <strong>Fund</strong> has reached its maturity date as specified in the Deed; and<br />

(e) The effective date of an approved transfer scheme (if any) has resulted<br />

in the <strong>Fund</strong>, which is the subject of the transfer scheme, being left with<br />

no asset/property.<br />

10.3.2 Procedure for the Termination of the <strong>Fund</strong><br />

Upon the termination of the <strong>Fund</strong>, the Trustee shall:<br />

(a) sell all the assets of the <strong>Fund</strong> then remaining in its hands and pay out<br />

of the <strong>Fund</strong> any liabilities of the <strong>Fund</strong>; such sale and payment shall be<br />

carried out and completed in such manner and within such period as<br />

the Trustee considers to be in the best interests of the Unit Holders;<br />

and<br />

39


(b) from time to time distribute to the Unit Holders, in proportion to the<br />

number of Units held by them respectively:<br />

(i)<br />

(ii)<br />

the net cash proceeds available for the purpose of such distribution<br />

and derived from the sale of the investments and assets of the<br />

<strong>Fund</strong> less any payments for liabilities of the <strong>Fund</strong>; and<br />

any available cash produce;<br />

provided always that the Trustee shall not be bound, except in the case<br />

of final distribution, to distribute any of the moneys for the time being<br />

in his hands the amount of which is insufficient for payment to the Unit<br />

Holders of RM Fifty (0.50) sen in respect of each Unit and provided also that<br />

the Trustee shall be entitled to retain out of any such moneys in his hands<br />

full provision for all costs, charges, taxes, expenses, claims and demands<br />

incurred, made or anticipated by the Trustee in connection with or arising<br />

out of the winding-up of the <strong>Fund</strong> and, out of the moneys so retained, to<br />

be indemnified against any such costs, charges, taxes, expenses, claims and<br />

demands; each such distribution shall be made only against the production<br />

of such evidence as the Trustee may require of the title of the Unit Holder<br />

relating to the Units in respect of which the distribution is made.<br />

In the event that the <strong>Fund</strong> is terminated, the Trustee shall be at liberty to call<br />

upon the Manager to grant the Trustee, and the Manager shall so grant, a<br />

full and complete release from the Deed and the Manager shall indemnify<br />

the Trustee against any claims arising out of the Trustee’s execution of the<br />

Deed provided always that such claims have not been caused by any failure<br />

on the part of the Trustee to exercise the degree of care and diligence<br />

required of a trustee as contemplated by the Deed and all relevant laws.<br />

The Manager (or the Trustee, if the <strong>Fund</strong> has been terminated in the<br />

circumstances spelt out in Division 12.3 of the Deed) shall, as soon as<br />

practicable after the winding up of the <strong>Fund</strong>, inform Unit Holders and the<br />

relevant authorities of the same in such manner as may be prescribed by<br />

any relevant law.<br />

Where the termination of the <strong>Fund</strong> and the winding-up of the <strong>Fund</strong> have<br />

been occasioned by any of the events set out below:<br />

(a) if the Manager has gone into liquidation, except for the purpose of<br />

reconstruction or amalgamation upon terms previously approved in<br />

writing by the Trustee and the relevant authorities;<br />

40


(b) if, in the opinion of the Trustee, the Manager has ceased to carry on<br />

business; or<br />

(c) if, in the opinion of the Trustee, the Manager has to the prejudice<br />

of Unit Holders failed to comply with the provisions of the Deed or<br />

contravened any of the provisions of any relevant law;<br />

the Trustee shall summon for a Unit Holders meeting to get directions<br />

from the Unit Holders and also arrange for a final review and audit of the<br />

final accounts of the <strong>Fund</strong> by the Auditor of the <strong>Fund</strong>; in all other cases of<br />

termination of the trust and winding-up of the <strong>Fund</strong>, such final review and<br />

audit by the Auditor of the <strong>Fund</strong> shall be arranged by the Manager.<br />

10.4 The Maximum Fees and Charges that may be imposed by the<br />

Manager and the Steps to be taken by the Manager to increase such<br />

Fees and Charges<br />

10.4.1 Maximum Rate of Direct Fees and Charges allowable by the Deed<br />

• The maximum Sales Charge allowable by the Deed is 6.50% of the NAV<br />

per Unit.<br />

• There is no Redemption Charge allowable by the Deed.<br />

10.4.2 Maximum Rate of Indirect Fees and Charges allowable by the Deed<br />

• The maximum rate of the annual management fee shall be up to 2.50%<br />

of the NAV of the <strong>Fund</strong> calculated and accrued daily.<br />

• The maximum rate of the annual trustee fee shall be up to 0.20% of<br />

the NAV of the <strong>Fund</strong> subject to a minimum fee of RM18,000.00 per<br />

annum calculated and accrued daily (excluding foreign custodian fees<br />

and charges).<br />

10.4.3 Procedures to be taken to increase the Direct and Indirect Fees and<br />

Charges from the current amount stipulated in the Prospectus<br />

Sales Charge<br />

A higher Sales Charge than that disclosed in the Prospectus may only be<br />

imposed if:<br />

(a) the Manager has notified the Trustee in writing of and the effective<br />

date for the higher charge;<br />

41


(b) a supplemental prospectus in respect of the <strong>Fund</strong> setting out the higher<br />

charge is issued; and<br />

(c) such time as may be prescribed by any relevant law has elapsed since<br />

the effective date of the supplemental prospectus.<br />

Redemption Charge<br />

A higher Redemption Charge than that disclosed in the Prospectus may<br />

only be imposed if:<br />

(a) the Manager has notified the Trustee in writing of and the effective<br />

date for the higher charge;<br />

(b) a supplemental prospectus in respect of the <strong>Fund</strong> setting out the higher<br />

charge is issued; and<br />

(c) such time as may be prescribed by any relevant law has elapsed since<br />

the effective date of the supplemental prospectus.<br />

Annual Management Fee<br />

The Manager may not charge an annual management fee at a rate higher<br />

than that disclosed in the Prospectus unless:<br />

(a) the Manager has come to an agreement with the Trustee on the higher<br />

rate;<br />

(b) the Manager has notified the Unit Holders of the higher rate and the<br />

date on which such higher rate is to become effective;<br />

(c) in relation to a <strong>Fund</strong> requiring the issuance of a prospectus, a<br />

supplemental prospectus stating the higher rate is issued thereafter;<br />

and<br />

(d) such time as may be prescribed by any relevant law shall have elapsed<br />

since the supplemental prospectus is issued.<br />

Annual Trustee Fee<br />

The Trustee may not charge an annual trustee fee at a rate higher than the<br />

maximum rate disclosed in the prospectus unless:<br />

(a) the Manager has come to an agreement with the Trustee on the higher<br />

rate;<br />

42


(b) the Manager has notified the Unit Holders of the higher rate and the<br />

date on which such higher rate is to become effective;<br />

(c) a supplemental prospectus stating the higher rate is issued thereafter;<br />

and<br />

(d) such time as may be prescribed by any relevant law shall have elapsed<br />

since the supplemental prospectus is issued.<br />

10.5 Other Expenses Permitted under the Deed<br />

Only the expenses (or parts thereof) which are directly related and necessary<br />

to the operation and administration of the <strong>Fund</strong> may be charged to the<br />

<strong>Fund</strong>. These would include (but are not limited to) the following:<br />

(a) commissions/fees paid to brokers in effecting dealings in the investments<br />

of the <strong>Fund</strong>, shown on the contract notes or confirmation notes;<br />

(b) taxes and other duties charged on the <strong>Fund</strong> by the Government and/or<br />

other authorities;<br />

(c) costs, fees and expenses properly incurred by the Auditors appointed<br />

for the <strong>Fund</strong>;<br />

(d) costs, fees and expenses incurred for the valuation of any investment of<br />

the <strong>Fund</strong> by independent valuers for the benefit of the <strong>Fund</strong>;<br />

(e) costs, fees and expenses incurred for any modification of this Deed save<br />

where such modification is for the benefit of the Manager and/or the<br />

Trustee;<br />

(f) costs, fees and expenses incurred for any meeting of the Unit Holders<br />

save where such meeting is convened for the benefit of the Manager<br />

and/or the Trustee;<br />

(g) costs, commissions, fees and expenses of the sale, purchase, insurance<br />

and any other dealing of any asset of the <strong>Fund</strong>;<br />

(h) costs, fees and expenses incurred in engaging any specialist approved<br />

by the Trustee for investigating or evaluating any proposed investment<br />

of the <strong>Fund</strong>;<br />

43


(i) costs, fees and expenses incurred in engaging any valuer, adviser or<br />

contractor for the benefit of the <strong>Fund</strong>;<br />

(j) costs, fees and expenses incurred in the preparation and audit of the<br />

taxation, returns and accounts of the <strong>Fund</strong>;<br />

(k) costs, fees and expenses incurred in the termination of the <strong>Fund</strong> or the<br />

removal of the Trustee or the Manager and the appointment of a new<br />

trustee or management company;<br />

(l) costs, fees and expenses incurred in relation to any arbitration or other<br />

proceedings concerning the <strong>Fund</strong> or any asset of the <strong>Fund</strong>, including<br />

proceedings against the Trustee or the Manager by the other for the<br />

benefit of the <strong>Fund</strong> (save to the extent that legal costs incurred for the<br />

defence of either of them are not ordered by the court to be reimbursed<br />

by the <strong>Fund</strong>);<br />

(m) remuneration and out of pocket expenses of the independent members<br />

of the Investment Committee of the <strong>Fund</strong>, unless the Manager decides<br />

otherwise;<br />

(n) costs, fees and expenses deemed by the Manager to have been incurred<br />

in connection with any change or the need to comply with any change<br />

or introduction of any law, regulation or requirement (whether or not<br />

having the force of law) of any governmental or regulatory authority;<br />

and<br />

(o) where the custodial function is delegated by the Trustee, charges and<br />

fees paid to sub-custodians.<br />

10.6 Circumstances that may lead Towards the Retirement, Removal or<br />

Replacement of the Manager<br />

The Manager may retire upon giving twelve (12) months’ notice (or such<br />

shorter period as the Manager and the Trustee may agree) to the Trustee of<br />

its desire to do so, and may by deed appoint in its stead a new management<br />

company approved by the Trustee and the SC.<br />

The Manager shall also retire, if so required by the Trustee, on the grounds<br />

that:<br />

(a) a Special Resolution to that effect has been passed by the Unit Holders<br />

at a meeting called for that purpose;<br />

44


(b) the Manager has failed or neglected to carry out its duties to the<br />

satisfaction of the Trustee and the Trustee considers that it would be in<br />

the interests of Unit Holders for it to do so after the Trustee has given<br />

notice to it of that opinion and the reason for that opinion, and after<br />

consultation with the relevant authorities and with the approval of Unit<br />

Holders;<br />

(c) unless expressly directed otherwise by the relevant authorities, the<br />

Manager is in breach of any of its obligations or duties under the Deed<br />

or the relevant laws, or has ceased to be eligible to be a management<br />

company under the relevant laws; or<br />

(d) the Manager has gone into liquidation, except for the purpose of<br />

amalgamation or reconstruction or some similar purpose, or has had a<br />

receiver appointed or has ceased to carry on business.<br />

10.7 Powers of the Manager to Remove the Trustee<br />

The Trustee may be removed and another trustee may be appointed by a<br />

Special Resolution of the Unit Holders at a Unit Holders’ meeting convened<br />

in accordance with the Deed.<br />

The Manager shall take all reasonable steps to replace the Trustee as soon<br />

as practicable after becoming aware that:<br />

(a) The Trustee has ceased to exist;<br />

(b) The Trustee has not been validly appointed;<br />

(c) The Trustee is not eligible to be appointed or to act as trustee under<br />

Section 290 of the Act;<br />

(d) The Trustee has failed or refused to act as trustee in accordance with<br />

the provisions or covenants of the Deed or the provisions of the Act;<br />

(e) A receiver is appointed over the whole or a substantial part of the<br />

assets or undertaking of the existing trustee and has not ceased to act<br />

under the appointment, or a petition is presented for the winding up<br />

of the existing trustee (other than for the purpose of and followed by<br />

a reconstruction, unless during or following such reconstruction the<br />

existing trustee becomes or is declared to be insolvent); or<br />

(f) The Trustee is under investigation for conduct that contravenes the<br />

Trust Companies Act 1949, the Trustee Act 1949, the Companies Act<br />

1965 or any securities law.<br />

45


10.8 Retirement or Removal or Replacement of the Trustee<br />

The Trustee may retire upon giving twelve (12) months’ notice to the<br />

Manager of its desire to do so (or such shorter period as the Manager and<br />

the Trustee may agree) and may by deed appoint in its stead a new trustee<br />

approved by the SC.<br />

The Trustee may be removed and another trustee may be appointed by<br />

Special Resolution of the Registered Unit Holders at a Registered Unit<br />

Holders’ meeting convened in accordance with the Deed or as stipulated<br />

in the Act.<br />

10.9 Power of Trustee to Remove or Replace the Manager<br />

Subject to the provisions of any relevant law, the Trustee shall take all<br />

reasonable steps to remove the Manager:<br />

(a) if the Manager has failed or neglected to carry out its duties to the<br />

satisfaction of the Trustee and the Trustee considers that it would be in<br />

the interests of Unit Holders for it to do so after the Trustee has given<br />

notice to it of that opinion and the reasons for that opinion, and has<br />

considered any representations made by the Manager in respect of that<br />

opinion, and after consultation with the relevant authorities and with<br />

the approval of the Unit Holders by way of a special resolution;<br />

(b) unless expressly directed otherwise by the relevant authorities, if the<br />

Manager is in breach of any of its obligations or duties under the Deed<br />

or the relevant laws, or has ceased to be eligible to be a management<br />

company under the relevant laws; or<br />

(c) the Manager has gone into liquidation, except for the purpose of<br />

amalgamation or reconstruction or some similar purpose, or has had a<br />

receiver appointed or has ceased to carry on business;<br />

and the Manager shall not accept any extra payment or benefit in relation<br />

to such removal.<br />

In any of the above said grounds, the Manager shall upon receipt of a written<br />

notice from the Trustee ipso facto cease to be the management company of<br />

the <strong>Fund</strong>. The Trustee shall, at the same time, by writing appoint some other<br />

corporation approved by the relevant authorities to be the management<br />

company of the <strong>Fund</strong>; such corporation shall have entered into such deed or<br />

deeds as the Trustee may consider to be necessary or desirable to secure the<br />

due performance of its duties as Management Company for the <strong>Fund</strong>.<br />

46


11. CLIENT COMMUNICATION<br />

Unit Holders will/can receive regular updates on the <strong>Fund</strong> and on their investment<br />

through:<br />

(a) Newspapers<br />

Unit Holders will be able to obtain information pertaining to the <strong>Fund</strong> from the<br />

press. The NAV per Unit of the <strong>Fund</strong> will be quoted in at least two (2) major<br />

daily newspapers to enable Unit Holders to monitor their investments. The daily<br />

prices may be based on information available one (1) Business Day prior to<br />

publication.<br />

(b) The Manager’s Company Website<br />

Unit Holders will be able to obtain information pertaining to the <strong>Fund</strong> from the<br />

Manager’s Company Website at www.manulife.com.my.<br />

(c) Financial Reports<br />

The Manager will provide Unit Holders with an annual report within two (2)<br />

months of the <strong>Fund</strong>’s financial year-end and an interim report within two (2)<br />

months of the end of the period covered. A financial statement audited by the<br />

<strong>Fund</strong>’s appointed auditor will be included in the annual report. The Trustee will<br />

prepare a trustee report to Unit Holders in both the annual and interim reports<br />

stating its opinion whether the Manager has operated and managed the <strong>Fund</strong><br />

in accordance with the Deed, Guidelines and other applicable laws.<br />

(d) Statement of Accounts<br />

The Manager will issue a statement to Unit Holders on a half yearly basis<br />

confirming the current shareholdings and transactions relating to their Units<br />

in the <strong>Fund</strong>.<br />

(e) Customer Service<br />

Unit Holders can seek assistance from the customer service personnel at the<br />

Manager’s office or at any location listed in Section 21 during the stated office<br />

hours. Alternatively, investors can communicate with the Manager via Tel. No.:<br />

03-2719 9228; Fax No.: 03-2719 9119 or email to my_utservice@manulife.<br />

com.<br />

47


12. THE MANAGEMENT COMPANY<br />

12.1 Background<br />

The Manager was incorporated in <strong>Malaysia</strong> on 30 September 2008 under<br />

the Companies Act, 1965. As at the LPD, There are no funds under the<br />

Manager’s management.<br />

As at LPD, the Manager has a staff force of 8, of whom, all are executive<br />

staff.<br />

The Manager is a wholly-owned subsidiary of <strong>Manulife</strong> Holdings <strong>Berhad</strong><br />

(formerly known as <strong>Manulife</strong> <strong>Insurance</strong> (<strong>Malaysia</strong>) <strong>Berhad</strong>) (24851-H), a<br />

company listed on the Main Market of Bursa <strong>Malaysia</strong>.<br />

12.2 Role of the Manager<br />

The Manager is responsible for the operation and administration of the<br />

<strong>Fund</strong>; investment management and marketing of the <strong>Fund</strong>; servicing Unit<br />

Holders’ needs; keeping proper administrative records of Unit Holders and<br />

accounting records of the <strong>Fund</strong>; ensuring that the <strong>Fund</strong>/Units are correctly<br />

priced; ensuring compliance with stringent internal procedures and<br />

guidelines of relevant authorities and relevant laws.<br />

12.3 Financial Position<br />

As at<br />

LPD<br />

31 December<br />

2008*<br />

(RM)<br />

Financial Year Ended<br />

31 December<br />

2007*<br />

(RM)<br />

31 December<br />

2006*<br />

(RM)<br />

Turnover Not Applicable Not Applicable Not Applicable Not Applicable<br />

Profit/(Loss)<br />

Before Tax<br />

Profit/(Loss)<br />

After Tax<br />

Issued/Paid-up<br />

Capital<br />

Shareholders’<br />

<strong>Fund</strong><br />

Not Applicable Not Applicable Not Applicable Not Applicable<br />

Not Applicable Not Applicable Not Applicable Not Applicable<br />

12,000,000 2 Not Applicable Not Applicable<br />

12,000,000 2 Not Applicable Not Applicable<br />

* The Manager was only incorporated on 30 September 2008 and only<br />

commenced operations in 22 June 2009.<br />

48


12.4 Role of Directors<br />

The Board of Directors is responsible for the overall management of the<br />

Manager and the <strong>Fund</strong>. The Board not only ensures corporate governance<br />

is practised but policies and guidelines are adhered to. The Board meets<br />

once every quarter of the year to discuss and decide on business strategies,<br />

operational priorities and ways of managing risk within the Manager.<br />

12.5 Board of Directors of the Manager<br />

Yap Suat Yen (Chief Executive Officer/Executive Director) was appointed<br />

Chief Executive Officer in 2009. Ms Yap has over 20 years of experience<br />

in the financial services industry, mainly in the life insurance sector. She<br />

joined <strong>Manulife</strong> <strong>Insurance</strong> (<strong>Malaysia</strong>) <strong>Berhad</strong> (now known as <strong>Manulife</strong><br />

Holdings <strong>Berhad</strong>) in 2006 as Head of Bancassurance and was responsible in<br />

successfully driving the growth and business expansion through the various<br />

local and foreign partner banks. She is responsible for setting the vision,<br />

mission and overall business strategies of the Manager.<br />

Prior to joining <strong>Manulife</strong> Holdings <strong>Berhad</strong>, she was attached with a leading<br />

foreign insurance company, where she headed the profit centre, and to her<br />

credit, successfully developed a strong business proposition with partner<br />

banks, multinational companies, brokers as well as the foreign insurance<br />

company’s agency force.<br />

Tan Sri Dato’ Mohd Sheriff Bin Mohd Kassim (Independent Director)<br />

was appointed to the Board on 26 May 2008. He holds a BA (Honours)<br />

Economics degree from University Malaya and a Diploma in Economic<br />

Development from Oxford University, United Kingdom. He also holds a MA<br />

Economics from Vanderbilt University, United States of America.<br />

Tan Sri Dato’ was the Managing Director of Khazanah Nasional <strong>Berhad</strong> and<br />

past Director of United Engineers (<strong>Malaysia</strong>) <strong>Berhad</strong> and former Chairman<br />

of UEM Land Sdn Bhd (formerly known as Renong <strong>Berhad</strong>). Prior to joining<br />

Khazanah Nasional <strong>Berhad</strong> as the Managing Director in 1994, he served as<br />

the Secretary General of Treasury, Ministry of Finance for 3 years.<br />

Tan Sri Dato’ sits on the Boards of <strong>Manulife</strong> Holdings <strong>Berhad</strong> (formerly<br />

known as <strong>Manulife</strong> <strong>Insurance</strong> (<strong>Malaysia</strong>) <strong>Berhad</strong>), <strong>Manulife</strong> <strong>Insurance</strong><br />

<strong>Berhad</strong> and the Investment Manager as Independent Non-Executive<br />

Chairman. He is also the Non-Independent Non-Executive Chairman of<br />

PLUS Expressways <strong>Berhad</strong>, Chairman of the <strong>Malaysia</strong>n Institute of Economic<br />

Research, President of the <strong>Malaysia</strong>n Economic Association. He further<br />

49


serves as a Non-Executive Chairman of Projek Penyelenggaran Lebohraya<br />

<strong>Berhad</strong> and Projek Lebohraya Utara-Selatan <strong>Berhad</strong>, Scientex <strong>Berhad</strong>,<br />

Standard Chartered Bank <strong>Malaysia</strong> <strong>Berhad</strong>, Standard Chartered Saadiq Bhd<br />

and Yayasan UEM.<br />

Kevin Douglas McWhinney (Non-Independent Director) holds an<br />

Honours Bachelor of Arts degree from the University of Waterloo in Canada.<br />

Committed to professionalism and lifelong learning, he has also obtained his<br />

Chartered Life Underwriter (CLU), Chartered Financial Consultant (ChFC),<br />

Certified Financial Planner (CFP ® ) and LIMRA Life Institute Fellowship (LLIF)<br />

industry designations.<br />

He joined <strong>Manulife</strong> <strong>Insurance</strong> (<strong>Malaysia</strong>) <strong>Berhad</strong> (now known as <strong>Manulife</strong><br />

Holdings <strong>Berhad</strong>) in January 2006 as the Executive Vice President, Distribution<br />

with overall responsibility for Agency, Bancassurance, Financial Advisors<br />

as well as the Training and Development and Marketing Departments. In<br />

December 2008, Kevin was appointed Chief Executive Officer and Director<br />

of <strong>Manulife</strong> <strong>Insurance</strong> <strong>Berhad</strong>.<br />

Prior to joining <strong>Manulife</strong> <strong>Insurance</strong> (<strong>Malaysia</strong>) <strong>Berhad</strong> (now known as<br />

<strong>Manulife</strong> Holdings <strong>Berhad</strong>), Mr McWhinney was the Assistant Vice President<br />

for Regional Agency Development in the <strong>Manulife</strong> Financial’s Regional Head<br />

Office in Hong Kong. In this position, he played a leadership role in driving<br />

strategic agency initiatives throughout Asia, primarily in Indonesia, Vietnam,<br />

Hong Kong, Singapore and <strong>Malaysia</strong>.<br />

Datuk Ismail Bin Haji Ahmad (Independent Director) was appointed to<br />

the Board on 26 May 2008. He graduated from University Malaya with a<br />

Bachelor of Arts Degree (Honours) and later obtained his Masters Degree in<br />

Public Policy and Administration from the University of Wisconsin, United<br />

States of America. He had also attended the Senior Management Program<br />

conducted by the Harvard Business School.<br />

Prior to joining the private sector, he had served as an officer in the<br />

Administrative and Diplomatic Service <strong>Malaysia</strong> in the Prime Minister’s<br />

Department, Ministry of Home Affairs and the Ministry of Primary Industries.<br />

While in the Government service, he had served in senior positions as the<br />

Deputy Secretary General of the Ministry of Primary Industries and the Chief<br />

Executive Officer of the Commodities Trading Commission.<br />

After his retirement from the Civil Service, he had served as Chairman<br />

of Bank Muamalat <strong>Malaysia</strong> <strong>Berhad</strong> and Board member of Advanced<br />

Packaging Technology (M) <strong>Berhad</strong> and Tracoma Holdings <strong>Berhad</strong> and<br />

50


IPP Venture <strong>Berhad</strong>. Datuk also sits on the Boards of <strong>Manulife</strong> Holdings<br />

<strong>Berhad</strong> (formerly known as <strong>Manulife</strong> <strong>Insurance</strong> (<strong>Malaysia</strong>) <strong>Berhad</strong>), <strong>Manulife</strong><br />

<strong>Insurance</strong> <strong>Berhad</strong> and the Investment Manager.<br />

Michael Chan Yui Lung (Non-Independent Director) was appointed<br />

to the Board on 25 February 2009. He is a Fellow Member of the British<br />

Royal Chartered Institute of Management Accountants, Associate Member<br />

of Hong Kong Institute of Certified Public Accountants and a qualified<br />

member of the society of Registered Financial Planners, Hong Kong. Mr<br />

Chan has been a qualified member of the Life <strong>Insurance</strong> Management<br />

Research Association since 1997.<br />

Mr Chan joined <strong>Manulife</strong> International Ltd, Hong Kong in 2000 as Vice<br />

President, Group Life and Health. He was appointed as Vice President,<br />

Distribution in 2004, as Head of Sales Operation of 450 Corporate Brokers<br />

and 3,600 tie in-house agents. Prior to joining <strong>Manulife</strong> International Ltd in<br />

2000, Mr Chan served on the Boards of a number of insurance companies<br />

and as an Accounting Officer in Management Accounting Branch, Treasury<br />

for the Hong Kong Government.<br />

He is the Group Chief Executive Officer/Managing Director of <strong>Manulife</strong><br />

Holdings <strong>Berhad</strong> (formerly known as <strong>Manulife</strong> <strong>Insurance</strong> (<strong>Malaysia</strong>)<br />

<strong>Berhad</strong>) and Non-Executive Director of <strong>Manulife</strong> <strong>Insurance</strong> <strong>Berhad</strong> and the<br />

Investment Manager.<br />

12.6 Role of the Investment Committee<br />

The Investment Committee formulates, establishes and implements<br />

investment strategies and policies. The Investment Committee will<br />

continually review and monitor the success of these strategies and policies<br />

using predetermined benchmarks towards achieving a proper performance<br />

for the <strong>Fund</strong>. The Investment Committee will also ensure investment<br />

guidelines and regulations are complied with. The Investment Committee<br />

will meet at least once every quarterly or more should the need arise.<br />

12.7 The Investment Committee Members<br />

Tan Sri Dato’ Mohd Sheriff Bin Mohd Kassim (profile as mentioned in<br />

Section 12.5)<br />

Datuk Ismail bin Haji Ahmad (profile as mentioned in Section 12.5)<br />

Michael Chan Yui Lung (profile as mentioned in Section 12.5)<br />

51


Leo Ng Ho Lai (Group Chief Financial Officer) oversees the group financial<br />

matters. He is a Fellow of the Society of Actuaries and the Canadian<br />

Institution of Actuaries. Mr Ng joined <strong>Manulife</strong> Financial more than 14 years<br />

ago and held various roles in <strong>Manulife</strong> Financial’s offices in Toronto, Hong<br />

Kong and <strong>Malaysia</strong>.<br />

Tang Loon Khoon (Vice President, Finance of <strong>Manulife</strong> <strong>Insurance</strong> <strong>Berhad</strong>)<br />

is responsible for the Group’s financial control and reporting. He graduated<br />

from Universiti Utara <strong>Malaysia</strong> (UUM), with a Bachelor of Accounting<br />

(Honours) Degree in year 1997. He is a member of the <strong>Malaysia</strong>n Institute<br />

of Certified Public Accountants (MICPA) and <strong>Malaysia</strong>n Institute of<br />

Accountants (MIA). He joined <strong>Manulife</strong> <strong>Insurance</strong> (<strong>Malaysia</strong>) <strong>Berhad</strong> (now<br />

known as <strong>Manulife</strong> Holdings <strong>Berhad</strong>) in 2006 and has more than 12 years<br />

experience in accounting, auditing, finance and taxation.<br />

12.8 Key Personnel of the Manager<br />

Ms Yap Suat Yen (profile as mentioned in Section 12.5).<br />

Eric Chee Weng Wah (Assistant Vice President, Sales and Marketing)<br />

is responsible for the Manager’s sales and multi distribution channels<br />

development, developing and implementing marketing plans and strategies<br />

aimed at achieving the sales target. He graduated from Universiti Kebangsaan<br />

<strong>Malaysia</strong> (UKM), with a Bachelor of Economics (Honours) Degree in year<br />

1995. He also holds a Certified Financial Planner (CFP ® ), Registered Financial<br />

Consultant (RFC) and Registered Financial Planner (RFP) licensee. He has<br />

more than 10 years’ working experience in the unit trust industry and has a<br />

diverse background in finance.<br />

Kavitha Baktharaman (Compliance Manager), holds a LLB (Hons) and LLM<br />

(Hons) from Staffordshire University. She joined <strong>Manulife</strong> Holdings <strong>Berhad</strong><br />

in March 2007. She is the designated person responsible for compliance<br />

matters. She works closely with the authorities in ensuring compliance with<br />

the laws and regulations pertinent to the unit trust industry.<br />

Ong Bee Lian (Senior Manager of Operations) is an Associate Member of<br />

the Chartered Institute of Management Accountants. She has more than<br />

14 years of experience in the unit trust, trustee services and stockbroking<br />

industry. She is responsible for the smooth running of the operation functions<br />

of the Manager. In addition, she is also responsible for the development and<br />

implementation of the Manager’s system.<br />

52


12.9 Material Litigation<br />

As at LPD, the Manager is not engaged in any material litigation and<br />

arbitration, including those pending or threatened, and any facts likely to<br />

give rise to any proceedings which might materially affect the business/<br />

financial position of the Manager.<br />

12.10 Manager’s Delegate<br />

The Manager has obtained the approval from the SC for the appointment of<br />

HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> to carry out the fund valuation functions for<br />

the <strong>Fund</strong>. The Manager’s delegate has invested significantly into information<br />

technology to offer accounting and valuation services to its clients. Under<br />

the terms of the side agreement, the Manager’s delegate would keep the<br />

records of all transactions of the <strong>Fund</strong> and calculate the NAV per Unit of<br />

the <strong>Fund</strong> every Business Day. A brief description on the background of the<br />

Manager’s delegate is set out in Section 14 hereafter.<br />

13. THE INVESTMENT MANAGER<br />

13.1 Background<br />

The Manager has appointed <strong>Manulife</strong> Asset Management (<strong>Malaysia</strong>) Sdn.<br />

Bhd. as the Investment Manager to implement the investment strategy and<br />

manage the <strong>Fund</strong>.<br />

The Investment Manager was incorporated in <strong>Malaysia</strong> on 15 May 2008.<br />

The Investment Manager holds a Capital Markets Services Licence for fund<br />

management under the Act and operates under the brand name of MFC<br />

Global Investment Management ® (MFC GIM), the asset management<br />

division of <strong>Manulife</strong> Financial. As at 31 March 2009, MFC GIM’s total assets<br />

under management were more than US$220 billion.<br />

Currently, the Investment Manager manages the assets consisting of<br />

fixed income and equity of <strong>Manulife</strong> Holdings <strong>Berhad</strong> and its subsidiaries<br />

totalling RM2.27 billion as at 31 July 2009. The investment professionals<br />

at the Investment Manager form part of MFC GIM’s network of investment<br />

professionals around the world. They join a global team of more than 300<br />

managers, analysts and traders who together provide comprehensive asset<br />

management solutions for institutional investors, investment funds and<br />

individuals in key markets around the world.<br />

53


As at LPD, the shareholder of the Investment Manager is <strong>Manulife</strong> Holdings<br />

<strong>Berhad</strong> which is listed on the Bursa <strong>Malaysia</strong> with <strong>Manulife</strong> Financial<br />

Corporation as the substantial shareholder (45.76%).<br />

13.2 Board of Directors of the Investment Manager<br />

The Investment Manager has five (5) members on its Board of Directors<br />

including two (2) Independent Directors:<br />

Yeow Kok Kien (Chief Executive Officer) was appointed to the Board on<br />

26 May 2008. He holds a Bachelor of Science in Accounting (Honours)<br />

from Southern Illinois University, United States of America and a Masters of<br />

Business Administration from University of Illinois, United States of America.<br />

He has over 20 years of experience in the financial services sector out of<br />

which he has over 10 years of experience in fund management. As Chief<br />

Executive Officer, he is responsible for setting overall strategies for the<br />

business and for providing oversight for the front, middle and back office for<br />

the Investment Manager operations with invested assets consisting of local<br />

currency sovereign and corporate bonds/loans, equities and real estate.<br />

He holds a Capital Markets and Services Representative License issued by SC<br />

since 26 September 2008.<br />

Tan Sri Dato’ Mohd Sheriff Bin Mohd Kassim (Independent Director)<br />

was appointed to the Board on 26 May 2008. He holds a BA (Honours)<br />

Economics degree from University Malaya and a Diploma in Economic<br />

Development from Oxford University, United Kingdom. He also holds a MA<br />

Economics from Vanderbilt University, United States of America.<br />

Tan Sri Dato’ was the Managing Director of Khazanah Nasional <strong>Berhad</strong> and<br />

past Director of United Engineers (<strong>Malaysia</strong>) <strong>Berhad</strong> and former Chairman<br />

of UEM Land Sdn Bhd (formerly known as Renong <strong>Berhad</strong>). Prior to joining<br />

Khazanah Nasional <strong>Berhad</strong> as the Managing Director in 1994, he served as<br />

the Secretary General of Treasury, Ministry of Finance for 3 years.<br />

Tan Sri Dato’ sits on the Boards of <strong>Manulife</strong> Holdings <strong>Berhad</strong> (formerly<br />

known as <strong>Manulife</strong> <strong>Insurance</strong> (<strong>Malaysia</strong>) <strong>Berhad</strong>), <strong>Manulife</strong> <strong>Insurance</strong> <strong>Berhad</strong><br />

and the Manager as Independent Non-Executive Chairman. He is also the<br />

Non-Independent Non-Executive Chairman of PLUS Expressways <strong>Berhad</strong>,<br />

Chairman of the <strong>Malaysia</strong>n Institute of Economic Research, President of<br />

the <strong>Malaysia</strong>n Economic Association. He further serves as a Non-Executive<br />

Chairman of Projek Penyelenggaran Lebohraya <strong>Berhad</strong> and Projek Lebohraya<br />

Utara-Selatan <strong>Berhad</strong>, Scientex <strong>Berhad</strong>, Standard Chartered Bank <strong>Malaysia</strong><br />

<strong>Berhad</strong>, Standard Chartered Saadiq Bhd and Yayasan UEM.<br />

54


Datuk Ismail Bin Haji Ahmad (Independent Director) was appointed to<br />

the Board on 26 May 2008. He graduated from University Malaya with a<br />

Bachelor of Arts Degree (Honours) and later obtained his Masters Degree in<br />

Public Policy and Administration from the University of Wisconsin, United<br />

States of America. He had also attended the Senior Management Program<br />

conducted by the Harvard Business School.<br />

Prior to joining the private sector, he had served as an officer in the<br />

Administrative and Diplomatic Service <strong>Malaysia</strong> in the Prime Minister’s<br />

Department, Ministry of Home Affairs and the Ministry of Primary Industries.<br />

While in the Government service, he had served in senior positions as the<br />

Deputy Secretary General of the Ministry of Primary Industries and the Chief<br />

Executive Officer of the Commodities Trading Commission.<br />

After his retirement from the Civil Service, he had served as Chairman<br />

of Bank Muamalat <strong>Malaysia</strong> <strong>Berhad</strong> and Board member of Advanced<br />

Packaging Technology (M) <strong>Berhad</strong> and Tracoma Holdings <strong>Berhad</strong> and<br />

IPP Venture <strong>Berhad</strong>. Datuk also sits on the Boards of <strong>Manulife</strong> Holdings<br />

<strong>Berhad</strong> (formerly known as <strong>Manulife</strong> <strong>Insurance</strong> (<strong>Malaysia</strong>) <strong>Berhad</strong>), <strong>Manulife</strong><br />

<strong>Insurance</strong> <strong>Berhad</strong> and the Manager.<br />

Jillian Avis Kathryn Smith was appointed to the Board of the Investment<br />

Manager on 26 May 2008.<br />

She holds a BA (Honours) Sociology and Post Graduate Certificate of<br />

Education, both from University of Durham, United Kingdom. She joined<br />

MFC Global Investment Management (Asia) in Hong Kong as Vice President<br />

and Head of the ASEAN Territories in August 2007. As of 1 July 2009, Jill<br />

has relocated to Singapore to take up the position of Managing Director of<br />

<strong>Manulife</strong> Asset Management (Singapore) Pte Ltd and currently retains her<br />

duties as Head of ASEAN Territories.<br />

Jill has over thirty years experience in the investment management industry.<br />

She worked in London for fifteen years before moving to Asia in 1993.<br />

During her career, Jill has managed Asian and Japanese <strong>Equity</strong> unit trusts,<br />

pension funds and other institutional portfolios, has been Head of Marketing<br />

and Sales of Lazard Investors (London) and Managing Director of Lazard<br />

Investors (Singapore) and, Rothschild Asset Management (Singapore).<br />

Most recently she was Head of Operations for Western Asset Management<br />

(Singapore).<br />

Michael Chan Yui Lung (non-independent director) was appointed to the<br />

Board on 25 February 2009. He is a Fellow Member of the British Royal<br />

55


Chartered Institute of Management Accountants, Associate Member<br />

of Hong Kong Institute of Certified Public Accountants and a qualified<br />

member of the society of Registered Financial Planners, Hong Kong. Mr<br />

Chan has been a qualified member of the Life <strong>Insurance</strong> Management<br />

Research Association since 1997.<br />

Mr Chan joined <strong>Manulife</strong> International Ltd, Hong Kong in 2000 as Vice<br />

President, Group Life and Health. He was appointed as Vice President,<br />

Distribution in 2004, as Head of Sales Operation of 450 Corporate Brokers<br />

and 3,600 tie in-house agents. Prior to joining <strong>Manulife</strong> in 2000, Mr Chan<br />

served on the Boards of a number of insurance companies and as an<br />

Accounting Officer in Management Accounting Branch, Treasury for the<br />

Hong Kong Government.<br />

He is the Group Chief Executive Officer/Managing Director of <strong>Manulife</strong><br />

Holdings <strong>Berhad</strong> (formerly known as <strong>Manulife</strong> <strong>Insurance</strong> (<strong>Malaysia</strong>)<br />

<strong>Berhad</strong>) and Non-Executive Director of <strong>Manulife</strong> <strong>Insurance</strong> <strong>Berhad</strong> and the<br />

Manager.<br />

13.3 Key Personnel of the Investment Manager<br />

Yeow Kok Kien (profile as mentioned in Section 13.2)<br />

Ho Su-Ann (Head of Fixed Income) joined <strong>Manulife</strong> in 2005 and is responsible<br />

for managing <strong>Malaysia</strong>n based fixed income assets and overseeing the<br />

credit evaluation of all fixed income investments. She graduated from<br />

the University of Hertfordshire, United Kingdom with a BA (Honours) in<br />

Finance. She has over 6 years of working experience in the finance and<br />

investment industry. Prior to joining <strong>Manulife</strong>, she was attached to a locally<br />

incorporated foreign bank.<br />

She holds a Capital Markets and Services Representative License issued by<br />

the Securities Commission since 26 September 2008.<br />

Chua Seng Boon (Senior <strong>Equity</strong> Portfolio Manager) joined <strong>Manulife</strong> in<br />

July 2007 and is the Senior Portfolio Manager for both equity analysis<br />

and portfolio management. He is a Fellow member of the Association of<br />

Chartered Certified Accountants and has passed The Chartered Institute of<br />

Management Accountants examination. He has over 11 years of working<br />

experience in the finance and investment industry. Prior to joining <strong>Manulife</strong>,<br />

he worked for a number of reputable financial institutions as an investment<br />

analyst/portfolio manager for nine years. Prior to joining the investment<br />

industry, he was attached to an audit firm for two years.<br />

56


He holds a Capital Markets and Services Representative License issued by<br />

the Securities Commission since 26 September 2008.<br />

He is also the designated fund manager for this <strong>Fund</strong>.<br />

13.4 Roles, Duties and Functions of the Investment Manager<br />

The Investment Manager shall be responsible for the management of the<br />

<strong>Fund</strong> and subject to compliance with the investment parameters and any<br />

mandates, applicable laws, instructions or requirements communicated to<br />

the Investment Manager by the Manager from time to time. Managing the<br />

<strong>Fund</strong> will include, but not be limited to, investing and reinvesting in shares,<br />

stocks, debenture stocks, corporate and government bonds, certificates<br />

of deposits, debt securities and other securities. It will also include the<br />

depositing of monies in the bank pending such investments being made<br />

and the varying of investments from time to time<br />

In the event that any of the investment parameters or investment restrictions<br />

applicable to the <strong>Fund</strong> is breached, the Investment Manager shall promptly<br />

report to the Manager of the breaches and the steps taken as may be<br />

necessary to remedy such breach within a reasonable period of time.<br />

In addition, the Investment Manager shall report to the Manager on a<br />

monthly basis whether it has complied with all of the applicable laws and<br />

investment parameters, mandates, instructions or requirements (if any)<br />

communicated to the Investment Manager in writing by the Manager from<br />

time to time.<br />

In complying with applicable laws, amongst others, the Investment Manager<br />

shall maintain complete and accurate records relating to all portfolio<br />

transactions of the <strong>Fund</strong> and to comply with its business continuity policy.<br />

13.5 Material Litigation<br />

As at LPD, the Investment Manager is not engaged in any material litigation<br />

and arbitration, including those pending or threatened, and any facts likely<br />

to give rise to any proceedings which might materially affect the business/<br />

financial position of the Investment Manager.<br />

57


14. THE TRUSTEE<br />

14.1 Background Information<br />

The Trustee, HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> (Company No. 1281-T), a<br />

company incorporated in <strong>Malaysia</strong> since 1937 and registered as a trust<br />

company under the Trust Companies Act 1949, with its registered address<br />

at Suite 901, 9th Floor, Wisma Hamzah-Kwong Hing, No.1 Lebuh Ampang,<br />

50100 Kuala Lumpur. The Trustee is a member of the HSBC Holdings Plc.<br />

group of companies and forms part of the global network of trust companies<br />

within HSBC Holdings Plc.<br />

14.2 Financial Position<br />

The Trustee has a paid-up capital of RM500,000.00. As at 31 December<br />

2008, its shareholders’ funds totalled RM14.35 million and it achieved a<br />

profit before tax of RM10.47 million.<br />

The following is a summary of the past performance of the Trustee based on<br />

audited accounts for the last 3 years:<br />

Year Ended 31 December<br />

2006<br />

(RM)<br />

2007<br />

(RM)<br />

2008<br />

(RM)<br />

Paid-up Share Capital 500,000.00 500,000.00 500,000.00<br />

Shareholders’ <strong>Fund</strong>s 5,196,456.00 6,598,539.00 14,353,116.00<br />

Turnover 12,704,612.00 16,911,088.00 17,843,570.00<br />

Profit before Tax 6,167,355.00 9,164,852.00 10,470,535.00<br />

Profit after Tax 4,706,595.00 6,442,083.00 7,754,577.00<br />

14.3 Experiences in Trustee Business<br />

Since 1993, the Trustee has acquired experience in the administration of<br />

unit trusts and as at LPD is the Trustee for 188 unit trust funds (including 2<br />

Exchange Traded <strong>Fund</strong>s and 5 Wholesale <strong>Fund</strong>s).<br />

As at LPD, the Trustee has a workforce of 47 employees consisting of 33<br />

executives and 14 non-executives. A good number of the staff has been<br />

with the Trustee for many years. This element of continuity reflects an<br />

intrinsic characteristic of trust services. The Trustee also believes in building<br />

58


team and talents by recruiting new members with relevant experiences to<br />

replace the long serving retired colleagues.<br />

Each client’s account is under the supervision of a trust officer who is able<br />

to focus his personal attention on the administration of the account and<br />

reports directly to his manager.<br />

The Trustee also has a Compliance Section whose responsibilities is to ensure<br />

that the Trustee’s business is carried on in accordance with all relevant laws,<br />

codes, rules and standards of good market practice.<br />

14.4 Board of Directors<br />

Mr John William Addis<br />

Ms Lim Liang Hua<br />

Dato’ Ranita Mohd Hussein<br />

Ms Zainon Baba<br />

Mr Alastair E Murray<br />

Mr Tay Shik Heng<br />

Mr Tay Swee Gim (Alternate to Ms Lim Liang Hua)<br />

Ms Hew Su Chan (Alternate to Mr Tay Shik Heng)<br />

Ms Wong Su Kuin (Alternate to Mr Alastair E Murray)<br />

14.5 Profile of Key Personnel<br />

Ms Lim Liang Hua – Managing Director<br />

She joined HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> in April 2004 and brings with<br />

her over 20 years of legal advisory and problem solving skills in the banking<br />

and financial services industry. She holds a Bachelor of Economics and<br />

Bachelor of Laws (LLB) from Monash University, Australia. She was admitted<br />

to practice as a Barrister & Solicitor in Victoria, Australia in 1984 and was<br />

called to the <strong>Malaysia</strong>n Bar in 1985. She was in private practice for three<br />

years in the Klang Valley before joining the corporate sector, namely the<br />

banking and financial institutions industry. She was the Chief Legal Adviser<br />

and Company Secretary for the Phileo Allied Bank Group and the United<br />

Overseas Bank Group in <strong>Malaysia</strong>. Prior to her joining HSBC, she was Chief<br />

Executive Officer in an established trust company.<br />

Mr Yee Yit Seeng - Manager, Operations<br />

He joined HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> in July 1984. He holds a Diploma<br />

in Banking and Finance and is a Senior Associate of Institut Bank-Bank<br />

<strong>Malaysia</strong>. He has more than 22 years of experience in trust operations<br />

including client service, systems/projects & office administration, compliance,<br />

59


internal control & audit, and business development. He was also seconded<br />

to the HSBC Back-end Processing Office in Cyberjaya, <strong>Malaysia</strong> to support<br />

the global securities operations.<br />

Puan Maziah Yong – Head, Unit Trust<br />

She joined HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> in November 2007. She holds<br />

an Advanced Diploma In Law from Institut Teknologi MARA. Prior to her<br />

joining HSBC, she has more than 15 years working experience in trust<br />

administration, especially relating to unit trust schemes.<br />

Ms Lim Gim Lee – Head, <strong>Fund</strong> Administration<br />

She joined HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> in December 2008. She holds<br />

an Advanced Diploma in Business Administration - Institute of Business<br />

Administration and Management (IBAM). She was one of the pioneer staff<br />

in setting up two unit trust management companies and has more than 13<br />

years working experience in the unit trust industry.<br />

Ms Leong Li Yim – Head, Business Support<br />

She joined HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> in December 2007. She holds<br />

a Diploma in Banking and Finance of Institut Bank-Bank <strong>Malaysia</strong> and a<br />

Diploma in Business Management from The Association of Business<br />

Executives. She has more than 17 years experience in securities industry,<br />

including overseeing the settlement operations for foreign institutional<br />

clients, retail clients margin financing, systems implementation and being<br />

the liaison party with regulatory bodies, like Bursa <strong>Malaysia</strong>. Prior to her<br />

joining HSBC Trustee, she was Head of Settlement, HSBC Securities Services<br />

in <strong>Malaysia</strong>.<br />

Ms Lau Sook Yee – Head, Compliance<br />

She joined HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> in September 2005. She has<br />

more than 20 years experience in banking and treasury operations in both<br />

merchant and commercial banks.<br />

Ms Janice Chang Hui Ching – Head, Corporate Trust<br />

She joined HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> in November 2004. She holds a<br />

Bachelor of Business majoring in Economics & Finance from RMIT University,<br />

Australia. Prior to her joining HSBC, she has more than 7 years experience<br />

in Unit Trust Schemes and Corporate Bonds/Private Debt Securities in an<br />

established trust company.<br />

Mr Yap Fook Meng – Head, System & Administration<br />

He joined HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> in August 2007. He holds<br />

a Diploma in Banking and Finance and is a Senior Associate of Institut<br />

60


Bank-Bank <strong>Malaysia</strong>. He has more than 25 years experience in banking<br />

operations, including systems implementation and support with HSBC Bank<br />

<strong>Malaysia</strong> <strong>Berhad</strong>. Besides local banking experience, he had been seconded<br />

to other HSBC Group offices in United Kingdom and Brazil for systems<br />

implementation and support.<br />

Ms Juliet Soon Boon Leng – Head, Documentation<br />

She joined HSBC (<strong>Malaysia</strong>) Trustee <strong>Berhad</strong> in June 2008. She holds a<br />

Bachelor of Laws (LLB) from University of Glamorgan, Wales and was called<br />

to the <strong>Malaysia</strong>n Bar in 2001. She was in private practice for more than 3<br />

years, handling mostly banking and financial documentation. Prior to her<br />

joining HSBC, she was Manager, Legal & Documentation in an investment<br />

bank.<br />

14.6 Duties and Responsibilities of the Trustee<br />

The Trustee’s main functions are to act as trustee and custodian of the<br />

assets of the <strong>Fund</strong> and to safeguard the interests of Unit Holders of the<br />

<strong>Fund</strong>. In performing these functions, the Trustee has to exercise all due care<br />

and vigilance and is required to act in accordance with the provisions of the<br />

Deed, the Act and the Guidelines. Apart from being the legal owner of the<br />

<strong>Fund</strong>’s assets, the Trustee is also responsible for ensuring that the Manager<br />

performs its duties and obligations in accordance with the provisions of the<br />

Deed, the Act and the Guidelines.<br />

14.7 Retirement or Removal or Replacement of the Trustee<br />

The Trustee may retire upon giving twelve (12) months’ notice to the<br />

Manager of its desire to do so, or such shorter period as the Manager<br />

and the Trustee may agree, and may by Deed appoint in its stead or as an<br />

additional trustee a new trustee approved by the relevant authorities and<br />

under any relevant law.<br />

The Trustee may be removed and another trustee may be appointed by<br />

Special Resolution of the Unit Holders at a duly convened meeting of which<br />

notice has been given to the Unit Holders in accordance with the Deed.<br />

14.8 Power of Trustee to Remove, Retire or Replace the Manager<br />

The Manager may be removed by the Trustee on the grounds that the<br />

Manager:<br />

61


(a) the Manager has gone into liquidation, except for the purpose of<br />

amalgamation or reconstruction or some similar purpose; or has had a<br />

receiver appointed; or has ceased to carry on business; or is in breach<br />

of any of its obligations or duties under the Deed or the relevant laws;<br />

or has ceased to be eligible to be a management company under the<br />

relevant laws; or<br />

(b) the Manager has failed or neglected to carry out its duties to the<br />

satisfaction of the Trustee and the Trustee considers that it would be in<br />

the interests of Unit Holders for it to do so after the Trustee has given<br />

notice to it of that opinion and the reasons for that opinion, and has<br />

considered any representations made by the Manager in respect of that<br />

opinion, and after consultation with the relevant authorities and with<br />

the approval of the Unit Holders by way of a Special Resolution.<br />

In any of the above said grounds, the Manager shall upon receipt of a written<br />

notice from the Trustee ipso facto cease to be the management company of<br />

the <strong>Fund</strong>. The Trustee shall, at the same time, by writing appoint some other<br />

corporation approved by the relevant authorities to be the management<br />

company of the <strong>Fund</strong>; such corporation shall have entered into such deed or<br />

deeds as the Trustee may consider to be necessary or desirable to secure the<br />

due performance of its duties as management company for the <strong>Fund</strong>.<br />

14.9 Trustee’s Statement of Responsibility<br />

The Trustee has given its willingness to assume the position as Trustee of<br />

the <strong>Fund</strong> and all the obligations in accordance with the Deed, all relevant<br />

laws and rules of law.<br />

14.10 Trustee’s Disclosure of Material Litigation<br />

As at LPD, the Trustee is not engaged in any material litigation and<br />

arbitration, including those pending or threatened, and is not aware of any<br />

facts likely to give rise to any proceedings which might materially affect the<br />

business/financial position of the Trustee and any of its delegates.<br />

14.11 Trustee’s Delegates<br />

The Trustee has appointed The Hongkong and Shanghai Banking Corporation<br />

Ltd as custodian of the quoted and unquoted local investments of the<br />

<strong>Fund</strong>. The assets of the <strong>Fund</strong> are held through their nominee company,<br />

HSBC Nominees (Tempatan) Sdn Bhd. If and when the <strong>Fund</strong> should invest<br />

overseas, HSBC Institutional Trust Services (Asia) Limited will be appointed<br />

62


as the custodian of the foreign assets of the <strong>Fund</strong>. Both The Hongkong<br />

and Shanghai Banking Corporation Ltd and HSBC Institutional Trust<br />

Services (Asia) Limited are wholly owned subsidiaries of HSBC Holdings Plc,<br />

the holding company of the HSBC Group. The custodian’s comprehensive<br />

custody and clearing services cover traditional settlement processing<br />

and safekeeping as well as corporate related services including cash and<br />

security reporting, income collection and corporate events processing. All<br />

investments are automatically registered into the name of the <strong>Fund</strong>. The<br />

custodian acts only in accordance with instructions from the Trustee.<br />

Trustee’s Delegates<br />

i. The Hongkong And Shanghai Banking Corporation Limited (As<br />

Custodian) and assets held through HSBC Nominees (Tempatan) Sdn<br />

Bhd (Co. No. 258854-D)<br />

No. 2, Leboh Ampang<br />

50100 Kuala Lumpur<br />

Tel. No.: 03-2070 0744 Fax No.: 03-2072 9787<br />

ii.<br />

HSBC Institutional Trust Services (Asia) Limited<br />

6th Floor, Tower One<br />

HSBC Centre<br />

No. 1, Sham Mong Road<br />

Kowloon, Hong Kong<br />

Tel. No.: (852)2533 6333 Fax No.: (852)2869 6120<br />

63


15. RELATED PARTY TRANSACTIONS/CONFLICT OF<br />

INTEREST<br />

The Manager<br />

Save for the transactions as disclosed below, as at the LPD, the Manager is not<br />

aware of any existing or potential related-party-transactions involving the <strong>Fund</strong>, the<br />

Manager, promoters, vendors and/or persons connected to them:<br />

Name of Party<br />

involved in the<br />

transaction<br />

Nature of<br />

Transaction<br />

Name of<br />

Related Party<br />

Relationship<br />

<strong>Manulife</strong> Unit Trusts<br />

<strong>Berhad</strong><br />

Payment of<br />

management fees<br />

to <strong>Manulife</strong> Asset<br />

Management<br />

(<strong>Malaysia</strong>) Sdn.<br />

Bhd.<br />

<strong>Manulife</strong> Asset<br />

Management<br />

(<strong>Malaysia</strong>) Sdn.<br />

Bhd.<br />

Both <strong>Manulife</strong> Unit Trusts<br />

<strong>Berhad</strong> and <strong>Manulife</strong><br />

Asset Management<br />

(<strong>Malaysia</strong>) Sdn. Bhd. are<br />

wholly owned by <strong>Manulife</strong><br />

Holdings <strong>Berhad</strong><br />

It is the Manager’s policy that all transactions with any related parties are entered into<br />

in the normal course of business and have been established on terms and conditions<br />

that are not materially different from that obtainable in transactions with unrelated<br />

parties and dealings with the related parties are transacted at arm’s length basis.<br />

The Manager has in place policies and procedures to prevent and deal with any<br />

conflict of interest situations that may arise such as the regular disclosure of securities<br />

dealing by all employees, directors and members of the Investment Committee to<br />

the compliance unit for verification. In addition, there are adequate segregation<br />

of duties to ensure proper checks and balances are in place in the areas of fund<br />

management, sales administration and marketing. Policies and procedures are<br />

also in place to deal with any potential conflict of interest where members of the<br />

Investment Committee are also directors of other asset management companies.<br />

Where conflicts of interest arise, members of the Investment Committee will abstain<br />

from making a decision.<br />

Subject to any legal requirement, the Manager, or any related corporation of<br />

the Manager, or any officers or directors of any of them, may invest in the <strong>Fund</strong>.<br />

The directors of the Manager will receive no payments from the <strong>Fund</strong> other than<br />

distributions that they may receive as a result of investment in the <strong>Fund</strong>. No fees<br />

other than the ones set out in this Prospectus have been paid to any promoter of<br />

the <strong>Fund</strong> or the Manager for any purpose.<br />

The Manager has also internal policies which regulates its employees’ securities<br />

dealings.<br />

64


The Trustee<br />

The Trustee (or any person connected to the Trustee) may have an existing or<br />

proposed related party transaction involving or in connection with the <strong>Fund</strong> under<br />

the following circumstances:<br />

(a) where the <strong>Fund</strong> invests in instrument(s) offered by the HSBC Group (e.g.<br />

placement of monies, structured products, etc);<br />

(b) where the <strong>Fund</strong> is being distributed by the HSBC Group as IUTA;<br />

(c) where the assets of the <strong>Fund</strong> are being custodised by the HSBC Group both as<br />

sub-custodian and global custodian of the <strong>Fund</strong> (i.e. Trustee’s delegate); and<br />

(d) where the <strong>Fund</strong> obtains financing as permitted under the Guidelines, from the<br />

HSBC Group.<br />

To the best of the Trustee’s knowledge, none of the Trustee’s key personnel (or any<br />

person connected to them) have entered into (or are planning to enter into) any<br />

transaction involving, or in connection with, the <strong>Fund</strong>.<br />

The Trustee has in place policies and procedures to deal with any conflict of interest<br />

situations. The Trustee will not make improper use of its position as the owner of<br />

the <strong>Fund</strong>’s assets to gain, directly or indirectly, any advantage or cause detriment to<br />

the interests of Unit Holders. Any related party transaction is to be made on terms<br />

which are best available to the <strong>Fund</strong> and which are not less favourable to the <strong>Fund</strong><br />

than an arm’s length transaction between independent parties.<br />

16. STATEMENT OF CONSENT<br />

The Trustee, the Manager’s delegate (fund valuation function), the Investment<br />

Manager, the Auditors, the Banker and the Solicitors have given their consent to the<br />

inclusion of their names in the form and context in which such names appear in this<br />

Prospectus and have not withdrawn such consent prior to the lodgement of a copy<br />

of this Prospectus for registration.<br />

The Tax Adviser has given their consent to the inclusion of their names and the Tax<br />

Adviser’s letter on Taxation of the <strong>Fund</strong> and Unit Holders in the form and context in<br />

which it appears in this Prospectus and has not withdrawn such consent prior to the<br />

lodgement of a copy of this Prospectus for registration.<br />

65


17. TAXATION ADVISER’S LETTER ON TAXATION OF THE<br />

FUND AND UNIT HOLDERS<br />

(Prepared for inclusion in this Prospectus)<br />

PricewaterhouseCoopers Taxation Services Sdn Bhd<br />

Level 10, 1 Sentral, Jalan Travers<br />

Kuala Lumpur Sentral<br />

P.O. Box 10192<br />

50706 Kuala Lumpur<br />

The Board of Directors<br />

<strong>Manulife</strong> Unit Trusts <strong>Berhad</strong><br />

12th Floor, Menara <strong>Manulife</strong><br />

No. 6, Jalan Gelenggang<br />

Damansara Heights<br />

50490 Kuala Lumpur<br />

24 July 2009<br />

TAXATION OF THE FUND OFFERED UNDER THE MANULIFE MALAYSIA EQUITY<br />

FUND AND UNIT HOLDERS<br />

Dear Sirs,<br />

This letter has been prepared for inclusion in the Prospectus to be dated [22 October<br />

2009] in connection with the offer of units in the <strong>Manulife</strong> <strong>Malaysia</strong> <strong>Equity</strong> <strong>Fund</strong><br />

(“the <strong>Fund</strong>”).<br />

The taxation of income for both the <strong>Fund</strong> and the Unit Holders are subject to<br />

the provisions of the <strong>Malaysia</strong>n Income Tax Act 1967 (“the Act”). The applicable<br />

provisions are contained in Section 61 of the Act, which deals specifically with the<br />

taxation of <strong>Fund</strong> bodies in <strong>Malaysia</strong>.<br />

TAXATION OF THE FUND<br />

The <strong>Fund</strong> will be regarded as resident for <strong>Malaysia</strong>n tax purposes since the Trustees<br />

of the <strong>Fund</strong> are resident in <strong>Malaysia</strong>.<br />

66


The income of the <strong>Fund</strong> consisting of dividends, interest (other than interest which is<br />

exempt from tax) and other investment income derived from or accruing in <strong>Malaysia</strong>,<br />

after deducting tax allowable expenses, is liable to <strong>Malaysia</strong>n income tax at the rate<br />

of 25 per cent.<br />

Gains on disposal of investments by the <strong>Fund</strong> will not be subject to income tax.<br />

Tax Credit<br />

Dividends received by the <strong>Fund</strong> would have suffered tax deduction at source at 25<br />

per cent, unless specific exemptions apply e.g. pioneer dividends. No additional tax<br />

will be payable by the <strong>Fund</strong> on the dividends. However, such tax or part thereof will<br />

be refundable to the <strong>Fund</strong> if the total tax so deducted at source exceeds the tax<br />

liability of the <strong>Fund</strong>.<br />

With effect from 1 January 2008, <strong>Malaysia</strong> introduced the single tier system where<br />

dividends paid by companies would not be taxable in the hands of the recipient.<br />

Dividends received from companies that are under the single tier system would<br />

be exempted from tax and the expenses incurred on such dividends would be<br />

disregarded. There will no longer be any tax refunds for single tier dividends received.<br />

However, during the transitional period from 1 January 2008 to 31 December 2013,<br />

companies may still elect to maintain the imputation system where dividends paid<br />

are taxed at source and tax credits available to recipients.<br />

Exempt Income<br />

- Domestic Investments<br />

The <strong>Fund</strong> may receive <strong>Malaysia</strong>n dividends which are tax exempt. The exempt<br />

dividends may be received from investments in companies which had previously<br />

enjoyed or are currently enjoying the various tax incentives provided under the law.<br />

The <strong>Fund</strong> will not be taxable on such exempt income.<br />

With effect from 1 January 2008, dividends received from companies under the<br />

single-tier system would also be exempted.<br />

Interest or discount income derived from the following investments is exempt from<br />

tax: -<br />

(a) Securities or bonds issued or guaranteed by the Government;<br />

(b) Debentures, other than convertible loan stocks, approved by the Securities<br />

Commission; and<br />

67


(c) Bon Simpanan <strong>Malaysia</strong> issued by Bank Negara <strong>Malaysia</strong>.<br />

Interest income derived from the following investments are exempt from tax: -<br />

(a) Interest paid or credited by any bank or financial institution licensed under the<br />

Banking and Financial Institutions Act 1989 or the Islamic Banking Act 1983;<br />

and<br />

(b) Bonds, other than convertible loan stocks, paid or credited by any company<br />

listed in <strong>Malaysia</strong> Exchange of Securities Dealing and Automated Quotation<br />

<strong>Berhad</strong>.<br />

The interest income or discount exempted from tax at the <strong>Fund</strong> level will also be<br />

exempted from tax upon distribution to the Unit Holders.<br />

- Foreign Investments<br />

Income of the <strong>Fund</strong> in respect of overseas investment is exempt from <strong>Malaysia</strong>n<br />

tax by virtue of Paragraph 28 of Schedule 6 of the Act and distributions from such<br />

income will be tax exempt in the hands of the Unit Holders. Such income from<br />

foreign investments may be subject to foreign taxes or withholding taxes. However,<br />

any foreign tax suffered on the income in respect of overseas investment is not tax<br />

refundable to the <strong>Fund</strong>.<br />

Tax Allowable Expenses<br />

Expenses wholly and exclusively incurred in the production of gross income are<br />

allowable as deductions under Section 33(1) of the Act. In addition, Section 63B of<br />

the Act provides for tax deduction in respect of managers’ remuneration, expenses<br />

on maintenance of the register of Unit Holders, share registration expenses,<br />

secretarial, audit and accounting fees, telephone charges, printing and stationery<br />

costs and postages based on a formula subject to a minimum of 10 per cent and a<br />

maximum of 25 per cent of the expenses.<br />

Real Property Gains Tax<br />

With effect from 1 April 2007, any gains on disposal of real properties or shares in<br />

real property companies would not be subject to real property gains tax pursuant<br />

to the exemption granted under the Real Property Gains Tax (Exemption) (No. 2)<br />

Order 2007.<br />

68


TAXATION OF UNIT HOLDERS<br />

Unit Holders will be taxed on an amount equivalent to their share of the total taxable<br />

income of the <strong>Fund</strong> to the extent of the distributions received from the <strong>Fund</strong>. The<br />

income distribution from the <strong>Fund</strong> will carry a tax credit in respect of the tax paid<br />

by the <strong>Fund</strong>. Unit Holderss will be entitled to utilise the tax credit against the tax<br />

payable on the income distribution received by them. No additional withholding tax<br />

will be imposed on the income distribution from the <strong>Fund</strong>.<br />

Corporate Unit Holders, resident 1 and non-resident, will generally be liable to<br />

income tax at 25 per cent on distribution of income received from the <strong>Fund</strong>. The<br />

tax credits attributable to the distribution of income can be utilised against the tax<br />

liabilities of these Unit Holders.<br />

Individuals and other non-corporate Unit Holders who are tax resident in <strong>Malaysia</strong><br />

will be subject to income tax at graduated rates ranging from 1 per cent to 27 per<br />

cent. Individuals and other non-corporate Unit Holders who are not resident in<br />

<strong>Malaysia</strong> will be subject to income tax at 27 per cent. The tax credits attributable<br />

to the distribution of income can be utilised against the tax liabilities of these Unit<br />

Holders.<br />

Non-resident Unit Holders may also be subject to tax in their respective jurisdictions<br />

and depending on the provisions of the relevant tax legislation and any double<br />

tax treaty with <strong>Malaysia</strong>, the <strong>Malaysia</strong>n tax suffered may be creditable against any<br />

foreign tax.<br />

The distribution of exempt income and gains arising from the disposal of investments<br />

by the <strong>Fund</strong> will be exempted from tax in the hands of the Unit Holders.<br />

1<br />

Resident companies with paid up capital in respect of ordinary shares of RM2.5 million and below<br />

will pay tax at 20 per cent for the first RM500,000.00 of chargeable income with the balance taxed<br />

at 25 per cent.<br />

Under the Finance Act 2009, with effect from the Year of Assessment 2009, the above shall not<br />

apply if more than -<br />

(a)<br />

50 per cent of the paid up capital in respect of ordinary shares of the company is directly or<br />

indirectly owned by a related company;<br />

(b) 50 per cent of the paid up capital in respect of ordinary shares of the related company is<br />

directly or indirectly owned by the first mentioned company;<br />

(c)<br />

50 per cent of the paid up capital in respect of ordinary shares of the first mentioned company<br />

and the related company is directly or indirectly owned by another company.<br />

“Related company” means a company which has a paid up capital in respect of ordinary shares of more<br />

than RM2.5 million at the beginning of the basis period for a Year of Assessment.<br />

69


Any gains realised by Unit Holders (other than dealers in securities, insurance<br />

companies or financial institutions) on the sale or redemption of the units are<br />

treated as capital gains and will not be subject to income tax. This tax treatment will<br />

include gains in the form of cash or residual distribution in the event of the winding<br />

up of the <strong>Fund</strong>.<br />

Unit Holders electing to receive their income distribution by way of investment in the<br />

form of new units will be regarded as having purchased the new units out of their<br />

income distribution after tax.<br />

Unit splits distributed by the <strong>Fund</strong> are not taxable in the hands of Unit Holders.<br />

We hereby confirm that the statements made in this report correctly reflect our<br />

understanding of the tax position under current <strong>Malaysia</strong>n tax legislation. Our<br />

comments above are general in nature and cover taxation in the context of <strong>Malaysia</strong>n<br />

tax legislation only and do not cover foreign tax legislation. The comments do not<br />

represent specific tax advice to any investors and we recommend that investors<br />

obtain independent advice on the tax issues associated with their investments in<br />

the <strong>Fund</strong>.<br />

Yours faithfully,<br />

for and on behalf of<br />

PRICEWATERHOUSECOOPERS TAXATION SERVICES SDN BHD<br />

Khoo Chuan Keat<br />

Senior Executive Director<br />

PricewaterhouseCoopers Taxation Services Sdn Bhd have given their written consent<br />

to the inclusion of their report as Taxation Adviser in the form and context in which<br />

it appears in this Prospectus and have not withdrawn such consent prior to the<br />

delivery of a copy of this Prospectus for approval.<br />

70


18. DOCUMENTS AVAILABLE FOR INSPECTION<br />

Unit Holders may inspect without charge, at the registered offices of the Manager<br />

and the Trustee, for a period of not less than 12 months from the date of this<br />

Prospectus, the following documents or copies thereof, where applicable:<br />

(a) The Deed of the <strong>Fund</strong>.<br />

(b) Any material contract or document referred to in the Prospectus.<br />

(c) All reports, letters or other documents, valuations and statements by any expert,<br />

any part of which is extracted or referred to in the Prospectus.<br />

(d) Latest audited accounts of the Manager and the <strong>Fund</strong> for the current financial<br />

year (where applicable).<br />

(e) Any consent given by experts or persons whose statement appears in the<br />

Prospectus.<br />

71


19. UNIT TRUST LOAN FINANCING RISK DISCLOSURE<br />

STATEMENT<br />

Investing in a unit trust fund with borrowed money is more risky than investing with<br />

your own savings.<br />

You should assess if loan financing is suitable for you in light of your objectives,<br />

attitudes to risk and financial circumstances. You should be aware of the risks, which<br />

would include the following:<br />

(a) The higher the margin of financing (that is, the amount of money you borrow for<br />

every Ringgit of your own money that you put in as deposit or down payment)<br />

the greater the potential for losses as well as gains.<br />

(b) You should assess whether you have the ability to service the repayments on the<br />

proposed loan. If your loan is a variable rate loan, and if interest rates rise, your<br />

total repayment amount will be increased.<br />

(c) If unit prices fall beyond a certain level, you may be asked to provide additional<br />

acceptable collateral or pay additional amounts on top of your normal<br />

instalments. If you fail to comply within the time prescribed, your units may be<br />

sold to settle your loan.<br />

(d) Returns on unit trusts are not guaranteed and may not be earned evenly over<br />

time. This means that there may be some years where returns are high and other<br />

years where losses are experienced instead. Whether you eventually realise a<br />

gain or loss may be affected by the timing of the sale of your units. The value of<br />

units may fall just when you want your money back even though the investment<br />

may have done well in the past.<br />

The brief statement cannot disclose all the risks and other aspects of loan<br />

financing. You should therefore carefully study the terms and conditions<br />

before you decide to take the loan. If you are in doubts in respect of any of<br />

this risk disclosure statement or the terms of the loan financing, you should<br />

consult the institution offering the loan.<br />

72


ACKNOWLEDGEMENT OF RECEIPT OF RISK DISCLOSURE STATEMENT<br />

I acknowledge that I have received a copy of this Unit Trust Loan Financing Risk<br />

Disclosure Statement and understand its contents.<br />

Signature : ________________________________________________<br />

Full Name : ________________________________________________<br />

Date : ________________________________________________<br />

73


20. DIRECTORS’ DECLARATION<br />

The Prospectus of the <strong>Manulife</strong> <strong>Malaysia</strong> <strong>Equity</strong> <strong>Fund</strong> has been reviewed and<br />

approved by the directors of the Manager and they collectively and individually<br />

accept full responsibility for the accuracy of the information. Having made all<br />

reasonable inquiries, they confirm to the best of their knowledge and belief, there<br />

are no false or misleading statements, or omission of other facts which would make<br />

any statement in the Prospectus <strong>Manulife</strong> <strong>Malaysia</strong> <strong>Equity</strong> <strong>Fund</strong> false or misleading.<br />

Directors:<br />

Yap Suat Yen<br />

Tan Sri Dato’ Mohd Sheriff Bin<br />

Mohd Kassim<br />

Kevin Douglas McWhinney<br />

Datuk Ismail Bin Haji Ahmad<br />

Michael Chan Yui Lung<br />

74


21. DIRECTORY OF MANULIFE REGIONAL SUPPORT<br />

CENTRES<br />

REGIONAL<br />

SUPPORT<br />

CENTRE<br />

KUALA LUMPUR<br />

ADDRESS<br />

10th Floor, Menara <strong>Manulife</strong><br />

No. 6, Jalan Gelenggang<br />

Damansara Heights<br />

50490 KUALA LUMPUR<br />

TEL. NO.<br />

03 - 2719 9112<br />

PETALING JAYA Lot T101-T106, 3rd Floor, Centre Point<br />

No. 3, Leboh Bandar Utama<br />

Bandar Utama<br />

47800 Petaling Jaya<br />

SELANGOR<br />

03 - 7727 7772<br />

BUKIT<br />

MERTAJAM<br />

10th Floor, Wisma Summit<br />

No. 566, Jalan Arumugam Pillai<br />

14000 Bukit Mertajam<br />

PENANG<br />

04 - 539 4916<br />

04 - 538 4917<br />

IPOH 9th Floor, M&A Building<br />

No. 52A, Jalan Sultan Idris Shah<br />

30000 Ipoh<br />

PERAK<br />

05 - 254 2295<br />

JOHOR BAHRU 2nd Floor, Bangunan Ang<br />

No. 1, Jalan Jeram, Taman Tasek<br />

80200 JOHOR BAHRU<br />

JOHOR<br />

07 - 235 2549<br />

07 - 235 0775<br />

SIBU 3rd Floor, Grand Merdin<br />

No. 131, Kampung Nyabor Road<br />

96000 Sibu<br />

SARAWAK<br />

084 - 324 755<br />

084 - 333 976<br />

084 - 321 613<br />

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<strong>Manulife</strong> Unit Trusts <strong>Berhad</strong> (834424-U)<br />

13th Floor, Menara <strong>Manulife</strong>, 6, Jalan Gelenggang,<br />

Damansara Heights, 50490 Kuala Lumpur.<br />

Email: my_utservice@manulife.com<br />

Website: www.manulife.com.my<br />

Tel: 03-2719 9228<br />

Regional Support Centres:<br />

Kuala Lumpur Tel: 03 - 2719 9112<br />

Bukit Mertajam Tel: 04 - 5394916 / 04 - 5384917<br />

Ipoh Tel: 05 - 254 2295/96<br />

Petaling Jaya Tel: 03 - 7727 7618 / 772<br />

Johor Bahru Tel: 07 - 235 2549 / 0775<br />

Sibu Tel: 084 - 324 755 / 084 - 333 976

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