Manulife Malaysia Equity Fund - Manulife Insurance Berhad
Manulife Malaysia Equity Fund - Manulife Insurance Berhad
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 />
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15<br />
16<br />
16<br />
16<br />
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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