49
INFORMATION MEMORANDUM IN RESPECT OF THE KENANGA CASH FUND Manager: Kenanga Investors Berhad (353563-P) Trustee: CIMB Commerce Trustee Berhad (313031-A) (formerly known as BHLB Trustee Berhad) This Information Memorandum is dated 22 March 2013 Investors are advised to read and understand the contents of this Information Memorandum. If in doubt, please consult a professional adviser.

INFORMATION MEMORANDUM IN RESPECT OF THE KENANGA …

  • Upload
    others

  • View
    2

  • Download
    0

Embed Size (px)

Citation preview

INFORMATION MEMORANDUM

IN RESPECT OF THE

KENANGA CASH FUND

Manager: Kenanga Investors Berhad (353563-P)

Trustee: CIMB Commerce Trustee Berhad (313031-A) (formerly known as BHLB Trustee Berhad)

This Information Memorandum is dated 22 March 2013

Investors are advised to read and understand the contents of this Information Memorandum. If in doubt, please consult a professional adviser.

i

TABLE OF CONTENTS

Page No.

RESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAI MER IV

CORPORATE DIRECTORY V

DEFINITION 1

CHAPTER 1: KEY DATA 5

CHAPTER 2: RISK FACTORS 9

CHAPTER 3: FUND INFORMATION 11

3.1 Investment Objective 11

3.2 Investment Policy and Strategy 11

3.3 Asset Allocation 11

3.4 Benchmark 11

3.5 Risk Management 12

3.6 Permitted Investments 12

3.7 Investment Restrictions and Limits 12

3.8 Income Distribution and Distribution Options 13

3.9 Valuation of the Assets of the Fund 13

CHAPTER 4: FEES, CHARGES AND EXPENSES 14

4.1 Sales Charge 14

4.2 Redemption Charge 14

4.3 Switching Fee 14

4.4 Management Fee 14

4.5 Trustee Fee 14

4.6 Other Expenses Directly Related to the Fund 14

4.7 Reduction / Waiver of Fees 15

ii

CHAPTER 5: TRANSACTION INFORMATION 16

5.1 Pricing Policy 16

5.2 Valuation Point of the Fund 16

5.3 Illustration on the computation of NAV and how the Management Fee and Trustee Fee are calculated 16

5.4 Subscription of Units 16

5.5 Redemption of Units 17

5.6 Switching of Units 17

5.7 Periodic Reporting to Unit Holders 18

CHAPTER 6: MANAGEMENT COMPANY 19

6.1 The Manager 19

6.2 Functions of the Manager 19

6.3 Financial Position of the Manager 19

6.4 Board of Directors 20

6.5 The Investment Committee 22

6.6 The Management Team 22

6.7 The Investment Teams 24

6.8 Material Litigation 26

6.9 Conflict of Interest 26

6.10 Retirement and Removal of Manager 27

CHAPTER 7: TRUSTEE 28

7.1 Background of the Trustee 28

7.2 Financial position of the Trustee 28

7.3 Experience in Trustee Business 28

7.4 The Board of Directors 29

7.5 Key Personnel of the Trustee 29

7.6 Trustee’s Declaration 29

7.7 Duties and responsibilities of the Trustee 30

7.8 Trustee’s Statement of Responsibility 30

7.9 Trustee’s Delegate 30

iii

7.10 Material Litigation & Arbitration 30

7.11 Retirement and Removal of the Trustee 31

CHAPTER 8: RIGHTS AND LIABILITIES OF UNIT HOLDERS 3 2

8.1 Unit Holders’ Rights 32

8.2 Unit Holders’ Liabilities 32

CHAPTER 9: POWER TO CALL FOR UNIT HOLDERS’ MEETINGS 33

9.1 Meetings Directed by the Unit Holders 33

9.2 Meetings Summoned by the Trustee 33

9.3 Meetings Summoned by the Manager 33

9.4 Provisions Governing Unit Holders’ Meetings 33

9.5 Termination of the Fund 35

CHAPTER 10: OTHER INFORMATION 37

10.1 Unclaimed Moneys Policy 37

10.2 Anti Money Laundering Policy 37

10.3 Regulatory Approval 37

10.4 No Guarantee 37

10.5 Enquiries 38

iv

RESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAIMER

This Information Memorandum has been seen and approved by the directors of Kenanga Investors Berhad and they collectively and individually accept full responsibility for the accuracy of all information contained herein and confirm, having made all enquiries which are reasonable in the circumstances, that to the best of their knowledge and belief, there are no other facts omitted which would make any statement herein misleading. The Securities Commission Malaysia has approved the issue, offer or invitation in respect of the Kenanga Cash Fund, the subject of this Information Memorandum, and the approval shall not be taken to indicate that the Securities Commission Malaysia recommends the investment. The Securities Commission Malaysia will not be liable for any non-disclosure on the part of Kenanga Investors Berhad and takes no responsibility for the contents of the Information Memorandum, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon the whole or any part of the content of this Information Memorandum.

v

CORPORATE DIRECTORY

Manager Name: Kenanga Investors Berhad (353563-P)

Registered Office: 8th Floor, Kenanga International Jalan Sultan Ismail 50250 Kuala Lumpur

Business Address: Suite 12.02, 12th Floor Kenanga International Jalan Sultan Ismail 50250 Kuala Lumpur

Telephone number: 03-2057 3688

Facsimile number: 03-2161 8807 / 03-2713 5868

Customer Service Hotline:

1-800-88-3737

Email Address: [email protected]

Website: www.kenangainvestors.com.my Board of Directors Datuk Syed Ahmad Alwee Alsree (Chairman) Syed Zafilen Syed Alwee (Independent Director) YM Raja Dato’ Seri Abdul Aziz bin Raja Salim (Independent Director) Vivek Sharma (Independent Director) Bruce Kho Yaw Huat Abdul Razak bin Ahmad Peter John Rayner Investment Committee Bruce Kho Yaw Huat (Chairman) Syed Zafilen Syed Alwee (Independent Member) Vivek Sharma (Independent Member) Abdul Razak bin Ahmad Peter John Rayner Company Secretar y Name: Norliza Abd Samad (MAICSA 7011089)

Business Address: 9th Floor, Kenanga International Jalan Sultan Ismail 50250 Kuala Lumpur.

Telephone number: 03-2164 9080

Facsimile number: 03-2161 4990

vi

Trustee Name: CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee

Berhad) (313031-A)

Registered Office:

5th Floor, Bangunan CIMB Jalan Semantan, Damansara Heights 50490 Kuala Lumpur Malaysia

Business Address: Level 7, Wisma Amanah Raya Berhad Jalan Semantan, Damansara Heights 50490 Kuala Lumpur Malaysia

Telephone number: 03-2084 8888

Facsimile number: 03-2095 5473 Trustee’s Delegate (Custodian Functions) Name: CIMB Group Nominees (Tempatan) Sdn Bhd (274740-T)

Registered Office: 5th Floor, Bangunan CIMB Jalan Semantan, Damansara Heights 50490 Kuala Lumpur

Business Address Level 7 ,Wisma Amanah Raya Berhad Jalan Semantan, Damansara Heights 50490 Kuala Lumpur

Telephone number: 03-2084 8888

Facsimile number: 03-2093 3720 Auditors for the Fund Name: Ernst & Young

Address: Level 23A, Menara Milenium Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur

Telephone number: 03-7495 8000

Facsimile number: 03-7495 7908 Tax Advisers for the Fund Name: Ernst & Young Tax Consultants Sdn Bhd (179793-K)

Address: Level 23A, Menara Milenium Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur

Telephone number: 03-7495 8000

Facsimile number: 03-2095 5332 Solicitors Name: Raja, Darryl & Loh

Address: 18th Floor, Wisma Sime Darby Jalan Raja Laut 50350 Kuala Lumpur

Telephone number: 03-2694 9999

Facsimile number: 03-2698 4759

1

DEFINITION

the Act or CMSA The Capital Markets and Services Act 2007.

BAFIA

The Banking and Financial Institutions Act 1989.

Business Day A day on which banks in Kuala Lumpur are open for normal business.

BNM Bank Negara Malaysia.

Cash Produce In respect of any particular period, means all income and capital of the Fund for that period and includes all cash received by the Trustee in the form of: (a) dividends, bonuses and interests; (b) fees or charges charged by the Fund; (c) the proceeds of sale of rights and other cash received

pursuant to Clause 8.1.6 of the Deed; and paragraph (b) of Clause 8.1.3 of the Deed;

(d) any profit from the sale of the assets of the Fund; and (e) any other sum having the nature of capital or income

which the Manager and Trustee, having consulted the auditor of the Fund, deem to be Cash Produce.

Deed The deed entered into between the Manager and the

Trustee dated 16 August 2012 in respect of the Fund.

development financial institution

Means a development financial institution prescribed by and regulated under the Development Financial Institutions Act 2002.

Financial Year End 31st October.

financial institution Means any of the following:

(i) a licensed bank; (ii) a licensed investment bank; (iii) an Islamic bank; (iv) a development financial institution; or (v) a scheduled institution.

the Fund The Kenanga Cash Fund, a wholesale fund issued pursuant

to the Guidelines.

Guidelines The Guidelines on Wholesale Funds issued by the Securities Commission.

2

Information Memorandum This document, and includes any supplementary or replacement Information Memorandums.

Initial Offer Peri od

A period when the Manager invites potential Investors to participate in the Fund by subscribing for Units in the Fund, during this period, Units are created, cancelled, sold and repurchased at the Offer Price.

Islamic bank Means a financial institution licensed or deemed to be licensed under the Islamic Banking Act 1983.

licensed bank Means a bank, including a banking and finance company, licensed or deemed to be licensed pursuant to the BAFIA.

licensed investment bank Means an investment bank licensed or deemed to be licensed pursuant to the BAFIA.

MARC Malaysian Rating Corporation Berhad.

Manager / Management Company / KIB

Kenanga Investors Berhad (353563-P).

Management Fee A percentage of the NAV of the Fund that is paid to the Manager for managing the Fund.

medium -term A period of between 1 to 2 years.

Net Asset Value or NAV

The NAV of the Fund is determined by deducting the value of all the Fund’s liabilities from the value of all the Fund’s assets, at the valuation point. For the purpose of computing the annual management fee and annual trustee fee, the NAV of the Fund should be inclusive of the management fee and the trustee fee for the relevant day.

NAV per Unit Is the Net Asset Value of the Fund at a particular valuation point divided by the number of Units in circulation at that same valuation point.

Offer Price means the price payable by an applicant for a Unit during the Initial Offer Period.

Qualified Investors Refers to:- 1. an individual whose total net personal assets exceed

RM3 million or its equivalent in foreign currencies; 2. a corporation with total net assets exceeding RM10

million or its equivalent in foreign currencies based on the corporation’s audited accounts for its most recent financial year;

3. a unit trust scheme or prescribed investment scheme as defined under Section 2 of the CMSA;

4. a company registered as a trust company under the Trust Companies Act 1949 which has discretion in the investment of trust assets of a trust with total net assets exceeding RM10 million or its equivalent in foreign

3

currencies; 5. a corporation that is a public company under the

Companies Act 1965 or under the laws of any other country, which has been allowed by the SC to be a trustee for the purposes of the CMSA and has discretion in the investment of trust assets of a trust with total net assets exceeding RM10 million or its equivalent in foreign currencies;

6. a pension fund approved by the Director General of Inland Revenue under section 150 of the Income Tax Act 1967;

7. a holder of a Capital Markets Services License carrying on the business of dealing in securities;

8. any other fund manager who holds a Capital Markets Services License for the regulated activity of fund management as defined under the Capital Markets and Services Act 2007;

9. a person who acquires securities pursuant to an offer, as principal, if the aggregate consideration for the acquisition is not less than RM250,000 or its equivalent in foreign currencies for each acquisition;

10. a licensed institution as defined under the BAFIA; 11. an Islamic bank as defined under the Islamic Banking

Act 1983; and 12. an insurance company licensed under the Insurance Act

1996.

RAM RAM Rating Services Berhad.

RM or Ringgit Malaysia The lawful currency of Malaysia.

relevant laws Means laws, rules, regulations, guidelines, directives, circulars, guidance notes and investment management standards passed or issued by any relevant authority relating to or connected with the fund management industry in Malaysia.

scheduled institution Means a corporation or any other organisation which carries on building credit business, development finance business, factoring business or leasing business but does not include a co-operative society, a statutory body, a local authority, a licensed bank, a licensed finance company, or a licensed merchant bank carrying on the aforesaid businesses.

Securities Commission or SC

The Securities Commission of Malaysia established under the Securities Commission Act 1993.

short -term A period of less than 1 year.

Special Resolution Means a resolution passed at a meeting of Unit Holders duly convened in accordance with the Deed and carried by a majority in number representing at least three-fourths of the value of the Units held by the Unit Holders voting at the meeting in person or by proxy.

4

Trustee

CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee Berhad) (313031-A)

Trustee Fee A percentage of the NAV of the Fund that is paid to the Trustee for acting as the trustee for the Fund.

Unit Is an undivided share in the beneficial interest and/or right in the Fund and a measurement of the interest and/or right of a Unit Holder in the Fund and means a Unit of the Fund.

Unit Holder / Investors The Qualified Investors for the time being registered as the holder of Units in the Fund.

General Words and Expressions In this Information Memorandum, unless otherwise stated, monetary amounts are expressed exclusive of government and statutory taxes (if any). Any law, subsidiary legislation, guideline or regulation shall include any amendment, modification, extension or re-enactment thereof.

5

CHAPTER 1: KEY DATA This section contains a summary of the salient information about the Fund. Information about the Fund Name Kenanga Cash Fund

Fund Type Income

Fund Category Money Market

Investment Objective

The Fund seeks to provide Investors with regular income stream while maintaining capital stability. Note: Unless otherwise indicated by Unit Holders, any distributions will be automatically reinvested as additional Units.

Investment Policy and Strategy

The Fund seeks to achieve its objective by investing in deposits and money market instruments. The investment strategy will involve actively managing the maturities of each investment to the extent possible to enhance the returns of the Fund. The Fund will also be actively managed to meet potential liquidity requirements of the Fund.

Asset Allocation

The Fund’s portfolio will be structured as follows: • up to 100% of the NAV will be placed in deposits and money

market instruments, with at least 70% of the NAV placed in deposits and/or money market instruments that have a remaining maturity of 365 days or less.

Principal Risks

− Interest Rate Risk − Liquidity Risk − Credit /Default Risk

Benchmar k

Maybank Overnight Repo Rate. Source: www.maybank2u.com Investors should be aware that investing in the Fund is not the same as placement of moneys in deposits. The capital and returns of the Fund are not guaranteed and there are risks involved. Hence, the risk profile of the Fund does not reflect that of a deposit. The Fund has a higher risk profile than a deposit.

Investors’ Profile

The Fund is suitable for Investors who:- − seek to invest in a money market fund; − seek regular income with capital stability;

6

− have low risk tolerance; and − prefer a short to medium-term investment horizon.

Financial Year End

The period of twelve (12) months ending on the 31st day of October of every calendar year, for the avoidance of doubt, the first financial year shall commence on the date of this Information Memorandum.

Approved Fund Size

500,000,000 Units.

Price per Unit during the Initial Offer Period

RM1.00.

Initial Offer Period The Initial Offer Period is for the period of twenty one (21) days from the date of this Information Memorandum.

Commencement Date

The Fund will commence on the Business Day after the end of the Initial Offer Period.

Transaction Information Minimum Initial Investment

RM50,000 or such other amount as the Manager may prescribe from time to time.

Minimum Additional Investment

RM10,000 or such other amount as the Manager may prescribe from time to time.

Minimum Redemption Amount

10,000 Units or such other amount as the Manager may prescribe from time to time.

Conditions for Redemption

Unit Holders may redeem their investments in the Fund on any Business Day by completing the prescribed redemption request form or such other manner as the Manager may accept and returning it to the Manager on any Business Day; the redemption request form is available at the office of the Manager. All such requests must be received by us before 11 a.m. on any Business Day. Any requests received after 11 a.m. will be treated as having been received the following Business Day. Redemption proceeds are based on the NAV per Unit of the Fund at the close of a Business Day on the day the redemption request form is received by the Manager. Redemption proceeds will be paid to Unit Holders on the next Business Day upon receipt of the redemption request form.

Transfer Facility

Transfer facility is not available for this Fund.

Switching Facility

Switching of Units is allowed at the discretion of the Manager and is subject to such terms and conditions as the Manager may impose.

7

Kindly refer to Section 5.6 for further details on switching transactions.

Fees and Charges Fees and Charges directly incurred by Unit Holders Sales Charge

None.

Redemption Charge

None.

Switching Fee None.

Fees and Expenses indirectly incurred by Unit Holders Management Fee

0.30% per annum of the NAV of the Fund. The Management Fee is calculated on a daily basis and payable monthly. Note: The Manager may in its own discretion, from time to time, charge an annual management fee that is lower than that stated above.

Trustee Fee

0.02% per annum of the NAV of the Fund. The Trustee Fee is calculated daily and payable monthly.

Other Expenses

Only expenses directly incurred by the Fund will be charged to the Fund. These expenses relate primarily to the administration of the Fund. These expenses include auditor’s fees and other relevant professional fees, foreign custodial charges (if applicable), cost of distribution of quarterly/annual reports, tax certificates, reinvestment statements and other notices to Unit Holders. Other fees/ expenses directly related to the Fund, such as commissions paid to brokers and taxes, are also paid out of the Fund.

Other Information Reports Unit Holders will receive the following statements and reports in a

financial year: − Confirmation of Investment Statements showing details of the

Units purchased and the application prices at which the Units were purchased;

− Monthly Statements of Account showing the balance of Investors’ investments and all transactions made during the month, distribution details and investment value based on the NAV per Unit of the Fund as at the last trading day of that month;

− Quarterly Reports and Annual Report which provides an account of the Fund including a detailed overview of the Fund, investment strategies, performances, portfolio holdings and account of the Fund; and

− If distribution of returns is declared by the Fund, Unit Holders will receive a Statement of Distribution of Returns and tax

8

statement/voucher for submission to the Inland Revenue Board of Malaysia.

Distribution Policy Subject to the availability of income, distribution of income will be done on a weekly basis.

Distribution Options The following distribution options are available for the Fund. Unit Holders may specify their distribution preferences:- - Pay-out Option: Distribution proceeds paid directly to Unit

Holders; or - Reinvestment Option: Unit Holders may opt for distribution

proceeds to be reinvested as additional Units of the Fund at NAV per Unit on the Business Day following the distribution declaration date.

If Unit Holders do not indicate their preferred distribution option, any distributions will be automatically reinvested as additional Units of the Fund at the NAV per Unit on the Business Day following the distribution declaration date. For Unit Holders who select the pay-out option, the Manager shall endeavour to pay all distribution proceeds in cash or cheque in Ringgit Malaysia within 5 Business Days from the distribution declaration date and in any event, the income distribution shall be made no later than 14 Business Days from the distribution declaration date, unless the distribution proceeds is less than RM50.00. In such circumstances, the distribution proceeds will be automatically reinvested as additional Units of the Fund at the NAV per Unit on the Business Day following the distribution declaration date.

INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE INFORMATION MEMORANDUM BEFORE SUBSCRIBING TO THE FUND. IF IN DOUBT, PLEASE SEEK PROFESSIONAL ADVICE.

9

CHAPTER 2: RISK FACTORS

The Manager encourages investors to give careful consideration to the risks associated when investing in the Fund. If in doubt, investors should seek independent financial and taxation advice before investing in the Fund. Below are some of the general risks which investors should be aware of when investing in the Fund.

− Market risk – Market risk arises because of factors that affect the entire market place. Factors such as economic growth, political stability and social environment are some examples of conditions that have an impact on businesses, whether positive or negative. The Fund will be exposed to market uncertainties due to the factors stated above and this in turn will affect the value of the investments either in a positive or negative way.

− Fund management risk – Investors rely on the experience and expertise of the fund

management team of the Manager to make investment decisions for the Fund. A failure on the part of the fund management team to display the requisite experience and expertise expected of them in making such decisions may jeopardize the Fund’s performance and returns.

− Performance risk – The performance of the Fund depends on the investments of

the Fund. If there is a default, there will be a negative impact on the performance of the Fund. The performance of the Fund may also be affected if the allocation of assets is not properly done. This is where the experience and expertise of the fund managers are important as highlighted in the fund management risk write-up above. In view of the aforesaid, there is never a guarantee that investing in the Fund will produce the desired investment returns or the distribution of income.

− Inflation risk – Inflation rate risk is the risk of potential loss in the purchasing power

of investment due to a general increase of consumer prices. Inflation erodes the nominal rate of return giving a lower real rate of return. Investors are advised to take note that the Fund is not designed with the objective of matching the inflation rate of Malaysia.

− Risk of non-compliance – The Fund has been established in accordance with the provisions of the Deed and the Guidelines. There is a risk that the Manager may not observe the rules whether intentionally or inadvertently. Whilst non-compliance with the rules governing the Fund will not necessarily result in losses to the Fund, Investors cannot discount the risk that losses may be suffered by the Fund if the non-compliance with the rules is sufficiently serious and may affect the value of the Fund. This may occur, for instance, if the Manager decides to buy an instrument which is not permitted, whether intentionally or inadvertently, and thereafter having to sell that instrument at a loss to the Fund.

− Operational risk – This risk refers to the possibility of a breakdown in the Manager’s internal controls and policies. The breakdown may be a result of human error (for instance the keying of wrong details), system failure (causing unnecessary downtime) or even fraud (where employees of the Manager colludes with one another). This risk may cause monetary loss to the Fund and/or inconvenience to

10

investors. The Manager will regularly review its internal policies and system capability to minimize the occurrence of this risk. Additionally the Manager maintains a strict segregation of duties to minimize occurrence of fraudulent practices amongst employees of the Manager.

The specific risks affecting investments in this Fund may include but are not limited to:

− Interest Rate risk – The risk refers to how the changes in the interest rate environment would affect the performance of the money market portfolio. In the event of a decreasing interest rate environment, banks may offer deposits with lower interest rates, effectively reducing the potential returns of future deposits which in turn will reduce the potential returns of a money market portfolio.

− Liquidity risk – This risk refers to the possibility that the investments of the Fund

cannot be readily sold or converted into cash without incurring significant loss in value. For example, disposing a relatively illiquid instrument may result in a disadvantage to the Fund as there may not be a buyer, or sufficient buyers, available for the said instrument. This lack of demand or low trading volume may cause the value of the Fund to drop. This risk is mitigated through a diversified asset allocation in terms of the type of instruments and the tenure of the investment instruments, which include deposits and money market placements.

− Credit/Default risk – This risk refers to the possibility that a financial institution

issuer of instruments will not be able to meet the scheduled interest and/or principal repayments. This may lead to a reduction in the value of the Fund due to income and/or capital losses. In general, this risk can be mitigated by investing in instruments that are issued by financial institutions and the instruments carry credit ratings that are at least of A3/P2 by RAM or its equivalent by MARC or any other recognised local rating agencies. In the absence of a credit rating for the instrument, the Manager would use the credit rating of the financial institution issuing the instrument.

11

CHAPTER 3: FUND INFORMATION

3.1 Investment Objective The Fund seeks to provide Investors with regular income stream while maintaining capital stability. Any material changes to the investment objective of the Fund would require the approval of Unit Holders. Note: Unless otherwise indicated by Unit Holders, any distributions will be automatically reinvested as additional Units.

3.2 Investment Policy and Strategy The Fund seeks to achieve its objective by investing in deposits and money market instruments. The investment strategy will involve actively managing the maturities of each investment to the extent possible to enhance the returns of the Fund. The Fund will also be actively managed to meet potential liquidity requirements of the Fund.

3.3 Asset Allocation In seeking to achieve the Fund’s investment objective, the Fund’s portfolio will be structured as follows:

• The Fund will invest up to 100% of the Fund’s NAV in deposits and money market instruments, with at least 70% of the NAV placed in deposits and/or money market instruments that have a remaining maturity of 365 days or less.

The above asset allocation is only indicative and will be reviewed from time to time at the discretion of the Manager as to the general market and economic conditions. Specific risks associated with such investments are elaborated in Chapter 2, Risk Factors above.

3.4 Benchmark Maybank Overnight Repo Rate. Source: www.maybank2u.com Investors should be aware that investing in the Fund is not the same as placement of moneys in deposits. The capital and returns of the Fund are not guaranteed and there are risks involved. Hence, the risk profile of the Fund does not reflect that of a deposit. The Fund has a higher risk profile than a deposit.

12

3.5 Risk Management The risk management strategy of the Fund entails active management of the tenures (maturities) of the investments in deposits and money market instruments issued by financial institutions as well as setting limits on the credit quality (credit rating of A3/P2 or above by RAM or its equivalent by MARC or any other recognized local credit rating agencies) of the investments in the portfolio. In the event that a credit rating for the instrument is not available, the Manager would use the credit rating of the financial institution issuing the instrument.

3.6 Permitted Investments

Unless otherwise prohibited by the relevant authorities or any relevant law and provided always that there are no inconsistencies with the objective of the Fund, the Fund may invest in the following:

1. Placements of deposits with financial institutions;

2. Money market instruments issued by financial institutions, such as banker’s acceptance or negotiable instruments of deposits, where the instruments carry a minimum credit rating of A3/P2 by RAM or an equivalent credit rating by MARC or any other recognized local rating agencies. In the absence of a credit rating for the instrument, the Manager would use the credit rating of the financial institution issuing the instrument; or

3. Any other investment instruments as may be agreed upon between the Manager and the Trustee from time to time.

3.7 Investment Restrictions and Limits The permitted investments of the Fund as stated in Section 3.6 above are subject to the following restrictions:- a) The value of the Fund’s holding of permitted investments with a maturity date of no more

than 365 days must not be less than 70% of the Fund’s total NAV; and b) The value of the Fund’s holding of all permitted investments with a remaining tenure of

more than 365 days but less than 732 days must not exceed 30% of the Fund’s total NAV.

The above stated limits and restrictions shall be complied with at all times based on the most up-to-date value of the Fund’s investments and instruments. However, a 5% allowance in excess of any limits or restrictions may be permitted where the limit or restriction is breached through the appreciation or depreciation in the NAV of the Fund (as a result of an appreciation or depreciation in value of investments or as a result of the purchase of units or payment made from the Fund). Once the relevant limit is breached, no further acquisitions of the particular securities involved shall be made and the Manager should, within a reasonable period of not more than three (3) months from the date of the breach take all necessary steps and actions to rectify the breach. The above restrictions and limits are not applicable to securities or instruments issued or guaranteed by the Malaysian government or Bank Negara Malaysia.

13

3.8 Income Distribution and Distribution Options Subject to the availability of income, distribution of income will be done on a weekly basis. It should be noted that the actual distribution of income and the frequency of distribution as indicated here are provisional and will depend on the availability of distributable surplus (after deducting expenses incurred by the Fund i.e., Management Fee, Trustee Fee and any other fund expenses). The following distribution options are available for the Fund. Unit Holders may specify their distribution preferences: 1. Pay-out Option: Distribution proceeds paid directly to Unit Holders; or 2. Reinvestment Option: Unit Holders may opt for distribution proceeds to be reinvested as

additional Units of the Fund at the NAV per Unit on the Business Day following the distribution declaration date.

If Unit Holders do not indicate their preferred distribution option, any distributions will be automatically reinvested as additional Units of the Fund at the NAV per Unit on the Business Day following the distribution declaration date. For Unit Holders who select the pay-out option, the Manager shall endeavour to pay all distribution proceeds in cash or cheque in Ringgit Malaysia within 5 Business Days from the distribution declaration date and in any event, the pay-out shall be made no later than 14 Business Days from the distribution declaration date, unless the distribution proceeds is less than RM50.00. In such circumstances, the distribution proceeds will be automatically reinvested as additional Units of the Fund at the NAV per Unit on the Business Day following the distribution declaration date. If distribution cheque(s) remain unclaimed for 6 months, the amount will be reinvested into the Fund based on the prevailing NAV per Unit of the Fund.

3.9 Valuation of the Assets of the Fund

The Fund will be valued daily at the end of every Business Day. The Manager shall at all times value the assets of the Fund in accordance with the following bases of valuation. Accordingly: 1. Deposits placed with financial institutions will be valued with reference to the principal

value of such investments and interest accrued thereon for the relevant period. 2. Money market instruments such as banker’s acceptance and negotiable instruments of

deposits will be valued on a daily basis by reference to the principal value of such investments and interest accrued thereon for the relevant period.

3. The valuation basis for any other forms of investment will be based on a methodology

agreed between the Manager and the Trustee.

14

CHAPTER 4: FEES, CHARGES AND EXPENSES Fees and Charges directly incurred by Unit Holders.

4.1 Sales Charge The Manager does not intend to impose any sales charge.

4.2 Redemption Charge The Manager does not intend to impose any redemption charge.

4.3 Switching Fee The Manager does not intend to impose any switching fee. Fees and Expenses indirectly incurred by Unit Holders.

4.4 Management Fee The Management Fee is 0.30% per annum of the NAV of the Fund. The Management Fee is calculated daily and payable monthly. Note: The Manager may in its own discretion, from time to time, charge an annual management fee that is lower than that stated above. Please refer to the illustration under item 5.3 below to see how the Management Fee is calculated.

4.5 Trustee Fee The Trustee Fee is 0.02% per annum of the NAV of the Fund. The Trustee Fee is calculated daily and payable monthly. Please refer to the illustration under item 5.3 below to see how the Trustee Fee is calculated.

4.6 Other Expenses Directly Related to the Fund

In administrating the Fund, there are expenses directly related to the Fund. These expenses include auditor’s fees and other relevant professional fees, foreign custodial charges (if applicable), cost of distribution of quarterly/annual reports, tax certificates, statements and other notices to Unit Holders. In addition, there are fees/ expenses that are directly related and necessary to the business of the Fund such as commissions paid to brokers and taxes, that are also paid out of the Fund.

15

4.7 Reduction / Waiver of Fees

The Manager may, for any reason at any time, waive or reduce the amount of any fees or other charges payable by the Unit Holders in respect of the Fund, either generally or specifically and for any period or periods of time at its absolute discretion.

16

CHAPTER 5: TRANSACTION INFORMATION

5.1 Pricing Policy The Manager will adopt a single pricing policy when calculating your subscription for and redemption of Units which means that the selling price per Unit and the redemption price per Unit will be transacted and quoted on a single price i.e., the NAV per Unit of the Fund. The NAV per Unit of the Fund will be valued as at the next valuation point (at the end of each Business Day) on a forward pricing basis and will be made available on the following day. Unit Holders may obtain the NAV per Unit of the Fund by contacting the Manager directly. Investors will receive quarterly reports and an audited annual report each year from the Manager.

5.2 Valuation Point of the Fund The Fund will be valued at the end of every Business Day.

5.3 Illustration on the computation of NAV and how the Management Fee and Trustee Fee are calculated

Example: Computation of NAV per Unit RM Investments 10,001,000.00 Other Assets 5,000.00 Total Assets 10,006,000.00 Less: Liabilities 1,590.07 NAV of the Fund (before deduction of Management and Trustee Fees)

10,004,409.93

Less: Management Fee - Calculated on a Daily Basis (0.30% per annum/365 days)

82.23

Trustee Fee - Calculated on a Daily Basis (0.02% per annum/365days)

5.48

NAV of the Fund (after deduction of Management and Trustee Fees)

10,004,322.22

Units In Circulation 10,004,000.00 NAV per Unit 1.000032 NAV per Unit (Rounded to 4 decimal points) 1.0000

5.4 Subscription of Units Application for Units should be made at or before the cut-off time of 11 a.m. on any Business Day. The subscription form is available at the office of the Manager.

17

During the Initial Offer Period, Units of the Fund will be issued at the Offer Price. After the Initial Offer Period, Investors will purchase Units at the NAV per Unit of the Fund at the next valuation point after their application is accepted by the Manager.

5.5 Redemption of Units Unit Holders may redeem their investments in the Fund on any Business Day by completing the prescribed redemption request form or such other manner as the Manager may accept and returning it to the Manager on any Business Day; the redemption request form is available at the office of the Manager. All such requests must be received by the Manager before 11 a.m. on any Business Day. Any requests received after 11 a.m. will be treated as having been received the following Business Day. Redemption proceeds are based on the NAV per Unit of the Fund at the close of a Business Day on the day the redemption request form is received by the Manager. Redemption proceeds will be paid to Unit Holders on the next Business Day upon receipt of the redemption request form. The minimum redemption amount is set at 10,000 Units or such other amount as the Manager may prescribe from time to time.

5.6 Switching of Units The minimum number of Units for each switching transaction is 10,000 Units. Switching of Units is allowed at the discretion of the Manager and is subject to such terms and conditions as the Manager may impose. Unit Holders may at the discretion of the Manager switch their Units into units of wholesale funds or unit trust funds established by the Manager. Unit Holders must contact the Manager to obtain details on the wholesale funds or unit trust funds which they can switch into. Qualified Investors who have invested in other wholesale funds established by the Manager may switch their units into the Fund if switching facility is provided by the wholesale fund they have initially invested in. Any switching transaction is subject to the conditions set out below: 1. unit holders who originally purchased units of a fund with a “sales charge” imposed will

switch into any of the other funds at the net asset value per unit of that fund. 2. unit holders who originally purchased units of a fund with NO “sales charge” imposed

who switches into any other funds with NO “sales charge” imposed will switch at the net asset value per unit of that fund.

3. However, if a unit holder who originally purchased units of a fund with NO “sales charge”

imposed decides to switch into a fund with a “sales charge” imposed, the unit holder will switch at the net asset value per unit of that fund and will incur the “sales charge”

18

imposed by the fund they intend to switch into. Thereafter, any subsequent switches into any of the other funds will be at the net asset value per unit of that fund.

Please refer to the table below for an illustration on how the switching facility works:

SWITCHING FROM SWITCHING TO

CURRENT FUND INTENDED FUND

*fund with NO “sales charge” *fund with “sales charge”

*fund with “sales charge”

Switch at the net asset value per unit of the fund.

Switch at the net asset value per unit of the fund.

*fund with NO “sales charge”

Switch at the net asset value per unit of the fund.

Switch at the net asset value per unit of the fund, however,

the unit holder will have to incur the sales charge imposed

by the fund they intend to switch into.

5.7 Periodic Reporting to Unit Holders During every Financial Year of the Fund, Unit Holder will receive: 1. Confirmation of Investment Statements detailing his investment, which will be sent within

ten (10) Business Days from the date monies are received by the Manager for investment in the Fund. This confirmation will include details of the Units purchased and the purchase price;

2. Monthly Statements of Account which shows the balance of Unit Holders’ investments

and all transactions made during the month, distribution details and investment value; 3. Quarterly Reports which provides a brief overview of the Fund including key risk factors,

investment outlook for the quarter, the Fund’s financial performance, credit risk, level of borrowings, market outlook, changes in the key investment team, illiquid holdings, details on portfolio holdings, information on fund performance and volatility and unaudited accounts of the Fund for the quarter. The Quarterly Reports will be dispatched to all Unit Holders within two (2) months from the close of each financial quarter;

4. An Annual Report which provides a detailed overview of the Fund including key risk

factors, investment outlook for the year, the Fund’s financial performance, credit risk, level of borrowings, market outlook, changes in the key investment team, illiquid holdings, details on portfolio holdings, information on fund performance and volatility and audited accounts of the Fund for the year. The Annual Report will be dispatched to all Unit Holders within two (2) months from the close of each Financial Year; and

5. If distribution of returns is declared by the Fund, Unit Holders will receive a Statement of

Distribution of Returns, detailing the nature and amount of returns distributed by the Fund and a tax statement/voucher for submission to the Inland Revenue Board of Malaysia.

19

CHAPTER 6: MANAGEMENT COMPANY

6.1 The Manager Kenanga Investors Berhad has its principal place of business at Suite 12.02, 12th Floor, Kenanga International, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. The Manager, was incorporated as a public limited company on 2 August 1995 under the Companies Act 1965 with an authorized share capital of RM20,000,000.00 comprising 20,000,000 ordinary shares of RM1.00 each of which 6,765,300 are issued and fully paid up. KIB is 100% owned by Kenanga Investment Bank Berhad which is a wholly-own subsidiary of K & N Kenanga Holdings Berhad.

The Manager is licensed and authorised to conduct business in distributing unit trust funds and fund management under the CMSA. As at 30 September 2012, the Manager manages 11 unit trust funds and other funds from government agencies, pension funds, insurance, corporate and individual clients with a total fund size of RM3.2 billion. The Manager has the services of 51 experienced personnel (39 executives, 9 of which are Capital Markets and Services Representative’s Licence Holder, and 12 non-executives).

6.2 Functions of the Manager KIB is responsible for the day-to-day management, marketing and administration of the Fund, where its key functions include: a) Endeavouring that the Fund is managed in a sound and professional manner in

accordance with its investment objectives, the provisions of this Information Memorandum and the Deed;

b) Endeavouring that the Fund is properly administered and to arrange for sale and redemption of Units of the Fund;

c) Issuing the Fund’s quarterly and annual reports, and monthly statement of accounts to Unit Holders;

d) Keeping proper records of the Fund; and e) Keeping Unit Holders informed on material matters relating to the Fund.

6.3 Financial Position of the Manager The audited financial results of KIB for the financial years ended 31 December 2009 to 31 December 2011 are summarised below:

Year ended 31 Dec 2011

RM’000

Year ended 31 Dec 2010

RM’000

Year ended 31 Dec 2009

RM’000 Paid-up capital 6,765 6,765 6,765 Shareholders’ funds 12,777 14,067 13,627 Revenue 10,234 10,790 9,161 Profit before taxation (1,473) 875 (21) Profit after tax ation (1,290) 439 (1)

20

6.4 Board of Directors The Board of Directors is responsible for the overall management of the Manager and its funds. The Board not only ensures corporate governance is practised but policies and guidelines are adhered to. The Board will sit once every quarter, or more often should the need arise. Datuk Syed Ahmad Alwee Alsree (Chairman) Date of Appointment: 11 October 2006 Datuk Syed Ahmad Alwee Alsree was appointed Chairman of KIB on 1 January 2008 after having been appointed to the Board in October 2006. He was appointed as a Non-Executive Director of K&N Kenanga Holdings Berhad on 28 August 2009 and had, on 26 July 2011, re-designated as Deputy Chairman. Datuk Syed Ahmad Alwee Alsree is also the Group Executive Director of Cahya Mata Sarawak Berhad (CMSB). He had earlier joined CMS in February 2004 as Group General Manager – Human Resources where he was responsible for the smooth operations and integration of the various human resource departments within CMS Group. He was appointed as Deputy Group Managing Director of CMSB in September 2006 and subsequently re-designated as Group Executive Director in August 2008. Datuk Syed Ahmad graduated with a Bachelor of Law (LL.B.) from the National University of Singapore, and practiced law in Singapore for over ten (10) years prior to joining CMS Group. Apart from K&N Kenanga Holdings Berhad and CMSB, Datuk Syed Ahmad is a director of KKB Engineering Berhad, Kenanga Investment Bank Berhad and SIG Gases Berhad. He is Chairman of Samalaju Aluminium Industries Sdn Bhd (formerly known as Similajau Aluminium Industries Sdn Bhd) and a director of several CMS subsidiaries in financial services, property development and education. Syed Zafilen Syed Alwee (Independent Director) Date of Appointment: 12 May 2008 Syed Zafilen Syed Alwee was appointed as the Director of KIB on 12 May 2008. He has spent his career in managing various sectors of operations of companies such as sales, marketing, technical, management, finance in local listed companies as well as multinational including Patimas, Lityan, Cahya Mata Sarawak, Lucent Technologies, Motorola, Mobil and others as well as being ownership of two other companies. He is currently undergoing an MBA programme in Finance at the University of Manchester. YM Raja Dato’ Seri Abdul Aziz bin Raja Salim (Indep endent Director) Date of Appointment: 24 February 2012 YM Raja Dato’ Seri Abdul Aziz bin Raja Salim was appointed as the Director of KIB on 24 February 2012. He is an Honorary Fellow of the Malaysian Institute of Taxation, Fellow of the Chartered Association of Certified Accountants, United Kingdom, Fellow of the Chartered Institute of Management Accountants ("CIMA"), United Kingdom and a Chartered Accountant (Malaysia). He served as Director General of Inland Revenue Malaysia from 1980 to 1990 and Accountant General Malaysia from 1990 to 1994. After his retirement from the Government service, he was appointed as Chairman of BSN Commercial Bank (M) Berhad from 1995 to 1999. He was a Board Member of several Government agencies and organisations as well

21

as Deputy Chairman of the Employees Provident Fund and Deputy Chairman of the Universiti Pertanian Malaysia Council. YM Raja Dato' Seri Abdul Aziz was the President of CIMA, Malaysia from 1976 to 1993 and a council member of CIMA, United Kingdom from 1990 to 1996. He was awarded the CIMA Gold Medal in recognition of his outstanding service to the Accounting Profession. He was a council member of the Malaysian Institute of Accountants ("MIA") until September 2005 and still sits on many MIA committees. At present, he is also the Chairman of Gamuda Berhad. YM Raja Dato' Seri Abdul Aziz is a Director of K & N Kenanga Holdings Berhad, Kenanga Islamic Investors Berhad (Formerly known as Kenanga Fund Management Berhad), Hong Leong Industries Berhad, Jerneh Asia Bhd, PPB Group Berhad, Panasonic Manufacturing Malaysia Berhad and Southern Steel Berhad. Vivek Sharma (Independent Director) Date of Appointment: 1 October 2012 Vivek Sharma was appointed as the Director of KIB on 1 October 2012. He has over 20 years experience in building and leading businesses in South East Asia in the fields of higher education, insurance, wealth management, and real estate. He is currently Managing Director of VS Development, a company which focuses on property development. In financial services, he was a Director of Investments at Merrill Lynch and a business leader at CiGNA in South East Asia. He was also Executive Director, Asia for Laureate Higher Education Group, as well as Director of Development, Asia for INSEAD. He holds a BSc. Economics (Finance) from the Wharton School at the University of Pennsylvania and a MBA from IMD in Lausanne, Switzerland. Bruce Kho Yaw Huat Date of Appointment: 29 June 2010 Bruce Kho Yaw Huat was appointed as the Director of KIB on 29 June 2010. Bruce has significant experience in building and leading financial management firms. His experience spans thirty-five (35) years within the fields of finance and management, twenty four (24) of which were as the Chief Executive Officer, and later Chairman, of the Allianz Group’s Asian asset management business, a market leader in the provision of asset management services. Abdul Razak bin Ahmad (Chief Executive Officer/ Exe cutive Director) Date of Appointment: 19 July 2010 Abdul Razak bin Ahmad was appointed as Chief Executive Office / Executive Director of KIB on 19 July 2010. He has more than twenty (20) years of experience in the financial industry; mainly Asset Management, Unit Trust Business, Corporate Banking and Treasury. He had held Senior Management positions and directorship in three Investment Management Organizations in Malaysia. He holds a Bachelor Degree of Science majoring in Business Administration (Finance) Magna Cum Laude from University of Southwestern Louisiana, USA. He is a holder of the Capital Markets Services Representative’s License and a Certified Financial Planner.

22

Peter John Rayner Date of Appointment: 11 November 2010 Peter John Rayner was appointed a Director (and Investment Committee member) of KIB on 11 November 2010. He has over thirty (30) years successful experience in building & leading businesses in the fields of Chartered Accounting, Stock Broking, Private Equity and Asset Management. He has held many senior positions including as Chief Executive Officer of both Allianz Global Investors & Saltbush Funds Management in Australia, Executive Director of private equity firm Audant Capital, Head of Institutional Investment at Perpetual Investments and National Chief Financial Officer of a major Australian hospital group. He is currently a Director of two Australian private family companies. He holds a business degree (majoring in Accounting & Finance) from Charles Sturt University in Australia, and is a CPA.

6.5 The Investment Committee The Investment Committee formulates, establishes and implements investment strategies and policies. The committee will continually review and monitor the success of these strategies and policies using predetermined benchmarks towards achieving a proper performance for the Fund. The Committee will also ensure investment guidelines and regulations are complied with. The Investment Committee will meet at least once every quarterly or more often should the need arise.

Members of the Investment Committee for the Fund are as follows:

• Bruce Kho Yaw Huat (Chairman) • Syed Zafilen Syed Alwee (Independent Member) • Vivek Sharma (Independent Member) • Abdul Razak bin Ahmad • Peter John Rayner Please refer to the Board of Director’s section for more details on their profile.

6.6 The Management Team Abdul Razak bin Ahmad Chief Executive Officer/ Executive Director Abdul Razak bin Ahmad’s profile is as set out above under the Board of Director’s section. Shahariah binti Shaharudin Head, Institutional Business Shahariah binti Shaharudin joined KIB in April 2011 overseeing the Manager’s institutional business. Shahariah brings with her twenty (20) years of experience in the financial services industry. She began her career in a local bank and has extensive experience in both Retail and Corporate Banking. Subsequently she joined a stock broking company as Head of Dealing managing Institutional Trade. In 2006, she joined RHB Investment Management Sdn Bhd under Strategic Business and Market Development Division where her core responsibility is sourcing business and servicing both retail and wholesale clients ranging from unit trust, corporate and government agencies to insurance companies.

23

She graduated with Bachelor of Arts Degree in Business Studies from Knox College, Illinois and Master of Arts in Economics from University of Illinois, Springfield, USA. She holds Capital Markets Services Representative’s License. Yap Siok Hoon Head, Retail Client Solutions & Services Group Yap Siok Hoon joined KIB in May 2012 as Head of the Retail Client Solutions & Services Group, overseeing the Manager’s retail unit trust business. Siok Hoon brings with her fifteen (15) years of experience in the asset management industry and holds a Bachelor (First Class Honours) in Business Administration degree from Universiti Utara Malaysia. She started her career with Hong Leong Asset Management (HLAM) in April 1997 and has held many senior management positions, ultimately rising to a position of General Manager, Client Solutions Group, in July 2011. This role saw her managing the departments of both Retail and Institutional Business Development and Customer Experience. Her specific experience includes distribution channel sales and marketing support, agency and Institutional Unit Trust Adviser (IUTA) development, training and product development. Noor Aini Shaik Awab Head, Operations Noor Aini Shaik Awab joined the Kenanga Group in 2006, as Head of Operations of Kenanga Asset Management Sdn Berhad and subsequently was transferred to Kenanga Fund Management Berhad. Started her career with Schroders Investment Management (Singapore) Limited; and brings with her more than twenty (20) years of experience in securities administration operations, local and regional settlements, and had spearheaded the implementation of various back-office systems. She holds a Diploma in Business Administration and Diploma in National Computer Studies. She was appointed as the Head of Operations of KIB on 13 October 2010. Mariam Veronica Abu Bakkar Seddek Head of Compliance Mariam Veronica joined the Manager in July 2012 as Head of Compliance. She graduated with a Bachelor of Science in Accounting from University of Wales Cardiff, United Kingdom in 1998. She worked as a teacher in the UK for a year before joining the Securities Commission in 1999. She served the SC for 8.5 years where she specialised in auditing asset management companies. Thereafter, she served as the Head of Compliance in a fund management company for 4 years.

Milo Lo Head, Information Technology Milo Lo joined KIB in March 2001. He is responsible for managing the IT and communications infrastructure as well as identifying, selecting, implementing and maintaining of company's technology system in line with its business direction and operational requirements. Milo has more than twenty-five (25) years working experience in financial services and the unit trust industry. Prior to joining KIB, he worked in a listed financial institution from 1986 to 2001. He had been one of the pioneer staff in the IT

24

department of that company and was responsible for setting-up and implementing the financial institution’s Full-Fledged Banking System and Regional Computer Centers.

6.7 The Investment Teams

The Manager’s various investment teams meet informally on a daily basis with a formal meeting (the Investment Sub-Committee) occurring 15 times a year (at times considered appropriate), to amongst other things, monitor the changing investment landscape and re-assess market conditions in terms of opportunity and risk. This activity seeks to ensure the investment strategies and policies of all funds managed by the Manager are consistently matched with the prevailing market environment and outlook. The designated fund manager for the Fund is Wong Yew Joe (Joe). His direct team includes Fixed Income and Credit and Research team member Syhiful Zamri bin Abdul Azid (Syhiful) Director of Investment, Credit and Advisory. Please refer to the particulars of Joe and Syhiful set out below. Notwithstanding the direct involvement of the specialist investment professionals managing the Fund, other Investment Team Members of the Manager, also noted below, will offer focused input, continually challenging the investment thesis of the designated fund manager. This activity occurs via the Investment sub-committee (noted above), where all investment decisions, views and portfolio outcomes are rigorously debated, scrutinized and tested with the intention of maximising a risk / return outcome consistent with client requirements and / or fund mandate guidelines. Wong Yew Joe Director of Investment, Fixed Income Wong Yew Joe joined KIB in April 2011, bringing with him more than eleven (11) years of experience in the fund management industry. Prior to this, he has been in RHB Investment Management Sdn Bhd (RHBIM) for a total of seven (7) years. As the Head of Fixed Income in RHBIM, he was responsible for all fixed income investments, totalling about RM 9 billion worth of funds managed by RHBIM. Prior to RHBIM, he was with SBB Asset Management Sdn Bhd for a year as a Credit Analyst. Before that, he was with BHLB Asset Management Sdn Bhd and his principal involvement there was in business development and corporate marketing. Yew Joe is a graduate from the University of Southern Queensland with a Bachelor’s Degree, majoring in Accounting and Finance. Syhiful Zamri bin Abdul Azid Director of Investment, Credit and Advisory Syhiful Zamri bin Abdul Azid joined KIB in April 2011. Prior to this, he was with RHB Investment Management Sdn Bhd (RHBIM) as Head of Fund Management Research for more than three (3) years. He has also been with KAF Investment Bank for more than five (5) years before joining RHBIM. He has wide experience in both equity and fixed income research and had exposures doing financial analysis and marketing of unit trust funds. He graduated with an Honours Degree from De Montfort University (UK) with Bachelor in Accounting and Finance. He has more than ten (10) years experience in the industry.

25

Other fund managers include: Chen Fan Fai Director of Investment Chen Fan Fai joined the Kenanga Group in March 2007 bringing with him more than sixteen (16) years experience managing portfolios invested in regional equities and bonds. On 1 November 2010, he was transferred to his current position in KIB. Prior to joining the Kenanga Group, he was the Chief Investment Officer of Allianz Life Insurance Malaysia Berhad. He has also held senior investment positions with UOB Asset Management Limited, OCBC Asset Management Limited and Singapore Unit Trust Limited. Fan Fai holds a bachelor degree in engineering (Royal Melbourne Institute of Technology), an MBA (Loyola University of Chicago) and an MSc in Accounting (University of Illinois). Tammi Lim Geok Wah Director of Investment, Equities Tammi Lim joined KIB in October 2011. Prior to this, she was attached to RHB Investment Management as Head of Equities for over four (4) years where she was responsible for the management of institutional funds, unit trust funds and corporate accounts. She began her career as an investment analyst in TA Securities Holding Berhad servicing both institutional and retail clients. Thereafter, she moved on to the fund management industry with Asialife Insurance Berhad and Manulife Insurance Berhad where she was responsible for the management of both company’s life funds as well as investment-linked funds. She has more than eighteen (18) years experience in the fund management industry. She graduated from the University of Toledo, Ohio with a Masters of Business Administration, majoring in Finance. Chew Hwee Mei Associate Director, Investment Chew Hwee Mei joined KIB in October 2011 bringing along with her more than 11 years of experience in the fund management industry. Prior to joining KIB, she was with RHB Investment Management Sdn Bhd for more than four (4) years as Assistant Vice President and before that, she was attached with Allianz Life Insurance Malaysia Berhad. She has experience in managing a whole range of funds including unit trust funds, corporate as well as individual clients. Hwee Mei graduated from Murdoch University with a Bachelor of Commerce, majoring in Accounting and Finance and holds an MBA (Finance) from Nottingham University. Nik Hazim Nik Mohamed Senior Portfolio Manager

Nik Hazim Nik Mohamed joined KIB in April 2009 as a fund manager. Prior to this, he was with Permodalan Nasional Berhad (PNB) having almost fourteen (14) years experience in the company. During his stint in PNB, he had started out managing international funds for proprietary accounts and later on public funds in Singapore. He also has wide experience in managing local unit trust fund for PNB and had exposures doing financial analysis and marketing of unit trust funds. He graduated with an Honours Degree from Universiti Utara Malaysia in Bachelor in Business Administration majoring in Finance.

26

Tan Lip Kwang Portfolio Manager

Tan Lip Kwang joined Kenanga Group in May 2007. He started as an analyst in Kenanga Fund Management Berhad and trained as a generalist specializing in Malaysia market. He was promoted as a Portfolio Manager in August 2009 after obtaining his Capital Markets Services Representative’s License in July 2009. Prior to Kenanga Fund Management Berhad, he was an internal auditor with Public Bank for one and a half year. Lip Kwang holds a Bachelor Degree in Finance from Lancaster University and a MSC in Actuarial Science from City University of London. Lip Kwang was appointed as the Portfolio Manager of KIB on 1 November 2010.

6.8 Material Litigation As at 30 September 2012, save as disclosed below, the Manager is not engaged in any litigation or arbitration proceedings, either as plaintiff or defendant which has a material effect on the financial position of the Manager, and the Board of Directors is not aware of any proceedings pending or threatened, or of any fact likely to give rise to any such proceedings which might materially and adversely affect the position or business of the Manager. An ex-employee of the Manager who was dismissed by the Manager has filed an action under section 20(3) of the Industrial Relations Act 1967 to challenge his dismissal. The ex-employee contends that his dismissal was without just cause or excuse and is seeking to be reinstated to his former position without any loss of salary and benefits. The matter came up for further submissions on 31 January 2011 before the Industrial Court in Kuching. The Learned Chairman then adjourned the matter and informed us that he will be handing down his written decision on the above matter in due course. As at 30 September 2012, the Learned Chairman has yet to deliver his decision on the case. The Directors are of the opinion that the claim has no bearing on the performance of the Fund and that it has no adverse effect on the capability of the Manager in discharging its duties and responsibilities to the Unit Holders of the Fund.

6.9 Conflict of Interest

The Directors and Investment Committee members should avoid conflicts of interest arising, or if conflicts arise, ensure that the Fund is not disadvantaged by the transaction concerned. Any transaction carried out for or on behalf of the Fund must be executed on terms that are the best available to the Fund and which are no less favourable to the Fund than arm’s length transactions between independent parties. In the event that any of the Directors or Investment Committee members is directly or indirectly involved, he or she would have to abstain from being involved with any decision making process of the said transaction.

KIB has in place policies and procedures which regulates its employees’ securities dealings. Quarterly declaration of securities trading is required of all employees to ensure that there is no potential conflict of interest between the employees’ securities trading and the execution of the employees’ duties to the company and customers of the company.

27

6.10 Retirement and Removal of Manager Manager’s Right to Retire The Manager has a right to retire in favour of some other corporation by giving to the Trustee three (3) months' notice in writing of their desire so to do, or such other period as the Trustee and the Manager may agree upon, and subject to the fulfilment of the following conditions: • the retiring Manager shall appoint such corporation by writing under the seal of the

retiring Manager as the fund manager of the Fund in its stead and assign and transfer to such corporation all its rights and duties as fund manager of the Fund;

• such corporation shall enter into such deed or deeds as the Trustee may consider to be necessary or desirable to secure the due performance of its duties as fund manager for the Fund; and

• upon the payment to the Trustee of all sums due from us to the Trustee at the date of such retirement, the retiring Manager shall be absolved and released from all further obligations under the Deed but without prejudice to the rights of the Trustee or any Unit Holder or other person in respect of any act or omission on our part prior to such retirement and the new fund manager may and shall thereafter exercise all the powers and enjoy all the rights and shall be subject to all the duties and obligations as fully as though such new fund manager had been originally a party to the Deed.

Removal of the Manager The Manager may be removed by the Trustee by way of a Special Resolution passed at a Unit Holders’ meeting (details on Unit Holders Meetings are provided in Chapter 9, Power to Call for Meetings) convened on the grounds that the Manager: • has failed or neglected to carry out their duties to the satisfaction of the Trustee and

the Trustee considers that it would be in the Unit Holders interest to do so after the Trustee has given notice to the Manager of its opinion and the reasons for that opinion, and has considered any representations made by the Manager in respect of that opinion, and after consultation with the relevant authorities;

• unless expressly directed otherwise by the relevant authorities, if the Manager is in breach of any of its obligations or duties under the Deed or the relevant laws, or has ceased to be eligible to be a fund manager under the relevant laws; or

• the Manager has gone into liquidation, except for the purpose of amalgamation or reconstruction or some similar purpose, or has had a receiver appointed or has ceased to carry on business.

The Manager shall upon receipt of a written notice from the Trustee cease to be the fund manager of the Fund by the mere fact of the Manager’s receipt of the notice. The Trustee shall, at the same time, by writing appoint some other corporation already approved by the relevant authorities to be the fund manager of the Fund; such corporation shall have entered into such deed or deeds as the Trustee may consider to be necessary or desirable to secure the due performance of its duties as fund manager for the Fund.

28

CHAPTER 7: TRUSTEE

7.1 Background of the Trustee CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee Berhad) was incorporated on 25 August 1994 and registered as a trust company under the Trust Companies Act, 1949 and having its registered office at 5th Floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490 Kuala Lumpur, Malaysia. The Trustee is qualified to act as a trustee for collective investment schemes approved under the Capital Markets and Services Act, 2007. CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee Berhad) has an authorized capital of 500,000 shares of RM10.00 each. 350,000 shares are issued (paid up RM5 each). Shareholders % CIMB Bank Berhad 20 S.B. Venture Capital Corporation Sdn Bhd 20 S.B. Properties Sdn Bhd 20 CIMB Holdings Sdn Bhd 20 CIMB Berhad 20 Total 100 7.2 Financial position of the Trustee The following is a summary of the past performance of the Trustee based on audited accounts for the last 3 years:

Financial Year Ended 31 December

2009 (RM)

2010 (RM)

2011 (RM)

Paid-up capital 1,750,000 1,750,000 1,750,000

Shareholders’ funds 6,600,962 6,496,563 5,696,309

Turnover 6,288,772 7,112,941 7,037,826

Profit before taxation 1,802,326 2,588,078 3,339,506

Profit after taxation 1,354,399 1,936,057 2,465,070

7.3 Experience in Trustee Business As at 30 September 2012, CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee Berhad) acts as trustee to one (1) real estate investment trust funds, fifty five (55) unit trust funds and ten (10) wholesale funds. In addition to overseeing these funds, CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee Berhad) also acts as trustee to private debt securities issues such as bonds and notes. Other than being the administrator of deceased’s estates, executor of wills, trustee for minors or incapacitated persons, CIMB Commerce Trustee Berhad (formerly

29

known as BHLB Trustee Berhad) also acts as trustee for public, charitable, staff retirement, and pension/ gratuity fund scheme, custodian trustee for associations, clubs and others. CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee Berhad) is supported by 25 staffs comprise of 23 executives and 2 non executive as at 30 September 2012. 7.4 The Board of Directors The following table sets out information regarding the Board of Directors of the Trustee:

Name Directorship

Zahardin bin Omardin Independent Director and Chairman, Non-Executive Loh Shai Weng Non-Independent Director, Non-Executive Chan Swee Liang Carolina Non-Independent Director, Non-Executive Liew Pik Yoong Alternate Director to Chan Swee Liang Carolina

7.5 Key Personnel of the Trustee Lee Kooi Yoke (Head of Operations) Ms Lee holds a Bachelor Degree in Administration (Finance) from Griffith University, Australia; and a member of CPA Australia, Malaysia Institute of Accountant and Financial Planning Association Malaysia. She has more than 20 years of working experience in the financial industry. Prior to joining CIMB Trustee Services, she was heading the operations of a unit trust management company and before that, investment operations of one of the largest insurance company. Jeslin Ng Lai Peng (Associate Director, Corporate T rust) Ms Ng holds a Bachelor of Arts (Honours) Degree in Business Administration from the University of Bolton and London Chamber of Commerce & Industry (LCCI) qualification and has more than ten (10) years of experience in accounting and trust operations. Law Oi Meng (Senior Manager, Corporate Trust) Ms. Law holds a Bachelor Degree in Information Technology from the University of Southern Queensland and has more than ten (10) years of working experience in developing and implementing IT systems and trust operations. Linda Ong Gaik Bee (Associate Director - Legal and Compliance) Ms. Ong holds a degree in Bachelor of Law from University of Buckingham, in England, UK and was admitted to the Malaysian Bar as an Advocate and Solicitor prior to joining the trust industry. She is currently overseeing the legal and compliance of CIMB Trustee Services. She has more than nine years of experience in the trust industry. Azida Binti Abdul Aziz, (Manager, Corporate Trust) She holds a Diploma in Accountancy from Universiti Teknologi Mara. She has more than 6 years experience in trust operations. 7.6 Trustee’s Declaration The Trustee is independent of the Manager. The Trustee will carry out transactions on an arm’s length basis and on terms which are best available for the Fund, as well as act at all

30

times in the best interest of the Fund’s investors. The Trustee also has adequate procedures and processes in place to prevent or control conflicts of interest. 7.7 Duties and responsibilities of the Trustee

The Trustee’s functions, duties and responsibilities are set out in the Deed. The general function, duties and responsibility of the Trustee include, but are not limited to, the following: a) Take into custody the investments of the Fund and hold the investments in trust for the

Unit Holders; b) Ensure that the Manager operates and administers the Fund in accordance with the

provisions of the Deed, the Guidelines and acceptable business practice within the fund management industry;

c) As soon as practicable notify the SC of any irregularity or breach of the provisions of the Deed, the Guidelines and any other matters which in the Trustee's opinions may indicate that the interests of Unit Holders are not served;

d) Exercise reasonable diligence in carrying out its functions and duties, in actively monitoring the operations and management of the Fund by the Manager to safeguard the interests of Unit Holders;

e) Maintain, or cause the Manager to maintain, proper accounting records and other records as are necessary to enable a complete and accurate view of the Fund to be formed and to ensure that the Fund is operated and managed in accordance with the Deed, Information Memorandum, the the Guidelines and securities law.; and

f) Require that the accounts be audited at least annually.

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

7.8 Trustee’s Statement of Responsibility The Trustee has given its willingness to assume the position as Trustee of the Fund and all the obligations in accordance with the Deed, all relevant laws and rules of law.

7.9 Trustee’s Delegate

CIMB Commerce Trustee Berhad (formerly known as BHLB Trustee Berhad) has appointed CIMB Group Nominees (Tempatan) Sdn Bhd as the Trustee’s delegate to perform custodial function. CIMB Group Nominees (Tempatan) Sdn Bhd is a wholly owned subsidiary of CIMB Bank Berhad. Its custodial function includes safekeeping, settlement and corporate action related processing and cash and security reporting.

All investments are automatically registered in the name of the Fund. CIMB Group Nominees (Tempatan) Sdn Bhd acts only in accordance with instructions from the Trustee.

7.10 Material Litigation & Arbitration As at 30 September 2012, the Trustee is not engaged in any material litigation and arbitration, including those pending or threatened, and is not aware of any facts likely to give

31

rise to any proceedings which might materially affect the business/financial position of the Trustee or any of its delegates.

7.11 Retirement and Removal of the Trustee Trustee’s Right to Retire Provided always that the Manager has in place a corporation approved by the relevant authorities to act as the trustee of the Fund, the Trustee may retire upon the expiration of three (3) months' (or such other period as the Manager and the Trustee may agree upon) notice in writing to the Manager of its desire so to do. The Trustee shall on retirement vest or transfer, or cause to be vested or transferred, the custody of or control over the assets of the Fund in or to such new trustee and shall deliver to such new trustee all books, documents, records and other property whatsoever relating to the Fund and in the Trustee’s possession. The costs and expenses incidental thereto shall be paid from the Fund. Removal of the Trustee The Manager is obliged to give Unit Holders notice in writing to consider the removal of the Trustee if the Trustee fails or neglects to carry out its duties as stipulated in the Deed and under the relevant laws. The Manager shall take all reasonable steps to replace the Trustee as soon as practicable after becoming aware that:

• the Trustee has ceased to exist;

• the Trustee has not been validly appointed;

• the Trustee is not eligible to be appointed or act as a trustee under the Guidelines;

• the Trustee has failed or refused to act as Trustee in accordance with the provisions and covenants of the Deed and the provisions of the Guidelines;

• a receiver has been appointed over the whole or substantial part of the assets or undertaking of the Trustee and has not ceased to act under the appointment, or a petition is presented for the winding up of the Trustee (other than for the purpose of and followed by a reconstruction, unless during or following such reconstruction the Trustee becomes or is declared to be insolvent); or

• the Trustee is under investigation for conduct that contravenes the Trust Companies Act 1949, the Trustee Act 1949, the Companies Act 1965 or any securities law.

The Trustee may be removed and another trustee may be appointed by Special Resolution of the Unit Holders at a duly convened meeting of which notice has been given to the Unit Holders in accordance with the Deed (details on Unit Holders Meetings are provided in Chapter 9, Power to Call for Meetings).

32

CHAPTER 8: RIGHTS AND LIABILITIES OF UNIT HOLDERS

8.1 Unit Holders’ Rights As a Unit Holder of the Fund, and subject to the provisions of the Deed, you have the right: 1. to receive distributions, if any, from the Fund; 2. to participate in any increase in the NAV of Units of the Fund; 3. to call for Unit Holders’ Meetings and to vote for the removal of the Trustee or the

Manager through a Special Resolution; 4. to receive monthly statements, quarterly and annual reports on the Fund; and 5. to exercise such other rights and privileges as provided for in the Deed. However, Unit Holders would not have the right to require the transfer to them any of the investments of the Fund. Neither would Unit Holders have the right to interfere with or to question the exercise by the Trustee (or by the Manager on the Trustee’s behalf) of the rights of the Trustee as trustee of the investments of the Fund.

8.2 Unit Holders’ Liabilities As a Unit Holder of the Fund, and subject to the provisions of the Deed, Unit Holders’ liabilities would be limited to the following: Unit Holders would not be liable for nor would Unit Holders be required to pay any amount in addition to the payment for Units of the Fund as set out in this Information Memorandum and the Deed. Unit Holders would not be liable to indemnify the Trustee and/or the Manager in the event that the liabilities incurred by the Trustee and/or the Manager on behalf of the Fund exceed the NAV of the Fund.

33

CHAPTER 9: POWER TO CALL FOR UNIT HOLDERS ’ MEETINGS

9.1 Meetings Directed by the Unit Holders Unit Holders may call for a meeting for any purpose. Unless otherwise required or allowed by the relevant laws, the Manager shall, within twenty-one (21) days of receiving a direction from not less than fifty (50) or one-tenth (1/10) of Unit Holders at the registered office of the Manager, summon a meeting of the Unit Holders by: (a) sending by post at least fourteen (14) days before the date of the proposed meeting a

notice of the proposed meeting to all the Unit Holders; and (b) specifying in the notice the place and time of the meeting and the terms of the

resolutions to be proposed at the meeting.

9.2 Meetings Summoned by the Trustee The Trustee may summon a meeting of Unit Holders for any purpose whatsoever by: (a) giving at least fourteen (14) days written notice of the meeting to Unit Holders; and (b) specifying in the notice the place and time of the meeting and the terms of the

resolutions to be proposed at the meeting.

9.3 Meetings Summoned by the Manager

The Manager may summon a meeting of Unit Holders for any purpose whatsoever by: (a) giving at least fourteen (14) days written notice of the meeting to Unit Holders; and (b) specifying in the notice the place and time of the meeting and the terms of the

resolutions to be proposed at the meeting.

9.4 Provisions Governing Unit Holders’ Meetings Quorum The quorum required for a meeting of the Unit Holders shall be five (5) Unit Holders, whether present in person or by proxy, provided that if the Fund has five (5) or less Unit Holders, the quorum required for a meeting of the Unit Holders of the Fund shall be two (2) Unit Holders, whether present in person or by proxy; if the meeting has been convened for the purpose of voting on a Special Resolution, the Unit Holders present in person or by proxy must hold in aggregate at least twenty five per centum (25%) of the Units in circulation at the time of the meeting.

34

If within one (1) hour from the time appointed for the meeting a quorum is not present, the meeting if convened upon the request of Unit Holders shall be dissolved. In any other case, it shall stand adjourned to such day and time seven (7) days thereafter and to such place as may be appointed by the Chairman; at such adjourned meeting, the Unit Holders present in person or by proxy shall be the quorum for the transaction of business including the passing of Special Resolutions if the quorum prescribed by the Deed is not present after one (1) hour from the time appointed for the adjourned meeting. Resolutions passed at a meeting of Unit Holders bind all Unit Holders whether or not they were present at the meeting at which the resolutions were passed. No objection may be made as to any vote cast unless such objection is made at the meeting. Voting by Proxy Every instrument of proxy whether for a specific meeting or otherwise shall, as nearly as circumstances admit, be in the following form or in such other form as the Manager may accept: I/We, ..................................., being a Unit Holder of ......... Units in the ..................... Fund, hereby appoint ............................. or failing him/her, the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the Unit Holders' meeting to be held on the ........ day of ................ 20.... and at any adjournment thereof. My said proxy has my instructions to vote: (a)* in favour of the resolutions as stated in the notice of meeting; (b)* against the resolutions as stated in the notice of meeting; (c)* as he/she deems fit in respect of the resolutions as stated in the notice of meeting. * Delete as applicable SIGNED by the said .................... on the .......... day of ........................ 20.... in the presence of: (Witness's signature) (Signature of Unit Holder) The instrument appointing a proxy must be duly stamped, if required, and deposited at the office of the Manager not less than forty-eight (48) hours before the time appointed for the meeting or adjourned meeting as the case may be at which the person named in such instrument proposes to vote. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or the power of attorney or other authority under which the proxy was signed or the sale of Units in respect of which the proxy was given provided that no intimation in writing of such death, insanity, revocation or sale shall have been received at the place so appointed for the deposit of proxies or if no such place is appointed at the business office of the Manager before the commencement of the meeting or adjourned meeting at which the proxy is used. Chairman of the Meeting The meeting will be chaired if the meeting was convened at the instance of the Unit Holders or the Trustee, by a person appointed by the Unit Holders present at the meeting or, where no such appointment is made, a nominee of the Trustee; or if the meeting was convened at the instance of the Manager, by a person appointed by the Manager.

35

The decision of the Chairman of the meeting on any matter shall be final.

9.5 Termination of the Fund The Fund may be terminated or wound up should the following events occur:

• The SC’s approval is revoked under section 212(7)(A) of the Act; • A Special Resolution is passed at a Unit Holders’ meeting to terminate or wind up the

Fund; and • Such other events and situations as provided in the Deed.

Upon the termination of the Fund, the Trustee shall:

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

liabilities of the Fund; such sale and payment shall be carried out and completed in such manner and within such period as the Trustee considers to be in the best interests of the Unit Holders; and

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

by them respectively:

i) the net cash proceeds available for the purpose of such distribution and derived from the sale of the investments and assets of the Fund less any payments for liabilities of the Fund; and

ii) any available Cash Produce;

provided always that the Trustee shall not be bound, except in the case of final distribution, to distribute any of the moneys for the time being in his hands the amount of which is insufficient for payment to the Unit Holders of fifty (50) sen in respect of each Unit and provided also that the Trustee shall be entitled to retain out of any such moneys in his hands full provision for all costs, charges, taxes, expenses, claims and demands incurred, made or anticipated by the Trustee in connection with or arising out of the winding-up of the Fund and, out of the moneys so retained, to be indemnified against any such costs, charges, taxes, expenses, claims and demands; each such distribution shall be made only against the production of such evidence as the Trustee may require of the title of the Unit Holder relating to the Units in respect of which the distribution is made. In the event of the Fund is terminated, the Trustee shall be at liberty to call upon the Manager to grant the Trustee, and the Manager shall so grant, a full and complete release from the Deed and the Manager shall indemnify the Trustee against any claims arising out of the Trustee's execution of the Deed provided always that such claims have not been caused by any failure on the part of the Trustee to exercise the degree of care and diligence required of a trustee as contemplated by the Deed and all relevant laws.

Where the termination of the Fund and the winding-up of the Fund have been occasioned by any of the events set out herein: a) if the Manager has gone into liquidation, except for the purpose of reconstruction or

amalgamation upon terms previously approved in writing by the Trustee and the relevant authorities;

36

b) if, in the opinion of the Trustee, the Manager has ceased to carry on business; or c) if, in the opinion of the Trustee, the Manager has to the prejudice of Unit Holders failed to

comply with the provisions of the Deed or contravened any of the provisions of any relevant law;

the Trustee shall summon for a Unit Holders’ meeting to get directions from the Unit Holders. If a Special Resolution is passed to terminate the trust and wind-up the Fund, the Trustee shall apply to the Court for an order confirming such Special Resolution. The Trustee shall, as soon as it becomes aware that the Fund is to be terminated and wound-up, inform the relevant authorities of the same. The Trustee shall also arrange for a final review and audit of the final accounts of the Fund by the auditor of the Fund.

37

CHAPTER 10: OTHER INFORMATION

10.1 Unclaimed Moneys Policy Redemption proceeds payable to Unit Holders who have requested for full or partial redemption of their investments in the Fund that remain unclaimed after twelve (12) months as prescribed by the Unclaimed Moneys Act, 1965 (revised 1989), shall be lodged with the Registrar of Unclaimed Moneys in accordance with the provisions of the Unclaimed Moneys Act, 1965.

10.2 Anti Money Laundering Policy Application for Units must be accompanied by proper identification documents for our verification. All Investors will be checked against various reliable sources for money laundering information. Any cases which are suspicious will be reported to our compliance officer who may then report the matter to the SC and BNM. Money laundering is a process intended to conceal the benefits derived from unlawful activities which are related, directly or indirectly, to any serious offence so that they appear to have originated from a legitimate source. The Anti-Money Laundering and Anti-Terrorism Financing Act 2001 (AMLA) is the act that provides for the offence of money laundering and also the measures to be taken for the prevention of money laundering and terrorism financing offences. The Financial Intelligent Unit of BNM has been established to carry out the functions as the competent authority under the AMLA. All market intermediaries under the CMSA and fund management companies approved by the Securities Commission under the CMSA are obliged to comply with the provisions of the AMLA.

10.3 Regulatory Approval The Fund is subject to the approval of the SC under section 212 of the Act.

10.4 No Guarantee

The Manager of the Fund does not guarantee the performance or success of the Fund. Investors are advised to read the Information Memorandum and obtain professional advice before subscribing to the Fund.

38

10.5 Enquiries All enquiries about the investment should be directed in writing to:- Kenanga Investors Berhad Suite 12.02, 12th Floor Kenanga International Jalan Sultan Ismail, 50250 Kuala Lumpur Telephone No.: 03-2057 3688/ 03-2713 3188 Facsimile No.: 03-2161 8807/03-2713 5868 Email: [email protected]

Kenanga Investors Berhad Suite 12.02, 12th floor, Kenanga International

Jalan Sultan Ismail, 50250 Kuala Lumpur Malaysia Tel: 03-2057 3688 Fax: 03-2161 8807/ 03-2713 5868 Website: www.kenangainvestors.com.my Email: [email protected]

Kuching Regional Office: Tel: 082-343 022 Fax: 082-343 066 Kota Kinabalu Regional Office: Tel: 088-269 678 Fax: 088-259 678

This First Supplemental Information Memorandum in r elation to Kenanga Cash Fund is dated 1 November 2013 and is supplemental to the Informatio n Memorandum dated 22 March 2013. The First Supplemental Information Memorandum is to be read in conjunction with the Information Memorandum dated 22 March 2013.

FIRST SUPPLEMENTAL INFORMATION MEMORANDUM

IN RESPECT OF THE

KENANGA CASH FUND

Manager: Kenanga Investors Berhad (353563-P)

Trustee: CIMB Commerce Trustee Berhad (313031-A)

DISCLAIMER: INVESTORS ARE ADVISED TO READ AND UNDER STAND THE CONTENTS OF THE INFORMATION MEMORANDUM DATED 22 MAR CH 2013 AND THE FIRST SUPPLEMENTAL INFORMATION MEMORANDUM D ATED 1 NOVEMBER 2013. IF IN DOUBT, PLEASE CONSULT YOUR BAN KER, LAWYER, STOCKBROKER OR A PROFESSIONAL ADVISER.

THIS FIRST SUPPLEMENTAL INFORMATION MEMORANDUM IS D ATED 1 NOVEMBER 2013.

This First Supplemental Information Memorandum in r elation to Kenanga Cash Fund is dated 1 November 2013 and is supplemental to the Informatio n Memorandum dated 22 March 2013. The First Supplemental Information Memorandum is to be read in conjunction with the Information Memorandum dated 22 March 2013.

i

RESPONSIBILITY STATEMENT This First Supplemental Information Memorandum has been seen and approved by the directors of Kenanga Investors Berhad and they collectively and individually accept full responsibility for the accuracy of all information contained herein and confirm, having made all enquiries which are reasonable in the circumstances, that to the best of their knowledge and belief, there are no other facts omitted which would make any statement herein misleading. STATEMENT OF DISCLAIMER The Securities Commission Malaysia has authorized this First Supplemental Information Memorandum dated 1 November 2013 and the Information Memorandum dated 22 March 2013, and the authorization shall not be taken to indicate that the Securities Commission Malaysia recommends the investment. The Securities Commission Malaysia will not be liable for any non-disclosure on the part of Kenanga Investors Berhad and takes no responsibility for the contents of this First Supplemental Information Memorandum, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon the whole or any part of the contents of this First Supplemental Information Memorandum. INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO AS SESS THE MERITS AND RISKS OF THE INVESTMENT. IN CONSIDERING THE INVESTMENT, INVESTORS WHO ARE IN DOUBT AS TO THE ACTION TO BE TAKEN SHOUL D CONSULT THEIR PROFESSIONAL ADVISERS IMMEDIATELY .

This First Supplemental Information Memorandum in r elation to Kenanga Cash Fund is dated 1 November 2013 and is supplemental to the Informatio n Memorandum dated 22 March 2013. The First Supplemental Information Memorandum is to be read in conjunction with the Information Memorandum dated 22 March 2013.

1

Unless otherwise provided in this First Supplementa l Information Memorandum dated 1 November 2013, all the capitalized terms used herei n shall have the same meanings as ascribed to them in the Information Memorandum date d 22 March 2013. EXPLANATORY NOTE: This First Supplemental Information Memorandum date d 1 November 2013 has been issued to inform investors of the change in distribution poli cy of Kenanga Cash Fund, whereby subject to the availability of income, distribution of inco me will be done on a monthly basis instead of on a weekly basis. A. CHANGES IN THE DEFINITION SECTION (1) AMENDMENTS – (Page 1) – Changes in the definit ion of Deed The definition of Deed will be deleted in its entirety and replaced with the following: The deed entered between the Manager and the Trustee dated 16 August 2012 in respect of the Fund as modified by the first supplemental deed dated 9 October 2013. B. CHANGES IN CHAPTER 1: KEY DATA SECTION (1) AMENDMENTS – (Page 8) - Change of Distribution Policy The distribution policy as set out in Chapter 1, the “Key Data” section will be deleted in its entirety and replaced with the following: Other Information Distribution Policy Subject to the availability of income, distribution

of income will be done on a monthly basis.

C. CHANGES IN CHAPTER 3: FUND INFORMATION (1) AMENDMENTS – (Page 13) – Change in Distribution Policy The first sentence under Section 3.8 - Income Distribution and Distribution Options will be deleted in its entirety and replaced with the following: “Subject to the availability of income, distribution of income will be done on a monthly basis.”