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This Propectus is dated 18 November 2015

and will expire on 17 November 2016

MAYBANK TRUSTEES BERHAD (5004-P)

Responsibility Statement
This Prospectus has been reviewed and approved by the Directors of
Saham Sabah Berhad and they collectively and individually accept full
responsibility for the accuracy of the information. Having made all
reasonable inquiries, they confirm to the best of their knowledge and
belief, that there are no false or misleading statements, or omission of
other facts which would make any statement in the Prospectus false or
misleading.
Statements of Disclaimer
The Securities Commission Malaysia has authorized the fund and a copy
of this Prospectus has been registered with the Securities Commission
Malaysia.
The authorization of the fund, and registration of this Prospectus, should
not be taken to indicate that the Securities Commission Malaysia
recommends the said fund or assumes responsibility for the correctness of
any statement made, opinion expressed or report contained in this
Prospectus.
The Securities Commission Malaysia is not liable for any non-disclosure
on the part of the management company responsible for the said fund and
takes no responsibility for the contents of this Prospectus. The Securities
Commission Malaysia makes no representation on the accuracy or
completeness of this Prospectus, and expressly disclaims any liability
whatsoever arising from, or in reliance upon, the whole or any part of its
contents.
INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO
ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IF
INVESTORS ARE UNABLE TO MAKE THEIR OWN EVALUATION,
THEY ARE ADVISED TO CONSULT PROFESSIONAL ADVISERS.
No units will be issued or sold based on this Prospectus later than one year
after the date of this Prospectus.
Investors should note that they may seek recourse under the Capital
Markets and Services Act 2007 for breaches of securities laws and
regulations including any statement in the Prospectus that is false,
misleading, or from which there is a material omission; or for any
misleading or deceptive act in relation to the Prospectus or the conduct of
any other person in relation to the fund.

PREFACE
To our prospective investors
Thank you for choosing Saham Amanah Sabah (SAS Fund) as your alternative
investment.
The SAS Fund is an Income and Growth Fund which aims to produce a reasonable rate
of return through investments in equities and fixed income securities for investors who
are looking for medium to long term investment returns, without exposing their assets to
undue risks.
To achieve the objective of the SAS Fund, up to 98% of the NAV of the Fund maybe
invested in a diversified portfolio of equities, both local and foreign. The Fund may also
invest in fixed income investment. This ratio may be adjusted depending on the direction
of the market to counter the potential specific risks exposure such as stock market and
country risks as well as general risks such as currency and liquidity risks which are laid
out on page 13 15 of this Prospectus. The Fund may invest up to 50% of its NAV in
foreign equities. It is due to this flexibility that the SAS Fund has managed to ride the
recent turmoil quite well, which caused panic to stock exchanges across the globe mainly
attributed to Chinas Yuan depreciation, as seen from the quick rebound on its NAV.
There are fees and charges to be imposed when you invest in the SAS Fund. A sales
charge of 3.5% on NAV per unit comes in as an upfront charge. Fees include Annual
Management and Trustee Fees which are at 1.5% and 0.045% per annum respectively on
the NAV of the Fund other expenses include Auditors fees, Tax Advisers fees, GST and
other administrative expenses. You may read the details under Section 6 of this
Prospectus.
We are pleased to inform that the SAS Fund has an ongoing long term NAV
enhancement scheme which gives the Fund an edge over most funds as it is fully backed
by the State Government of Sabah. Since the implementation of the Scheme, the Fund
has shown promising results.
The units of the SAS Fund can be purchased at the Managers office at Suite 1-9-W2, W3
& W4, 9th Floor, CPS Tower, Centre Point Sabah, 88000 Kota Kinabalu.
For further enquiries, you may call us at 088-266588 / 254967 / 254968 or e-mail at
enquiry@sahamsabah.com.my.
You
may
also
check
our
website
at
www.sahamsabah.com.my.

TABLE OF CONTENTS

Pa g e

DEFINITIONS ........................................................................................................................................ 4
CORPORATE DIRECTORY ................................................................................................................ 6
1.0 KEY DATA ...................................................................................................................................... 9
1.1 FUND INFORMATION ................................................................................................................ 9
1.2 FEES AND CHARGES ............................................................................................................... 10
1.3 OTHER INFORMATION ........................................................................................................... 11
2.0 RISK FACTORS .......................................................................................................................... 13
2.1 GENERAL RISKS OF INVESTING IN UNIT TRUST FUNDS ..................................................... 13
2.2 SPECIFIC RISK OF THE FUND ............................................................................................... 14
2.3 RISKS OF INVESTING IN THE FUND ...................................................................................... 15
3..0 THE FUND ................................................................................................................................... 16
3.1
3.2
3.3
3.4
3.5
3.6

INVESTMENT OBJECTIVE AND INVESTMENT STRATEGY OF THE FUND ............................. 16


INVESTMENTS IN FOREIGN MARKETS ................................................................................. 18
BENCHMARK......................................................................................................................... 19
SCOPES OF INVESTMENTS .................................................................................................... 19
GEARING AND MINIMUM LIQUID ASSETS REQUIREMENT.................................................. 21
BASES OF VALUATIONS ........................................................................................................ 21

4.0 PERFORMANCE OF THE FUND............................................................................................. 22


4.1
4.2
4.3
4.4
4.5

THE FUNDS AVERAGE TOTAL RETURNS ............................................................................ 22


THE FUNDS ANNUAL TOTAL RETURNS .............................................................................. 22
THE FUNDS DISTRIBUTION RECORDS ................................................................................ 23
THE FUNDS PORTFOLIO TURNOVER RATIO (PTR) ........................................................... 23
THE FUNDS ASSET ALLOCATION........................................................................................ 23

5.0 HISTORICAL FINANCIAL HIGHLIGHTS OF THE FUND ................................................ 24


5.1 EXTRACT OF FINANCIAL STATEMENTS OF THE FUND ........................................................ 24
5.2 TOTAL ANNUAL EXPENSES OF THE FUND IN FINANCIAL YEAR ENDED 31 DEC 2014......... 25
5.3 MANAGEMENT EXPENSE RATIO OF THE FUND ................................................................... 25
6.0 CHARGES, FEES AND EXPENSES ......................................................................................... 26
6.1 CHARGES .............................................................................................................................. 26
6.2 FEES AND EXPENSES............................................................................................................. 26
6.2.1 Management Fee .................................................................................................... 26
6.2.2 Trustee Fee .............................................................................................................. 27
6.2.3 Other Expenses ....................................................................................................... 27

6.3 OTHER FEES AND CHARGES ................................................................................................ 27


6.4 POLICY ON REBATES AND SOFT COMMISSION .................................................................... 27
6.5 GST....................................................................................................................................... 27
7.0 TRANSACTION INFORMATION ............................................................................................ 28
7.1 DETERMINATION OF PRICES ................................................................................................ 28
7.1.1 Forward Pricing ...................................................................................................... 28
7.1.2 Valuation Point ....................................................................................................... 28
7.1.3 NAV per Unit ........................................................................................................... 28
7.1.4 Selling and Repurchase Price per Unit .................................................................. 28
7.2 TRANSACTION DETAILS ....................................................................................................... 30
7.2.1 Procedures for Purchase and Repurchase of units ................................................ 30
7.2.2 Minimum Initial Investment .................................................................................. 30
7.2.3 Minimum Additional Investment ........................................................................... 30
7.2.4 Minimum Repurchase Amount .............................................................................. 30
7.2.5 Minimum Holding .................................................................................................. 30
7.2.6 Procedure on Transfer of Units .............................................................................. 31
7.2.7 Cooling-off Period .................................................................................................. 31
7.2.8 Other transaction .................................................................................................... 31
7.3 DISTRIBUTION POLICY ......................................................................................................... 32
7.3.1 Policy on Auto-Reinvestment of Distribution Amount ......................................... 32
7.3.2 Reinvestment of Distribution Income..................................................................... 32
7.3.3 Auto-Reinvestment of Distribution Cheques.......................................................... 32
7.4 OTHER INFORMATION.......................................................................................................... 33
7.4.1 Unclaimed Moneys ................................................................................................. 33
7.4.2 Period of Realisation of Repurchase Moneys ........................................................ 33
7.4.3 Reports to Unit Holders .......................................................................................... 33
7.4.4 Information on Current Price/Net Asset Value (Per Unit) .................................... 33
7.4.5 Rejections ................................................................................................................ 33
7.4.6 Applicants ................................................................................................................ 34
7.4.7 Jointholders ............................................................................................................. 34
7.4.8 Recognition of Investor as Unit Holder ................................................................. 34
7.4.9 Receipt and Investment Statement ......................................................................... 35
7.4.10 Loan Financing to Purchase Units ........................................................................ 35
7.4.11 Lodging a Complaint .............................................................................................. 35
8.0 THE MANAGEMENT COMPANY ........................................................................................... 36
8.1
8.2
8.3
8.4
8.5
8.6

CORPORATE INFORMATION ................................................................................................. 36


Summarised Financial Position of the Manager for the Past 3 Years ............................ 36
The Board of Directors ....................................................................................................... 37
Key Management Staff ....................................................................................................... 39
Internal Audit Function ..................................................................................................... 40
INVESTMENT MANAGEMENT FUNCTION ............................................................................. 40
8.6.1 The Investment Committee ..................................................................................... 40

8.6.2 The Investment Team ............................................................................................. 41


8.6.3 The External Fund Manager ................................................................................. 41
8.7 MATERIAL LITIGATION ....................................................................................................... 43
9.0 TRUSTEE OF THE FUND ......................................................................................................... 44
9.1 PROFILE OF MAYBANK TRUSTEES BERHAD ....................................................................... 44
9.2 MTBS FINANCIAL POSITION .............................................................................................. 44
9.3
9.4
9.5
9.6
9.7
9.8
9.9

EXPERIENCE IN TRUSTEE BUSINESS..................................................................................... 44


BOARD OF DIRECTORS ......................................................................................................... 44
KEY PERSONNEL .................................................................................................................. 45
DUTIES AND RESPONSIBILITIES OF THE TRUSTEE .............................................................. 45
DELEGATES OF THE TRUSTEE.............................................................................................. 46
TRUSTEES STATEMENT OF RESPONSIBILITY .................................................................... 46
MATERIAL LITIGATION AND ARBITRATION........................................................................ 47

10.0 SALIENT TERMS OF DEED..................................................................................................... 49


10.1 RIGHTS OF UNIT HOLDERS .................................................................................................. 49
10.2 LIABILITIES AND LIMITATION OF UNIT HOLDERS .............................................................. 49
10.3 MAXIMUM FEES AND CHARGES PERMITTED BY THE DEED ............................................... 49
10.4 PROCEDURES TO INCREASE FEES AND CHARGES ............................................................ 49
10.5 EXPENSES PERMITTED BY THE DEED .................................................................................. 50
10.6 RETIREMENT, REMOVAL OR REPLACEMENT OF THE MANAGER....................................... 50
10.7 RETIREMENT, REMOVAL OR REPLACEMENT OF TRUSTEE ................................................ 51
10.8 POWER OF THE TRUSTEE TO REMOVE, RETIRE OR REPLACE THE MANAGER.................. 51
10.9 TERMINATION OF THE FUND................................................................................................ 51
10.10 MEETING OF UNIT HOLDERS .............................................................................................. 51
10.11 THE DEED ............................................................................................................................. 52
11.0

APPROVALS AND CONDITIONS ....................................................................................... 52

12.0

RELATED-PARTY TRANSACTIONS/CONFLICT OF INTEREST ............................... 52

13.0

EXPERTS REPORT .............................................................................................................. 53

14.0

ADDITIONAL INFORMATION ........................................................................................... 53

15.0

TAXATION OF THE FUND .................................................................................................. 54

16.0

CONSENTS.............................................................................................................................. 61

17.0

DOCUMENTS AVAILABLE FOR INSPECTION .............................................................. 61


APPLICATION FORM & LOAN FINANCING RISK DISCLOSURE STATEMENT
STATEMENT

DEFINITIONS
In this Prospectus, the following abbreviations or words shall have the following meanings unless
otherwise stated:Business Day

A day on which the Bursa Malaysia is open for trading and which is not a
gazetted public holiday in the state of Sabah.

CMSA

The Capital Markets and Services Act 2007.

Deed

The Third Supplemental Deed dated 21 April 2008 entered into between
the Manager, Saham Sabah Berhad and the Trustee, Maybank Trustees
Berhad for the Unit Holders of the Fund.

FBMKLCI

FTSE Bursa Malaysia Kuala Lumpur Composite Index (KLCI).

Forward Pricing

The Repurchase/Selling price per unit is based on the Net Asset Value per
unit of the Fund as at the next valuation point, after the request for
repurchase/application for units from the Unit Holder is received by the
Manager.

Fund or SAS

Saham Amanah Sabah

GST

Goods and Services Tax

LPD

Refers to the Latest Practicable Date which is 28 August 2015. All


information provided shall remain current and relevant as at such date.

Management
Expense Ratio
(MER)

The ratio of the sum of the fees and the recovered expenses of the Fund to
the average value of the Fund calculated on a daily basis.

Manager or SSB

Saham Sabah Berhad

MXASJ

MSCI AC (All Country) Asia Ex Japan Index is a free float-adjusted market


capitalization weighted index that is designed to measure the equity market
performance of Asia, excluding Japan. The MSCI AC Asia ex Japan Index
consists of the following 10 developed and emerging market country
indices: China, Hong Kong, India, Indonesia, Korea, Malaysia,
Philippines, Singapore, Taiwan, and Thailand.

Net Asset Value


(NAV)

The value of the Fund after deduction of all the Funds liabilities from the
value of all the Funds 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 trustee fee for the
relevant day.

NAV per unit

The NAV per unit is the NAV of the Fund divided by the number of units in
circulation at the valuation point. It forms a basis upon which the prices of
units of the Fund are calculated.

Portfolio Turnover
Ratio (PTR)

The ratio of the average acquisitions and disposals of investments of the


Fund for the year to the average value of the Fund calculated on a daily
basis.

Repurchase Price
per unit

The price payable by the Manager to a Unit Holder of the Fund which is
equal to the NAV per Unit as at the next valuation point of the Funds
relevant Business Day (Forward Pricing) after the repurchase request is
received by the Manager.

RM

Ringgit Malaysia

Sabah Origin

The term "Sabah Origin" means belonging to the State of Sabah as


described in Section 71 (1) of the Immigration Act 1959/1963. Any person
shall be treated as person of Sabah Origin if:a.
b.
c.

he is and has within the preceding two years been a permanent


resident in Sabah; or
he is born in Sabah and one of his parents at the time of the birth is a
permanent resident; or
he is registered as an ordinary resident in Sabah on Malaysia day.

SC

Securities Commission Malaysia

Selling Price per


unit

The price payable by an investor or a Unit Holder of the Fund for the
purchase of a Unit of the Fund. The Selling Price of a Unit shall be equal
to the NAV per Unit as at the next valuation point of the Funds relevant
Business Day (Forward Pricing) after the application for Units is
received by the Manager. A sales charge may be computed separately
based on the net investment amount/purchase amount.

Trustee

Maybank Trustees Berhad

Unit Holder

The person for the time being registered under the provisions of the Deed
as the holder of units and includes the Joint Holder and the Manager.

Valuation Point

Valuation Point refers to a time on a Business Day which the Manager


decides to conduct a valuation on the NAV of the Fund. A final valuation
of the Fund is carried out at the end of the day immediately upon the
closing of Bursa Malaysia (Forward Pricing). For quoted investments in
foreign markets, the investments will be valued at the close of Bursa
Malaysia or the close of the last market in which the Fund is invested,
whichever is later.

CORPORATE DIRECTORY
The Manager

SAHAM SABAH BERHAD


(303418-V)

Registered Office

Suite 1-9-W2, W3 & W4,9th Floor, CPS Tower


Centre Point Sabah
No. 1, Jalan Centre Point
88000 KOTA KINABALU
SABAH

Mailing Address

Locked Bag 2071


88999 KOTA KINABALU
SABAH

Telephone No.

Fax

E-mail Address

Website
Internal Auditor (delegated function)

External Fund Manager

088-266588 / 254967 / 254968

088-262588

enquiry@sahamsabah.com.my
sasserve@yahoo.com
www.sahamsabah.com.my
Messrs. Tan & Associates (AF-0901)
Chartered Accountants
G-37-3, 3rd Floor, Signature Office
KK Times Square
Off Coastal Road
88100 KOTA KINABALU
SABAH
Tel.: 088-486757 / 486857
Fax: 088-486957

Affin Hwang Asset Management Berhad


(Affin Hwang AM)
(429786-T)
Suite 12-03, 12th Floor, Menara Keck Seng
203 Jalan Bukit Bintang, 55100 KUALA LUMPUR
Tel.: 03-21421881
Fax : 03-21431881
E-mail: customercare@affinhwangam.com

The Trustee

Maybank Trustees Berhad (5004-P)


8th Floor, Menara Maybank
100 Jalan Tun Perak
50050 KUALA LUMPUR
Tel.: 03-20788636
Fax : 03-20709387
E-mail: mtb@maybank.com.my

Delegate of the Trustee

Malayan Banking Berhad


(Maybank Custody Services)
8th Floor Menara Maybank
100 Jalan Tun Perak
50050 KUALA LUMPUR
Tel.: 03-20708833
E-mail: custody@maybank.com.my
Standard Chartered Bank Malaysia Berhad (115793-P)
Level 16, Menara Standard Chartered
30, Jalan Sultan Ismail
50250 KUALA LUMPUR
E-mail: my.securitiesservices@sc.com

Board of Directors of the Manager


(non-executive)

YB Datuk Makin @ Marcus Mojigoh (Independent)


Datuk Hj. Naim Ahmad (Independent)
Datuk Hj. Hassan Ibrahim (Independent)
Datuk Kevin K. How (Independent)
Datuk Peter S.M. Thien (Non-independent)
Datuk Godfrey Gregory Joitol (Independent)
Datuk Hjh. Maznah Binti Hj. Abdul Ghani (Independent)

Investment Committee

Datuk Hj. Naim Ahmad (Independent)


Datuk Hj. Hassan Ibrahim (Independent)
Mr. Shiak Vui Ming (Independent)
Datuk Peter S.M. Thien (Non-independent)
Datuk Hjh Maznah Binti Hj. Abdul Ghani (Independent)
Datuk Nellie Sikodol (Non-independent)

Audit & Compliance Committee

Company Secretary

Datuk Kevin K. How (Independent)


Datuk Godfrey Gregory Joitol (Independent)
Mr. Chieng Shaw An (Independent)

Ms Aisah Sayadi (LS 0008495)


Locked Bag 2071
88999 KOTA KINABALU, SABAH

Federation of Investment Managers


Malaysia (FIMM)

FIMM (272677-P)
19-06-1, 6th Floor, PNB Damansara
No. 19, Lorong Dungun
Damansara Heights
50490 KUALA LUMPUR

Auditors & Reporting Accountants

Ernst & Young (AF: 0039)


Chartered Accountants
Suite 1-10-W1
10th Floor, CPS Tower
Centre Point Sabah
No. 1, Jalan Centre Point
88000 KOTA KINABALU
SABAH

Tax Advisors

Ernst & Young Tax Consultants Sdn Bhd


(179793-K)
Suite 1-10-W1
th
10 Floor, CPS Tower
Centre Point Sabah
No. 1, Jalan Centre Point
88000 KOTA KINABALU
SABAH

Principal Bankers

Alliance Bank Malaysia Berhad


Wisma Tun Fuad Stephens, Jalan Tuaran,
Tower A, Karamunsing,
88990 KOTA KINABALU
SABAH
Malayan Banking Berhad
Menara Maybank
100 Jalan Tun Perak
50050 KUALA LUMPUR

Solicitors

Messrs. Antin Zakaria & Rauf


Lot No. 20, 1st Floor, Block D
Sadong Jaya
88000 KOTA KINABALU
SABAH

This section is only a summary of the salient information of the Fund. You should read
and understand the whole Prospectus before investing in the Fund.

1.0

KEY DATA
1.1 Fund Information
Details at
page(s)
Name of Fund

Saham Amanah Sabah

Fund Category

Equity Fund

Fund Type

Income and Growth Fund

Launch Date

10 October 1994

Approved Fund Size

1.5 billion units

Financial Year End

31 December

Investment Objective

The primary investment objective of the Fund is to


produce a reasonable rate of return for Unit Holders
over the medium to long term (3 years and above)
without exposing their investment to undue risk
through various types of investments.

16

Investment Policy,
Strategy & Asset
Allocation

To meet the investment objective, up to 98% of the


Net Asset Value (NAV) may be invested in a
diversified portfolio of equities, with up to 50% of
the NAV in foreign equities. The Fund may also
invest in fixed income instruments. Liquid assets
level is maintained at minimum 2% of the NAV.

16 & 18

Performance
Benchmark

Weighted average of the following:


1) 70% of the FTSE Bursa Malaysia Kuala
Lumpur Composite Index (KLCI)
2)

18

30% of the MSCI AC Asia ex Japan (MXASJ)

Principal Risks

Stock Market Risk, Individual Stock Risk, Currency


Risk and Country Risk.

14 15

his section
Investors Profile

The Fund is open to individuals, companies and


institutions. It is suitable for investors who:
prefer a medium to long term investment horizon
want to achieve an adequate level of income and
capital gain at an acceptable level of risk.

Distribution Policy

The Fund may distribute a portion of its net income


and net realised capital gains which are available for
distribution at the discretion of the Manager.

1.2 Fees and Charges


a)

Charges Imposed on Purchase or Sale of Units


This table describes the charges that you may directly incur when you buy or redeem
units of the Fund.
Charges
Sales charge per unit *
(service charge)

Rate
3.5% of NAV per unit of the Fund,
subject to a maximum charge of 3
sen per unit.

Repurchase charge per unit

None

Dilution fee/transaction cost


factor
Other charges payable directly by
the investor (e.g. switching
charges, transfer charges, bank
charges, etc)

None
Transfer fee RM3.00

* The implementation of GST is effective 1 April 2015 at the rate of 6% and the sales
charge payable is exclusive of GST.
Note: The Manager may, for any reason at any time, waive or reduce the amount of the
sales charge at its absolute discretion. Investor may also negotiate for a lower sales
charge, depending on the amount of investment.

10

b)

Fees Incurred on Investing in the Fund


This table describes the fees that you may indirectly incur when you invest in the Fund.
Fees and Expenses
Annual Management Fee *

Rate
1.5% per annum of the NAV of the Fund
calculated on a daily basis.

Annual Trustee Fee *

0.045% per annum of the NAV of the Fund


calculated on a daily basis.

Other expenses of the Fund

a) Auditors
and
other
relevant
professional fees;
b) All other expenses that are directly
related and necessary to the business of
the Fund as set out in the Deed.
None

Other fees payable indirectly by


an investor (if any)
*

The implementation of GST is effective 1 April 2015 at the rate of 6% and the
fees payable are exclusive of GST.

1.3 Other Information


(a)

Deed of the Fund


The Third Supplemental Deed dated 21 April 2008.

(b)

Customer Service
Unit Holders can seek assistance from the customer service personnel from 9.00 a.m. to
3.30 p.m. during any business day.

(c)

Transaction Details

Minimum holding
(Refer to Paragraph 7.2.5 for
details)

The minimum holding is one thousand (1,000)


units.

Minimum additional investment

There are no minimum units for additional


investment.

The minimum repurchase amount

Unit Holders may repurchase any amount of units


subject to a minimum holding of one thousand
(1,000) units.

Restriction on the frequency of


repurchase

None.

11

Information on cooling-off period


(Refer to Paragraph 7.2.7 for details)

Six (6) Business Days from the date of receipt of


the application for the units by the Manager.

Transfer of Units

A Unit Holder may fully or partially transfer his


units to another Unit Holder. In the event of a
partial transfer, both the transferor and the
transferee must each hold a minimum holding of
one thousand (1,000) units after the transfer.

(a)

Normal transfer

Transfer process is done by completing the


relevant form and submission of required
documents of the transferor and transferee.

(b)

Deceased Unit Holder

Transfer process is also done by completing the


relevant form and submission of required
documents of the transferor (deceased) and
transferee.

Distribution reinvestment option


(Refer
to Paragraph 7.3.2 for
details)

Income distribution payment

Reinvestment of distribution income may be done


upon instruction from the Unit Holder, subject to
certain criteria. There is no incidental cost
associated with reinvestment.
Payment of distribution, if any, may be
automatically reinvested if the Manager deemed the
amount uneconomical to pay out. In normal
circumstances, income distribution is made out in
the form of cheque or direct credit. The cheque will
be posted to the registered address of the Unit
Holder and is valid for a six (6) months period
(from the date of the distribution cheque) and can
be renewed for a further period at the discretion of
the Manager.

There are fees and charges involved and investors are advised to consider them before investing
in the Fund.
Unit prices and distributions payable, if any, may go down as well as up.
For information concerning certain risk factors which should be considered by prospective
investors, see risk factors commencing on page 13.
Past Performance of the Fund is not an indication of its future performance.

12

2.0

RISK FACTORS

2.1

General Risks of Investing in Unit Trust Funds


Any type of investment carries with it an element of risk. Risks generally refer to the extent in which
an investment may fluctuate in value. The following are risks involved in investing in unit trusts:
a.

Market Risk
Since a unit trust fund invests in marketable securities, exposure to market risks is
unavoidable. Fluctuations on the market performance of the Bursa Malaysia will affect the
price of the units. Therefore, as market conditions change, the value of units may go up as well
as down.

b.

Individual Stock Risk


Any major price fluctuations of a particular stock invested by the fund may affect the NAV
and thus impact (adversely or favourably) on the prices of units. Diversification of investment
can help to reduce but does not eliminate this risk.

c.

Fund Management Risk


The selection of securities which make up the assets of the fund is a subjective process.
Securities selected by the investment manager may perform better or worse than the overall
market, or as compared to portfolios selected by their competitors.

d.

Loan Financing Risk


This risk occurs when an investor borrows to finance the purchase of units in a fund. In the
event that the value of the investment drop to a certain level, the financier may require
additional collateral or when interest rates go up, he may be burdened with a higher cost of
financing.

e.

Interest Rate Risk


The interest rate risk is particularly significant in bond funds as bond prices generally move in
the opposite direction of the interest rates. The value of a fund's investment portfolio will be
reduced if bond prices fall as a result of upward movements in the interest rates.

f.

Credit/Default Risk
Credit/Default risk is also significant in bond funds and this risk refers to the possibility that
the issuer of a security will not be able to make timely payments of interest or principal
repayments.

g.

Inflation / Purchasing Power Risk


This risk refers to the risk that the value of a unit trust investment may be eroded if inflation is
constantly higher than the rate of returns on investment, or the level of purchasing power of
income received from unit trust investment may not keep pace with inflation.

13

h.

Distribution of income is not guaranteed


As the unit trust income distribution to unit holders is derived from the income of its
investments, investors should be aware that distributions are not guaranteed and past
performance of a unit trust fund is not indicative of its future performance.

i.

Liquidity Risk
Liquidity risk is significant in stock market-related investment and it refers to the risk that the
security invested cannot be readily sold and converted into cash without taking a discount.
This will result in lower NAV of the fund.

j.

Currency Risk
Currency risk is associated with investments that are denominated in foreign currencies. When
the foreign currencies fluctuate unfavourably against the RM, the investments will face
currency losses in addition to the capital gains/losses. This will lead to a lower NAV of the
fund.

k.

Country Risk
The stock price may be affected by the political and economic conditions of the country in
which the stocks are listed. Careful consideration shall be given to risk factors such as
liquidity, political and economic environment before any investments are made in a foreign
country.

l.

Non-Compliance Risk
The risk that the Manager and others associated with the fund did not comply with the deed of
the fund, the law that governs the fund, or the internal policies, procedures and controls. The
non-compliance may expose the fund to higher risk that may result in a reduction in the value
of the fund.

Investors are reminded that the above list of risks may not be exhaustive and if necessary, they
should consult a professional adviser for a better understanding of the risks.

2.2

Specific Risk of the Fund


a.

Stock Market Risk


The value of the Funds investments is subject to the fluctuations of the markets it invests in
and the performance of those investments.

b.

Individual Stock Risk


The Funds portfolio consists of a spread of counters. However, the weak performance of
individual counters can affect the Funds overall NAV and therefore the price of the unit. This
risk can be mitigated through the well-diversified nature of Funds portfolio.

14

c.

Currency Risk
The value of the Fund will be exposed to foreign exchange risk if a percentage value of the
Fund is invested in foreign currency or assets denominated in foreign currency. Fluctuations
in foreign exchange rates will affect the value of the Funds foreign investments upon
conversion to RM and subsequently impact the value of the Unit Holders investments. The
risk can be minimised through hedging of currencies to mitigate the adverse currency
movements and/or through investing in a wide range of foreign currency denominated assets
thus diversifying the risk of single currency exposure.

d.

Country Risk
The stock price may be affected by the political and economic conditions of the country in
which the stocks are listed. Careful consideration shall be given to risk factors such as
liquidity, political and economic environment before any investments are made in a foreign
country.

e.

Loan Financing Risk


Unit Holders should assess the inherent risk of investing with borrowed monies which includes
risk of an increase in interest rates. Should Unit Holders provide units as collateral, they may
be required to provide additional collateral should the Funds unit price fall beyond a certain
level.

2.3

Risks of Investing in the Fund


It is important to note that when investors invest in the Fund, they should be prepared to accept a
degree of risk as most investments are affected by market conditions as well as by particular stock
risks. As a result, the Manager is unable to guarantee the distribution of income and capital
appreciation of the Fund.
Nevertheless the Manager through the External Fund Manager aims to manage the risk by
monitoring the market and by careful selection of portfolios. By investing in a variety of individual
securities, the Fund offers the key benefit of immediate diversification. Diversification can help
lessen the risk that the performance of any single security will compromise the portfolios overall
performance.
Furthermore, since investors can also purchase units through loan financing, they must also consider
the risk of borrowing. Borrowing to invest in unit trust increases the opportunity for loss as well as
profit. If unit price falls beyond a certain level or if there is no income distribution made by the
Manager, the borrower may be required to pay additional amounts on top of the normal monthly or
annual installments. If the borrower fails to comply within the time prescribed, the units may be sold
to settle the loan. In addition to this, if the loan is a variable rate loan, and if interest rates rise, the
bank may increase the repayment amount. The Manager on its part will ensure that investors
understand the implications of taking loan financing to invest in the Fund. Investors taking loan
financing are required to read and sign a Loan Financing Risk Disclosure Statement together with
the application form.

15

3.0

THE FUND
3.1 Investment Objective and Investment Strategy of the Fund
The Fund's Investment Objective
The primary investment objective of the Fund is to produce a reasonable rate of return for Unit
Holders over the medium to long term (3 years and above) without exposing their investment
to undue risk through various types of investments.
Note : In the event that there are material changes to the investment objectives of the Fund,
the approval of the Unit Holders would be required.

Affin Hwang Asset Management Berhad (Affin Hwang AM)


Investment Objective
Affin Hwang AMs investment objective is to seek consistent capital appreciation over the
medium to long term by investing in listed Malaysian and foreign companies with good
growth prospects.
Asset Allocation
The Fund may invest up to 98% in equities. The Fund aims to be at least 70% invested at all
times, but as part of the temporary defensive strategy, the Fund may temporarily lower the
equity exposure to below the above stated range. The Fund may selectively invest in
debentures as well. The minimum liquid assets level for the Fund is 2%. Affin Hwang AMs
decision on equities exposure is decided after considering the outlook for the stock market
over the medium to long term horizon. This entails studying relevant economic and business
statistics, leading and sentiment indicators to forecast the economy and the stock market. Affin
Hwang AM may take temporary defensive positions that may be inconsistent with the
principal investment strategy below in response to adverse market, economic, political and
other conditions. Defensive positions would be characterized as increasing the Funds cash
exposure (reducing equities exposure) and/or raising the Funds exposure to defensive sectors
e.g. companies that operate in stable industries and have predictable cash flows.
Investment Strategy
The fundamental investment process will be driven by key investment and sectoral themes
prevailing in the market at any period in time. Fundamental analysis will be conducted to
determine the attractiveness of specific stocks based on sectoral themes. This analysis will
take into account information gathered during company visits, key earnings drivers and
earnings revision trends for the company, valuation relative to our estimates of intrinsic value
as well as the competency of its management. Various tools will be used to facilitate the
valuation process, including price over earnings ratio, the discounted cash flow model and
enterprise value over earnings before interest, depreciation and taxation.
The Fund also favours companies that practice good corporate governance, as they generally
command higher market valuation and potentially better returns for investors over a medium
investment horizon.

16

The Fund will also invest in small to medium capitalised companies that are likely to develop
into future industry leaders. Whilst such companies are normally associated with higher risks,
the potential return could also be very rewarding, if the right companies are selected. Affin
Hwang AM will dedicate resources through primary research including company visits and
developing earnings models, in search of these companies.
Affin Hwang AM believes opportunities to maximise returns exist, irrespective of bull or bear
market conditions. Affin Hwang AM will practise a tactical asset allocation approach, where
the fund manager will have the flexibility to remain invested during periods of market upturn,
or liquidate investments before values are eroded. Whilst the selection of stocks is based on
fundamental analysis, timing of purchases and sales will be aided by technical analysis.
Affin Hwang AM may adopt an active and frequent trading strategy in meeting the Funds
investment objectives(s).
To meet its investment objective, the Fund may also invest into collective investment schemes
that are in line with the Funds investment objective. Additionally, the Fund may also reduce
the risk to the Fund by adding exposure in fixed income instruments. The Fund may also
invest in structured products, such as equity-linked notes (ELN). As the ELNs are structured
by a third party, investments into these instruments will result in the Fund being exposed to
credit/default risk. Similarly, as the price of ELNs are generally linked to an underlying equity
/ basket of equities, the investments into these structured products will also expose the Fund to
similar risks as investing into a direct equity i.e. equity risks. Therefore, the exposure into
structured products is not expected to be significant, relative to the size of the Fund.

Risk Management
Risk management policies and procedures have been incorporated into the various manuals to
ensure proper management of risks to which Affin Hwang AM and the clients are exposed to.
Affin Hwang AMs risk policies and measurements and reporting methodologies are subject to
regular review, particularly prior to the commencement of new services or products or when
there are significant changes to the products, services or relevant legislation, rules or
regulations that might impact Affin Hwang AMs risk exposure.
Affin Hwang AM also adopts a comprehensive portfolio risk management protocol in order to
manage potential portfolio risk. Risk management is built into the portfolio construction
process taking into consideration country, industry and individual stock weightings relative to
the benchmark. Portfolio risk is controlled through diversification at the company, country and
industry level to prevent off benchmark bets and to maximise return/risk potential.
Independent checks and review of portfolios conducted by the compliance department are also
in place to ensure that the Funds guidelines and objectives as well as regulatory constraints,
are adhered to. Performance targets will be set against the appropriate benchmarks; absolute
and relative for example against the FBMKLCI for conventional mandates. Portfolios are
constructed and managed within the present investment guidelines i.e. the risk budgets that
include targeted number of stocks to achieve a well diversified portfolio and limits at both
sector and stock levels in order to mitigate specific risk exposure to any sector or company.

17

3.2 Investments in Foreign Markets


The Fund may invest up to 50% (or such other percentage as may be permitted by the relevant
authorities from time to time) of the Funds NAV in securities of foreign markets provided
always that the foreign market invested in is a market where its regulatory authority is a
member of the International Organisation of Securities Commissions (IOSCO).
Investment Objective
The objective of investments in foreign markets is to provide capital growth and consistent
yield over the medium to long term via investment in the best companies primarily in Asia
Pacific region that offer solid mix of good dividend yield, value, Earning per Share (EPS)
growth and rising Return on Equity (ROE) while at the same time consistently be on the look
out for emerging blue chip companies. Investing in foreign markets provides diversification by
exploiting the lower correlation between the local equity market and other markets in this
region whilst at the same time offering potentially higher returns on investment.
Investment Strategy
The strategy for investments in foreign markets will be based on themes and sectors, as
opposed to benchmarking the relevant indices. Within these themes or sectors, the Fund
Manager will employ a bottom-up or stock-picking strategy. The themes or sectors that the
Fund Manager chooses to invest in will obviously change over time depending on investment
and economic cycles of the relevant markets or industries. The traditional fundamental
quantitative analysis will be complemented by quantitative research. Quantitative research
capitalises on technology to analyse large amount of data with the objective of enhancing stock
selection process, which is also a critical part the investment process. Key factors to consider
include the value (Price/Earning, Price-to-Book or dividend yield) and growth potential
(normally exhibited in earnings or free cash flow).
To meet its investment objective, the Fund may also invest into collective investment schemes
that are in line with the Funds investment objective. Additionally, the Fund may also reduce
the risk to the Fund by adding exposure in fixed income instruments. The Fund may also
invest in structured products, such as equity-linked notes (ELN). As the ELNs are structured
by a third party, investments into these instruments will result in the Fund being exposed to
credit/default risk. Similarly, as the price of ELNs are generally linked to an underlying equity
/ basket of equities, the investments into these structured products will also expose the Fund to
similar risks as investing into a direct equity i.e. equity risks. Therefore, the exposure into
structured products is not expected to be significant, relative to the size of the Fund.

Risk Management
Aside from the usual evaluation of the investment in isolation (e.g. business prospects,
management credibility, valuations etc.), overseas investing would entail additional risks.
These risks include political and country risks, and currency risks. These risks would need to
be assessed in tandem with the individual stock risk. The Fund Manager may hedge foreign
currency exposure to mitigate adverse currency movements and as such, the Fund Manager
will have to evaluate and come to an opinion on the prospects of the foreign currency vis--vis
the RM. As for political and country risks, again this will be based on the Fund Managers
evaluation. In summary, the assessment of individual stocks and other additional risks will be
conducted through visiting the respective countries, meeting up with management, site visits,
teleconferencing, through investment conferences and broker and independent research.

18

3.3 Benchmark
The performance of the Fund is benchmarked against the weighted average of 70% of the
FTSE Bursa Malaysia Kuala Lumpur Composite Index (KLCI) + 30% of the MSCI AC Asia
Ex-Japan (MXASJ). The daily closing index of the KLCI and MXASJ can be obtained from
the Bursa Malaysia and Bloomberg L.P. respectively.
3.4 Scopes of Investments
The Manager will ensure that investments are relevant and consistent with the objectives of the
Fund and in compliance with the SCs Guidelines on Unit Trust Funds (the Guidelines),
internal policies and procedures and the Deed.

Permitted Investments:
i.

Securities of Malaysian companies listed on the Bursa Malaysia;

ii.

Units of unrelated property trust funds listed on the Bursa Malaysia;

iii.

Securities listed or traded on foreign markets where the regulatory authority is a member
of the International Organization of Securities Commissions (IOSCO);

iv

Unlisted securities that have been approved by the SC for listing and quotation on the
Bursa Malaysia, which are offered directly by the company approved for listing, by way
of private placement or on a tender basis ;

v.

Malaysian Government Securities, Treasury Bills, Bank Negara Malaysia Certificates


and Government Investment Certificates;

vi.

Malaysian currency balances in hand, Malaysian currency deposits with commercial


banks, finance companies, merchant banks and Bank Islam Malaysia Berhad, including
Negotiable Certificates of Deposit and placements of money at call with discount houses;

vii. Cagamas bonds, bankers acceptances, unlisted loan stocks and corporate bonds that are
traded in the money market and either bank-guaranteed or carrying at least BBB rating
by Rating Agency of Malaysia Berhad (RAM) and private debt securities that have an
equivalent rating by RAM; and
viii. Any other form of investments as may be permitted by the relevant authorities from time
to time.
Investment Restrictions:
Accordingly, the investments shall be subject to the following limits or any other limits as may
be prescribed by the SC from time to time:
i.

The value of the Funds investments in ordinary shares issued by any single issuer must
not exceed 10% of the Funds NAV.

19

ii.

The value of the Funds investments in equities, debentures, warrants and money market
instruments issued by any single issuer must not exceed 15% of the Funds NAV.

iii.

The value of the Funds placements in deposits with any single institution must not
exceed 20% of the Funds NAV.

iv.

For investments in derivatives (a)


(b)

the exposure to the underlying assets must not exceed the investment spread limits
stipulated in the Guidelines; and
the value of the Funds over-the-counter (OTC) derivative transaction with any
single counter-party must not exceed 10% of the Funds NAV.

v.

The value of the Funds investments in structured products issued by a single counterparty must not exceed 15% of the Funds NAV.

vi.

The aggregate value of a Funds investment in equities, debentures, warrants, money


market instruments, deposits, OTC derivatives and structured products issued by or
placed with (as the case may be) any single issuer/institution must not exceed 25% of the
Funds NAV.

vii.

The value of the Funds investments in units/shares of any collective investment scheme
must not exceed 20% of the Funds NAV.

viii.

The value of the Funds investments in equities, debentures, warrants and money market
instruments issued by any group of companies must not exceed 20% of the Funds NAV.

ix.

The Funds investments in foreign markets must not exceed 50% of the Funds NAV.

x.

The Funds investments in equities and warrants must not exceed 10% of the securities
issued by any single issuer.

xi.

The Funds investments in debentures must not exceed 20% of the debentures issued by
any single issuer.

xii.

The Funds investments in money market instruments must not exceed 10% of the
instruments issued by any single issuer.

xiii.

The Funds investments in collective investment schemes must not exceed 25% of the
units/shares in any collective investment scheme.

Use of Brokers
The Managers internal guideline on the use of any broker for the Fund shall not exceed 30%
of the Funds dealings in value in any one financial year of the Fund.

Other Restrictions
i.
The Manager shall not, without the prior approval of the Trustee, invest any monies
available under the Deed in any securities, property and assets in which the Manager or
any officer of the Manager has a financial interest or from which the Manager derives a
benefit.

20

ii.

The Manager shall not act as principal in the sale and purchase of securities, property
and assets to and from the Fund.

3.5 Gearing and Minimum Liquid Assets Requirement


The Fund is not permitted to borrow cash or other assets (including the borrowing of securities
within the meaning of the Guidelines on Securities Borrowing and Lending) in connection
with its activities.
Except for securities lending as provided under the Guidelines, none of the cash or investments
of the Fund may be lent. Further, the Fund may not assume, guarantee, endorse or otherwise
become directly or contingently liable for in connection with any obligation or indebtedness of
any person.
The level of liquid assets in the Fund shall be at least 2% of the NAV. However, the minimum
level of liquid assets may be reviewed during the term of this Prospectus by the Investment
Committee in consultation with the Trustee.

3.6 Bases of Valuations


i.

For quoted securities on any recognized Stock Exchange, the securities will be valued
based on the last done market price of the respective exchanges. For foreign portfolio the
valuation point may be extended to 5.00 p.m. the next day of Bursa Malaysia to
accommodate markets that are still opened after 5.00 p.m. the same business day due to
different time zones;

ii.

Unlisted investments are valued at the lower of cost and fair value as determined by the
Manager, verified by the Auditor and approved by the Trustee;

iii.

For fixed income securities which are listed in an eligible exchange, the investments will
be valued based on the last done market price of the securities. Unlisted fixed income
securities will be valued on daily basis using fair value prices quoted by a bond pricing
agency (BPA) registered with the SC;

iv.

Suspended securities are valued at fair value as determined by the Manager, verified by
the Auditor and approved by the Trustee;

v.

All futures and options contracts will be valued based on the last done market price;

vi.

Investment in collective investment schemes, which are quoted on an approved


exchange, will be valued in the same manner as other listed securities as described above.
For investments in unlisted open-ended unit trusts, valuation will be by reference to the
unit trust managers last published NAV per unit.

21

4.0

PERFORMANCE OF THE FUND


4.1 The Funds Average Total Returns
31 Dec 2014
%
(2.84)
12.16
13.59
15.65

1 year
3 years
5 years
10 years

31 Dec 2013
%
15.61
11.56
25.03
16.69

31 Dec 2012
%
23.72
18.40
21.07
17.26

31 Dec 2011
%
(4.64)
28.61
22.14
14.95

31 Dec 2010
%
36.11
28.76
27.66
15.60

4.2 The Funds Annual Total Returns


31st
Dec

2014

2013

2012

2011

2010

2009

2008

2007

2006

2005

(2.84)

15.61

23.72

(4.64)

36.11

54.37

(4.18)

29.07

22.92

(13.65)

Note : With effect from January 2011, the Benchmark referred to 70% FBM KLCI + 30% MSAXJ, whereas
prior to that date the Benchmark used was FTSE Bursa Malaysia Kuala Lumpur Composite Index.
For the financial year ended 2014, the Fund had under-performed the benchmark by 1.56%. The Funds
total returns were negative 2.84% as compared to the benchmark at negative 1.28%.

Note :

The basis of calculation for the Fund Annual Total Return


Annual Total Return of the Fund = Capital Growth * + Income Distribution ** per annum on an
annualized basis.
* Capital growth = The percentage (%) increase /(decrease) in the NAV derived from the
opening and closing NAV of the Fund at the beginning and end of the
period under review.
** Income distribution = The rate of income distributed to unit holders for the year.

22

4.3 The Funds Distribution Records


31 Dec 2014
31 Dec 2013
31 Dec 2012
Distribution paid (RM)
18,831,000
49,920,000
46,882,262
Sen per unit (Gross)
1.50
4.01
3.90
Sen per unit (Net)
1.50
4.00
3.80
Distribution
derived
from
dividend, interest on short term
0.04
0.27
0.12
deposit (sen per unit) (gross)
Distribution
derived
from
realised capital gain (sen per
1.46
3.74
3.78
unit) (gross)
During the last financial year, a gross distribution of 1.50 sen per unit has been declared and
paid to all registered Unit Holders on 11 November 2014.
4.4 The Funds Portfolio Turnover Ratio (PTR)

PTR

2014
1.84

Financial Year Ended 31 December


2013
2.02

2012
2.19

The PTR for the financial year ended 31 December 2014 was lower as compared to the previous
year due to reduced selling and buying activities of the Fund.

4.5 The Funds Asset Allocation


Financial Year Ended 31 December
Local Equities
Sectors
Construction
Finance
Industrial Products
Infrastructure Project Companies
Plantation
Property
Consumer
Trading & Services
Real Estate Investment Trusts
Initial Public Offer (IPO)
Warrants & Loan Stocks
Foreign Equities
Liquid Assets
Total

2014

8.80
1.15
4.53
8.44
20.01
57.07
100.0

2013

2012

19.14
1.34
3.46
2.82
0.52
24.11
2.09
1.03
38.95
6.54
100.0

3.01
13.25
4.71
0.63
3.82
4.36
14.66
2.24
1.45
36.30
15.57
100.0

The investment in equities was lower in 2014 compared to 2013 due to the uncertainty
expectation of market condition in the regional as well as world market.

Past performance of the Fund is not an indication of its future performance

23

5.0

HISTORICAL FINANCIAL HIGHLIGHTS OF THE FUND

5.1

Extract of Financial Statements of the Fund


(a)

Extract of Statement of Comprehensive Income of the Fund


Period ended

Year ended

30-Jun-15
RM000

31-Dec-14
RM000

31-Dec-13
RM000

31-Dec-12
RM000

Investment Income

22,402

(12,388)

55,263

57,872

Total Expenses

(4,946)

(9,492)

(10,529)

(9,456)

Net investment income

17,456

(21,880)

44,734

48,416

Net income/(loss) before tax

17,456

(21,880)

44,734

48,416

Net income/(loss) after tax

17,414

(22,030)

44,574

47,848

(b)

Extract of Summarised Statement of Financial Position


As at

30-Jun-15
RM000

31-Dec-14
RM000

31-Dec-13
RM000

31-Dec-12
RM000

Total investments
Other assets

336,110
110,286

203,493
234,205

428,971
33,471

361,117
78,303

Total Assets

446,396

437,698

462,442

439,420

1,158

10,275

3,437

11,685

445,238

427,423

459,005

427,735

1,248,000

1,255,400

1,254,400

1,218,396

0.3568

0.3405

0.3659

0.3511

Total liabilities

Net Asset Value


Units in circulation
NAV per unit,
ex-distribution (RM)

24

5.2
Fund

SAS

Total Annual Expenses of the Fund in financial year ended 31 Dec 2014
Management Fee
RM000
%
6,814

1.50 *

Trustee Fee
RM000
%
204

0.045 *

Other Expenses
RM000
%
89

0.02 *

Total Annual Expenses


RM000
%
7,107

1.57 *

* Reflected as a percentage of average NAV

5.3

Management Expense Ratio of the Fund

MER (%)

2014
1.57

Financial Year Ended 31 December


2013
1.57

2012
1.56

Past performance of the Fund is not an indication of its future performance.


The audited financial statements of the Fund are disclosed in the Funds annual report.
The Funds annual report is available upon request.

25

6.0

CHARGES, FEES AND EXPENSES


The following are the fees, charges and expenses payable by the investors in investing in the Fund:
6.1 Charges
When investors purchase units, a sales charge is levied at 3.5% of the NAV per unit subject to
a maximum charge of 3 sen per unit. There is no repurchase charge levied on redemption.
Illustration: Computation of Sales Charge
The computation of sales charge is based on the NAV per unit. Assuming that on 30
September 2015:
RM
NAV
100,000,000
Unit in Circulation
450,000,000

NAV per Unit

0.2222 *

Sales Charge (3.5% of NAV per Unit)

0.0078

NAV per Unit calculated on 30 September 2015 is applicable for sales/repurchases on 30


September 2015 but will only be available on 1 October 2015.

Note: The implementation of GST is effective 1 April 2015 at the rate of 6% and the sales
charge payable is exclusive of GST. The Manager may, for any reason at any time, waive or
reduce the amount of the sales charge at its absolute discretion. Investor may also negotiate
for a lower sales charge, depending on the amount of investment.
6.2 Fees and Expenses
Operating a fund involves a variety of expenses for portfolio management, the management
fee, trustee fee, audit fee and other administrative charges and services properly incurred in the
administration of the fund. These costs are paid out of the funds assets.
6.2.1

Management Fee
Management Fee is at 1.5% per annum of the NAV of the Fund calculated on a daily
basis.
Illustration: Computation of Management Fee on 30 September 2015
NAV of the Fund
Management Fee at 1.5% p.a. of the net
asset value
100,000,000 x 1.5%
365 days

RM
100,000,000

4,110

26

6.2.2

Trustee Fee
Trustee Fee at 0.045% per annum of the NAV of the Fund calculated on a daily basis.
Illustration: Computation of Trustee Fee on 30 September 2015
NAV of the Fund
Trustee Fee at 0.045% p.a. of the NAV
100,000,000 x 0.045%
365 days

6.2.3

RM
100,000,000
=

123

Other Expenses
In addition to the Management and Trustee Fees, the following related expenses are
paid out of the Fund as set out in the Deed. Such expenses would include but are not
limited to the following:a.
Commission/fees paid to brokers in effecting dealings in the investments of the
Fund;
b. Tax and other duties charged on the Fund by the Government and/or other
authorities;
c.
Costs, fees and other expenses properly incurred by the Auditor appointed for the
Fund;
d. Costs, fees and expenses for valuation of any investment of the Fund by
independent valuers for the benefit of the Fund;
e.
Costs, fees and expenses incurred for the modification of the Deed other than
those for the benefit of the Manager and/or the Trustee;
f.
Costs, fees and expenses incurred for any meeting of the Unit Holders other than
those convened by, or for the benefit of the Manager and/or Trustee; and
g. Fees and charges payable to the custodian of the Funds assets.

6.3 Other Fees and Charges


Transfer Fee
A RM3.00 transfer fee will be levied for each transfer of units from a Unit Holder to another.
6.4 Policy on Rebates and Soft Commission
Soft commissions in the form of goods and services received from any broker may be retained
by the Manager only if the goods and services are of demonstrable benefit to the Unit Holders.
Permitted goods and services include research services, portfolio valuation and analysis,
performance measurement, market price services, computer hardware and software incidental
to the investment management of the Fund and investment related publications. Employees
must record details of any gift/benefit received and report to the Compliance Officer.
6.5 Goods and Services Tax (GST)
All fees and charges payable to the Manager and the Trustee are subject to any applicable taxes
and/or duties (including but not limited to GST) as may be imposed by the Government or
other authorities from time to time.

There are fees and charges involved and investors are advised to consider
them before investing in the Fund.

27

7.0

TRANSACTION INFORMATION

7.1

Determination of Prices
7.1.1 Forward Pricing
Both the buying and selling transactions will be executed at prices next determined i.e.
forward pricing basis. The transaction price per unit is based on the NAV per unit of the
Fund as at the next valuation point after the request for redemption/application for units from
the Unit Holder is received and accepted by the Manager.

7.1.2 Valuation Point


Valuation Point refers to a time on a Business Day which the Manager decides to conduct a
valuation on the NAV of the Fund. Valuation of the Fund is carried out at the end of the day
immediately upon the closing of Bursa Malaysia (Forward Pricing). For quoted
investments in foreign markets, the investments will be valued at the close of Bursa Malaysia
or the close of the last market in which the Fund is invested, whichever is later.

7.1.3 NAV per Unit


The NAV per unit is computed by dividing the NAV of the Fund with the number of units in
circulation.
Illustration of Computation of NAV per Unit
NAV
Units in Circulation
NAV per Unit

RM100,000,000
450,000,000
RM0.2222 (rounded to 4 decimal points)

7.1.4 Selling and Repurchase Price per Unit


Buying and selling of units are quoted and transacted at a single price, which is the NAV per
unit of the Fund. The sales charge that is levied on the sale of units to investors is calculated
and charged separately and will not be incorporated in the quoted price of the Fund. There is
no charge levied on the redemption of units by investors.

Investors are advised not to make payments in cash when purchasing


units of a fund via any institutional/retail agent.

28

Illustration on Computation of Total Amount Payable by Investor for Purchase of


Units
The total amount payable by an investor will be determined by the selling price per unit
computed as at the next valuation point after the receipt and acceptance of the application of
the units.
In addition to the selling price, a sales charge is levied up to 3.5% of the NAV per unit
subject to a maximum of 3 sen per unit.

Total no of units invested

20,000

NAV per unit : RM 0.5000


Total amount invested
Sales charge (up to 3.5% of NAV
per unit)
Total amount paid by investor

RM10,000
RM 350

RM10,350

Note: Sales charge is subject to GST


Illustration on Computation of Sales Proceeds for Repurchase of Units
Similarly, units of the Fund are repurchased at the repurchase price determined at the next
valuation point after the receipt and acceptance by the Manager. There is no charge levied on
repurchase of units.
Based on the above NAV per Unit of RM 0.5000, the net repurchase proceeds receivable by
the Unit Holder who sells 20,000 units would be:
Total no of units repurchased

20,000

NAV per unit : RM 0.5000


Total amount redeemed
Repurchase charge

RM10,000
--------------------------------------------------

Total amount received by investor

RM10,000

Note : Rounded to the nearest 5 Sen for cash sales/redemption as per Bank Negara
Rounding-off Policy.

29

7.2

Transaction Details
7.2.1 Procedures for Purchase and Repurchase of units
Units can be purchased and/or repurchased on any Business Day of the Manager from
Monday to Friday between 9.00 a.m. to 3.30 p.m. at the Managers registered office.
a. Purchase of Units
Investors are required to fill an application form which is available at no charge at the
Managers registered office or through mail upon request. Payment can be made in
Cash, Bankers Draft or Postal Order to be made payable to SAHAM SABAH
BERHAD.
For purchase of units registered in the names of more than one person, the Joint Holder
whose name appears first in the Register of Unit Holders must be at least 18 years of age.
b. Repurchase of Units
Units can be repurchased by completing the Repurchase Form and returning it to the
Manager. The Manager shall repurchase the units at the buying price of the day upon the
receipt of such request.

7.2.2 Minimum Initial Investment


The minimum initial investment is 1,000 units.

7.2.3 Minimum Additional Investment


There are no minimum units for additional investment.

7.2.4 Minimum Repurchase Amount


Unit Holders may repurchase any amount of units subject to a minimum holding
requirement.

7.2.5 Minimum Holding


Unit Holders may repurchase the whole or part of their units. However, Unit Holders must
always ensure that a minimum holding of 1,000 units is maintained in their account at all
times in order to stay invested. In the case of partial repurchase, the Manager shall not be
bound to comply with any request to repurchase if the effect thereof would be that the Unit
Holder holds less than 1,000 units in his account with the Fund.

30

7.2.6 Procedure on Transfer of Units


a. Normal Transfer
Units can be transferred by completing the Transfer Form and returning it to the
Manager. In the case of Joint Holders, the Manager will require that the Joint Holder
who must be at least 18 years of age sign the application form together with the principal
holder.
b. Deceased Unit Holders
The transferee will be required to complete the relevant form and return it to the Manager
with legal documents which include certified copy of Death Certificate of the deceased,
Jadual Tiga / Letter of Administration / Order or Judgement from Syariah Court /
Indemnity Bond, original copies of SAS certificates / statements and the Fourth Schedule
(declaration to the Trustee).
Units will be transferred automatically to Joint Holder who must be at least 18 years,
whereas in the case of a minor Joint Holder, a beneficiary should be appointed as the
principal holder until the minor reaches 18 years of age.

7.2.7 Cooling-off Period


The cooling-off right refers to the right of the Unit Holder to obtain a refund of his
investment if he so requests within the cooling-off period. The cooling-off right is only
applicable for investor who is investing in the Fund for the first time. The cooling-off period
shall be for 6 Business Days from the date of receipt of the application for the units by the
Manager.
The refund for every unit held by the Unit Holder/investor pursuant to the exercise of his
cooling-off right shall be the sum of:
a. the NAV per unit on the day the units were first purchased; and
b. the sales charge per unit originally imposed on the day the units were purchased.
7.2.8 Other transaction
Insertion or Cancellation of Joint
Holder

Change of Address

The principal holder can request for insertion of


a Joint Holder in his or her investment by
completing the Insertion of Joint Holder Form.

Cancellation of Joint Holder can be made by


completing the Cancellation of Joint Holder
Form.

Investor may request for change of address by


filling the Change of Address Form.

31

7.3

Distribution Policy
The Fund may distribute a portion of its net income and net realised capital gains which are
available for distribution at the discretion of the Manager.
Payment of distribution, if any, may be automatically reinvested if the Manager deemed the amount
uneconomical to pay out. There is no incidental cost associated with the reinvestment. In normal
circumstances, income distribution payment is made out in the form of cheque or direct credit. The
cheque will be posted to the registered address of the Unit Holder and is valid for a six (6) months
period (from the date of the distribution cheque) and can be renewed for a further period at the
discretion of the Manager.

7.3.1 Policy on Auto-Reinvestment of Distribution Amount of Less Than RM50.00


Payments of distribution of an amount of less than RM50.00 per account will be reinvested
automatically on behalf of the Unit Holders based on the prevailing NAV per unit one month
after the financial period/year end, subject to availability of units.
The Manager reserves the right to vary the minimum amount to be automatically reinvested
subject to the declared rate of distribution. However, reinvestment of distribution will be at
the discretion of the Manager if on the date of distribution, there is no unit held by the Unit
Holder.

7.3.2 Reinvestment of Distribution Income


Unit Holders may opt for the distribution income to be reinvested as additional units by
giving an instruction to the Manager. Reinvestment of distribution income will be done based
on the NAV per Unit on the date the request is received.
However, the Manager shall be entitled to reject the application. (Please refer to information
on Rejections in Para 7.4.5 b & c).
There is no incidental cost associated with the reinvestment.

7.3.3 Auto-Reinvestment of Distribution Cheques


In any event that cheques for payment of distribution to the Unit Holders are not presented
for payment by the end of the financial period/year from the date of the said cheque, the
Manager reserves the right to reinvest the distribution through the purchase of additional
units of the Fund based on the prevailing NAV per unit on the day following the expiry of the
cheques, subject to availability of units. In the event that the units are fully subscribed, the
undrawn amount will be dealt with in accordance with the Unclaimed Moneys Act.

32

7.4

Other Information
7.4.1 Unclaimed Moneys
In accordance with the Unclaimed Moneys Act, 1965 (Amendment 2002), the Manager will
remit any moneys payable to the Unit Holders which remain unclaimed for a period of twelve
(12) months to the Registrar of Unclaimed Moneys. Any claim by the Unit Holders thereafter
shall be made directly to the Registrar of Unclaimed Moneys by completing Form UMA7
(the claim form to refund moneys from the Consolidated Trust Account), together with
necessary documents such as the Unit Holders National Registration Identification Card
(NRIC) and a letter of confirmation from the Manager.
7.4.2 Period of Realisation of Repurchase Moneys
The repurchase proceeds will be paid within ten (10) days of the date on which the request to
repurchase is received by the Manager.
7.4.3 Reports to Unit Holders
The Manager will provide the Unit Holders with an Annual Report within two (2) months of
the Funds financial year-end which will include an audited income statement and with an
Interim Report within two (2) months of the half-year end which will include an unaudited
income statement. These reports will comprise a statement of the net assets of the Fund, a
report by the Manager and information on the portfolios investments.
7.4.4 Information on Current Price/Net Asset Value (Per Unit)
Current price and net asset value per unit are published daily in the local and national
newspaper and the website of Saham Sabah Berhad.
7.4.5 Rejections
The Manager may reject any application to purchase units in any of the following
circumstances:a. the investor is not entitled to apply for the units (please refer to information on
Applicants in Para 7.4.6);
b. Manager shall have the discretion of limiting investments in the Fund by non-bumiputra
investors up to a maximum limit of 25% of the size of the Fund; and
c.

the Fund has reached its maximum approved size of 1,500,000,000 units.

However, the Deed provides that the Manager may reject any application to purchase units,
without giving any reason subject to the Trustee being informed. Unsuccessful applicants
will be notified and their moneys will be refunded by the Manager within thirty (30) days
from the receipt of the application by ordinary post to the applicants registered address.

33

7.4.6 Applicants
The following investors shall be entitled to apply for and hold units:a. any person of Sabah origin;
b. any corporation wholly-owned by person or persons of Sabah origin;
c. any corporation wholly-owned by the Sabah State Government;
d. any wholly-owned subsidiaries of corporation wholly-owned by the Sabah State
Government; or
e. any bumiputra corporation in Malaysia as the Manager may in its absolute discretion
consider acceptable.
All individual applicants shall not be less than 18 years of age on the date of application.
All individual applicants are required to produce their NRIC and/or Birth Certificate or other
document as evidence that they are people of Sabah origin.

7.4.7 Joint Holders


Applicants under 18 years of age may apply to be a Joint Holder with another individual who
is above 18 years of age. The Manager, however, is not bound to register more than two (2)
persons as Joint Unit Holders.
Where Units are held by Joint Holders, the Manager may require the Joint Holders who must
be at least 18 years of age to inform the Manager whether transactions in respect of the Units
should only be carried out upon instructions:
a. of only one Joint Holder; or
b. of all the Joint Holders.
If there is no instruction given, the Manager shall be entitled to act upon the instructions of
the Joint Holder whose name appears first in the Register of Unit Holders.

7.4.8 Recognition of Investor as Unit Holder


Acceptance of application form and issuance of official receipt by the Manager does not
mean that an investor is recognised as Unit Holder. At this point, the Manager is entitled to
reject the application (see Rejections in Para 7.4.5). An investor shall be recognised as a
Unit Holder upon entry of his name on the Register of Unit Holder.
In the case of a Joint Holder, the first named Joint Holder will be the only person recognised
by the Manager for the delivery of notices, documents and income distribution payments.

34

7.4.9

Receipt and Investment Statement


Receipt and statement shall be issued and given to investor(s) as proof of purchase.

7.4.10 Loan Financing to Purchase Units


Investors can also purchase units through loan financing. Information on loan financing that
may be offered from time to time can be obtained from participating financial institutions.
Investors are advised to understand and consider carefully on the risk of investing in unit
trust through loan financing. The Loan Financing Risk Disclosure Statement which forms
part of the application form must be signed for this purpose. Units purchased through loan
financing and assigned as collateral by the lending bank may be marked in the Register in
such a way in order to identify the Units being held in such capacity. The respective lending
banks may require all loanees to pre-sign a repurchase form as collateral against the said
loan.

7.4.11 Lodging a Complaint


For internal dispute resolution, you may contact our Customer Service personnel:
(a) via phone
:
088-266588 / 254967 / 254968
(b) via fax
:
088-262588 / 257864
(c) via email
:
enquiry@sahamsabah.com.my
(d) via letter
:
Saham Sabah Berhad
Suite 1-9-W2, W3 & W4
9th Floor, CPS Tower, Centre Point Sabah
No. 1, Jalan Centre Point, 88000 Kota Kinabalu.
If you are dissatisfied with the outcome of the internal dispute resolution process, you can
refer your dispute to the Securities Industry Dispute Resolution Center (SIDREC):
(a) via phone
:
03-2282 2280
(b) via fax
:
03-2282 3855
(c) via email
:
info@sidrec.com.my
(d) via letter
:
Securities Industry Dispute Resolution Center
Unit A-9-1 Level 9, Tower A, Menara UOA Bangsar
No. 5, Jalan Bangsar Utama 1
59000 Kuala Lumpur
You can also direct your complaint to SC even if you have initiated a dispute resolution
process with SIDREC. To make a complaint, please contact the SCs Investor Affairs &
Complaints Department:
(a) via phone to the Aduan Hotline :
03-6204 8999
(b) via fax
:
03-6204 8991
(c) via email
:
aduan@seccom.com.my
(d) via online complaint form available at www.sc.com.my
(e) via letter
: Investor Affairs & Complaints Department
Securities Commission Malaysia
No. 3, Persiaran Bukit Kiara
Bukit Kiara
50490 Kuala Lumpur

35

8.0

THE MANAGEMENT COMPANY


8.1 Corporate Information
The Manager, Saham Sabah Berhad is wholly-owned by the State Government of Sabah. The
Manager is a holder of a Capital Markets Services Licence for dealing in securities - unit trust
products, issued under the Capital Markets and Services Act 2007. It has an authorised share
capital of RM25,000,000 divided into 25,000,000 ordinary shares of RM1.00 each, of which
22,000,000 is issued and paid-up. It has been in operation since 1994.
The Manager is responsible for carrying out the operations and the daily management of the
Fund. This includes the marketing and distribution of units, preparing all notices and reports to
be issued to unit holders, maintenance of accounts and the register of unit holders, computing
the valuation, pricing and sale of units and ensuring compliance with internal procedures and
guidelines of relevant regulatory and supervisory authorities.
The total number of employees as at 30 September 2015 is thirty six (36) comprising of twenty
seven (27) executives and nine (9) non-executives.
The Manager has managed the Fund since its inception on 4 October 1994, and as at the date
of this Prospectus, Saham Amanah Sabah is the only Fund being managed by the Manager. As
at 30 September 2015, the Funds value was RM436.550 million.

8.2 Summarised Financial Position of the Manager for the Past 3 Years

Year Ended 30 June

2015

2014

2013

Paid Up Capital (Units)

22,000,000

22,000,000

22,000,000

Shareholders' Funds (RM)

36,023,284

39,265,909

37,434,255

6,821,274

6,963,854

7,357,161

Pretax Profit/(Loss) (RM)

751,149

2,536,342

3,606,422

After Tax Profit/(Loss) (RM)

804,375

1,831,654

2,730,491

Net Earnings/(Loss) Per Share (Sen)

3.66

8.33

12.41

Net distribution by way of Dividend


(RM)

1,000,000

1,000,000

Revenue (RM)

Net Dividend Per share (Sen)

0.05

0.05

36

8.3 The Board of Directors


The Board of Directors consists of seven (7) members including six (6) independent members.
The main function of the Board is to ensure that SSB is managed effectively and efficiently at
all times. The Board meets regularly to discuss and decide on all matters pertaining to the
Management Company and the Fund.
YB Datuk Makin @ Marcus Mojigoh (Chairman / Independent Non-Executive Director)
YB Datuk Makin @ Marcus Mojigoh was appointed as a Director and Chairman of SSB on
17 December 2012. He also sits on the board as the Chairman of Saham Sabah Global Ltd.
He holds a Diploma in Surveying (UiTM), Bachelor of Surveying (University of Otago, New
Zealand) and Master in Business Administration (St. Clement University, London).
He joined Sabah Land and Survey Department in 1976 as a technician and retired as Land
Superintendent in 1993 to start his private practice, Mojigoh Surveying Consultant Sdn Bhd.
He was a member of the Sabah Surveyors Examiner Board and held various
chairmanship/president posts including the Royal Malaysia Institute of Surveyors. Currently
he is into his third term as Malaysian Member of Parliament for Putatan Constituency since
2004.
Datuk Hj Naim Ahmad (Deputy Chairman / Independent Non-Executive Director)
Datuk Hj. Naim Ahmad was appointed to the Board of Directors of SSB on 30 July 2004 and
appointed as Chairman of the Investment Committee on 16 September 2004. Prior to
venturing into his own business, he has approximately 6 years of experience in the Malaysian
equities market as a remisier from 1990 to 1996 with Arab Malaysian Securities Bhd in
Kuala Lumpur and Innosabah Securities Bhd in Kota Kinabalu. Prior to that, he started his
career in early 1973 with Sabah Economic Development Corporation before joining
Permodalan Bumiputra Sabah Bhd serving in various managerial positions. He graduated in
1973 from UiTM with a professional qualification of the Chartered Institute of Marketing
(UK) and a post graduate Diploma in Management from Kingston University London in
1976. He attended various in-house attachments with Llyods in London as well as the stock
broking and discount house of R.F. Arthur in Sydney Australia. Currently he sits as an Exco
Member of the Malaysian Crime Prevention Foundation, Sabah Branch since 2005. He also
sits as a director of Saham Sabah Global Ltd.
Datuk Hj. Hassan Hj. Ibrahim (Independent Non-Executive Director)
Datuk Hj. Hassan Hj. Ibrahim was the Managing Director of Suria Capital Holdings
Berhad (SURIA) until 1 December 2001 when he retired. He had served in the State Civil
Service for approximately 24 years, holding various positions in the State Economic Planning
Unit, the State Ministry of Finance and the Chief Minister's Department. The last position he
held prior to joining SURIA in May 1996 was the Permanent Secretary to the State Ministry
of Finance. He holds a B. Econ. (Hons.) from James Cook University, Australia, a Diploma
in Development Administration and a M. A. (Econ.) from Manchester University, England.
He was appointed to the Board of Directors of SSB on 6 June 1994. He is also a member of
the Investment Committee of SSB, a member of the Nomination Committee of SSB and the
Chairman of the Establishment and Administration Committee of SSB. He also sits as a
director of Saham Sabah Global Ltd.

37

Datuk Kevin K. How (Independent Non-Executive Director)


Datuk Kevin K. How was appointed as an independent director on 1 July 2000. He is also
the Chairman of the Audit and Compliance Committee of SSB. He was also a member of the
Investment Committee of SSB from 1 July 2000 until his resignation on 20 June 2015. He had
served as Partner-in-charge of Ernst & Young Tawau office, Sandakan office, Kota Kinabalu
office and Sarawak offices. He was the Partner-in-charge of Ernst & Young offices in Sabah
and Federal Territory of Labuan from 1996 until his retirement at the end of 2003.
He is a member of the Malaysian Institute of Accountants and the Malaysian Institute of
Certified Public Accountants, a Fellow member of the Institute of Chartered Accountants in
England & Wales.
Datuk Kevin K. How also sits as a director of Cahya Mata Sarawak Bhd, Sabah Development
Bank Bhd, M3nergy Bhd, K&N Kenanga Holdings Bhd, Kenanga Investment Bank Bhd,
Sarawak Cable Bhd and Saham Sabah Global Ltd.

Datuk Peter S.M. Thien (Non-Independent Non-Executive Director)


Datuk Peter Thien, Deputy Permanent Secretary (Development), has been attached with the
Ministry of Finance for 24 years now. He has been with the State Civil Service since 1982. He
graduated in 1980 with B.A. (Hons.) degree in Economics & Law and holds a Master Degree
(M.A.) in Business Law from the United Kingdom. He holds a Harvard University Certificate
with Distinction on Investment Appraisal and Management.
He was appointed as a non-independent Director and a non-independent member of the
Investment Committee of SSB on 8 September 2008. He is the Chairman of the Nomination
Committee of SSB. He also sits as a director of Saham Sabah Global Ltd.
Datuk Godfrey Gregory Joitol (Independent Non-Executive Director)
Datuk Godfrey Gregory Joitol was appointed as an independent Director of SSB on 1
October 2012 and as a member of the Audit & Compliance Committee and the Establishment
& Administration Committee on 3 October 2012. He is also a member of the Nomination
Committee of SSB. He graduated from University of Malaya with a Bachelor of Arts
(Honours) in 1978 and a Master of Science (Administrative Science and Development
Problems) from York University, England in 1995. He had been with the Sabah Civil Service
for 33 years having held senior positions in various capacities in the Chief Ministers
Department and as Permanent Secretary, Ministry of Community Development and Consumer
Affairs and Permanent Secretary, Ministry of Agriculture and Food Industry. He retired from
the Sabah Civil Service as Deputy State Secretary (Development) in 2011.
Currently, Datuk Godfrey Gregory Joitol also sits on the Board of K.K.I.P. Sdn. Bhd, Borneo
Development Corporation (Sabah) Sdn. Bhd and Saham Sabah Global Ltd.
Datuk Hjh. Maznah Binti Hj. Abdul Ghani (Independent Director)
Datuk Hjh. Maznah Binti Hj. Abdul Ghani was appointed as an independent Director of SSB
and Saham Sabah Global Ltd on 29 November 2013 and an independent member of the
Investment Committee on 20 February 2014. She graduated from University of Essex, UK
with a Bachelor of Arts (Honours) in Economics. She had 34 years of experience in the Sabah
State Civil Service and had served in various senior capacities including in the Economic

38

Planning Unit, Ministry of Infrastructure Development as Deputy Permanent Secretary,


Majlis Perbandaran Kota Kinabalu as Deputy President, Yayasan Bumiputra Sabah as
Group CEO, Majlis Perbandaran Tawau as President and Director of Sabah National
Integration Unit. She served as the Deputy State Secretary (Administration) in the Chief
Minister Department for 7 years prior to her retirement on 30 August 2013. In 2001 she was
awarded the Wanita Cemerlang Negeri Sabah, Tokoh Maulidur Rasul in 2010 and the Tokoh
Wanita Sabah in 2014. Currently Datuk Maznah is the Chairman of Koperasi PekerjaPekerja Kerajaan Sabah Berhad (KOPEKS), and Koperasi Wanita Kota Kinabalu Berhad
(KOWANI). She also sits on the board of KOPEKS Housing Sdn Bhd.

8.4 Key Management Staff


Chief Executive Officer
Datuk Nellie Sikodol is a member of the Malaysian Institute of Accountants and a Fellow
member of the Association of Chartered Certified Accountants. Datuk Nellie joined Saham
Sabah Berhad on 12 September 1994 as a Finance Manager and was promoted to Senior
Finance Manager on 30 December 1997. She was the Company Secretary of SSB from 17
December 2004 until 31 December 2008. She was appointed as the Chief Executive Officer
and a non-independent member of the Investment Committee of SSB on 1 January 2009. Prior
to joining the Company, she was attached to the Sabah Rubber Industry Board as the Senior
Accountant following a one year attachment with an accounting firm in London. Datuk Nellie
currently sits on the Board of Pemegang Amanah Kumpulan Wang Amanah Warisan Negeri
Sabah.
Deputy Chief Executive Officer
Encik Hassan Abbas holds a Diploma in Business Studies from MARA University of
Technology (UiTM). On leaving UiTM, he joined Permodalan Bumiputra Sabah Berhad
(PBSB) as an Investment Executive in the Research and Planning Department. In 1983 he
was sent to London for a one-year attachment with a British Stock Broking firm, Laurence
Keen and Partners. There he was exposed to the various aspects of the Stock Broking
business such as research, dealing, operations and finance. While he was in London, he was
given the opportunity to be attached with the London Stock Exchange, Commodity Broking
firm, Foreign Bank and the oldest Investment Trust firm called Foreign and Colonial PLC.
Prior to that, he was trained at Permodalan Nasional Berhad and G.K. Goh Stockbrokers Pte
Ltd.
On his return to Malaysia, he spent over 2 years with PBS Securities Sdn Bhd, a fund
management company. To expand his experience in share investment he left the company and
moved to TA Securities Berhad in 1986 as a stock and share dealer for corporate clients.
After 2 years with the company, he joined CIMB Securities Sdn Bhd as a Vice President in the
Corporate & Institutional dealing department. He left in 1994 to join Saham Sabah Berhad
as a Manager heading the Investment Department. He was appointed as the Deputy Chief
Executive Officer on 1 January 2009.

39

Senior Compliance Manager


Ms. Aisah Sayadi is responsible for overseeing all matters relating to compliance for SSB and
SAS. She joined SSB on 1 September 1994, and has 8 years of investment operations
experience before being appointed to head the Compliance Department on 2 January 2003.
Prior to joining SSB, she was with the Investigation Unit of the Inland Revenue Department,
Kota Kinabalu. She holds a BA (Honours) in Political Economy and a Master of Human
Capital Management. She was appointed as the Company Secretary on 1 January 2009.

8.5 Internal Audit Function


The internal audit function was outsourced to Messrs. Tan & Associates, a firm of Chartered
Accountants on 16 June 2004. The appointment was approved by the Securities Commission
Malaysia on 7 June 2004. The current service agreement is effective 1 July 2010 and shall
remain effective until termination of service is issued by either party.
Tan & Associates was established in 1993 to provide a full range of professional services
with disciplines in accounting, audit, corporate finance, taxation and a wide range of
advisory and consultancy services. The designated person responsible for the internal audit
function of SSB is headed by Datin Patricia Koa, a partner of the firm. She has over 20 years
of working experience in the profession prior to joining Tan & Associates in 2002.

8.6 Investment Management Function


8.6.1

The Investment Committee


The Investment Committee is responsible to formulate, implement and monitor the
investment management policies of the Fund. The Committee will also ensure that the
investment guidelines and regulations are complied with. The Committee meets every
month and at present, there are six (6) members in the Investment Committee.
The Committee consists of the members whose qualifications and experience appeared
in paragraph 8.2 & 8.3 except for Mr. Shiak Vui Ming whose qualification and
experience appeared on page 41:
Committee Members
Datuk Hj. Naim Ahmad (Chairman)
Datuk Hj. Hassan Ibrahim
Mr. Shiak Vui Ming
Datuk Peter S.M. Thien
Datuk Hjh. Maznah Hj. Abdul Ghani
Datuk Nellie Sikodol

Status
Independent
Independent
Independent
Non-Independent
Independent
Non-Independent

Date of Appointment
16 September 2004
28 October 1998
29 July 1994
8 September 2008
20 February 2014
1 January 2009

40

Mr. Shiak Vui Ming (Independent)


Mr. Shiak Vui Ming was appointed as an Independent Member of the Investment
Committee on 29 July 1994. He holds a B.A. (Hons) in Economics from the
University of Essex, United Kingdom. He is equipped with more than 30 years
leadership in the field of commercial and investment banking. He is a certified Credit
Professional and specializes in commercial and corporate financing, credit analysis
and credit risks management. He is well versed in portfolio and asset management.

8.6.2

The Investment Team


The Investment Department is headed by En. Hassan Abbas, Deputy Chief Executive
Officer whose qualification and experiences appeared on Paragraph 8.3. He is assisted
by a team comprising of Senior Manager, Senior Assistant Manager and Officer who
hold an MBA, degree in Information Management and degree in Accountancy
respectively.

8.6.3

The External Fund Manager


Affin Hwang Asset Management Berhad (Affin Hwang AM)
The investment management function is delegated to Affin Hwang AM. As the
External Fund Manager of the Fund, they are responsible for the asset allocation,
selection of investments and implementation of investment decisions. They are
required to report daily to the Manager the details of all the investment transactions to
enable the Manager to compute the NAV of the Fund. Apart from daily reporting,
they are required to provide monthly reports to be presented to the Investment
Committee.
SSB has appointed Affin Hwang AM on 1 June 2005 as External Fund Manager of the
Fund. Effective 1 February 2007, Affin Hwang AM is managing 100% of the Fund
and is responsible for providing investment management services to the Fund in
accordance with the terms of the Investment Management Agreement dated 1 June
2005 (the Principal Agreement) and the Supplementary Investment Management
Agreement dated 1 February 2007.
In consideration for its services, Affin Hwang AM is entitled to a management fee at
an annual rate of 0.40% of the daily NAV of the allocated portfolio payable by SSB at
every quarter-end. In addition, Affin Hwang AM will also be entitled to an incentive
fee of 0.2% on the excess return of the Fund. The excess return is defined as return
exceeding the Time Weighted Rate of Return (TWRR) benchmark set by SSB. The
incentive fee, if applicable, will be payable by SSB at the end of the financial year.
Affin Hwang AM performance is measured based on TWRR against 70% of the Kuala
Lumpur Composite Index (KLCI) + 30% of the MSCI AC Asia Ex. Japan Index
(MXASJ).

41

Corporate Profile of Affin Hwang AM


Affin Hwang AM was incorporated in Malaysia on 2 May 1997 under the Companies
Act, 1965 and began operations under the name HwangDBS Capital Sdn Bhd in
2001. In early 2014, Affin Hwang AM was acquired by the Affin Banking Group
(Affin) and hence, is now supported by a home-grown financial services
conglomerate. Affin has over 38 years of experience in financial industry which
focuses on commercial, Islamic and investment banking services, money broking,
fund management and underwriting of life and general insurance business.
Additionally, Affin Hwang AM is also 30% owned by Nikko Asset Management
International Limited, a wholly-owned subsidiary of Tokyo-based Nikko Asset
Management Co. Ltd, an Asian investment management franchise.
Affin Hwang AM distributes its funds through the following various channels:(i) In-house/internal sales team;
(ii) IUTA & CUTA (Corporate Unit Trust Advisers); and
(iii) Unit trust consultants.
Affin Hwang AMs head office is located in Kuala Lumpur and has a total of 8 main
sales offices located in Peninsular and East Malaysia. The sales offices are in Penang,
Ipoh, Johor Bharu, Melaka, Selangor, Kuching, Miri and Kota Kinabalu.
Milestones
As at LPD, Affin Hwang AM has in its stable a total of forty two (42) unit trust funds
and thirty seven (37) wholesale funds, offering a complete and essential range of
products, comprising conventional equity, balanced, bond, money market, capital
guaranteed, capital protected, global, structured and feeder funds, as well as Shariahcompliant equity, Islamic money market and Islamic fixed income funds.
As at 31 August 2015, the total asset under management, comprising in-house unit
trust funds as well as corporate and discretionary portfolios stood at approximately
RM29.2 billion.
As at LPD, Affin Hwang AM has a staff force of two hundred and eighty nine (289),
of whom, two hundred and sixty six (266) are executives and twenty three (23) are
non-executives.
Affin Hwang AMs Designated Person Responsible for Management of SAS
Portfolio
Mr. Teng Chee Wai Managing Director
Mr. Teng is the founder of Affin Hwang AM. Over the past 14 years, he has built the
company to its current position with an excess of RM 20 billion in assets under
management. In his capacity as the managing director and executive director of Affin
Hwang AM, Mr. Teng manages the overall business and strategic direction as well as
the management of the investment team. His hands-on approach sees him actively
involved in investments, product development and marketing. Mr. Tengs critical

42

leadership and regular participation in reviewing and assessing strategies and


performance has been pivotal in allowing Affin Hwang AM to successfully navigate
the economically turbulent decade. Mr. Tengs investment management experience
spans more than 24 years, and his key area of expertise is in managing absolute return
mandates for insurance assets and investment-linked funds in both Singapore and
Malaysia. Prior to his current appointments, he was the assistant general manager
(investment) of Overseas Assurance Corporation (OAC) and was responsible for the
investment function of the Group Overseas Assurance Corporation Ltd. Mr. Teng
began his career in the financial industry as an investment manager with NTUC
Income, Singapore. He is a Bachelor of Science graduate from the National University
of Singapore and has a Post-Graduate Diploma in Actuarial Studies from City
University in London.
Mr. David Ng Kong Cheong Chief Investment Officer
Mr David joined Affin Hwang AM in 2002 as Head of Equities and assumed the role
of Chief Investment Officer in September 2006. He has been responsible for
successfully steering Affin Hwang AMs investments through a tumultuous decade of
multiple crises. His astute and decisive guidance on broad investment strategies which
includes interpreting market signals and making timely asset allocation calls has
allowed Affin Hwang AM to remain ahead of its peers. A decade later, he has built the
investment team from just four (4) fund managers to a 20 strong group featuring an
impressive resume across different investment specialties, coverage and geographies.
Under his foresight and vision, the team has evolved from being equity-heavy to
encompass strong local and regional multi-asset and sector investment capabilities. His
absolute return investment philosophy and bottom-up stock selection technique has
garnered recognition for Affin Hwang AM with its multiple award wins, having
recently been voted CIO of the Year for Malaysia by Asia Asset Management 2013
awards. Mr Davids philosophy of subscribing to the long-term, not taking excessive
risk, and investing into quality throughout all the portfolios has set the blueprint for
Affin Hwang AMs investments in years to come. He is well-known in the industry
for his discipline, prudence and reasonable attitude to investing. He graduated with a
double degree in Bachelor of Commerce (Accounting) and Bachelor of Law from
Monash University in Melbourne, Australia and is also a Chartered Financial Analyst
(CFA) charterholder.

8.7 Material Litigation


As at 28 August 2015, Affin Hwang AM and its delegate are not engaged in any material
litigation and arbitration, including those pending or threatened or of any facts likely to give
rise to any proceedings which may materially affect its business/financial position.

43

9.0

TRUSTEE OF THE FUND


9.1

Profile of Maybank Trustees Berhad (MTB)


Maybank Trustees Berhad (5004-P) is the Trustee of the Fund with its registered office at 8th
Floor, Menara Maybank, 100 Jalan Tun Perak, 50050 Kuala Lumpur.
Maybank Trustees Berhad (MTB) was incorporated on 12 April 1963 and registered as a
Trust Company under the Trust Companies Act 1949 on 11 November 1963. It was one of
the first local trust companies to provide trustee services with the objective of meeting the
financial needs of both individual and corporate clients.

9.2

MTBs Financial Position


Summary of MTBs audited financial figures for the last 3 financial years:
Year Ended

Paid-up capital
Shareholders funds
Turnover
Profit Before Taxation
Profit After Taxation

9.3

31 December
2014
(RM)
500,000
31,450,665
25,573,893
14,090,866
10,448,192

31 December
2013
(RM)
500,000
21,002,473
21,316,197
11,826,263
8,895,021

31 December
2012
(RM)
500,000
12,107,452
14,047,931
4,571,241
3,428,577

Experience in Trustee Business


With more than 22 years of experience as Trustee to unit trust funds/schemes, Maybank
Trustees Berhad has under its trusteeship a total of fifty eight (58) unit trust funds, four (4)
wholesale funds, one (1) private retirement scheme (consisting of four (4) funds) and four (4)
real estate investment trust/property trust funds as at 28 August 2015.

9.4 Board of Directors


En Zainal Abidin Jamal
Non-Independent Non-Executive Director & Chairman
Dato Mohd. Hanif bin Suadi Non-Independent Non-Executive Director
Dato Dr Tan Tat Wai
Independent Non-Executive Director
Ms Ong Sau Yin
Independent Non-Executive Director

44

9.5

Key Personnel
As at 28 August 2015, the Scheme Trustee has a total of 33 staff, comprising twenty six (26)
executives and seven (7) non-executives.
Mr Chong Kin Tuck Chief Executive Officer
Mr Chong Kin Tuck joined MTB in September 2014. Kin Tuck has more than 20 years of
work experience in the banking industry, covering Securities Services and Lending. This
includes a banking career in Citibank for 20 years; covering Loans operations, Mortgage
business, Share Financing & Investment operations, Securities & Fund Services operations,
Securities Services product development and most recently as Head of Direct Custody &
Clearing at J.P Morgan Chase Bank Berhad.

Mr Samuel Hwa
Head, Business Development & Strategies
Mr Samuel Hwa joined MTB in August 2013. He holds a Bachelor of Law degree from the
University of London and a Bachelor of Science in Business from Pennsylvania State
University double majoring in Finance and Marketing/Management. He started his career in
America as a business analyst and later joined an insurance company in Malaysia. Prior to
joining Maybank, he was with CIMB Investment Bank Berhad. Samuel has worked in the
Securities Services industry for over 5 years.

Ms Bernice K.M Lau


Head, Operations
Ms Bernice Lau was appointed as Head, Operations in November 2013. Prior to her
appointment, she was the Head, Corporate Trust of MTB. She joined MTB in December
2008. Prior to joining MTB, she was a Legal & Compliance Officer of UOB Trustees Bhd
which subsequently merged with OSK Trustees Berhad. She has more than eight (8) years of
experience in trustee industry.
She holds a LL.B (Hons) from University of London and a Certificate in Legal Practice from
Legal Profession Qualifying Board, Malaysia.

9.6

Duties and Responsibilities of the Trustee


The Trustees role is mainly to act as custodian of the Fund and to exercise all due diligence
and vigilance in carrying out its functions and duties and to safeguard the rights and interests
of the Unitholders. Apart from being the legal owner of the Funds assets, the Trustee is
responsible for ensuring that the Manager performs its obligations in accordance with the
provisions of the Deed and the relevant laws.

45

9.7

Delegates of the Trustee


MTB has delegated its custodian function to Malayan Banking Berhad. The custodian
function is run under Maybank Securities Services (MSS), a unit within Malayan Banking
Berhad. Maybank Securities Services provides a comprehensive end to end clearing and
custody services for global and domestic equities and fixed income securities. MSS provides
a complete suite of corporate outsourcing solutions with a proven track record in servicing
international institutional clients: Sub Custodian for major Foreign Banks and Global
Custodians. MSS also provides Global custody services in more than 100 different markets
via a special arrangement with their reputable partners. They have also consistently been
awarded in the Global Custodian Awards for Excellence as well as other major publications.
The roles and duties of the trustees delegate, MSS, are as follows:

Safekeep, reconcile and maintain assets holdings records of funds against trustee's
instructions;
Act as settlement agent for shares and monies to counterparties against trustee's
instructions;
Act as agents for money market placement where applicable against trustee's
instructions;
Disseminate listed companies' announcements to and follow through for corporate
actions instructions from trustee;
Compile, prepare and submit holdings report to trustee and beneficial owners where
relevant; and
Other ad-hoc payments for work done for the funds against trustee's instructions, etc.

MTB has appointed Standard Chartered Bank Malaysia Berhad, as the custodian of the
foreign assets of the Funds. The assets are held in the name of the Fund through the
custodians wholly owned subsidiary and nominee company, Cartaban Nominees (Tempatan)
Sdn Bhd. The assets are automatically registered into the name of the Fund. Standard
Chartered in Malaysia has been providing custody services for more than twenty (20) years;
providing sub-custody services to foreign clients since 1989 and the local custody services to
local investors in Malaysia since 1995.
The custodian act only in accordance with instructions from the Trustee.

9.8

Trustees Statement of Responsibility


The Trustee has given its willingness to assume the position and all the obligations that come
along with them under the Deed of the Fund and all relevant written laws. The Trustee is
entitled to be indemnified out of the assets of the Fund for any liability incurred by the
Trustee in performing or exercising any of its powers or duties in relation to the Fund. This
indemnity is in addition to any indemnity allowed by law. However, it does not extend to
liabilities arising from a breach of trust or failure to show the due care and diligence required
of the Trustee having regard to its powers, authorities, and discretions under the Deed.

46

9.9

Material Litigation and Arbitration


Save for the suits mentioned herein below, the Trustee is not engaged in any material
litigation as plaintiff or defendant and the Trustee is not aware of any proceedings, pending
or threatened or of any facts likely to give rise to any proceedings which might materially and
adversely affect its financial position or business.
1. The bondholders of the Al-Bai Bithaman Ajil (ABBA) bonds (bondholders) issued by
Pesaka Astana (M) Sdn Bhd (PASB) have sued PASB for its failure to meet its bonds
payment obligations under Kuala Lumpur High Court Civil Suit No. D5(D6)-22-1810-2005
(the ABBA Suit) and cited the Trustee as one of 12 co-defendants in the ABBA Suit. The
claim in the ABBA Suit is for RM149,315,000.00 or any other sum that the Court deems fit.
The other defendants in the ABBA Suit include among others the Arranger, PASBs Chief
Executive Officer, one of PASBs directors and associate companies of the Chief Executive
Officer and the said director. The Trustee has defended the ABBA Suit and its trial has
concluded.
The Trustee had appealed against the decision made by the High Court on 30 June 2010 in
respect of the ABBA Suit in awarding judgement against it. The appeals proceeded on 22,
23, 26, 27, 28, 29 and 30 September 2011 and 3 October 2011. The Court of Appeal had on
8 November 2011 awarded the Trustee and the Arranger a limited indemnity against PASB,
PASBs Chief Executive Officer, one of PASBs directors and associate companies of the
Chief Executive Officer and the said director (collectively PASB And Their Associated
Defendants) but found the Trustee and the Arranger equally liable to the bondholders. The
Federal Court had on 5 April 2012 granted the Trustee leave to appeal to the Federal Court
against certain parts of the decision of the Court of Appeal (Federal Court Appeal). The
Federal Court Appeal was heard on 6, 7, 8, 20, 21 and 23 November 2012 and on 2, 3 and 4
January 2013. The hearing dates of 17 to 19 October 2012 and 19 November 2012 were
vacated.
The Federal Court had on 10 February 2014 delivered its decision (Decision) wherein it
had, among others, allowed the Trustee a full indemnity against PASB And Their Associated
Defendants and reduced the judgement sum against the Trustee to approximately RM107
million without apportionment of liability against the Arranger.
PASBs Chief Executive Officer and associate companies of the Chief Executive Officer
(collectively the Pesaka Defendants) had filed an application for the Federal Court to grant
leave to review its Decision against them (Review Application 1). On 29 September 2014,
the Federal Court allowed the Pesaka Defendants application to withdraw Review
Application 1.
Most of the bondholders had filed an application for the Federal Court to grant leave to
review its Decision in finding the Arranger not liable (Review Application 2). On 29
September 2014, the Federal Court dismissed Review Application 2.
2. Connected to the ABBA Suit, Amanah Short Deposits Berhad [now MIDF Amanah
Investment Bank Berhad (MIDF)], a Noteholder of the Combined Commercial Papers
and/or Medium Term Notes/Letters of Credit/Financial Guarantee Facilities (CP/MTN)
totalling RM13 million and issued by PASB, has also sued PASB for full payment under the

47

CP/MTN arising from a cross-default by PASB under its ABBA bonds under Kuala Lumpur
High Court Civil Suit No. D2-22-1085-2006 (the CP/MTN Suit). The Trustee was cited as
one of 5 co-defendants in the CP/MTN Suit. The claim in the CP/MTN Suit is for RM13
million or any other sum that the Court deems fit and damages. The other defendants in the
CP/MTN Suit are the Arranger, PASBs Chief Executive Officer and one of PASBs
directors. MIDF withdrew its claim against the Arranger in November 2014. The Trustee has
defended the CP/MTN Suit and trial has concluded. On 14 August 2015, the High Court
dismissed MIDF's claim against the Trustee (Dismissal) and found PASBs Chief
Executive Officer and one of PASBs directors liable for MIDF's loss. MIDF has filed a
Notice of Appeal against the Dismissal.
The Trustee has obtained leave of the court to proceed with the actions against PASB given
that further to an unrelated suit a provisional liquidator had been appointed against PASB.
The Trustee has also obtained leave of the court to proceed with the actions against PASB
following the court's order to wind-up PASB further to the unrelated suit.
In any event, any successful claim that may be established against the Trustee will be covered
by the Trustees insurer and/or Malayan Banking Berhad as the ultimate holding company of
the Trustee. As such, the ABBA Suit and the CP/MTN Suit will not materially affect the
business or financial position of the Trustee.
3. Several holders of the bonds (Bondholders) issued by Aldwich Berhad [In Receivership]
(Aldwich) have sued Aldwich for its failure to settle its indebtedness to the Bondholders
following the default of the said bonds in 2010 and cited the Trustee as one of 6 codefendants under Kuala Lumpur High Court Suit No. D-22NCC-1622-11/2012 (the
Aldwich Bondholders Suit). The claim against the Trustee is for the sum of
RM177,248,747.31 or any other sum that the Court deems fit. The other defendants are the
holding company of Aldwich, the Chief Executive Officer of the holding company of
Aldwich, the Security Agent and the Reporting Accountant. The Trustee does not admit
liability to the Aldwich Bondholders Suit and shall defend it. Trial has concluded and oral
submissions are fixed on 20 and 21 January 2016. The Aldwich Bondholders Suit will not
materially affect the business or financial position of the Trustee."

48

10.0

SALIENT TERMS OF THE DEED


As at 28 August 2015, the prevailing Deed of the Fund is the Third Supplemental Deed dated 21
April 2008 entered into between the Manager, Saham Sabah Berhad and the Trustee, Maybank
Trustees Berhad for the Unit Holders of the Fund.
10.1

10.2

Rights of Unit Holders


a.

Rights to receive distributions of income, participate in any increase in the value of


the units and such other rights and privileges as are provided for in the Deed;

b.

To call for Unit Holders' meeting, and to vote for the removal of the Trustee or the
Manager through a Special Resolution;

c.

To exercise the cooling-off rights; and

d.

To receive Annual and Interim Reports.

Liabilities and Limitation of Unit Holders


Limitation
Unit Holders are not entitled to require the transfer of any of the assets comprised in the
Fund to them or to interfere with or question the Trustee or the Manager on the exercise of
the Trustees rights as owner of the assets.
Liability
The Unit Holders shall not be liable for any amount in excess of the purchase price paid and
for any related charges payable for the units at the time the units were purchased. The Unit
Holders shall not be under any obligation to indemnify the Trustee and/or the Manager if
the liabilities incurred by the Trustee and the Manager exceed the gross asset value of the
Fund. Any rights of indemnity shall be limited to recourse to the Fund.

10.3

Maximum Fees and Charges Permitted by the Deed

Management Fee
Up to 1.5% per annum
of the NAV of the Fund
before the deduction of
Management Fee and
Trustee Fee for the
relevant day.

Trustee Fee
Up to 0.045% of the
NAV of the Fund
before the deduction of
Management Fee and
Trustee Fee for the
relevant day.

Sales Charge
Up to 10% of the NAV
per Unit.

Repurchase Charge
Up to 5% of the NAV
per Unit.

Any increase of the fees and / or charges above the maximum stated in the Deed shall require Unit
Holders approval and issuance of a supplemental deed.
10.4

Procedures To Increase Fees and Charges


10.4.1 Sales Charge and Repurchase Charge
The Manager may not charge a sales charge / repurchase charge at a rate higher
than that disclosed in the Prospectus unless:

49

The Manager has notified the Trustee of the higher rate and the date on which
such higher rate is to become effective;
A supplemental prospectus stating the higher rate is issued thereafter; and
Such time as may be prescribed by any relevant law shall have elapsed since
the supplemental prospectus is issued.

10.4.2 Annual Management Fee and Trustee Fee


The Manager may not charge an annual management fee / trustee fee at a rate
higher than that disclosed in the Prospectus unless:

The Manager has come to an agreement with the Trustee on the higher rate;

The Manager has notified the Unit Holders of the higher rate and the date on
which such higher rate is to become effective;

A supplemental prospectus stating the higher rate is issued thereafter; and

Such time as may be prescribed by any relevant law shall have elapsed since
the supplemental prospectus is issued.
10.5

Expenses Permitted by the Deed


The Deed also provides for payment of other expenses. Such expenses would include but
are not limited to the following:a.
b.
c.
d.
e.
f.
g.

10.6

Commission/fees paid to brokers in effecting dealings in the investments of the Fund;


Tax and other duties charged on the Fund by the Government and/or other authorities;
Costs, fees and other expenses properly incurred by the Auditor appointed for the
Fund;
Costs, fees and expenses for valuation of any investment of the Fund by independent
valuers for the benefit of the Fund;
Costs, fees and expenses incurred for the modification of the Deed other than those for
the benefit of the Manager and/or the Trustee;
Costs, fees and expenses incurred for any meeting of the Unit Holders other than those
convened by, or for the benefit of the Manager and/or Trustee; and
Fees and charges payable to the custodian of the Funds assets.

Retirement, Removal or Replacement of the Manager


The Manager may retire upon giving twelve (12) months notice to the Trustee of its desire
to do so, or such lesser time as the Manager and Trustee may agree, in favour of another
corporation.
The Manager may be removed / replaced by the Trustee on the ground that the Manager:
a.
b.
c.
d.
e.
f.

has failed or neglected to carry out its duties to the satisfaction of the Trustee and the
Trustee considers that it would be in the interests of Unit Holders for it to do so; or
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 management company under the relevant laws; or
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.

50

10.7

Retirement, Removal or Replacement of Trustee


The Trustee may retire upon giving twelve (12) months notice to the Manager of its desire
to do so, or such shorter period as the Manager and the Trustee may agree, and may by deed
appoint in its stead a new Trustee approved by the SC.
The Trustee may be removed and another trustee may be appointed by Special Resolution of
the Registered Holders at a duly convened meeting convened in accordance with the Deed
or as stipulated in the CMSA.

10.8

Power of the Trustee to Remove, Retire or Replace the Manager


The Manager may be removed by the Trustee on the grounds that the Manager is into
liquidation (except for the purpose of amalgamation or reconstruction or some other
purpose approved by the relevant authorities); or has had a receiver appointed; or has ceased
to carry on business; or is in breach of its obligations under the Deed, CMSA or the SCs
Guidelines on Unit Trust Funds; or it has failed or neglected to carry out its duties to the
satisfaction of the Trustee and the Trustee considers that it would be in the interests of Unit
Holders for it to do so after the Trustee has given notice to it of that opinion and the reasons
for that opinion, and after consultation with the SC and with the approval of the Unit
Holders by way of a Special Resolution.

10.9

Termination of the Fund


The Fund may be terminated or wound-up upon the occurrence of any of the following
events:-

10.10

a.

The SCs approval is revoked under Section 212(7)(A) of the CMSA;

b.

A Special Resolution is passed at a Unit Holders meeting to terminate or wind-up the


Fund, following the occurrence of event stipulated under Section 301(1) of the Act
and the court has confirmed the resolution, as required under Section 301(2) of the
CMSA.

Meeting of Unit Holders


A meeting may be summoned by the Unit Holders, the Trustee or the Manager in
accordance with the provisions of the Deed and any relevant laws. Any such Meeting will
be conducted in accordance with the provisions of the Deed and any relevant laws. The
quorum required for a Meeting is five (5) Unit Holders of the Fund whether present in
person or by proxy. However if the purpose of the Meeting is to remove the Manager and/or
the Trustee, then the quorum must be ten (10) Unit Holders whether in person or by proxy
who must hold in aggregate at least 50% of the Units in circulation at the time of Meeting.
Where the Fund has only five (5) or less Unit Holders, the quorum required for a meeting is
two (2) Unit Holders whether present in person or by proxy. But if the Meeting is convened
to remove the Manager and /or the Trustee then the two (2) Unit Holders whether present in
person of by proxy must hold in aggregate at least 50% of the units in circulation at the time
of the Meeting.

51

10.11

The Deed
All Unit Holders of units will be entitled to the benefit of, be bound by and be deemed to
have notice of the provisions of the Deed. Copies of the Deed may be obtained from the
Manager at a cost of RM15.00 each or may be inspected free of charge during normal
working hours at the office of the Manager.

11.0

APPROVALS AND CONDITIONS


There are no waivers or exemptions necessary or granted by the SC for the Fund as none have been
sought for or is considered necessary.

12.0

RELATED-PARTY TRANSACTIONS/CONFLICT OF INTEREST


Policy and Procedures on Conflict of Interest
The Manager
a.

To the best knowledge of the Manager, transactions undertaken by or on behalf of the Fund are
done in the interest of the Unit Holders.

b.

Transactions carried out for or on behalf of the Fund are executed on terms that are best
available to the Fund and which are no less favourable than at arms length transactions
between independent parties.

c.

To date, to the best knowledge of the Manager, there has been no event of conflict of interest
by the Manager. As a general rule, Directors, Investment Committee members and employees
of SSB must be vigilant in identifying and avoiding potential conflict of interest situations.
Employees should report any beneficial interest they may have in securities and any corporate
directorship or other special relationship that they may have that could reasonably be
considered a conflict of interest with their responsibilities to the Company. Employees should
discuss with the Senior Compliance Manager or the Chief Executive Officer (CEO) before
taking any action that could lead to such conflict.

d.

Any conflict of interest situation involving staff other than the CEO and senior management
staff shall be addressed accordingly by the CEO. As for the CEO and senior management
staff, the matter shall be brought to the attention of the Board of Directors for their
deliberation.

e.

Directors and Investment Committee members, on the other hand, shall disclose immediately
all contractual interest whether directly or indirectly with the company or any beneficial
interest they may have in securities and any corporate directorship or other special relationship
that they may have that could reasonably be considered a conflict of interest.

Internal Auditor - Messrs. Tan & Associates


The internal audit team assigned by Messrs. Tan & Associates to carry out the internal audit
function of SSB shall not at any time during the period of being assigned, invest in the units of the
Fund and shall not participate in any activity or relationship that may be in conflict or that may
result in potential conflict with the interests of the Fund.

52

External Fund Manager Affin Hwang Asset Management Berhad (Affin Hwang AM)
Affin Hwang AM has in place policies and procedures to deal with any conflict of interest
situations. In making an investment transaction for the Fund, Affin Hwang AM will not make
improper use of its position in managing the Fund to gain, directly or indirectly, any advantage or to
cause detriment to the interest of the Unit Holders. Where the interest of the Affin Hwang AMs
directors or the members of Affin Hwang AMs investment committee members interests conflict
with that of the Fund, they are to refrain from participating in the decision-making process relating
to the matter. Staffs of Affin Hwang AM are required to seek prior approval from Affin Hwang
AMs executive director or chief executive officer before dealing in any form of securities. All
transactions with related parties are to be executed on terms which are best available to the Fund and
which are not less favourable to the Fund than at an arms-length transaction between independent
parties.
Disclosure of Conflict of interest on behalf of Affin Hwang AM
There is no conflict of interest in respect of Affin Hwang AMs duties as the External Fund Manager
of the Fund.

13.0

EXPERTS REPORT
There are no Experts Reports in respect of the Fund as no experts (i.e. any party providing advice to
the Manager) apart from the Tax Adviser were appointed for the Fund.

14.0

ADDITIONAL INFORMATION
Anti-Money Laundering Policy
All investors are required to provide identification information including proof of identity to enable
the Manager to identify and verify the investors, beneficial ownership and control of such
transaction and conduct ongoing due diligence to ensure information provided are relevant and
updated. The required identification information, as determined by the Manager, is contained in the
annexure to the application form.
The Manager may also require further information from the investors if the information provided in
the application is considered insufficient. The Manager has the right to reject any application for
units if the identity of the investors could not be verified and determined or the investors refused to
provide the required information.
Where the Manager has reason or reasons to suspect an investor is involved in illegal activities or
the source of investment moneys could not be ascertained, the Manager is required by law to report
such investor to the relevant regulatory authority.

53

15.0

TAXATION OF THE FUND


TAXATION ADVISERS LETTER IN RESPECT OF THE TAXATION OF THE UNIT
TRUST AND THE UNIT HOLDERS
(PREPARED FOR INCLUSION IN THIS PROSPECTUS)

9 October 2015

The Board of Directors


Saham Sabah Berhad
Suite 1-9-W2, W3 & W4, 9th Floor
CPS Tower, Centre Point Sabah
No. 1, Jalan Centre Point Sabah
88000 Kota Kinabalu
Sabah

Dear Sirs
TAXATION OF THE UNIT TRUST AND UNIT HOLDERS
This letter has been prepared for inclusion in this Prospectus to be dated 18 November 2015 in connection
with the offer of units in the unit trust known as Saham Amanah Sabah (hereinafter referred to as the
Fund).
The purpose of this letter is to provide prospective unit holders with an overview of the impact of taxation on
the Fund and the unit holders.

TAXATION OF THE FUND


The taxation of the Fund is subject to the provisions of the Malaysian Income Tax Act 1967 (MITA),
particularly Sections 61 and 63B.
Subject to certain exemptions, the income of the Fund comprising interest and other investment income
derived from or accruing in Malaysia after deducting tax allowable expenses, is subject to Malaysian income
tax, which is currently imposed at the rate of 25%1.
Tax allowable expenses would comprise expenses falling under Section 33(1) and Section 63B of the MITA.
Section 33(1) permits a deduction for expenses that are wholly and exclusively incurred in the production of
gross income. In addition, Section 63B allows unit trusts a deduction for a portion of other expenses
(referred to as permitted expenses) not directly related to the production of income, as explained below.

Pursuant to Section 20 of the Finance (No. 2) Act 2014, with effect from the year of assessment 2016, the
income tax rate will be reduced to 24%.

54

Permitted expenses refer to the following expenses incurred by the Fund which are not deductible under
Section 33(1) of the MITA:

the manager's remuneration,


maintenance of the register of unit holders,
share registration expenses,
secretarial, audit and accounting fees, telephone charges, printing and stationery costs and postage.

These expenses are given a partial deduction under Section 63B of the MITA, based on the following
formula:
A x

where

B
4C

is the total of the permitted expenses incurred for that basis period;

is gross income consisting of dividend2, interest and rent chargeable to tax for that
basis period; and

is the aggregate of the gross income consisting of dividend2 and interest (whether
such dividend or interest is exempt or not) and rent, and gains made from the
realisation of investments (whether chargeable to tax or not) for that basis period,

provided that the amount of deduction to be made shall not be less than 10% of the total permitted expenses
incurred for that basis period.

Exempt income
The following income of the Fund is exempt from tax:

Malaysian sourced dividends


Tax exempt dividends received from investments in companies which had previously enjoyed or are
currently enjoying certain tax incentives provided under the relevant legislation.
Any dividends paid, credited or distributed to any person where the company paying such dividends
is not entitled to deduct tax under Section 108 of MITA (commonly referred to as single tier
dividends).

Malaysian sourced interest


(i)
(ii)

interest from securities or bonds issued or guaranteed by the Government of Malaysia;


interest from debentures or Islamic securities (other than convertible loan stock)
approved by the Securities Commission Malaysia;

Pursuant to Section 15 of the Finance Act 2011, with effect from the year of assessment 2011, dividend
income is deemed to include income distributed by a unit trust which includes distributions from Real
Estate Investment Trusts.

55

(iii)
(iv)

(v)
(vi)

(vii)
(viii)

interest from Bon Simpanan Malaysia issued by Bank Negara Malaysia;


interest derived from Malaysia and paid or credited by banks or financial institutions
licensed under the Banking and Financial Institutions Act 1989 or the Islamic Banking
Act 19833;
interest derived from Malaysia and paid or credited by any development financial
institution regulated under the Development Financial Institutions Act 20024;
interest from Islamic securities originating from Malaysia, other than convertible loan
stock issued in any currency other than Ringgit and approved by Securities Commission
Malaysia or Labuan Offshore Financial Services Authority (LOFSA)5;
interest received from bonds or securities issued by Pengurusan Danaharta Nasional
Berhad; and
interest derived from bonds (other than convertible loan stock) paid or credited by any
company listed on the Malaysian Exchange of Securities Dealing and Automated
Quotation Berhad (MESDAQ)6.

Discount
Tax exemption is given on discount paid or credited to any unit trust in respect of investments as
specified in items (i), (ii) and (iii) above.

Foreign sourced income


Dividends, interest and other income derived from sources outside Malaysia and received in Malaysia by a
resident unit trust is exempt from Malaysian income tax. However, such income may be subject to tax in the
country from which it is derived.
Gains from the realisation of investments
Pursuant to Section 61(1) (b) of the MITA, gains from the realisation of investments will not be treated as
income of the Fund and hence, are not subject to income tax. Such gains may be subject to real property
gains tax (RPGT) under the Real Property Gains Tax Act, 1976 (RPGT Act), if the gains are derived from
the sale of chargeable assets, as defined in the RPGT Act.
3

The Banking and Financial Institutions Act 1989 and the Islamic Banking Act 1983 were repealed and
replaced with the Financial Services Act 2013 and the Islamic Financial Services Act 2013, respectively,
with effect from 30 June 2013. Pursuant to Section 272(h) of the Financial Services Act 2013 and Section
283(h) of the Islamic Financial Services Act 2013, any reference to the Banking and Financial Institutions
Act 1989 and the Islamic Banking Act 1983 in any written law shall generally be construed as a reference
to the Financial Services Act 2013 or the Islamic Financial Services Act 2013, respectively.
4 Pursuant to Section 22(c) of the Finance (No. 2) Act 2014, with effect from the year of assessment 2015,
the interest will be exempted from tax.
5 Pursuant to Section 4 of the Finance Act 2011, with effect from 11 February 2010, any reference in the
MITA to LOFSA shall be construed as a reference to Labuan Financial Services Authority (LFSA).
6
MESDAQ was replaced by FTSE Bursa Malaysia ACE with effect from 3 August 2009, therefore any
interest derived from bonds (other than convertible loan stocks) paid or credited by any company listed on
the MESDAQ should still qualify for an exemption up to 2 August 2009. However, from 3 August 2009
and up to the date of this letter, there is no new gazette order issued to exempt interest derived from bonds
paid or credited by a company listed in the new FTSE Bursa Malaysia ACE.

56

Goods and Services Tax (GST)


On 1 April 2015, GST was implemented at the standard rate of 6% to replace the existing sales tax and
service tax systems. Based on the Goods and Services Tax Act 2014 which was gazette on 19 June 2014, the
Fund, being a collective investment vehicle, will be making exempt supplies. Hence, the Fund is not required
to be registered for GST purposes. The Fund will incur expenses such as management fees, trustee fees and
other administrative charges which will be subject to 6% GST. The 6% input tax which may be incurred on
such expenses will generally not be claimable by the Fund.
TAXATION OF UNIT HOLDERS
For Malaysian income tax purposes, unit holders will be taxed on their share of the distributions received
from the Fund.
The income of unit holders from their investment in the Fund broadly falls under the following categories:
1.
2.

taxable distributions; and


non-taxable and exempt distributions.

In addition, unit holders may also realise a gain from the sale of units.
The tax implications of each of the above categories are explained below:
1.

Taxable distributions
Distributions received from the Fund will have to be grossed up to take into account the underlying
tax paid by the Fund and the unit holder will be taxed on the grossed up amount.
Such distributions carry a tax credit, which will be available for set-off against any Malaysian
income tax payable by the unit holder. Should the tax deducted at source exceed the tax liability of
the unit holder, the excess is refundable to the unit holder.
Please refer to the paragraph below for the income tax rates applicable to the grossed up
distributions.

2.

Non-taxable and exempt distributions


Tax exempt distributions made out of gains from the realisation of investments and exempt income
earned by the Fund will not be subject to Malaysian income tax in the hands of the unit holders.

57

Rates of tax
The Malaysian income tax chargeable on the unit holders would depends on their tax residence status and
whether they are individuals, corporations or trust bodies. The relevant income tax rates charged are as
follows:

Unit holders

Malaysian tax rates

Malaysian tax resident:


Individual and non-corporate unit holders (such as
associations and societies)

Progressive tax rates ranging from


0% to 26%8

Co-operatives7

Trust bodies

Progressive tax rates ranging from


0% to 25%9
25%1

Corporate unit holders


(i)
A company with paid up capital in respect
of ordinary shares of not more than RM2.5
million (at the beginning of the basis
period for the year of assessment)10

(ii)

Companies other than (i) above

First RM500,000 of chargeable


income @ 20%11
Chargeable income in excess of
RM500,000 @ 25%10

25%1

Pursuant to Paragraph 12(1), Schedule 6 of the MITA, the income of any co-operative society
(a) In respect of a period of five years commencing from the date of registration of such co-operative
society; and
(b) thereafter where the members funds [as defined in Paragraph 12(2) of such co-operative society as at
the first day of the basis period for the year of assessment is less than seven hundred and fifty
thousand ringgit
is exempt from tax.
8
Pursuant to Section 20 of the Finance (No. 2) Act 2014, with effect from the year of assessment 2015, the
top Malaysian income tax rate for resident individuals will be reduced from 26% to 25%.
9
Pursuant to Section 20 of the Finance (No. 2) Act 2014, with effect from the year of assessment 2015, the
top Malaysian income tax rate for co-operatives will be reduced from 25% to 24%.
10
A company would not be eligible for the 20% tax rate on the first RM500,000 of chargeable income if:a) more than 50% of the paid up capital in respect of the ordinary shares of the company is directly or
indirectly owned by a related company which has a paid up capital in respect of ordinary shares of
more than RM2.5 million at the beginning of a basis period for a year of assessment;
b) the company owns directly or indirectly more than 50% of the paid up capital in respect of the
ordinary shares of a related company which has a paid up capital in respect of ordinary shares of
more than RM2.5 million at the beginning of a basis period for a year of assessment.
c) more than 50% of the paid up capital in respect of the ordinary shares of the company and a related
company which has a paid up capital in respect of ordinary shares of more than RM2.5 million at
the beginning of a basis period for a year of assessment is directly or indirectly owned by another
company.
11
Pursuant to Section 20 of the Finance (No. 2) Act 2014, with effect from the year of assessment 2016,
the income tax rate will be reduced to 19% on chargeable income up to RM500,000 and 24% on the
remaining chargeable income.

58

Non-Malaysian tax resident (Note):

Individual and non-corporate unit holders

26%12

Corporate unit holders and trust bodies

25%1

Note:
Non-resident unit holders may be subject to tax in their respective countries depending on the provisions of
the tax legislation in the respective countries and any existing double taxation arrangements with Malaysia.

Gains from sale of units


Gains arising from the realisation of investments will not be subject to income tax in the hands of unit holders
unless they are insurance companies, financial institutions or traders / dealers in securities.

Unit splits and reinvestment of distributions


Unit holders may also receive new units as a result of unit splits or may choose to reinvest their
distributions. The income tax implications of these are as follows:

Unit splits new units issued by the Fund pursuant to a unit split will not be subject to income tax in
the hands of the unit holders.

Reinvestment of distributions unit holders may choose to reinvest their income distribution in new
units by informing the Manager. In this event, the unit holder will be deemed to have received the
distribution and reinvested it with the Fund.

**********************************************
We hereby confirm that, as at the date of this letter, the statements made in this report correctly reflect our
understanding of the tax position under current Malaysian tax legislation and the related interpretation and
practice thereof, all of which are subject to change, possibly on a retrospective basis. We have not been
retained (unless specifically instructed hereafter), nor are we obligated to monitor or update the statements
for future conditions that may affect these statements.

12

Pursuant to Section 20 of the Finance (No. 2) Act 2014, with effect from the year of assessment 2015,
the income tax rate for non-resident individuals will be reduced from 26% to 25%.

59

The statements made in this letter are not intended to be a complete analysis of the tax consequences relating
to an investor in the Fund. As the particular circumstances of each investor may differ, we recommend that
investors obtain independent advice on the tax issues associated with an investment in the Fund.

Yours faithfully
Ernst & Young Tax Consultants Sdn Bhd

GOH CHEE SAN


Partner

60

16.0

CONSENTS
The Trustee (Maybank Trustees Berhad), the External Fund Manager (Affin Hwang AM), the
Managers delegate (Messrs Tan & Associates), Bankers, Custodians, Auditors & Reporting
Accountants and the Solicitor (Messrs Antin Zakaria & Rauf) have given their written consents to
the inclusion of their names in the forms and context in which they appear in this Prospectus and
have not, before the date of issue of this Prospectus, withdrawn such consents.
Affin Hwang AM has given their written consent to the inclusion of their particulars in the form
and context in which they appear in this Prospectus and has not withdrawn such consent before the
date of issue of this Prospectus. Their responsibility with regard to this Prospectus does not extend
beyond the disclosure of their particulars, apart from which they have had no involvement in the
preparation of this Prospectus.
Ernst & Young Tax Consultants Sdn Bhd has given their written consent to the inclusion of the
Taxation Advisers Letter in the form and context in which it appears in this Prospectus and has not
withdrawn such consent before the date of issue of this Prospectus. Their responsibility with regard
to this Prospectus does not extend beyond the Tax Advisers Letter in Respect of the Taxation of the
Unit Trust and the Unit Holders, apart from which they have had no involvement in the preparation
of this Prospectus.

17.0

DOCUMENTS AVAILABLE FOR INSPECTION


For a period of not less than 12 months at the registered office of the Manager and the Trustee, the
following documents or copies thereof, where applicable, may be inspected without charge:a.

The Deed of the Fund;

b.

Any material contract or document referred to in this Prospectus;

c.

The latest annual and interim reports of the Fund;

d.

The audited financial statements of the Fund and the Manager for the current year and the last
5 financial years;

e.

All reports, letters or other documents, valuations and statements by any expert, any part of
which is extracted or referred to in this Prospectus; and

f.

Any consent given by experts or persons named in the Prospectus.

61

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SAHAM SABAH BERHAD


(303418-V)
Suite 1-9-W2,W3,W4, 9th Floor,
CPS Tower, Centre Point Sabah,
No. 1, Jalan Centre Point, 88000 Kota Kinabalu,
Locked Bag 2071, 88999 Kota Kinabalu, Sabah.
Tel: 088-266 588/ 254 967/ 254 968
Fax: 088 - 262 588
Website: www.sahamsabah.com.my

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