161018 Structured Income Fund 9 IM - eUnitTrust.com.my · Berhad including such other name as it...
Transcript of 161018 Structured Income Fund 9 IM - eUnitTrust.com.my · Berhad including such other name as it...
INFORMATION MEMORANDUM FOR AFFIN HWANG STRUCTURED INCOME FUND 9
Manager : Affin Hwang Asset Management Berhad (429786‐T)
Trustee : TMF Trustees Malaysia Berhad (610812‐W)
This Information Memorandum is dated 18 October 2016.
The Affin Hwang Structured Income Fund 9 was constituted on 18 October 2016*. * The constitution date of this Fund is also the launch date of this Fund.
INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS INFORMATION MEMORANDUM AND OBTAIN PROFESSIONAL ADVICE BEFORE SUBSCRIBING TO THE UNITS OF THE FUND. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.
Due to the nature of the underlying investments of the Fund, you may lose your entire investment capital and future income distribution should a Credit Event occurs, a default by the Structurer of the Credit‐Linked Note or other legal prohibitions stated herein.
The Credit‐Linked Note the Fund intends to invest in contains a feature known as First‐to‐Default or commonly known as a FTD. This constitutes an additional risk to the CLN as a default by any one Reference Entities in servicing its obligations under the Confirmation which will lead to a Credit Event. For further details on the FTD, please refer to page 11. Investors should note that the FTD feature embedded in the CLN increases the likelihood of a Credit Event occurring. The implication to investors and the Fund should a Credit Event occur is highlighted in page 12.
This Information Memorandum has been seen and approved by the directors of Affin Hwang Asset Management Berhad and they collectively and individually accept full responsibility for the accuracy of all information contained herein and confirm, having made all enquiries which are reasonable in the circumstances, that to the best of their knowledge and belief, there are no other facts omitted which would make any statement herein misleading.
A copy of this Information Memorandum is deposited with the Securities Commission Malaysia. The Securities Commission Malaysia will not be liable for any non‐disclosure on the part of Affin Hwang Asset Management Berhad and takes no responsibility for the contents of this Information Memorandum, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon the whole or any part of the contents of this Information Memorandum.
Sophisticated 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 this Information Memorandum that is false, misleading, or from which there is a material omission; or for any misleading or deceptive act in relation to this Information Memorandum or the conduct of any other person in relation to the Fund.
This Information Memorandum is to be issued and distributed in Malaysia only. Consequently, no representation has been and will be made as to its compliance with the laws of any foreign jurisdiction.
TABLE OF CONTENTS
CHAPTER PAGE
CORPORATE DIRECTORY ....................................................................................... 1
GLOSSARY ........................................................................................................ 2
ABOUT AFFIN HWANG STRUCTURED INCOME FUND 9 ................................................... 7
PERTINENT INFORMATION ABOUT THE CLN ............................................................. 11
ABOUT THE FEES AND CHARGES ........................................................................... 15
UNDERSTANDING THE RISKS OF THE FUND .............................................................. 19
DEALING INFORMATION ...................................................................................... 23
RELATED PARTIES TO THE FUND .......................................................................... 26
ABOUT THE MANAGER - AHAM ............................................................................. 26
ABOUT THE TRUSTEE ........................................................................................ 26
RELEVANT INFORMATION .................................................................................... 27
INVESTORS INFORMATION ................................................................................... 30
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CORPORATE DIRECTORY The Manager Affin Hwang Asset Management Berhad (429786‐T) Registered Office 27th Floor, Menara Boustead, 69 Jalan Raja Chulan 50200 Kuala Lumpur Business Address Ground Floor, Menara Boustead, 69 Jalan Raja Chulan 50200 Kuala Lumpur Tel No.: (603) 2116 6000 Fax No.: (603) 2116 6100 Toll free line: 1‐800‐88‐7080 E‐mail: [email protected] Website: www.affinhwangam.com Board of Directors of the Manager
Tan Sri Dato’ Seri Che Lodin Bin Wok Kamaruddin
Puan Maimoonah Binti Mohamed Hussain
Mr Teng Chee Wai
Mr David Semaya
Encik Abd Malik Bin A Rahman (Independent Director)
Dato’ Hj Latip Bin Ismail (Independent Director) Manager’s Delegate (fund valuation & accounting function) TMF Trustees Malaysia Berhad (610812‐W) Registered & Business Address 10th Floor, Menara Hap Seng No. 1 & 3, Jalan P. Ramlee 50250 Kuala Lumpur Tel No. : (603) 2382 4288 Fax No. : (603) 2026 1451 The Trustee TMF Trustees Malaysia Berhad (610812‐W) Registered & Business Address 10
th Floor, Menara Hap Seng No. 1 & 3, Jalan P. Ramlee 50250 Kuala Lumpur Tel No. : (603) 2382 4288 Fax No. : (603) 2026 1451 Trustee’s Delegate (Local & Foreign Custodian) Standard Chartered Bank Malaysia Berhad (312552‐W) Business Address Level 16, Menara Standard Chartered 30 Jalan Sultan Ismail 50250 Kuala Lumpur Tel No. : (603) 2117 7777 Fax No. : (603) 2711 6060
Company Secretary Azizah Shukor(LS0008845) 27
th Floor Menara Boustead 69 Jalan Raja Chulan 50200 Kuala Lumpur Wilayah Persekutuan Tax Adviser Deloitte Tax Services Sdn. Bhd. Level 16, Menara LGB, 1 Jalan Wan Kadir Taman Tun Dr Ismail, 60000 Kuala Lumpur Auditor PricewaterhouseCoopers Level 10, 1 Sentral, Jalan Rakyat, KL Sentral P.O. Box 10192 50706 Kuala Lumpur Banker HSBC Bank (M) Berhad Head Office 2, Leboh Ampang 50100 Kuala Lumpur Solicitors Messrs. Soon Gan Dion & Partners 1st Floor, No. 73, Jalan SS 21/1A Damansara Utama 47400 Petaling Jaya FiMM Federation of Investment Managers Malaysia 19‐06‐1, 6
th Floor Wisma Tune 19, Lorong Dungun, Damansara Heights 50490 Kuala Lumpur Tel No. : (603) 2093 2600 Fax No. : (603) 2093 2700 Email: [email protected] Website: www.fimm.com.my Agents Registered unit trust consultants and other approved Institutional Unit Trust Advisers (as and when appointed) of the Manager.
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GLOSSARY the Act Means the Capital Markets and Services Act 2007 as originally enacted and amended
or modified from time to time.
Auction Settlement Process Means the settlement process when a credit event occurs on a Reference Entity. An auction will be held to facilitate settlement of a number of contracts, to determine the Cash Settlement Amount.
Base Currency Means the currency in which the Fund is denominated i.e. MYR.
Basket Refers to all the Reference Entities whose performance (servicing of the Obligation stated in the Confirmation) determines the performance of the CLN.
bid In relation to a financial instrument (such as a credit‐linked note), means the price that a buyer is willing to pay for that financial instrument.
Bursa Malaysia Means the stock exchange managed and operated by Bursa Malaysia Securities Berhad including such other name as it may be changed to from time to time.
Business Day A day on which the Bursa Malaysia is open for trading. The Manager may declare certain Business Days a non‐Business Day when deemed necessary, such as in the event of market disruption.
Cash Settlement Amount Means the amount the Structurer will pay to the Fund, being the value of the CLN, when the Structurer provides notification of a Credit Event.
Commencement Date Means the date of this Information Memorandum and is the date on which sales of Units of the Fund may first be made. The Commencement Date is also the date of constitution of the Fund.
Communiqué Means the notice which the Manager will be giving to you.
Confirmation Means the contract entered into by the Structurer and the Manager and the Trustee, as the case may be, on behalf of the Fund for the purchase of the CLN.
Credit Event When any one of the Reference Entity defaults on the Obligation because of the occurrence of one or more of the following specific events:‐
(1) bankruptcy (the Reference Entity becomes insolvent); or
(2) failure to pay (the Reference Entity fails to make interest or principal payments in respect of the Obligation when due after a permitted grace period.); or
(3) obligation default (the Reference Entity defaults on the terms of the Obligation); or
(4) obligation acceleration (where the failure to observe terms of the Obligation result in the Obligation becoming immediately due); or
(5) repudiation/moratorium (the Reference Entity or a governmental body declares a moratorium over the Obligation); or
(6) restructuring (where the Reference Entity attempts or decides to restructure the terms of the Obligation because the Reference Entity is not able to satisfy one or more terms of the Obligation within a specified time); or
(7) government intervention (actions taken or announcement made by any governmental authority that would affect creditors’ rights and mandatorily changes the beneficial holder of the obligations).
Please see further on page 11 – Pertinent Information About the CLN.
Credit‐Linked Note or CLN The CLN that the Fund intends to purchase is a type of structured product whose principal and coupon payments are contingent on the performance of the Reference Entities.
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In this Information Memorandum, the expression “CLN” or “Credit‐Linked Note” refers to the CLN that the Fund intends to purchase.
The CLN will be denominated in United States Dollar (USD).
Deed(s) Refers to the deed dated 4 October 2016 entered into between the Manager and the Trustee and includes any subsequent amendments and variations to the Deed.
FiMM Means the Federation of Investment Managers Malaysia.
Financial Institution
Means (1) if the institution is in Malaysia –
(i) Licensed Bank;
(ii) Licensed Investment Bank;
(iii) Development Financial Institutions (DFIs); or
(iv) Licensed Islamic Bank;
(2) if the institution is outside Malaysia, any institution that is licensed,registered,approved or authorised by the relevant banking regulator to provide financial services.
First‐to‐default or FTD FTD is a feature commonly imposed by sellers of structured products in the nature of the CLN that the Fund intends to purchase.
As the Basket consist of multiple Reference Entities, the Structurer has imposed this feature whereby if even one Reference Entity fails to observe the Obligation specified in the Confirmation, that in itself, is sufficient for the Structurer to provide a notification of a Credit Event, notwithstanding that the other Reference Entities continue to observe the Obligation diligently. Because of the nature of this FTD, it may also be considered a risk to the CLN.
The trade‐off for imposing this FTD to the CLN is that the Structurer will increase the coupon payout or reduce the price of the CLN.
Forward Pricing Means the method of determining the price of a Unit which is the NAV per Unit calculated at the next valuation point after an application for purchase or repurchase request is received by the Manager.
Fund Refers to Affin Hwang Structured Income Fund 9.
GST Refers to the tax levied on goods and services pursuant to the Goods and Services Tax Act 2014.
Guidelines Guidelines on Unlisted Capital Market Products Under The Lodge And Launch Framework issued by the SC and as amended from time to time.
Information Memorandum Means this offer document in respect of this Fund.
Investment Date Means the date on which the Fund first makes investments and it is the actual date the Fund pays for the CLN, which is not more than three (3) weeks from the end of Offer Period.
A reference to the Fund’s anniversary will be a reference from this Investment Date.
Licensed Bank Means a bank licensed under the Financial Services Act 2013.
Licensed Investment Bank Means an investment bank licensed under the Financial Services Act 2013.
Licensed Islamic Bank Means an Islamic bank licensed under the Islamic Financial Services Act 2013.
the Manager or AHAM Refers to Affin Hwang Asset Management Berhad.
Maturity Date Means the date on which the Fund automatically terminates, which is the 3 January 2020. If the Fund is earlier terminated in accordance with the provisions of the Deed or upon the occurrence of Credit Event, the “Maturity Date” shall mean the date of such earlier termination.
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It is important to note that the “Maturity Date” can be extended, if in the opinion of the Structurer that a Credit Event may have occurred in respect of any of the Reference Entities, the Structurer may notify the Fund that the “Maturity Date” has been postponed to the third (3rd) Business Day following the date as specified in the notice or not more than twenty one (21) days after 3 January 2020. For the avoidance of doubt, if the Structurer provides a notification of Credit Event in respect of the issuer of the bond (the Reference Entity), the Fund ceases to be entitled to receive the Notional Amount. Instead, the Fund will receive the Cash Settlement Amount.
Maturity of the Fund or Fund’s Maturity
The Fund will mature:‐
(1) on the Maturity Date; or
(2) upon the occurrence of Credit Event;
whichever occurs first.
Mid‐quote Means the average of total bids and offers for the bond of which its Reference Entity has experienced a Credit Event.
MYR Means the Malaysian Ringgit, the lawful currency of Malaysia.
NAV
Determined by deducting the value of all the Fund’s liabilities from the value of all the Fund’s assets, at the valuation point. For the purpose of computing the management fee and the annual trustee fee, the NAV of the Fund should be inclusive (that is, before any deduction) of the management fee and the trustee fee for the relevant day.
NAV per Unit Means the NAV of the Fund at a particular point divided by the number of Units in Circulation at the same valuation point.
Notional Amount Means the amount the Structurer is contractually obliged to pay to the Fund under the Confirmation, being the value of the CLN, on the Maturity Date.
The Notional Amount payable to the Fund and distributed to Unit Holders (together with the remaining cash and cash equivalents of the Fund) will not be less than the Offer Price plus the Sales Charge (minus any relevant fees incurred by the Fund) for each Unit held by the Unit Holders.
Obligation(s) In relation to the CLN, means the types of obligation that the Reference Entities have to satisfy (or service).
The types of Obligation will be stated in the Confirmation. On the Trade Date, only those types of Obligation stated in the Confirmation will be applicable to the CLN.
The Obligations will include all current AND future obligations within the type stated in the Confirmation. For instance, if loans are stated as a type of Obligation, the Obligation will be in respect of all current loans taken and future loans to be taken by the Reference Entities.
Offer Period Means a limited period where the Units of this Fund are available for purchase.
No Units of the Fund shall be available for purchase after the Offer Period.
Offer Price The Offer Price is RM1.00 per Unit during the Offer Period.
PHS Is a disclosure document that contains clear and concise information of the salient features of the unlisted capital market product.
Recovery Rate Means the rate (in percentage terms) for the bond that is able to be recovered from its par value when the Structurer provides notification of a Credit Event in respect of the issuer of the bond (the Reference Entity).
Please see further on page 11– Pertinent Information About the CLN.
Reference Entity or Reference Entities
The entities (whether corporate or sovereigns) that determines the performance of the Credit‐Linked Note.
“Reference Entity” refers to any one of the Reference Entities.
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Each of the Reference Entities is assigned a particular bond. When a Reference Entity fails to service the Obligation stated in the Confirmation and the Structurer provides a notification of a Credit Event, the Recovery Rate of that bond, post the notification of a Credit Event, will accordingly, be applied to the Notional Amount.
Repurchase Charge Means a charge imposed pursuant to a repurchase request.
Repurchase Price Means the price payable to a Unit Holder by the Manager for a Unit pursuant to a repurchase request and it shall be exclusive of any Repurchase Charge.
SC Means the Securities Commission Malaysia established under the Securities Commission Malaysia Act 1993.
Sales Charge Means a charge imposed pursuant to the Unit Holder’s purchase request.
Selling Price Means the NAV per Unit payable by the Unit Holder for the Manager to create a Unit in the Fund and it shall be exclusive of any Sales Charge.
Sophisticated Investors Refers to –
(1) an individual whose total net personal assets, or total net joint assets with his or her spouse, exceed RM3 million or its equivalent in foreign currencies, excluding the value of the individual’s primary residence;
(2) an individual who has a gross annual income exceeding RM300,000 or its equivalent in foreign currencies per annum in the preceding 12 months;
(3) an individual who, jointly with his or her spouse, has a gross annual income exceeding RM400,000 or its equivalent in foreign currencies per annum in the preceding 12 months;
(4) a corporation with total net assets exceeding RM10 million or its equivalent in foreign currencies based on the last audited accounts;
(5) a partnership with total net assets exceeding RM10 million or its equivalent in foreign currencies;
(6) a unit trust scheme or prescribed investment scheme;
(7) a private retirement scheme;
(8) a closed‐end fund approved by SC;
(9) a company that is registered as a trust company under the Trust Companies Act 1949 which has assets under management exceeding RM10 million or its equivalent in foreign currencies;
(10) a corporation that is a public company under the Companies Act 1965 which is approved by the SC to be a trustee under the Act and has assets under management exceeding RM10 million or its equivalent in foreign currencies;
(11) a statutory body established by an Act of Parliament or an enactment of any State;
(12) a pension fund approved by the Director General of Inland Revenue under section 150 of the Income Tax Act 1967 [Act 53];
(13) central bank of Malaysia;
(14) a holder of a capital markets services licence or an executive director or a chief executive officer of a holder of a capital markets services licence;
(15) a licensed institution as defined in the Financial Services Act 2013;
(16) an Islamic bank as defined in the Islamic Financial Services Act 2013;
(17) an insurance company licensed under the Financial Services Act 2013;
(18) a takaful operator registered under the Islamic Financial Services Act 2013;
(19) a bank licensee or insurance licensee as defined under the Labuan Financial Services and Securities Act 2010 [704];
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(20) an Islamic bank licensee or takaful licensee as defined under the Labuan Islamic Financial Services and Securities Act 2010 [705]; and
(21) such other investor(s) as may be permitted by the Securities Commission Malaysia from time to time and/or under the relevant guidelines for wholesale funds.
Special Resolution Means a resolution passed by a majority of not less than three quarter (¾) of Unit Holders voting at a meeting of the Unit Holders.
For the purpose of terminating or winding up the Fund, a Special Resolution is passed by a majority in number representing at least three quarter (¾) of the value of Units held by the Unit Holders voting at the meeting in person or by proxy.
Trade Date Means the actual date stated in the Confirmation where the Fund enters into a contractual transaction with the Structurer for the purpose of purchasing the CLN.
Trustee Refers to TMF Trustees Malaysia Berhad.
Unit or Units Means an undivided share in the beneficial interest and/or right in the Fund and a measurement of the interest and/or right of a Unit Holder in the Fund and means a Unit of the Fund and if the Fund has more than one class of Units, it means a Unit issued for each Class.
Units in Circulation Means Units created and fully paid for and which has not been cancelled.
It is also the total number of Units issued at a particular valuation point.
Unit Holder or Unit Holders or You
Refers to the person or persons registered for the time being as the holder or holders of Units of the Fund including persons jointly registered.
Reference to first person pronouns such as “we”, “us” or “our” in this Information Memorandum means the Manager/AHAM.
Unless otherwise stated, reference to “day” means calendar day.
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ABOUT AFFIN HWANG STRUCTURED INCOME FUND 9
FUND CATEGORY : Structured Product (wholesale / close‐ended)
BASE CURRENCY : MYR
FUND TYPE : Income LAUNCH DATE : 18 October 2016
FINANCIAL YEAR END : 31 January
OFFER PRICE & OFFER PERIOD
The offer period shall be for a period of not more than 45 calendar days from the Commencement Date of the Fund.
The offer period may be shortened in the event we determine that it is in your best interest. We will then issue a Communiqué to you, notifying that the Offer Period is shortened and the actual Investment Date will be stated in the same Communiqué.
The offer price during the offer period is set at MYR 1.00 only.
Units will ONLY be sold during the offer period. VIABLE FUND SIZE
We reserve the right not to proceed with the Fund if the Fund has not achieved a viable size of 80 million Units at the end of the Offer Period.
INVESTORS’ PROFILE
The Fund is suitable for you, if you:
seek regular income distribution;
have a short term investment horizon; and
have a high risk tolerance.
INVESTMENT OBJECTIVE
The Fund aims to provide income distribution through investment in Credit‐linked Note.
Any material change to the Fund’s investment objective would require Unit Holders’ approval. PERFORMANCE BENCHMARK
12‐Month Malayan Banking Berhad fixed deposit rate.
The risk profile of this Fund is different from the risk profile of the benchmark. ASSET ALLOCATION
A minimum of 95% of the Fund’s NAV to be invested in CLN; and
A maximum of 5% of the Fund’s NAV to be invested in money market instruments, fixed deposits and/or liquid assets. INVESTMENT STRATEGY
The Fund will invest a minimum of 95% of the Fund’s NAV in a USD‐denominated CLN issued by a Financial Institution (the “Structurer”), while the remaining balance will be invested in money market instruments, fixed deposits and/or liquid assets. The minimum allocation of CLN however will not be observed nearing the Maturity Date as the maturity period of the CLN may be shorter than the Maturity Date of this Fund.
The CLN that the Fund intends to purchase provides exposure to multiple corporation or sovereign referred to as “Reference Entities” (please refer to page 11 for further details). The CLN will only be sourced from a Structurer with a minimum credit rating of Baa3 by Moody’s or its equivalent.
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Being a holder of the CLN, the Fund will be paid by the Structurer in the form of quarterly coupon payments (the amount is fixed at the onset when the purchase of the CLN is made and stated in the Confirmation). These coupons received by the Fund would be used to provide quarterly income distributions by the Fund to you, subject to the applicable Fund expenses and fees. All income distributions will be in MYR terms.
At the Maturity Date, the Structurer will pay the Fund the Notional Amount. The payment of proceeds is expected to be paid to you within two (2) weeks from the Maturity Date and will not be more than one (1) months from the Maturity Date.
The Fund may also employ derivatives such as foreign exchange forward contracts and cross currency swaps for hedging purpose. Cross currency swaps and/or foreign exchange forward contracts may be used to hedge the principal and/or the returns of the foreign currency denominated investments back to MYR. The employment of derivatives under these circumstances is expected to reduce the impact of foreign currency movements on the Fund’s NAV. While the hedging strategy will assist with mitigating the potential foreign exchange loss by the Fund, any potential gains from the hedging strategy will be capped as well.
Please refer to the illustration below for a better understanding of the mechanics of the Fund:
PERMITTED INVESTMENT
The Fund will invest in the following investments:
Credit‐linked Note;
Money market instruments;
Fixed deposits; and
Any other form of investments as may be determined by us from time to time that is in line with the Fund’s objective.
DISTRIBUTION POLICY
Subject to the availability of income, the Fund aims to distribute income on a quarterly basis until the Maturity Date. In the absence of a Credit Event, the Fund will receive coupon payments from the Structurer every quarter and payable to you only at the end of that quarter.
At Maturity Date the Fund will distribute the final quarterly income and maturity proceeds of the Fund (based on the number of Units held), subject to the applicable Fund expenses and fees. The payment of final quarterly income and
The Fund CLN issued by the Structurer
Coupon payout provided by the
Structurer
At the Maturity Date, the Structurer will return the Notional Amount.
Cash flows at Investment Date
Cash flows during the tenure of Fund
Cash flows at Maturity Date
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maturity proceeds is expected to be paid within two (2) weeks (no longer than 1 month) from the Maturity Date of the Fund.
All income shall be paid in cash. There will be no option for Unit Holders to reinvest the income in the form of additional Units for this Fund. VALUATION OF THE FUND
The Fund will be valued at 6.00 p.m. on every Business Day (or “trading day” or “T” day). However, if the Fund has exposure to investments outside of Malaysia, the Fund shall be valued at 11.00 a.m. on the next Business Day (or “T + 1”). All foreign assets are translated into the Base Currency based on the exchange rate quoted by Bloomberg or Reuters at 4.00 p.m. (United Kingdom time) which is equivalent to 11 p.m. or 12 a.m. midnight (Malaysian time) on the same day, or at such time as stipulated in the investment management standards issued by FiMM. If the foreign market in which the Fund is invested in is closed for business, we will value the underlying assets based on the latest available price as at the day the particular foreign market was last opened for business. VALUATION OF ASSETS In valuing the Fund’s investments, we will ensure that all the assets of the Fund will be valued at fair value and in accordance to the Financial Reporting Standard 139 issued by the Malaysian Accounting Standards Board.
CLN
The valuation will be at bid price of the CLN provided by the Structurer based on fair value. The Structurer generates the market valuation through the use of their own proprietary valuation models which incorporates all the relevant and available market data in respect of the CLN (e.g. interest rate, credit spread of Reference Entities, remaining duration). However, the valuation of the CLN may be close to zero due to impending news that may adversely affect the pricing of the CLN. For example, there may be circumstances that the company reporting weaker profits which may affect its ability to meet its debt commitments. This would lead to higher risk of default of the Reference Entities.
In “Specific Risk of the Fund ‐ Liquidity Risk” section, we have stated that the OTC trade has the effect of the Fund not being in a better bargaining position due to lack of multiple buyers. It applies to this instance as well. We cannot disregard the valuation conducted by the Structurer and proceed to request a third party to conduct a valuation. Nevertheless, this does not mean that the Structurer is free to quote any price it deems as fair value since, as stated above the valuation will be premised on incorporating all relevant and available market data which can be independently verified, to a large extent. On this basis we will ensure that the value of the CLN quoted by the Structurer is fair at all times. The market valuation provided by the Structurer would be counter‐checked against our internal tracking of the market data that affects the price of the CLN to ensure valuation is fair. This method of valuation is verified by the auditor of the Fund.
Fixed Deposit
Valuation of fixed deposits placed with Financial Institutions will be done by reference to the principal value of the fixed deposits and the interests accrued thereon for the relevant period.
Money Market Instruments
Valuation of money market instruments will be based on amortised costs.
Derivatives
The valuation of derivatives will be based on the rates provided by the respective issuers. For foreign exchange forward contracts (“FX Forwards”), we will apply interpolation formula to compute the value of the FX Forwards based on the rates provided by the Bloomberg. If the rates are not available on the Bloomberg, the FX Forwards will be valued by reference to the average indicative rate quoted by at least 3 independent dealers. In the case where we are unable to obtain quotation from 3 independent dealers, the FX Forwards will be valued in accordance to fair value as determined in good faith by us, on methods or bases which have been verified by the auditor of the Fund and approved by the Trustee.
Any Other Investment
Fair value as determined in good faith by us, on methods or bases which have been verified by the auditor of the Fund and approved by the Trustee.
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CROSS TRADES POLICY
We may conduct cross trades between funds we currently manage provided that all criteria imposed by the regulators are met. Notwithstanding, cross trades between the personal account of our employee and the Fund’s account(s); and between our proprietary trading accounts and the Fund’s account(s) are strictly prohibited. Compliance with the criteria are monitored by our compliance unit, and reported to our compliance and risk management committee, to avoid conflict of interests and manipulation that could have a negative impact on the investors.
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PERTINENT INFORMATION ABOUT THE CLN
WHAT IS A CLN A CLN is a structured product issued by a Structurer that provides exposure for the Fund in multiple corporations and/or sovereigns referred to as “Reference Entities”. So long as the Reference Entities continue to service the Obligation specified in the Confirmation (meaning that their credits remain intact), the Structurer will pay the Fund quarterly fixed coupon payments. The Fund then uses these quarterly coupon payments to distribute income to you on a quarterly basis.
Each Reference Entity will have a bond assigned to it where the bond will act as a:
1. determination of the price of the Reference Entity for valuation of the CLN; and
2. determination of the Recovery Rate when the Structurer provides a notification of a Credit Event. SELECTION OF EACH BOND ASSIGNED TO EACH REFERENCE ENTITY
In selecting the bonds, we will ensure that the bonds will so far as they are possible, be rated. With a rated bond, the Manager may be able to better judge the credit background of a Reference Entity. In certain situations, a particular bond may not be rated but if it is backed by a Reference Entity with good credit standing, the Manager may select that bond. “Good credit standing” in this context may include Reference Entities with sound financial position, good corporate governance and business prospects.
Regardless of whether the bond is rated, we are able to track its performance and its price based on quotes from multiple independent sources. SELECTION OF EACH BOND ASSIGNED TO EACH REFERENCE ENTITY
To mitigate credit risk, we will conduct a risk assessment and select the Reference Entity for the CLN. The primary criteria of the selection is the credit quality and in determining the credit quality of a particular Reference Entity, we will review certain traits possessed by that Reference Entity.
If the Reference Entity is a corporation, the following are the important traits, such as but not limited to:
the levels of cash flows
stable and consistent cash flows
the industry position
operates in non‐cyclical markets
high barriers to entry
operating in regulated environments
government‐linked or backed (directly and/ or indirectly)
If the Reference Entity is a sovereign, the following are the important traits, but not limited to:
the economic fundamentals
the current account balances
the foreign exchange reserves
The traits listed above are non‐exhaustive and is not intended to be all‐encompassing. As such, the Reference Entities may not necessarily satisfy ALL the traits listed above. We use these traits as a means of evaluating the overall credit worthiness of the Reference Entities. ILLUSTRATION OF HOW THE COUPONS WOULD PROVIDE INCOME DISTRIBUTION
Assuming the following (provided no occurrences of a Credit Event):
Investment Date : 30 November 2016
Maturity Date : 3 January 2020
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Agreed coupon rate : 5.50% per annum (i.e. 1.375% coupon for every quarter)
Based on the above assumptions, the following will be applicable:
Coupon payment intervals : Quarterly (i.e. every three months)
Total No. of coupon payment intervals : 12
Total percentage of coupon expected to be received : 5.50% per annum x 3 years = 16.50%
Cash flows at Investment Date
Cash flows during the tenure of Fund
Cash flows at Maturity Date
WHAT IS A CREDIT EVENT?
A Credit Event is when any one of the Reference Entity defaults on the Obligation because of the occurrence of one or more of the following specific events:‐
(1) bankruptcy (the Reference Entity becomes insolvent); or
(2) failure to pay (the Reference Entity fails to make interest or principal payments in respect of the Obligation when due after a permitted grace period); or
(3) obligation default (the Reference Entity defaults on the terms of the Obligation); or
(4) obligation acceleration (where the failure to observe terms of the Obligation result in the Obligation becoming immediately due); or
(5) repudiation/moratorium (the Reference Entity or a governmental body declares a moratorium over the Obligation); or
(6) restructuring (where the Reference Entity attempts or decides to restructure the terms of the Obligation because the Reference Entity is not able to satisfy one or more terms of the Obligation within a specified time); OR
(7) Government intervention (actions taken or announcement made by any governmental authority that would affect the creditors’ right and mandatorily changes the beneficial holder of the Obligation)
The Structurer will provide notification when a Credit Event has occurred.
Please note that whilst there may be a possibility of an overlapping occurrence of the specific events, for instance, failure to pay and bankruptcy occurring simultaneously, only one of those specific events is required for the Structurer to provide notification of a Credit Event.
The Fund
CLN
issued by th
e Stru
cturer
Investment Date: Investment in the CLN
End 1st quarter: 1.375% coupon income
End 2nd quarter: 1.375% coupon income
End 11th quarter: 1.375% coupon income
End 12th quarter:
1.375% coupon income + Notional Amount
Page | 13
For the Structurer to notify the occurrences of a Credit Event, at least one of the specific events highlighted above must have occurred and be within public knowledge. Instances of heightened possibility that one or more of the specific events highlighted above may occur does not result in the occurrence of a Credit Event. WHAT HAPPENS IF THE STRUCTURER PROVIDES A NOTIFICATION OF A CREDIT EVENT?
It is important to note that when the Structurer provides notification of a Credit Event, the Fund ceases to be entitled to receive the Notional Amount. Instead, the Fund will receive the Cash Settlement Amount. Upon the occurrence of the Credit Event, the Structurer will firstly ascertain the Recovery Rate of the bond issued by the Reference Entity which has experienced a Credit Event. Upon determination of the Recovery Rate, the Structurer will include some cost which may arise from, for instance, any commissions, brokerage, unwinding or having to close out positions with other counterparties and other related costs (referred to as the “termination rate”). The Structurer will also include any accrued coupon that is due to the Fund (referred to as “accrued coupon rate”).
Terminology:
RRNA : Recovery Rate on the Notional Amount
TR : termination rate
ACR : accrued coupon rate
CSR : Cash Settlement Rate
For illustration purposes, assuming the following:
RRNA : 40.00%
TR : 2.00%
ERD : 1.00%
Notional Amount : MYR 100 million
From the figures above, the Cash Settlement Amount is payable to the Fund will be RM39.0 million (i.e. 39.0% x MYR 100 million). When the Structurer provides a notification of a Credit Event, the Fund will mature immediately since a Credit Event constitutes the Maturity of the Fund. IMPACT OF THE OCCURENCES OF A CREDIT EVENT ON YOU
Therefore, using the illustration stated in “What happens if the Structurer Provides Notification of a Credit Event”, the Cash Settlement Amount that the Fund will receive from the Structurer is derived using the Notional Amount as the base. A certain percentage (in the illustration above, 40%) is applied to that Notional Amount, that being the Recovery Rate. The recoverable amount will be further reduced (in percentage terms) to account for applicable cost, being the
RRNA TR ACR CSR
40% 2.00% 1.00% 39%
Page | 14
termination rate. Finally any accrued coupon that is due to the Fund will be added to the recoverable amount but in percentage rate.
Thus, taking the illustration stated in “What happens if the Structurer provides notification of a Credit Event”, and assuming again that the Notional Amount is MYR 100,000,000:
Cash Settlement Amount = Notional Amount x (Recovery Rate – termination rate + accrued coupon rate)
= MYR 100,000,000 x (40% ‐ 2% + 1%)
= MYR 100,000,000 x 39%
= MYR 39,000,000
Thus, the Cash Settlement Amount, that is the amount the Fund will receive from the Structurer upon a Credit Event is only 39% of the Notional Amount or 39,000,000.00 out of the MYR 100,000,000.00 Notional Amount. The Cash Settlement Amount plus any remaining assets held by the Fund will form the NAV for the Fund. WHAT AMOUNT WILL YOU RECEIVE WHEN THERE IS A NOTIFICATION OF A CREDIT EVENT?
You will receive Cash Settlement Amount plus any remaining assets held by the Fund divided by the number of Units in Circulation.
Cash Settlement Amount
+ Remaining assets held
by the Fund = NAV per Unit
Units in Circulation
Amount payable to you
=
NAV per Unit
X
Number of Units you hold
Please note that the Cash Settlement Amount may be as little as zero. WHAT WILL BE DISCLOSED IN THE COMMUNIQUÉ?
You will be informed of the following via the Communiqué, including but not limited to:‐
The Investment Date of the Fund;
The final selection of the CLN and its Reference Entities;
The details of the Structurer(s) and its credit rating;
Income distribution rate and distribution frequency of the Fund;
Bond assigned to each Reference Entity;
The type of bonds and other material information pertaining to the bonds;
The composition of the Reference Entities forming the Basket;
Circumstances that will lead to a Credit Event.
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ABOUT THE FEES AND CHARGES There are fees and charges involved and you are advised to consider the fees and charges before investing in the Fund.
The fees, charges and expenses quoted in this Information Memorandum are exclusive of GST. We (including the Trustee and other service providers of the Fund) will charge GST at the prevailing rate of 6% on the fees, charges and expenses in accordance with the Goods and Services Tax Act 2014.
The following are the charges that may be directly incurred by you.
SALES CHARGE
2.00% of the Offer Price and it is not negotiable. PENALTY CHARGE
We will impose a penalty charge of 5.00% on the NAV per Unit, if repurchase of Units is made after the Investment Date of the Fund.
Note:
There will not be any penalty fee applicable on the repurchase request made before the Investment Date.
The penalty fee is fixed and non‐negotiable. It will be retained by the Fund for the benefit of the existing Unit Holders.
The penalty fee is not subject to GST.
Assuming that the number of Units repurchased is 100,000 and the NAV per Unit is MYR 1.00, the repurchased amount would be:‐
100,000 Units x MYR 1.00 = MYR 100,000
Then, the penalty charge would be:‐
MYR 100,000 x 5.00% = MYR 5,000
TRANSFER FEE
MYR 5.00 transfer fee will be levied for each transfer of Units. SWITCHING FEE
Not applicable as switching facility is not available for this fund.
The following are the fees and expenses that you may indirectly incur when you invest in the Fund
MANAGEMENT FEE
The management fee will only be calculated one (1) Business Day prior to the Maturity Date of the Fund (referred to as “Calculation Date”).
We will earn a 20% management fee which is conditional upon the appreciation in the NAV per Unit on the Calculation Date over and above the hurdle value* (referred to as “the Condition”). However, in the interest of investors, we impose a hurdle value, where the NAV per Unit must exceed MYR 1.0352 before we are eligible for a management fee. If the Condition is fulfilled, we are eligible for a management fee which is payable to us on the Calculation Date.
* A hurdle value is the minimum value that needs to be achieved before we are eligible to earn the management fee. The hurdle value is calculated by adding the quarterly coupon payment and Sales Charge (inclusive of GST on the Offer Price).
Page | 16
1. Setting the Hurdle Value The hurdle value is computed based on the formula below:‐
Offer Price x (1 + quarterly coupon payment) x (1 + Sales Charge)
For illustration purposes, let’s assume the following:
Offer Price : MYR 1.00
Annual coupon payment : 5.50%
Sales Charge : 2.00%
GST on : 6%
Based on the above assumption, the hurdle value of the fund will be:‐
Quarterly coupon payment = 5.50% / 4
= 1.375%
Sales Charge (inclusive of GST) = 2.00% + (2.00% x 6%)
= 2.00% + 0.12%
= 2.12%
Hurdle value = MYR 1.00 x (1+1.375%) x (1+2.12%)
= MYR 1.00 x (1.01375) x (1.0212)
= MYR 1.0352
2. Calculating the Management Fee
The management fee in respect of each Unit will be equal to 20% of the appreciation in the NAV per Unit over and above the hurdle value. Though the Fund is valued daily, the calculation to determine if the hurdle value has been exceeded will only be made on the Calculation Date. We are eligible for a management fee provided the hurdle value has been exceeded on the Calculation Date. If this condition is fulfilled, the management fee is applicable and payable to us on the Calculation Date.
Please see the following illustration on the eligibility to impose the management fee: Formula for the computation of:
The excess value per Unit = NAV per Unit on the Calculation Date – hurdle value per Unit
The management fee payable = excess value per Unit x 20% X Units in Circulation
The GST payable on the management fee = management fee payable x 6%
The NAV per Unit net of management fee = NAV per unit on the Calculation Date – management fee payable – GST
Illustration 1 Illustration 2
Maturity Date of the Fund 3 January 2020 3 January 2020
Calculation Date for management fee 2 January 2020 2 January 2020
Units in Circulation on the Calculation Date 100 million Units 100 million Units
NAV per Unit on the Calculation Date MYR 1.0575 MYR 1.0250
Hurdle value per Unit MYR 1.0352 MYR 1.0352
Eligible to impose management fee Yes No
Excess value per Unit
MYR 1.0575 – MYR 1.0352
= MYR 0.0223
Not applicable
Page | 17
Illustration 1 Illustration 2
Management fee payable
MYR 0.0223 x 20% x 100 million Units
= MYR 446,000.00
Not applicable
GST payable on the management fee
MYR 446,000.00 x 6%
= MYR 26,760.00
Not applicable
ANNUAL TRUSTEE FEE
The trustee fee is up to 0.03% per annum of the NAV of the Fund (excluding foreign custodian fees and charges), and is calculated using the Fund’s Base Currency (before deducting the management fee and trustee fee). The trustee fee is accrued daily and payable monthly. In addition to the annual trustee fee, the Trustee may be reimbursed by the Fund for any expenses properly incurred by it in the performance of its duties and responsibilities. Please note that the example below is for illustration only:
MYR 120 million x 0.03%
365 days = MYR 98.63 per day
ADMINISTRATIVE FEE
Only fees and expenses that are directly related and necessary to the business of the Fund may be charged to the Fund. These include the following:
Commissions or fees paid to brokers in effecting dealings in the investments of the Fund, shown on the contract notes or confirmation notes;
(where the custodial function is delegated by the Trustee for the custody of foreign investments) charges and fees paid to sub‐custodians taking into custody any foreign assets of the Fund;
Tax and other duties charged on the Fund by the government and/or other authorities;
Costs, fee and other expenses properly incurred by the auditor appointed for the Fund;
Costs, fees and expenses incurred for the valuation of any investments of the Fund by independent valuers for the benefit of the Fund;
Costs, fees and expenses incurred for any modification of the Deed save where modification is for the benefit of the Manager and/or the Trustee;
Costs, fees and expenses incurred for any meeting of the Unit Holders save where such meeting is convened for the benefit of the Manager and/or Trustee;
any tax such as GST and/or other indirect or similar tax now or hereafter imposed by law or required to be paid in connection with any costs, fees and expenses incurred by the Fund; and
Other fees and expenses related to the Fund allowed under the Deed. MAXIMUM RATE OF FEES AND CHARGES ALLOWABLE BY THE DEED
We may impose higher fees and charges up to the following stated maximum rate, provided that we have taken the necessary procedures (please refer to page 28 for details) to increase the fees and charges.
Sales Charge Not applicable
Repurchase Charge Not applicable
Management Fee Not applicable
Annual Trustee Fee 0.10% per annum of the NAV of the Fund or its equivalent in the Base Currency of the Fund calculated and accrued daily (excluding foreign custodian fees and charges)
Page | 18
REBATES AND SOFT COMMISSIONS
We, including our delegate (if any) will not retain any rebate or soft commission from, or otherwise share in any commission with, any broker/dealer in consideration for directing dealings in the investments of the Fund. Accordingly, any rebates or shared commissions will be directed to the account of the Fund.
The soft commission can be retained by us or any of our delegates, provided that the goods and services are of demonstrable benefit to the Unit Holders such as research materials, data and quotation services, financial wire services and investment related tools/publication which are incidental to the investment management activities of the Fund.
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UNDERSTANDING THE RISKS OF THE FUND Below are the risks associated with the investments of the Fund.
It is important to note that events affecting the investments cannot always be foreseen. Therefore, it is not possible to protect investments against all risks. You are recommended to read the whole Information Memorandum to assess the risks associated to the Fund. If necessary, you should consult your professional adviser(s) for a better understanding of the risks.
GENERAL RISKS OF THE FUND
Market risk Market risk arises because of factors that affect the entire market place. Factors such as economic growth, political stability and social environment are some examples of conditions that have an impact on businesses, whether positive or negative. It stems from the fact that there are economy‐wide perils, or instances of political or social instability which threaten all businesses. Hence, the Fund will be exposed to market uncertainties and fluctuations in the economic, political and social environment that will affect the market price of the investments either in a positive or negative way.
Fund management risk This risk refers to the day‐to‐day management of the Fund by us which will impact the performance of the Fund. For example, investment decisions undertaken by us as a result of an incorrect view of the market or any non‐compliance with internal policies, investment mandate, the Deed, relevant law or guidelines due to factors such as human error, fraudulent, dishonesty or weaknesses in operational process and systems, may adversely affect the performance of the Fund.
Inflation risk This is the risk that your investment in the Fund may not grow or generate income at a rate that keeps pace with inflation. This would reduce your purchasing power even though the value of the investment in monetary terms has increased.
Loan financing risk This risk occurs when you take a loan/financing to finance your investment. The inherent risk of investing with borrowed money includes you being unable to service the loan repayments. In the event Units are used as collateral, you may be required to top‐up your existing instalment if the prices of Units fall below a certain level due to market conditions. Failing which, the Units may be sold at a lower net asset value per unit as compared to the net asset value per unit at the point of purchase towards settling the loan.
Operational risk Operational risk is the risk of loss due to the breakdown, deficiencies or weaknesses in the operational support functions resulting in the operations or internal control processes producing an insufficient degree of customer quality or internal control by the Manager. Operational risk is typically associated with human error, system failure, fraud and inadequate or defective procedures and controls.
SPECIFIC RISKS OF THE FUND
Investment concentration risk
This risk exists because the Fund will only purchase a single investment instrument which is the CLN and as such, there is a lack of diversification. The ability of the Fund to achieve its objective is dependent entirely on the performance of the CLN. We will seek to mitigate this risk by choosing only Reference Entities with good credit standing. The Manager’s determination of “good credit standing” in this context may include Reference Entities with sound financials, good corporate governance and business prospects.
Please refer to page 11 on the “Selection of Reference Entities”.
Counterparty risk As the Fund intends to purchase the CLN from only one seller, i.e. the Structurer, and the purchase forms a minimum of 95% of the NAV of the Fund, counterparty risk becomes more pronounced. This risk refers to the inability of the Structurer to “keep its end of the
Page | 20
SPECIFIC RISKS OF THE FUND
bargain” which can arise in two (2) manners. One, where the Structurer is unable to service its coupon payment obligation and the other, where it is unable to pay back to the Fund the Notional Amount of the CLN or the Cash Settlement Amount upon occurrences of a Credit Event. When this happens, the Fund will be an unsecured creditor of the Structurer and will only have claims to the general assets of the Structurer, if any.
When selecting the Structurer, we will ascertain if a particular seller of the CLN is of sound financial standing. A useful tool that we may utilise is the use of credit ratings. In respect of this Fund, we will be targeting a seller who is rated a minimum credit rating of Baa3 by Moody’s or its equivalent by other rating agencies.
If at any point after the Investment Date the Structurer’s credit rating falls below Baa3 and depending on the severity of the deterioration of the credit rating, we may take ONE of the following steps to address this issue:
(1) We may require the Structurer to unwind the CLN. If this route is chosen, the valuation of the CLN will be based on bid price (please refer to the valuation methodology as stated in “Valuation of Assets” on page 9) of provided by the Structurer. The Structurer will return the bid price of the CLN to the Fund. We will then return the amount together with all cash held by the Fund back to you and proceed to terminate the Fund. You are advised to note that the bid price of the CLN at that point may be lower than the Notional Amount the Fund would have received had it held on the CLN until the Maturity Date and the Fund will not have a recourse to the difference; or
(2) We may require the Structurer to unwind the CLN and source for an alternative seller. If we are successful in sourcing for a new Structurer, the Fund will continue until the Maturity Date, in the absence of a Credit Event. If we decide to find a new Structurer, you must be prepared to accept that the composition of the Basket may change and there may be Reference Entities which may not be familiar to you, or that the coupon payout may be lower; or
(3) We may continue to hold on to the CLN even if there is a credit deterioration of the Structurer if we are of the opinion that the credit deterioration does not impact the overall performance of the CLN. In arriving at the opinion, we will also consider the cost of unwinding the CLN, the availability of a new seller and the ability of the new seller to sell a CLN that matches the terms, and duration to Maturity Date.
We will not hold on to the CLN in any circumstances where the Structurer has ceased to be rated. On this basis, we may either take step 1 or 2 highlighted above to address this.
Prior to taking any actions stated above, we will call for a Unit Holders’ meeting. At the Unit Holders’ meeting, we will seek Unit Holders’ approval for any action to be taken.
CLN risk The purchase of the CLN carries some risk that is peculiar to the CLN.
(1) Country risk – Each CLN assumes the risk (such as economic or political climate) specific to the country from which a Reference Entity is selected. The dampening of economic conditions or the instability of the political situation in a particular country where a Reference Entity is located may severely hamper that Reference Entity’s ability to service its obligations stated in the Confirmation and thereby heighten the possibility that one or more of the specific events highlighted in the Confirmation may occur and if it does occur, will lead to the Structurer providing a notification of a Credit Event.
(2) First‐to‐default risk ‐ The Structurer has imposed this feature whereby if even one Reference Entity fails to observe the Obligation specified in the Confirmation, that in itself, is sufficient for the Structurer to provide a notification of a Credit Event, notwithstanding that the other Reference Entities continue to observe the
Page | 21
SPECIFIC RISKS OF THE FUND
Obligation diligently. When the Structurer provides a notification of a Credit Event, this risk becomes realised and the whole CLN is considered defaulted. When this happens, the return of your initial investment and expected income distribution may be as little as zero.
(3) Structured product risk – The CLN is a type of structured product. Investments in a structured product, like all financial instruments, are indirectly subject to market forces which determine demand and supply for such financial instruments. Market forces factors that have an indirect impact on demand and supply for this CLN include implied future direction and volatility of the Reference Entities. The implied direction and volatility factors may be affected by the movement of credit spreads, liquidity, credit risk and any related factors in respect of the Reference Entities.
(4) Credit risk ‐ As the name of the instrument suggest, credit risk forms part of the major risk that is associated with investments in a CLN. This risk refers to the possibility of the Reference Entities triggering a Credit Event and thus causing the CLN to early terminate. In return for the Fund assuming this risk, the Structurer will continue to pay to the Fund the agreed coupon payout.
Derivatives risk We may use derivatives for hedging purposes. Valuation of derivatives takes into account a multitude of factors such as price of the underlying assets, volatility of underlying assets, interest rate levels, the correlation between the underlying assets and the derivative, the implied future direction of the underlying assets and other factors. Any adverse changes of the factors mentioned above, may result in a lower NAV.
Legal risk This risk refers to the ability of the Fund to legally continue holding the CLN. Circumstances may arise where a legal prohibition is put in place that may hinder the Fund’s ability to continue holding on to the CLN. The legal prohibition may come in the form of a moratorium imposed by a regulatory body; a change in the Guidelines or any other legal means. When this happens, the Fund will require the Structurer to unwind the CLN. The Structurer in unwinding the CLN, is not legally obliged to return the Notional Amount since the Fund did not hold the CLN until the Maturity Date. Instead, the Fund will only receive the bid price provided by the Structurer, determined at the point when the Fund requires the Structurer to unwind the CLN.
Liquidity risk Since the purchase of a CLN is made “off‐market” i.e. not through an exchange but rather through negotiated terms with the Structurer, effectively the Structurer is the seller of the CLN and also the only buyer of the CLN when the Fund wishes to make a partial or even a full unwinding of the CLN. The liquidity risk in this context refers to the inability of the Fund to source for another buyer in order to take advantage of better pricing that would be available if there were multiple buyers when the Fund wishes to make a partial or even a full unwinding of the CLN.
Repurchase risk You are reminded to be prepared to commit your investment until the Maturity Date. Any repurchase request made by you will be based on Forward Pricing which is the NAV per Unit at the next valuation point. The NAV per Unit at that valuation point may be lower than your initial investment outlay. You are also reminded that exiting this Fund prior to the Maturity Date will attract a penalty charge and this may further reduce any monies payable back to you. The penalty charge incurred by your repurchase request will be retained by the Fund for the benefit of the remaining Unit Holders.
If the sale of assets of the Fund cannot be liquidated at an appropriate price or on adequate terms and is as such not in the interest of existing Unit Holders, the Trustee may refuse the said request in accordance to the Deed, irrespective of the size or amount of the repurchase request.
Currency risk As the investments of the Fund may be denominated in currencies other than the Base Currency, any fluctuation in the exchange rate between the Base Currency and the
Page | 22
SPECIFIC RISKS OF THE FUND
currencies in which the investments are denominated may have an impact on the value of these investments. You should be aware that if the currencies in which the investments are denominated depreciate against the Base Currency, this will have an adverse effect on the NAV of the Fund in the Base Currency and vice versa. You should note that any gains or losses arising from the fluctuation in the exchange rate may further increase or decrease the returns of the investment.
Due to the nature of the underlying investments of the Fund, you may lose your entire investment capital and future income distribution should a Credit Event occurs, a default by the Structurer of the Credit‐Linked Note or other legal prohibitions stated herein. The Credit‐Linked Note the Fund intends to invest in contains a feature known as First‐to‐Default or commonly known as a FTD. This constitutes an additional risk to the CLN as a default by any one Reference Entities in servicing its obligations under the Confirmation which will lead to a Credit Event. For further details on the FTD, please refer to page 11. Investors should note that the FTD feature embedded in the CLN increases the likelihood of a Credit Event occurring. The implication to investors and the Fund should a Credit Event occur is highlighted in pages 12.
Page | 23
DEALING INFORMATION You are advised not to make payment in cash to any individual agent when purchasing Units of the Fund.
WHO IS ELIGIBLE TO INVEST?
You must be a Sophisticated Investor in order to invest in this Fund. Please refer to the “Glossary” chapter of this Information Memorandum for the details.
HOW TO PURCHASE UNITS?
You are required to provide us with the following completed forms and documents. However, we reserve the right to request for additional documentations before we process the purchase application.
Individual or Jointholder Corporation
account opening form;
FiMM pre‐investment form;
Suitability assessment form;
Personal data protection notice form;
A copy of identity card or passport or any other document of identification
account opening form;
FiMM pre‐investment form;
Suitability assessment form;
Personal data protection notice form;
Certified true copy of memorandum and articles of association;
Certified true copy of certificate of incorporation;
Certified true copy of form 24 and form 49;
Certified true copy of form 8, 9, 13, 20 and 44 (where applicable);
Latest audited financial statement;
Board resolution relating to the investment;
A list of the authorised signatories;
Specimen signatures of the respective signatories.
HOW TO MAKE PAYMENT FOR PURCHASE APPLICATION?
Bank Transfer
You may transfer the purchase payment into our bank account via telegraphic transfer or online transfer, and include your name in the transaction description for our reference. Payment must be made in the currency of the Class which you intend to invest into. You may obtain our bank account details from our online download center at www.affinhwangam.com.
Cheque, Bank Draft or Money Order
Issuance of cheque, bank draft or money order should be made payable to “Affin Hwang Asset Management Berhad‐CTA”, crossed and drawn on a local bank. You are to write your name, identity card number or business registration number at the back of the cheque, bank draft or money order.
Bank charges or other bank fees, if any, will be borne by you.
WHAT IS THE PROCESS OF THE PURCHASE APPLICATION?
During the Offer Period, if we receive your purchase application on a Business Day, we will create your Units based on the Offer Price of the Fund. Units will ONLY be sold during the Offer Period.
Sale of Units will be honoured upon receipt of complete set of documents together with the proof of payments.
Page | 24
WHAT ARE THE MINIMUM INITIAL INVESTMENT, MINIMUM ADDITIONAL INVESTMENT, MINIMUM HOLDING OF UNITS AND MINIMUM UNITS OF REPURCHASE?
Minimum Initial Investment
Minimum Additional Investment
Minimum Holding of Units
Minimum Units of Repurchase
MYR 40,000 MYR 20,000 40,000 Units 40,000 Units
At our discretion, we may reduce the minimum initial investment amount, minimum additional investment amount,
minimum holding of Units and minimum Units of repurchase. HOW TO REPURCHASE UNITS?
It is important to note that we will impose a penalty charge of 5.00% on the NAV per Unit, if repurchase of Units is made after the Investment Date of the Fund.
You must meet the minimum holding of Units after a repurchase transaction. If you insist on making a repurchase request knowing that after the transaction you will hold less than the minimum holdings of Units, you may be required to make an application to repurchase all your Units.
You may submit the repurchase request by completing a transaction form and returning it to us between 8.45 a.m. to 3.30 p.m. on a Business Day.
In the transaction form, you may choose to receive the repurchase proceeds in a manner of cheque or bank transfer. If cheque is your option, we will issue the cheque in your name. If bank transfer is your option, proceeds will be transferred to your bank account. Where Units are held jointly, payment will be made to the person whose name appears first in the register of Unit Holders.
Any incurred bank charges and other bank fees due to a withdrawal by of cheque, bank transfer or other special arrangement method will be borne by you.
We may, with the consent of the Trustee, reserve the right to defer your repurchase request if such transaction would adversely affect the Fund or the interest of the Unit Holders of the Fund.
WHAT IS THE PROCESS OF REPURCHASE APPLICATION?
For a repurchase request received or deemed to have been received by us at or before 3.30p.m. on a Business Day (or “T day”), Units will be repurchased based on the NAV per Unit for that Business Day. Any repurchase request received after 3.30p.m. will be transacted on the next Business Day (or “T + 1 day”).
Repurchase of Units must be made in terms of Units and not in terms of MYR value.
Processing is subject to receipt of a complete transaction form and such other documents as may be required by us.
WHAT IS THE REPURCHASE PROCEEDS PAYOUT PERIOD?
You will be paid within fourteen (14) days from the day the repurchase request is received by us, provided that all documentations are completed and verifiable.
WHAT IS THE PRICING OF UNITS?
The Selling Price and the Repurchase Price are equivalent to the NAV per Unit. Any applicable Sales Charge and Repurchase Charge are payable separately from the Selling Price and Repurchase Price. During Offer Period, the Selling Price and the Repurchase Price is equivalent to the Offer price. After the Offer Period, Forward Pricing will be used to determine the Repurchase Price per Unit of the Fund, which is the NAV per Unit for the Fund as at the next valuation point after the repurchase request is received by us.
WHERE TO PURCHASE AND REPURCHASE UNITS?
Units can be purchased and repurchased at any of the location listed in “Directory of Sales Offices” section.
You may obtain a copy of the Information Memorandum, PHS and application forms from the abovementioned location. Alternatively, you may also visit our website at www.affinhwangam.com.
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CAN I TRANSFER MY UNITS TO ANOTHER PERSON?
You are allowed to transfer your Units, whether fully or partially, to another person by completing the transfer transaction form and returning it to us on a Business Day. The transfer must be made in terms of Units and not in terms of MYR value. There is no minimum amount of Units required to effect a transfer except that the transferor and transferee must hold the minimum holdings of Units to remain as a Unit Holder. Please note that the person who is in receipt of the Units must be a Sophisticated Investor as well.
HOW DO I RECEIVE THE INCOME DISTRIBUTION?
All income shall be paid in cash payment via telegraphic transfer. Income will be transferred to your bank account within seven (7) Business Days after the distribution date.
There will be no option for Unit Holders to reinvest the income in the form of additional Units for this Fund.
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RELATED PARTIES TO THE FUND ABOUT THE MANAGER ‐ AHAM
AHAM was incorporated in Malaysia on 2 May 1997 under the Companies Act, 1965 and began operations under the name Hwang–DBS Capital Berhad in 2001. In early 2014, AHAM was acquired by the Affin Banking Group (“Affin”) and hence, is now supported by a home‐grown financial services conglomerate. Affin has over 39 years of experience in the financial industry which focuses on commercial, Islamic and investment banking services, money broking, fund management and underwriting of life and general insurance business. Meanwhile, AHAM has 15 years’ experience in the fund management industry. Additionally, AHAM 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. AHAM offers a wide range of products, comprising conventional equity, balanced, bond, money market, capital guaranteed, capital protected, global, structured and feeder funds, as well as Shariah‐compliant equity, Islamic money market and Islamic fixed income funds.
Our Role as the Manager
We are responsible for the investment management and marketing of the Fund; servicing Unit Holders’ needs; keeping proper administrative records of Unit Holders and the Fund; ensuring compliance with stringent internal procedures and guidelines of relevant authorities. Our Investment Team
Our investment team comprises a group of portfolio managers who possess the necessary expertise and experience to undertake the fund management of its unit trust funds. The investment team will meet at least once a week or more should the need arise. The designated fund manager of the Fund is:‐
Ms Esther Teo Keet Ying
Head, Fixed Income Investment
Ms. Esther Teo is the head of fixed income investment. Prior to joining AHAM, Ms. Esther Teo was a portfolio manager with HwangDBS Asset Management and was responsible for managing fixed income investment of corporate clients and unit trust funds. Prior to this, she was attached with the fixed income division of RHB Asset Management Sdn. Bhd. covering both institutional and unit trust mandates for three (3) years. She began her career in KPMG Malaysia in 1999 as a consultant in financial advisory services specializing in corporate debt restructuring and recovery. Ms. Esther graduated from the University of Melbourne, Australia with a Bachelor of Commerce majoring in Accounting and Finance. She has also obtained her licence from the SC since 29 April 2004 to act as a fund manager.
ABOUT THE TRUSTEE
The Trustee is part of TMF Group, an independent global service provider in the trust & fiduciary sector. The group has more than 120 offices in 80 jurisdictions in the world. The Trustee started in Malaysia in 1992 with its first office in Labuan International Business Financial Centre (IBFC), providing trust and fiduciary services. The Kuala Lumpur office was established in 2003 to support the Labuan office in servicing Malaysian clients and to undertake domestic trust business.
Duties and Responsibilities of the Trustee
The Trustee’s main functions are to act as trustee and custodian of the assets of the Fund and to safeguard the interests of Unit Holders of the Fund. In performing these functions and duties, the Trustee has to exercise all due care and vigilance and is required to act in accordance with the provisions of the Deed, all relevant laws and the Guidelines. Apart from being the legal owner of the Fund’s assets, the Trustee is also responsible for ensuring that the Manager performs its duties and obligations in accordance with the provisions of the Deed, all relevant laws and the Guidelines.
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RELEVANT INFORMATION SALIENT TERM OF THE DEED Your Rights and Liabilities
You have the right, among others, to the followings:‐
(a) To receive the distribution of income, participate in any increase in the value of the Units and to other such rights and privileges as set out under the Deed for the Fund;
(b) To call for Unit Holders’ meetings, and to vote for the removal of the Trustee or the Manager through a special resolution; and
(c) To receive annual and interim reports.
However, you would not have the right to require the transfer to the Unit Holder of any of the investments or assets of the Fund. Neither would you have the right to interfere with or question the exercise by the Trustee or the Manager on his behalf, of the rights of the Trustee as trustee of the investments or assets of the Fund.
You are not liable to the followings:‐
(a) For any amount in excess of the purchase price paid for the Units as determined pursuant to the Deed at the time the Units were purchased;
(b) For any obligation to indemnify the Trustee and/or the Manager in the event that the liabilities incurred by the Trustee and the Manager in the name of or on behalf of the Fund pursuant to and/or in the performance of the provisions of the Deed exceed the NAV of the Fund, and any right of indemnity of the Trustee and/or the Manager shall be limited to recourse to the Fund.
Provisions Regarding Unit Holders’ Meetings
Unit Holders’ Meeting Convened By The Unit Holders
Unless otherwise required or allowed by the relevant laws, the Manager shall, within twenty‐one (21) days of receiving a direction from not less than fifty (50) or one‐tenth (1/10) of all the Unit Holders, whichever is less, summon a meeting of the Unit Holders by:‐
(a) sending by post at least seven (7) days before the date of the proposed meeting a notice of the proposed meeting to all the Unit Holders; and
(b) publishing at least fourteen (14) days before the date of the proposed meeting an advertisement giving notice of the proposed meeting in a national language newspaper published daily and another newspaper approved by the relevant authorities.
The Unit Holders may apply to the Manager to summon a meeting for any purpose including, without limitation, for the purpose of:‐
(a) requiring the retirement or removal of the Manager;
(b) requiring the retirement or removal of the Trustee;
(c) considering the most recent financial statements of the Fund; or
(d) giving to the Trustee such directions as the meeting thinks proper;
provided always that the Manager shall not be obliged to summon such a meeting unless a direction has been received from not less than fifty (50) or one‐tenth (1/10) of all the Unit Holders, whichever is the lesser number.
Unit Holders’ Meeting Convened By The Trustee
Notwithstanding anything herein the Deed contained, and unless otherwise required or allowed by the relevant laws, a meeting of the Unit Holders summoned by the Trustee for the purpose of authorising the exercise of the right to vote by the Manager and/or the Trustee in respect of any shares forming part of the investments of the Fund which are held by the Manager and/or the Trustee at any election for the appointment of any director of a corporation whose shares are so held shall be summoned by:
(a) sending by post at least fourteen (14) days before the date of the proposed meeting a notice of the proposed meeting to all the Unit Holders; and
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(b) publishing at least fourteen (14) days before the date of the proposed meeting an advertisement giving notice of the meeting in a national language newspaper published daily and another newspaper approved by the relevant authorities.
All such notices and advertisement to the Unit Holders shall specify the place, time and terms of the resolutions to be proposed.
Where the Trustee summons a Unit Holders' meeting in the event:
(a) the Manager is in liquidation;
(b) in the opinion of the Trustee, the Manager has ceased to carry on business; or
(c) in the opinion of the Trustee, the Manager has, to the prejudice of Unit Holders, failed to comply with the Deed or contravened any of the provisions of the Act.
Or where the Trustee may also summon a Unit Holders' meeting for any purpose including, without limitation, for the purpose of:
(a) requiring the retirement or removal of the Manager;
(b) giving instructions to the Trustee or the Manager if the Trustee considers that the investment management policies of the Manager are not in the interests of Unit Holders;
(c) securing the agreement of the Unit Holders to release the Trustee from any liability;
(d) deciding on the next course of action after the Trustee has suspended the sale and repurchase of Units pursuant to Clause 6.9.1 of the Deed; and
(e) deciding on the reasonableness of the management fee charged to the Fund.
Then, a meeting of the Unit Holders summoned by the Trustee shall be summoned by:
(a) sending by post at least twenty‐one (21) days before the date of the proposed meeting a notice of the proposed meeting to each of the Unit Holders at the Unit Holder’s last known address or, in the case of Jointholders, to the Jointholder whose name stands first in the records of the Manager at the Jointholder’s last known address; and
(b) publishing at least twenty‐one (21) days before the date of the proposed meeting an advertisement giving notice of the meeting in a national language newspaper published daily and another newspaper approved by the relevant authorities.
Unit Holders’ Meeting Convened By The Manager
The Manager may for any purpose whatsoever summon a meeting of the Unit Holders by sending by post at least fourteen (14) days before the date of the proposed meeting, or such other time as may be prescribed by the relevant laws, a notice of the proposed meeting to all the Unit Holders. All such notices and advertisement to the Unit Holders shall specify the place, time and terms of the resolutions to be proposed.
Quorum Required for Convening A Unit Holders’ Meeting
The quorum required for a meeting of the Unit Holders shall be five (5) Unit Holders, whether present in person or by proxy, provided that if the Fund has five (5) or less Unit Holders, the quorum required for a meeting of the Unit Holders of the Fund shall be two (2) Unit Holders, whether present in person or by proxy; if the meeting has been convened for the purpose of voting on a Special Resolution, the Unit Holders present in person or by proxy must hold in aggregate at least twenty five per centum (25%) of the Units in circulation at the time of the meeting. Termination of the Fund
The Fund may be terminated or wound up subject to a Special Resolution being passed at a Unit Holders’ meeting to terminate or wind up the Fund. Procedures to be taken to increase the Fees and Charges from the current amount stipulated in the Information Memorandum
We may not charge a Sales Charge and/or Repurchase Charge at a rate higher than that disclosed in a prevailing information memorandum unless:‐
(a) we have notified the Unit Holders of the higher rate and the date on which such higher rate is to become effective; and
(b) a supplemental/replacement information memorandum is issued thereafter.
We or the Trustee may not charge an management fee and/or an annual trustee fee at a rate higher than that disclosed in a prevailing information memorandum unless:
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(a) both the trustee and the Manager have come to an agreement on the higher rate;
(b) we has notified the Unit Holders of the higher rate and the date on which such higher rate is to become effective; and
(c) a supplemental/replacement information memorandum stating the higher rate is issued thereafter.
GOODS AND SERVICES TAX
The Royal Malaysian Customs Department has announced the implementation of GST with effect from 1 April 2015 onwards pursuant to the Goods and Services Tax Act 2014. Collective investment schemes are generally exempted from GST. However, some fees, charges and expenses of the Fund are subject to GST which includes:
Sales Charge;
Repurchase Charge;
Switching fee;
Transfer fee;
Management fee;
Trustee fee; and
Any other expenses of the Fund that may be subject to GST.
INCORRECT PRICING
We will take immediate action to rectify any incorrect valuation and/or pricing of the Fund and/or the Units and to notify the Trustee and the SC of the same unless the Trustee considers the incorrect valuation and/or pricing of the Fund and/or the Units is of minimal significance.
The Trustee will not consider an incorrect valuation and/or pricing of the Fund and/or the Units to be of minimal significance if the error involves a discrepancy 0.5% or more of the NAV per Unit unless the total impact on your account is less than MYR 10.00 or its foreign currency equivalent, if applicable. An incorrect valuation and/or pricing not considered to be of minimal significance by the Trustee will result in reimbursement of moneys in the following manner:
Reimbursement by: Receiving parties:
Over valuation and/or pricing in relation to the repurchase of Units.
AHAM Fund
Under valuation and/or pricing in relation to the repurchase of Units
Fund Unit Holder or former Unit
Holder
POLICY ON GEARING AND MINIMUM LIQUID ASSETS REQUIREMENTS
The Fund is not permitted to borrow cash or other assets (including the borrowing of securities within the meaning of the SC’s Guidelines on Securities Borrowing and Lending [SBL Guidelines]) in connection with its activities.
Except for securities lending as provided under the SBL 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 or in connection with any obligation or indebtedness of any person. In structuring the portfolio of the Fund, we will maintain sufficient liquid assets to ensure short term liquidity in the Fund to meet operating expenses.
UNCLAIMED MONIES
Any monies payable to you which remain unclaimed after twelve (12) months from the date of payment will be paid to the Registrar of Unclaimed Monies by the Manager in accordance with the requirements of the Unclaimed Moneys Act, 1965.
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INVESTORS INFORMATION How can I keep track of my contribution?
You may obtain the daily Fund price from our website at www.affinhwangam.com. The daily prices are based on information available one (1) Business Day prior to publication.
We will provide you with an annual report and a quarterly report within two (2) months after the end of the financial period the report covers. In addition, we will also send you a monthly statement confirming the current Unit holdings and transactions relating to your Units in the Fund.
Who should I contact if I need additional information of the Fund?
You can seek assistance from our customer service personnel at our toll free number 1‐800‐88‐7080 between 8.45 a.m. to 5.30 p.m. on a Business Day. Alternatively, you can e‐mail us at [email protected].
COMPLAINTS AVENUES
How do I make a complaint?
You may e‐mail us at [email protected] with the following information:
particulars of the complainant which include name, correspondence address, contact number, e‐mail address (if any) and other relevant information;
circumstances of the non‐compliance or improper conduct;
parties alleged to be involved in the improper conduct; and
any other supporting documentary evidence (if any).
If you are dissatisfied with the outcome of the dispute resolution process, please refer your dispute to the following regulatory bodies, details of which are as follows:
Federation of Investment Managers Malaysia:
via email : [email protected]
via online complaint form : www.fimm.com.my
via letter : Complaints Bureau Legal, Secretarial & Regulatory Affairs Federation of Investment Managers Malaysia 19‐06‐1, 6th Floor, Wisma Tune No. 19, Lorong Dungun Damansara Heights 50490 Kuala Lumpur
If it involves monetary dispute, you may lodge a complaint directly to Securities Industry Dispute Resolution Center (SIDREC):
via phone : 03‐2282 2280
via fax : 03‐2282‐3855
via email : [email protected]
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 may also lodge your complaint to the SC even if you have initiated a dispute resolution process with SIDREC:
via phone to the Aduan Hotline : 03 – 6204 8999
via fax : 03 – 6204 8991
via e‐mail : [email protected]
via online complaint form available at www.sc.com.my
via letter : Investor Affairs & Complaints Department Securities Commission Malaysia No. 3, Persiaran Bukit Kiara, Bukit Kiara 50490 Kuala Lumpur
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ANTI‐MONEY LAUNDERING POLICIES AND PROCEDURES
Pursuant to the Anti‐Money Laundering, Anti‐Terrorism Financing and Proceeds of Unlawful Activities Act 2001, it is the responsibility of the Manager to prevent the use of the Fund for money laundering and terrorism financing activities. To this end, we have put in place anti‐money laundering policies and procedures to combat such activities. Amongst others, prior to the establishing or conducting business relations, particularly when opening new accounts for customer and entering into a fiduciary transaction with a customer, we will conduct a know your customer (KYC) procedures to identify and verify the client through documents such as identity card, passport, birth certificate, driver’s licence, constituent documents or any other official documents, whether in the possession of a third party or otherwise. We will file and retain such documents in accordance with relevant laws.
Thereafter, we will perform a customer due diligence (CDD) to identify the risk profile of each customer and will continuously monitor each customers risk profile should there be any changes. Enhanced customer due diligence (EDD) is performed on customers deemed as high risk and senior management’s approval is required before a business relationship or account is opened with such customers.
Where we suspect that a particular transaction may not be genuine, a suspicious transactions form (STF) shall be completed and the matter will be discussed with the senior management. If the senior management ascertains that there is a reasonable ground to suspect the transaction to be a money laundering or terrorism financing activity, a suspicious transaction report will then be submitted to the Financial Intelligence and Enforcement Department of Bank Negara Malaysia.
DIRECTORY OF SALES OFFICE
AFFIN HWANG ASSET MANAGEMENT BERHAD: HEAD OFFICE Ground Floor, Menara Boustead 69 Jalan Raja Chulan 50200 Kuala Lumpur Tel : 03 – 2116 6000 Fax : 03 – 2116 6100 Toll Free No : 1‐800‐88‐7080 Email: [email protected] Website: www.affinhwangam.com SELANGOR A‐7‐G Jaya One No. 72A, Jalan Universiti 46200, Petaling Jaya, Selangor Tel: 03 ‐ 7620 1290 Fax: 03 ‐ 7620 1298 PENANG No. 10‐C‐23 & 10‐C‐24, Precinct 10 Jalan Tanjung Tokong 10470 Penang Tel : 04 – 899 8022 Fax : 04 – 899 1916
PERAK 13A Persiaran Greentown 7 Greentown Business Centre 30450 Ipoh, Perak Tel: 05 ‐ 241 0668 Fax: 05 – 255 9696 JOHOR 1st Floor, No. 93, Jalan Molek 1/29 Taman Molek 81100 Johor Bahru, Johor Tel : 07 – 351 5677 / 5977 Fax : 07 – 351 5377 MELAKA Ground Floor No. 584 Jalan Merdeka Taman Melaka Raya 75000 Melaka Tel: 06 ‐281 2890 Fax: 06 ‐281 2937
SABAH Lot No. B‐2‐09, 2
nd Floor Block B, Warisan Square Jalan Tun Fuad Stephens 88000 Kota Kinabalu, Sabah Tel : 088 ‐ 252 881 Fax : 088 ‐ 288 803 SARAWAK Ground Floor, No. 69 Block 10, Jalan Laksamana Cheng Ho 93200 Kuching, Sarawak Tel : 082 – 233 320 Fax : 082 – 233 663 1st Floor, Lot 1291 Jalan Melayu, MCLD 98000 Miri, Sarawak Tel : 085 ‐ 418 403 Fax : 085 – 418 372