TABLE OF CONTENTS
Transcription
TABLE OF CONTENTS
0 1 TABLE OF CONTENTS 1. GLOSSARY ............................................................................................................................................................1 2. DIRECTORY..........................................................................................................................................................3 3. KEY DATA OF THE FUND .................................................................................................................................5 FUND INFORMATION ..........................................................................................................................................5 CHARGES, FEES & EXPENSES ...........................................................................................................................6 TRANSACTION DETAILS ....................................................................................................................................8 DISTRIBUTION POLICY.......................................................................................................................................9 4. INTRODUCTION TO UNIT TRUST INVESTMENTS ..................................................................................10 THE BASICS .........................................................................................................................................................10 REGULATORY FRAMEWORK ..........................................................................................................................11 THE BENEFITS.....................................................................................................................................................11 THE POTENTIAL RISKS .....................................................................................................................................12 5. THE FUND IN DETAIL......................................................................................................................................15 6. CHARGES, FEES & EXPENSES ......................................................................................................................19 7. TRANSACTION INFORMATION ....................................................................................................................21 SALE & REDEMPTION OF UNITS.....................................................................................................................21 TRANSACTION DETAILS ..................................................................................................................................23 8. UNITHOLDERS’ RIGHTS AND LIABILITIES..............................................................................................30 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND..............................................................31 THE MANAGER ...................................................................................................................................................31 THE INVESTMENT MANAGER.........................................................................................................................36 THE INVESTMENT COMMITTEE .....................................................................................................................39 10. THE TRUSTEE ..................................................................................................................................................41 11. TAXATION OF THE FUND.............................................................................................................................46 12. ACCOUNTANTS’ REPORT FOR THE FUND..............................................................................................49 13. ACCOUNTANTS’ REPORT FOR SBB MUTUAL BERHAD......................................................................51 14. CONSENTS ........................................................................................................................................................63 15. DOCUMENTS AVAILABLE FOR INSPECTION ........................................................................................64 16. DIRECTORS' DECLARATION ......................................................................................................................65 17. LIST OF OFFICES ............................................................................................................................................66 18. APPENDIX 1 - UNIT TRUST LOAN FINANCING RISK DISCLOSURE STATEMENT .......................70 2 1. GLOSSARY In this Prospectus, the following words or abbreviations shall have the following meaning unless otherwise stated: ARB : Amanah Raya Berhad (344986-V), as Trustee Auditor : An approved company auditor independent of both the Trustee and the Management Company and appointed by the Trustee of the Fund. BHLV : BHL Venture Berhad (1147-M) BNM : Bank Negara Malaysia BOF : SBB Bond Fund Business Day : A day on which the MSEB is open for normal business Deed : The Fifth Supplemental Deed dated 10 March 2004 (to the Master Deed dated 23 November 2001) constituting the Fund with provisions governing the Fund and Other SBB Mutual Funds, and includes any deed supplemental thereto Eligible Market : A market which is regulated by a regulatory authority within Malaysia, operated regularly, open to the public and where there is adequate liquidity for the purposes of the Fund. It includes, but is not limited to: a stock exchange approved and an exempt stock market declared by the Minister respectively under the Securities Industry Act 1983; a futures market of an exchange company approved and an exempt futures market declared by the Minister respectively under the Futures Industry Act 1993; the money market (includes the market for short term money market papers such as Malaysian Government Securities, Treasury Bills, negotiable instruments of deposit, repurchase agreements, Cagamas mortgage bonds, Bank Negara Bills and other similar instruments); and over-the-counter private debt securities market EMAS : Main Board All Share Index of MSEB Fund : The trust constituted by the Deed and called SBB Sector Rotation Fund or by such other name as the Trustee and the Manager (with the approval of the SC) may from time to time determine as a unit trust scheme approved by the SC Fund Manager : The designated fund manager responsible for the Fund Guidelines : The SC Guidelines on Unit Trust Funds (as may be amended from time to time) Investment Committee : The investment committee appointed for the Fund as required under the Guidelines Investment Manager : SBBAM as the investment manager with the responsibility of managing the investments of the Fund delegated to it by the Manager Initial Offer Period : The period of 7 days commencing from the date of this Prospectus as prescribed by the Manager IUTA : Institutional Unit Trust Agent KLSE : Kuala Lumpur Stock Exchange Berhad (formerly known as the Kuala Lumpur Stock Exchange) which has vested and transferred its stock exchange business to MSEB) 1 1. GLOSSARY KWSP : Kumpulan Wang Simpanan Pekerja Liquid Assets : Cash, deposits with licensed institutions and/or other institutions licensed or approved to accept deposits and any other instrument capable of being converted into cash within 7 days as may be approved by the Trustee Long Term : More than 5 years Manager : Manager of the Fund, SBB Mutual Berhad (formerly known as BHLB Pacific Trust Management Berhad) (209627-H) Medium Term : 3 to 5 years MSEB : Malaysia Securities Exchange Berhad, a wholly owned subsidiary of the KLSE Net Asset Value (NAV) : In relation to the Fund, is determined by deducting the value of all liabilities of the Fund from the value of all assets of the Fund, at each valuation point. For the purpose of computing the annual management fee and annual trustee fee, the NAV of the Fund would be inclusive of the management fee and trustee fee for the relevant day NAV per Unit : In relation to the Fund, the NAV of the Fund divided by the number of units in circulation of the Fund, at the valuation point Other SBB Mutual Funds : Other unit trust funds that are managed and administered by SBB Mutual Redemption : Shall wherever the context so permits mean redemption or repurchase RM : Ringgit Malaysia SBB : Southern Bank Berhad (5303-W) SBBAM : SBB Asset Management Sdn Bhd (217841-M) SBB Mutual : SBB Mutual Berhad (formerly known as BHLB Pacific Trust Management Berhad) (209627-H), as Manager SC : The Securities Commission established under the SCA SCA : Securities Commission Act 1993, as amended from time to time SC Requirements : At any time, the statutory provisions, regulations, guidelines, directives, waiver, exemptions and conditions which apply or affect the terms and conditions of the Fund, or as the case may be, in relation to a Fund Sectors : all sectors within the Main Board, Second Board and MESDAQ of the MSEB Securities Means the definition according to the SCA, as may be amended from time to time. Short Term : Less than 3 years SRF : SBB Sector Rotation Fund Trustee : Trustee of the Fund, Amanah Raya Berhad (344986-V) Unitholder : A person(s) registered as holder of a unit or units and whose name appears in the Register of Unitholders and includes his/her representative duly appointed by operation of law 2 2. DIRECTORY MANAGER SBB MUTUAL BERHAD (formerly known as BHLB PACIFIC TRUST MANAGEMENT BERHAD) (209627-H) Registered Office 18th Floor, MUI Plaza, Jalan P. Ramlee 50250 Kuala Lumpur Tel :03-2147 3241; Fax: 03-2148 3419 Business Office 50, 52 & 54, Jalan SS21/39, Damansara Utama 47400 Petaling Jaya, Selangor Darul Ehsan Tel: 03-7718 3000; Fax: 03-7726 5088 Website: http://www.sbbmutual2u.com e-mail: [email protected] BOARD OF DIRECTORS TRUSTEE Chairman Dato’ Seri Goh Eng Toon Directors Dato’ Yeap Leong Huat YM Raja Puan Sri Dato’ Noora Ashikin Bte Raja Abdullah Dato’ Dr Yahya Bin Ismail Tan Sri Dato’ (Dr) R .V. Navaratnam (Independent) Mr. Wong Joon Hian (Independent) (All are non-executive directors) AMANAH RAYA BERHAD (344986-V) Registered Office Tingkat 10, Wisma Amanah Raya Berhad, No. 15, Jalan Sri Semantan 1, Off Jalan Semantan, Bukit Damansara, 50508 Kuala Lumpur. Tel: 03-2095 3232; Fax: 03-2095 3311 Business Office Tingkat 9, Wisma Amanah Raya Berhad, No. 15, Jalan Sri Semantan 1, Off Jalan Semantan, Bukit Damansara, 50508 Kuala Lumpur. Tel: 03-2095 2559; Fax: 03-2095 2710, 03-2095 2720, 03-2095 2753 Website: http://www.arb.com.my INVESTMENT MANAGER SBB ASSET MANAGEMENT SDN BHD (217841-M) Registered Office 18th Floor, MUI Plaza, Jalan P. Ramlee, 50250 Kuala Lumpur Tel: 03-2147 3241; Fax: 03-2148 3419 Level 5, Bangunan Setia 1, 15 Lorong Dungun, Damansara Heights, 50490 Kuala Lumpur Tel: 03-2084 5000; Fax: 03-2084 5001 Professor Dr Sieh Lee Mei Ling (Independent) Professor Dr Mahani Zainal Abidin (Independent) Tan Sri Dato' (Dr) R.V. Navaratnam (Independent) Tan Sri Osman S. Cassim YM Raja Puan Sri Dato’ Noora Ashikin Bte Raja Abdullah Dato' Dr Yahya Bin Ismail Business Office INVESTMENT COMMITTEE 3 2. DIRECTORY SECRETARY BANKER Ms Foo Choy Leng MAICSA No: 0859798 C-7-12 Prima Setapak Condominium No. 2 Jalan Prima Setapak 5 Off Jalan Genting Klang 53300 Kuala Lumpur Malayan Banking Berhad (3813K) Kuala Lumpur Main Office Menara Maybank 100 Jalan Tun Perak 50050 Kuala Lumpur TAX ADVISER AUDITORS & REPORTING ACCOUNTANTS FOR THE FUND PricewaterhouseCoopers Taxation Services Sdn Bhd (464731-M) 11th Floor Wisma Sime Darby Jalan Raja Laut P.O.Box 10192 50706 Kuala Lumpur SOLICITORS Messrs K.S. Satkuna & Co Advocates & Solicitors No. 418-B, Jalan Ipoh 51200 Kuala Lumpur PricewaterhouseCoopers (AF-1146) 11th Floor Wisma Sime Darby Jalan Raja Laut P.O.Box 10192 50706 Kuala Lumpur AUDITORS & REPORTING ACCOUNTANTS FOR SBB MUTUAL BERHAD Deloitte KassimChan (AF 0080) Level 19, Uptown 1 1 Jalan SS21/58 Damansara Uptown 47400 Petaling Jaya Selangor Darul Ehsan 4 3. KEY DATA OF THE FUND FUND INFORMATION Name of the Fund SBB Sector Rotation Fund Category of Fund Equity (Sectoral) Type of Fund Growth Investment Objective To seek long-term capital appreciation by investing in the selected MSEB sectors. Investment Strategy The strategy of the fund will be to invest in a maximum of 5 top performing sectors (minimum of two sectors) and this determination would be made by the Fund Manager. The sector rotation strategy will focus on the following: • • • • Identify the potential sector(s). Will be passive in the shares selection but active in the sector allocation. Purchase baskets of shares comprising at least 80% of the sector weight in an attempt to replicate the share weight at sector level. The Fund Manager will select the basket of shares based on the the shares' potential for appreciation relative to the outlook for the sector. However, the Fund Manager may, at its discretion, overweight or underweight at stock level if it is beneficial to the fund. Review sector picks monthly. (Refer to page 15 for more details) Principal Risks • Market Risk • Share Specific Risk • Liquidity Risk (Refer to page 12 for more details) Investor Profile You are an investor who looks for high capital gains through sector rotations that offer high growth potential. You would be willing to take higher risks for potentially higher returns in your investments. Initial Offer Price RM0.50 Fund Size of the Fund 500,000,000 units Financial Year End 31 December 5 3. KEY DATA OF THE FUND CHARGES, FEES & EXPENSES This table describes the charges that you may incur when you buy or redeem units of the Fund. Charges %/RM (i) Sales Charge per unit 6.50% of the NAV per Unit (ii) (iii) Redemption Charge per unit Nil for the term of this prospectus Transaction cost factor: • Autodebit/Standing Instruction Please refer to page 20 for details (iv) Any other charges payable directly by the investor when purchasing or redeeming the units Switching fee of RM100 per transaction for switches of more than twice a year. Please refer to page 19 for details This table describes the fees and expenses that you may incur when you invest in the units of the Fund. Fees and Expenses %/RM (i) Annual management fee 1.50 % of the NAV (ii) Annual trustee fee 0.06% of the NAV, subject to a minimum of RM18,000 per annum (Please refer to page 19 for further details) (iii) (iv) A list of fund expenses directly related to the Fund: • Audit Fee • Tax Agent’s Fee • Printing & Stationery • Bank charges • CDS Account Opening & Transfer fees • Investment committee fee for independent members • Lodgement fee for annual reports • Other expenses as permitted by the Deed Any other fees payable indirectly by an investor when investing in the Fund Such expenses as and when incurred Not Applicable 6 3. KEY DATA OF THE FUND Transfer Fee You are entitled to transfer (either fully or partially) the units registered in your name to another person in the transfer form as approved by the Manager. You are required to hold a minimum of 2,000 units in order to maintain an account with the Manager. For each transfer, a fee of RM3.00 is charged by the Manager. However, this has been waived for the Fund and all Other SBB Mutual Funds. Switching Fee An investor is entitled to two free switches out of any fund (the Fund or Other SBB Mutual Funds) in every calendar year. The Manager will charge RM100 for each subsequent switch (please refer to page 27 for details). There are fees and charges involved and investors are advised to consider the fees and charges before investing in the Fund 7 3. KEY DATA OF THE FUND TRANSACTION DETAILS Types of Transaction Minimum initial investment (inclusive of applicable Sales Charge) RM1,000 Minimum additional investment (inclusive of applicable Sales Charge) RM200 Minimum redemption amount None Minimum holding requirement 2,000 units Period for payment of redemption monies Within ten (10) days from the receipt by the Manager of your redemption request. Restriction on the frequency of redemption None Cooling –off period Yes for qualifying investors, within six (6) Business Days from receipt of the application form by the Manager (please refer to page 23 for more details) Switching and transfer facility Yes (please refer to pages 27 and 28 for more details) Exit and re-entry option Not applicable Distribution re-investment option Yes (please refer to page 9 for more details) 8 3. KEY DATA OF THE FUND DISTRIBUTION POLICY Distributions may be made out of realised undistributed income of the Fund at the discretion of the Manager. Once a distribution is made, the total NAV and NAV per unit will decrease by the amount of distribution accordingly. See below for illustration of the impact of distribution on the NAV per Unit Assuming the Fund makes a distribution of 10 sen per unit Note: ignore tax implications for simplicity. Before distribution Distribution After distribution RM million RM million RM million Unitholders' capital (a) 100 - 100 Undistributed income (b) 20 10 10 NAV Units in circulation (Million units) (c) = (a)+(b) 120 10 110 (d) 200 200 200 0.6000 0.0500 0.5500 NAV per unit (RM) (e) = (c)/(d) Would there be regular distribution? Consistent with the Fund’s objective, distributions if any will be incidental and may be distributed if there is any actual income derived from the portfolio. Reinvestment of Distributions In the absence of any written instructions to the contrary by the Unitholder, all distributions will be reinvested in the form of additional units to the Unitholder. Distribution cheques not presented for payment within 6 months from the issue date of the cheque will be reinvested into additional units of the Fund based on the prevailing NAV. Where the unitholder has ceased to be a Unitholder on the date of reinvestment, the amount represented by the unpresented cheques will be surrendered to the Registrar of Unclaimed Moneys in accordance with the provisions of the Unclaimed Moneys Act, 1965 (Revised 2002). Prospective investors should read and understand the contents of the Prospectus and, if necessary, consult their adviser(s). Unit prices and distributions payable, if any, may go down as well as up. 9 4. INTRODUCTION TO UNIT TRUST INVESTMENTS THE BASICS Introduction to Unit Trust - What is a Unit Trust Fund? A unit trust fund is a collective investment scheme, which pools the savings of investors with similar investment objectives in a special “trust” fund managed by professional fund managers. The pooled monies in the unit trust fund will then be invested in a diversified portfolio of securities and other assets in accordance with the unit trust fund’s investment objectives and as permitted under the Guidelines. The organisation of a unit trust fund is a tripartite relationship between the manager, the trustee and the unitholders. The obligations and rights of each of the three parties are specified in the deed, a legal document entered into between the manager and the trustee and registered with the SC. The deed is designed to govern the operations of the unit trust fund and protect the unitholders’ interest. The manager is responsible for the management and operations of the unit trust fund whilst the trustee holds all the assets of the unit trust fund. Mode of Operation (Governed by the Deed) Unitholders to invest in the fund Trustee Manager to safeguard the assets of the fund to administer the operations of the fund Unit Trust Fund Invest (Permitted Investments) Malaysian Government Securities, Government Investment Certificates, Treasury Bills Securities listed on the local/foreign stock exchanges Cagamas Bonds, Bankers’ Acceptances, Unlisted Loan Stocks, Corporate Bonds Negotiable Certificates of Deposits, money at call, deposits with financial institutions Possible Capital Gains & Distributions 10 Any other investments as approved by the Securities Commission 4. INTRODUCTION TO UNIT TRUST INVESTMENTS REGULATORY FRAMEWORK The SC was established pursuant to the SCA. Section 15(1)(e) of the SCA stipulates that amongst the functions of the SC, the SC shall regulate all matters relating to unit trust funds. The SC has formulated the Guidelines to govern the operation and administration of unit trust funds. The SCA and the Guidelines have been established with the objective of providing a regulatory environment that would protect the interests of the investing public and facilitate the orderly development of the unit trust industry. All parties involved in unit trust funds must comply with the SCA and Guidelines including all relevant legislation. As part of the SC Requirements, the appointment of the Manager, its Directors, Chief Executive Officer, Investment Committee members and the Trustee must be, and have been, approved by the SC. THE BENEFITS How can you benefit from investing in Unit Trusts Funds? Unit trust funds provide investors with a simple, convenient and less time-consuming method of investing in securities as compared to investing directly in the stock market or any other Eligible Market. Investors are able to benefit from the expertise of full-time professional fund managers without the need to worry about the kind of securities to buy and when to get in and out of the stock market. By investing in unit trust funds, investors have the opportunity to spread their money over a diversified portfolio of assets which otherwise may not be possible on their own. There are also potential risks involved and these are itemised on pages 12 to 13. Why would you want to invest in Unit Trusts Funds? Listed below are the benefits associated with unit trust funds: 1. Professional Investment Services You have full-time professional fund managers to manage your investments for you. Investment decisions are backed by extensive research, market analysis and vigilant monitoring of the economic and market environment. The fund manager has the requisite expertise, experience and qualitative tools to manage and maintain such services whereas as an individual investor, you may not have the benefit of such skills to make a fully informed decision if you are investing on your own directly into the capital markets. 2. Diversification Opportunities & Minimised Risks Investing in unit trust funds provides you with the opportunity to spread your money over a diversified portfolio of assets which otherwise may not be possible for investors with small capital. A unit trust fund facilitates the diversification process as it provides such investors with an avenue to pool their savings for the purchase of a diversified portfolio of securities that will potentially bring returns with lesser risks than when investing directly in the stock market or any other Eligible Market. 3. Affordable As the minimum initial investment amount required for investing in most unit trust funds is relatively low, they are affordable as compared with direct investment in a portfolio of securities, with the added benefits of diversification and access to professional investment services as outlined in paragraph 1 and 2 above. As an investor, you can choose to invest in unit trust funds that fit your risk profile and financial requirements. 4. Convenience You can rid yourself of the unnecessary stress and paperwork that comes with managing your own securities portfolio, keeping track of your contract notes, bond certificates, rights and bonus issues and so on. It is very easy to purchase or sell back your units at any of the manager’s or agent’s offices. On top of this, the manager will send the unit trust fund’s interim and annual reports to keep you informed on the performance of the unit trust fund. 11 4. INTRODUCTION TO UNIT TRUST INVESTMENTS 5. Liquidity Unlike your investments in fixed assets such as land and properties which will take a relatively longer time to liquidate, you may sell all or part of your unitholdings to the manager on any Business Day, making it easy to withdraw your money. THE POTENTIAL RISKS What kind of risks are you taking? Any investment carries with it an element of risk. Therefore, prior to making an investment, prospective investors should consider the following risk factors in addition to the other information set out elsewhere in this Prospectus. 1. Returns Not Guaranteed The manager would not be in a position to guarantee distribution, capital appreciation or investment returns to the unitholders or that the investment objectives of the unit trust fund will be achieved. By investing in a wide range of securities, the manager attempts to balance this risk with the investment rewards. 2. Manager’s Risk The performance of any unit trust fund is dependent amongst others on the experience, knowledge, expertise and investment techniques adopted by the investment manager and any lack of the above would negatively impact on the fund’s performance thereby working to the detriment of the unitholders. 3. Loan Financing Risk If you obtain a loan to finance your purchase of units, you need to understand that: • borrowing increases the possibility for gains as well as losses; • if the value of your investment falls below a certain level, you may be asked by the financial institution to top up the collateral or reduce the outstanding loan amount to the required level; • your ability to pay your loan instalments may be affected by unforeseen circumstances in the future such as loss of employment. (Unit Trust Loan Financing Risk Disclosure Statement Form annexed as Appendix 1 hereto sets out the risks in detail). 4. Risk of Non-Compliance This refers to the current and prospective risk to the unit trust fund and unitholders’ interest arising from non-conformance with laws, rules, regulations, prescribed practices and internal policies and procedures by the manager. Risk of non-compliance can lead to diminished reputation, reduced franchise value, limited business opportunities and reduced expansion potential for the company. Noncompliance may result in a fall to the value of the unit trust funds which in turn may affect unitholders’ investment goals. However, the risk can be mitigated by the internal controls and compliance monitoring undertaken by the manager. The potential risks associated with funds that invest in equities can be analysed as follows: 5. Market Risk Any purchase of securities will involve an element of risk. As unit trust funds principally invest in listed securities, they may be prone to changing market conditions as a result of global, regional or national economic conditions, governmental policies or political developments. That is why investors are exposed to market uncertainties and fluctuation in the market caused by these uncertainties will affect the market price of unit trust funds which may fall or rise, thus causing the returns generated by the fund to fluctuate. 12 4. INTRODUCTION TO UNIT TRUST INVESTMENTS 6. Share Specific Risk Any irregular fluctuation in the value of a particular share may affect the unit price in a unit trust fund. This impact is however minimised where the unit trust fund invests in a wide portfolio of investments, thus spreading the element of risk. 7. Liquidity Risk Liquidity risk is the risk that the securities invested in cannot be readily sold and converted into cash. This may occur when the trading volume is low and/or where there is a lack of demand for the security. If a unit trust fund has a large portfolio of securities issued by smaller companies, the relative illiquidity of these securities can cause the value of the fund to fall because there are generally less ready buyers of such shares as compared with the shares of larger and more established companies. Liquidity risk is limited by exercising prudence in the selection of shares and diversification. The potential risks associated with funds that invest in debentures can be analysed as follows: 8. Credit Risk A unit trust fund may be exposed to the credit or default risk of an issuer of debentures in which the unit trust fund invests in, particularly bonds and private debt securities. Such issuers may incur difficulty in making full and timely repayments of principal and interest which may lead to a default in the payment of principal and interest and ultimately, a fall in the value of the unit trust fund. 9. Interest Rate Risk Interest rate risk is inherent in investments of a unit trust fund in debentures, especially for bond or fixed income funds. Interest rate fluctuations may be attributed to market risks that affect the level of risk free rate. Prices of bonds move inversely with interest rates and would fall in a period of rising interest rates. Investors will suffer capital losses when interest rates rise, resulting in a fall in bond prices. Interest rate risk is particularly high for long term bonds, and tends to be lower for short term bonds. Interest rate risk is a general economic indicator that will impact on the management of a unit trust fund regardless of whether it is a Syariah-based fund or otherwise. Managing risks for the unit trust fund The manager will take reasonable steps to ensure that the above potential risks are managed by constructing an efficient portfolio of assets as diversification reduces the risk significantly as compared to investing in one or two companies or type of securities or instruments only. In addition, the investment manager will seek to reduce these risks by virtue of its experience, the analytical process adopted by its fund managers and by structuring a broadly diversified investment pool. Comparison between investing in unit trust funds and investment in securities An investor who invests in unit trust funds stands to benefit from a diversified portfolio of assets with just a minimal investment amount, which may otherwise not be possible if he or she invests directly in the stock market with the same amount of investment. The exposure of the investment to overall market risk is minimised owing to diversification. The investor may also stand to benefit from ringgit cost averaging by investing additional amounts in a fund regularly over the long term and in this way need not worry about market timing. (However, it should be noted that ringgit cost averaging does not guarantee a better return of investment in a fund). Comparison between investing in unit trust funds and investment in bank deposits An investor who invests in unit trust funds may potentially benefit from a higher rate of return. In a low interest rate environment, investment in a unit trust may fetch a better rate of return than by depositing all the monies in the bank. Although the underlying risks of investing in unit trust funds are higher, the overall risk is minimised through diversification. 13 4. INTRODUCTION TO UNIT TRUST INVESTMENTS Typical Unit Trust Investor Profile An investor investing in unit trust funds would be someone who seeks a cost efficient way to diversify or spread his or her investment risk and to access markets and investments which he or she may not be able to access through direct personal investment. At the same time, the investor understands and accepts the potential risks associated with investments in unit trust funds which may reap benefits and possible returns. Charges, Fees and Expenses Charges may be imposed directly on the purchase (sales charges) or redemption (redemption charges) of units in a unit trust fund, as well as on any switching facility or transfer of the units. Unit trust funds are typically subject to management fees and trustee fees of the management company and trustee respectively. Other expenses of unit trust funds may include brokerage, transaction costs, custodian fees, valuation fees, audit fees and other expenses related to the operation of the fund and allowed under the deed for the relevant fund. Only the expenses that are directly related and necessary to the business of a fund and allowed under the deed are payable or reimbursable out of the fund’s assets. Management Expense Ratio (MER) MER is the ratio of the sum of the fees and the recovered expenses of the unit trust fund to the average value of the unit trust scheme, calculated on a daily basis. The MER reflects the level of fees and expenses incurred by the unit trust fund during the time your money is invested in the unit trust fund. The MER takes into account expenses paid directly from the unit trust fund and is made up of 3 components – manager’s fees, trustee’s fees and the expenses permitted by the deed relating to the unit trust fund incurred in the administration and investment of the unit trust fund. The higher the ratio, the more expenses are incurred by the unit trust fund. The lower the MER, the more beneficial it is to the investor. A lower MER is also an indicator of how well the manager is managing the expenses of the unit trust fund. Understanding the Performance Indicators Performance data of a unit trust fund can be calculated over a variety of daily, weekly, monthly, and yearly time periods or over any time range. The performance of a unit trust fund over a specific time period can be measured and assessed using one or more of the following performance indicators:• Change in total NAV - A measurement of the change, usually in percentage, in a fund's total net asset value over the specific time period, taking into account the effects of any income distribution to unitholders during the same period. • Total Returns - A measurement of the returns of the unit trust fund including interest and dividend income earned from securities holding and gains/losses from disposal of securities held by the unit trust fund. The total returns over a specific time period can be measured and compared with the total returns over another time period. • Unit Price - A comparison of the net asset value per unit of the unit trust fund between two specific points in time. However, this comparison alone is not accurate as it does not take into account the effect of events such as income distribution to unitholders or unit split over the time period that reduces the net asset value per unit. • Comparison with Benchmark – Where a unit trust fund has adopted a benchmark, the performance of the unit trust fund would also be measured against the selected benchmark, generally in terms of the percentage change of the total net asset value of the fund’s underlying assets over a specific time period, and compared with the percentage change in the value of the benchmark over the same time period. The changes in the total NAV, Total Returns and Comparison with Benchmark is depicted in various financial periodicals and some leading newspapers and appears alongside the performance of all unit trust funds within Malaysia. This is in the form of a table and is prepared by various independent fund-rating companies. The Unit Prices of unit trust funds are published daily by the local newspapers. 14 5. THE FUND IN DETAIL SBB SECTOR ROTATION FUND Investment Objective To seek long-term capital appreciation by investing in the selected MSEB sectors. Any material changes to the Fund’s investment objective would require the approval of Unitholders. Investment Strategy The strategy of the Fund will be to invest in a maximum of 5 top performing sectors (minimum of two sectors) and this determination is made by the Fund Manager. The sector rotation strategy will focus on the following: • Identify the potential sector(s). • Will be active in the sector allocation. • Purchase baskets of shares comprising at least 80% of the sector weight in an attempt to replicate the shares weight at sector level. The Fund Manager will select the basket of shares based on the the shares' potential for appreciation relative to the outlook for the sector. However, the Fund Manager may, at its discretion, overweight or underweight at stock level if it is beneficial to the fund. • Review sector picks monthly. The Fund Manager will study the prevailing economic and political conditions in determining sector allocation. Sector analysis is done through quantitative and qualitative approaches. The selection of a particular sector is based primarily on the growth prospects and valuation of that sector. The most promising sectors will be chosen according to their rating levels as per the sector analysis. Given that the Fund Manager is allowed to invest within the top 5 sectors, the Fund Manager could just devote investment in less than 5 sectors, but must maintain an investment in a minimum of 2 sectors at all times. In order to arrive at the top 5 sectors on a periodic basis to justify the sector rotation, the Fund Manager will conduct a monthly sector analysis to arrive at the particular ratings. The top 5 sectors will be chosen. The Fund Manager will purchase baskets of shares in an attempt to replicate at least 80% of the shares weight at sector level. The investment policy The SRF aims to achieve long term capital growth by investing in sectors which have the potential for appreciation relative to the market as a whole. Due to the dynamic macroeconomic environment, the Fund Manager would continuously assess the sector allocation strategy. Therefore, there will be occasions when the Fund Manager actively switches sectors to reflect the revised expectations of potential sector appreciation. The type and characteristics of the securities/instruments including risks associated with such securities/instruments. The SRF would invest principally in equities but may defensively shift into money market instruments. The primary risk associated with equity investments is market risk, i.e. the uncertainty of returns due to the fall and rise of the market. Investing in money market instruments introduces some credit risk exposure arising from the potential for counterparties to default on their obligations. The nature of such risks is explained on pages 12 and 13. 15 5. THE FUND IN DETAIL The Fund Manager’s asset allocation strategy. The asset allocation would be to invest up to a maximum of 98% in equities, with the remainder in fixedincome securities and liquid assets. The asset allocation will be reviewed periodically depending on the country’s economic and stock market outlook. In a rising market, the 98% limit may be breached. However the Manager will seek to adjust this within a time frame approved by the Trustee. Performance As Against the Benchmark EMAS (For more details on performance as against the benchmark, please refer to page 14) The risk management strategies and techniques to be employed by the investment. Futures contracts will be utilised by the Fund Manager to hedge against market volatility. The ability to hedge with futures is advantageous in times when the market is illiquid. The fund’s principle strategy in attempting to respond to adverse market conditions, economic, political, or any other conditions. The SRF’s principal strategy is to seek long term capital growth by investing primarily in equity securities in different sectors of the economy. However, the Fund Manager may choose to shift some assets into money market instruments in the event of negative outlooks for the various sectors. This defensive strategy may be adopted to respond to adverse market conditions at the investment manager’s discretion. The bases of valuation of all types of securities/instruments invested Quoted investments in Malaysia are valued at the last done market price quoted by the MSEB. Unquoted fixed income securities are carried at cost and adjusted for amortisation of premium or accretion of discount from acquisition date to maturity date. The carrying value is revalued to reflect its fair value on a weekly basis using the net present value method based on the average indicative yields obtained from 3 financial institutions. However, if a valuation based on the market price does not represent the fair value of the securities, for example during abnormal market conditions or no market price is available, including in the event of a suspension in the quotation of the securities for a period exceeding 14 days, or such shorter period as agreed by the Trustee, then the securities are valued at fair value, as determined in good faith by the Manager, based on the methods or bases approved by the Trustee after appropriate technical consultation. Specific and peculiar risks when investing in the fund. Like any other unit trust, an investment in the SRF has a degree of investment risk. Due to its investment strategy, the SRF would be exposed to the ups and downs of the stock market and also to sector-specific risks. The SRF is expected to be volatile over short periods of time. Therefore, the SRF is suitable for investors with high levels of risk appetite and long investment horizons. 16 5. THE FUND IN DETAIL Permitted Investments The Fund may invest in the following investments subject to the Guidelines, SC requirements and in accordance with the Fund’s objective: • Securities traded on the MSEB and/or any other market considered as an Eligible Market; • Warrants and options where options include futures option and exchange-traded options; • Malaysian Government Securities, Treasury Bills, BNM Certificates/Bills, Government investments Certificates, and Cagamas Notes/Bonds; • Other obligations issued or guaranteed by the Malaysian Government, BNM, State Governments and Government-related agencies; • Private Debt Securities, loan stocks and corporate bonds traded in Eligible Markets; • Bankers’ acceptances and other tradable money-market instruments in the money market; • Ringgit-denominated deposits placed with commercial banks, merchant banks and finance companies; • Negotiable Certificates of Deposits, and placements of money-at-call with discount houses; • Futures contracts for hedging purposes only (excluding futures options and eligible exchange traded options); and • Other investments approved by the SC from time to time. All investments will be subject to the Guidelines, SC Requirements and the Deed, except where exemptions or variations have been approved by the SC, internal policies and procedures and the Fund’s objective. The minimum level (2%) of Liquid Assets to be maintained by the Fund may be reviewed from time to time by the Investment Committee and subject to approval by the Trustee. The Fund may not 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 and none of the cash or investments may be lent except as otherwise provided for in the aforesaid Guidelines. 17 5. THE FUND IN DETAIL The investment limits adopted by the Fund Manager for the Fund are as imposed under the SC Guidelines and are as follows: The value of the holdings of any class of security of any single issuer Must not exceed 10% of the security issued The value of the holdings of the share capital of any single issuer Must not exceed 10% of the NAV of the Fund The value of the holdings of securities of and the securities relating to any single issuer Must not exceed 15% of the NAV of the Fund The value of the holdings of securities of and relating to any group of companies. Should not exceed 20% of the NAV of the Fund except in cases where the Manager has received the approval of SC and notified the Trustee The value of the holdings in warrants and options Must not exceed 10% of the Fund’s NAV. The investment limit refers to the price of the warrants and the premium of the options. The value of the holdings of units/shares in collective investment schemes Must not exceed 10% of the NAV of the Fund A 5% allowance in excess of any limit or restriction may be permitted where the limit or restriction is breached through the appreciation or depreciation of the NAV of the Fund (whether as a result of an appreciation or depreciation in the value of the investments, or as a result of redemption of units or payment made from the Fund). The Fund will not make any further acquisitions when the limit is already breached, and the Fund Manager will within a reasonable period of not more than three months from the date of the breach undertake all necessary steps and actions to rectify the breach. 18 6. CHARGES, FEES & EXPENSES CHARGES Sales Charge 6.50% of the NAV per Unit. For illustrations on how the sales and the redemption charges are calculated, please refer to pages 21 and 22. Redemption Charge Nil during the term of this Prospectus. FEES AND EXPENSES Annual Management Fee An annual fee of 1.50% which is paid out of the Fund, and is calculated daily based on the Net Asset Value of the Fund for each day. Fees Payable to Trustee Flat annual trustee fee of 0.06% per annum calculated daily based on the Net Asset Value of the Fund for that particular day. However this is subject to a minimum of RM18,000 per annum for the Fund. Illustration of Management Fee and Trustee Fee computation for each day: At the end of each day: Assets RM120,000,000 Less: Liabilities RM(20,000,000) Net Asset Value RM100,000,000 Management Fee accrued RM4,109.59 (100,000,000 x 1.50%/365) Trustee Fee accrued RM164.38 (100,000,000 x 0.06%/365) Transfer Fee You are entitled to transfer (either fully or partially) the units registered in your name to another person by completing a transfer form that may be obtained from the Manager. You are required to hold a minimum of 2,000 units in order to maintain an account with the Manager. For each transfer, a fee of RM3.00 is charged by the Manager. However, this has been waived for the Fund and all Other SBB Mutual Funds. Switching Fee An investor is entitled to two free switches out of any unit trust fund (the Fund or Other SBB Mutual Funds) every calendar year. The Manager will charge RM100 for each subsequent switch. Expenses Only the expenses that are directly related and necessary to the business of the Fund are payable or reimbursable out of the assets of the Fund. This would include all expenses allowed under the Deed for the Fund and would amongst others cover audit fees and tax agent’s fees for the audit of accounts and preparation of tax returns and other administration expenses. 19 6. CHARGES, FEES & EXPENSES Sales Commission Payable to Agents Commission paid to all distribution channels is an expense borne by the Manager out of the Sales Charge. Total commission of up to a maximum of 4.2% of the Selling Price per unit is paid to the tied agents. For IUTAs, the sales commission does not exceed the Sales Charge. Autodebit/Standing Instruction Autodebit and other Standing Instruction facilities are available at selected banks and handling charges will be borne by the investors. For more details, please contact our Customer Service, the details of which are set out on page 29. Soft Commissions Dealings on investments of the Fund through brokers or dealers will be on terms which are best available for the Fund. Any rebates from brokers or dealers will be directed to the account of the Fund. The Investment Manager generally does not receive any soft commissions from stockbrokers, the only exception would be soft commissions in the form of subscription for real-time services from our related company, SBB Securities Sdn Bhd. There are fees and charges involved and investors are advised to consider the fees and charges before investing in the Fund 20 7. TRANSACTION INFORMATION NET ASSET VALUE What is the Net Asset Value of a Fund? It is determined by deducting the value of the Fund’s liabilities from the value of the Fund’s assets at the valuation point. How is the Net Asset Value calculated? The calculation of the NAV* at each valuation point is illustrated below: RM million Quoted Investments 80 Fixed Income Securities 32 Liquid Assets 5 Other Assets 3 120 Less : Liabilities (20) Net Asset Value 100 * The values used are for illustration purposes only SALE & REDEMPTION OF UNITS What is the Selling Price per Unit? During the Initial Offer Period, the Selling Price per Unit for the Fund is RM0.50 inclusive of the Sales Charge. After the Initial Offer Period, the Selling Price per Unit shall be the NAV per Unit of the Fund as at the next valuation point after the Manager receives the application for units plus the Sales Charge of 6.5% of the NAV per Unit. As the basis of calculation is forward pricing, the Selling Price per Unit on any Business Day will be the published Selling Price per Unit on the following day. Assuming at the end of the Business Day on 31 May 2004, NAV of the Fund is RM100,000,000, units in issue stand at 210,000,000 units and the Sales Charge is 6.5% of the NAV per Unit, the Selling Price per Unit published on 1 June 2004 is as illustrated below: NAV per Unit = = NAV Units in issue 100,000,000 210,000,000 RM0.476190 = = = = (NAV per Unit + Sales Charge*) 0.476190 + (0.065 x 0.476190) 0.476190 + 0.030952 RM0.5071 (Rounded to four decimal places.) = Selling Price per Unit *Sales Charge = 6.50% x NAV per Unit 21 7. TRANSACTION INFORMATION What about the Redemption Price per Unit? The Redemption Price per Unit of a Fund is the NAV per Unit of the Fund and there is no redemption charge. As the basis of calculation is forward pricing, the Redemption Price per Unit on any Business Day on which the request to redeem is received by the Manager will be the published Redemption Price on the following day as illustrated below: The Redemption Price per Unit for the Fund published on 1 June 2004 is RM0.4762* and the request to redeem received by the Manager is 1,000 units. The Redemption Price per Unit for the Fund is the NAV per Unit of the Fund. There will be no redemption charge imposed on any request to redeem the units. NAV per Unit = RM0.476190 Redemption Charge = RM0.00 Redemption Price per Unit = NAV per Unit = RM0.4762* During the Initial Offer Period, the Redemption Price per Unit of the Fund would be as illustrated below: Redemption Price per Unit = Selling Price 1 + Sales charge = RM0.50 1+ 0.065 = RM0.50 1.065 = RM0.469484 = RM0.4695* *Rounded to four decimal places. 22 7. TRANSACTION INFORMATION TRANSACTION DETAILS When is the Initial Offer Period? The Initial Offer Period for the Fund shall be for a period of 7 days commencing on the date of this Prospectus. What is the Selling Price per Unit during the Initial Offer Period? The Selling Price per Unit is RM0.50. The Selling Price per Unit is inclusive of the Sales Charge, as explained and illustrated on page 21. What is the Cooling-off Period? Cooling off right is the right of a first time investor to obtain a refund of his/her investments in a fund provided it is exercised within the cooling off period and the refund must not be less than the sum of the: • NAV per unit on the day the units were first purchased; and • The sales charge per unit originally imposed on the day the units were purchased. The money must be refunded to the investor within 10 days of receipt of the notice of withdrawal by the Manager. The cooling off right is only accorded to a first time investor other than those listed below: • A corporation or institution; • A staff of the Manager; and • Persons registered to deal in unit trusts of the Manager. First time investors means investors who are investing for the first time (whether individually or as a joint Unitholder) in a unit trust fund ( this Fund and Other SBB Mutual Funds) administered by the Manager, in other words the first time an investor invests in a unit trust fund administered by the Manager. If the investor is an existing Unitholder (whether alone in his own name or as a joint Unitholder) in any of the Other SBB Mutual Funds, he will not be entitled to the cooling off right. Cooling off period means the period within six days from the date the application form is received by the Manager where the first time investors can exercise a withdrawal of their investment. As a matter of policy, any complete or full redemption exercised by a first time investor of his Units in the Fund and any Other SBB Mutual Funds within the six (6) Business Days immediately following the receipt of the application form in respect of such holding by the Manager operates as an exercise of the cooling off right. Although the cooling-off right is applicable to all investors (except those mentioned above), investors who invest via the KWSP Members’ Investment Scheme would, however, be subject to KWSP’s terms and conditions. Where units can be purchased or redeemed Units can be bought and sold on any business day at any of the Manager’s offices, SBB branches or from any IUTAs listed on page 66. 23 7. TRANSACTION INFORMATION Is there a minimum initial investment? Yes, the minimum initial investment is RM1,000 (Ringgit Malaysia One Thousand) only. Illustration: Assuming you make an application to invest RM1,000. The Selling Price per Unit on the following day after your application is received by the Manager is RM0.5000 (during the Initial Offer Period). Therefore, the units credited to your account would be: Amount Invested Selling Price per Unit = RM1,000 = RM0.5000 2,000 units What about subsequent investments? Yes, you can make additional investments at any one time with the minimum amount of RM200 (Ringgit Malaysia Two Hundred) only or you can opt to participate in the Regular Investment Plan (RIP). RIP is a facility offered by the Manager to all unitholders of all the funds managed and adminstered by the Manager. For your convenience, you can invest regularly using the Autodebit or Standing Instruction arrangements we have made for you with selected banks throughout Malaysia. For more details, please refer to the product brochures available. (Subject to the approved size of the Fund, there is no maximum limit to the number of units or amounts you can invest) Term of the Fund The duration of the Fund is indefinite. However, the Deed provides for a number of circumstances under which the Trustee may terminate the Fund. Section 110 of the SCA also provides the circumstances and conditions under which the Fund may be wound up. Recognition as Unitholder You will be recognised as a Unitholder upon being registered and registration will take effect only after acceptance of the application form and monies by the Manager. Can I use my KWSP funds to invest with SBB Mutual? Yes. (Such investment is referred to below as “KWSP investment”.) 24 7. TRANSACTION INFORMATION How can I purchase the Fund? (This would apply to all categories including KWSP investment) You may purchase units at any time by simply completing the application form enclosed with this Prospectus and returning it to any of the Manager’s offices or SBB’s branches or any IUTA on any business day. You are also required to attach a copy of your Identity Card or Passport (for Non-Malaysian) to your application form. On receiving your request, the Manager will purchase the units at the Selling Price which is quoted in major daily newspapers on the following day. Illustration: Assuming that you have requested the Manager to invest RM1,000. The Selling Price per Unit quoted on the following business day upon receipt of your request was RM0.4000. Unit Invested = Investment Amount Selling Price per Unit = RM1,000 RM0.4000 = 2,500 units How can I redeem my investment? (This would apply to all categories including KWSP investment) You may redeem your units at any time by simply completing the redemption form and returning it to any of the Manager’s offices, SBB’s branches or any IUTA on any business day. You are also required to attach a copy of your Identity Card or Passport (for Non-Malaysian) to your redemption form. On receiving your request, the Manager will redeem the units at the Redemption Price which is quoted in the major daily newspapers on the following day. Illustration: Assuming that you have requested the Manager to redeem One Thousand Units (1,000) of your investment. The Redemption Price per Unit quoted on the following day upon receipt of your request was RM0.4000. Redemption Proceeds = Number of Units Redeemed x Redemption Price per Unit = 1,000 units x RM0.4000 = RM400 The Manager shall remit the redemption proceeds to you or to KWSP (for KWSP investment) within ten (10) days from the date the redemption request is received by the Manager. 25 7. TRANSACTION INFORMATION Suspension of Sale and/or Redemption The Trustee has the right to suspend the redemption of units by the Manager in a situation where it considers it not in the interests of Unitholders for investments of the Fund to be sold or where investments cannot be liquidated at an appropriate price or terms. In such situations, the Trustee should suspend the sale and/or redemption of units and call for a Unitholders’ meeting to decide on the next course of action. The suspension of the sale and/or redemption of units in the Fund should only be carried out where the interests of the Unitholders or the potential investors would be materially affected if the sale and/or redemption of units were not suspended. Other than the situation described above, the Trustee may suspend the sale and/or redemption of units in the Fund in exceptional circumstances, where there is good and sufficient reason to do so having regard to the interests of the Unitholders or potential investors. In such case, the period of the suspension must not exceed 21 days unless the consent of the Unitholders is obtained. How much can I redeem and is there a minimum holding requirement? You may redeem any amount of units. However, the Manager shall not be bound to comply with any request to partially redeem units if the effect thereof would be that you hold less than two thousand (2,000) units at any time. Is there a restriction on the frequency for redemption? No. 26 7. TRANSACTION INFORMATION What is Fund Switching? Switching is a facility offered by the Manager to all Unitholders. This facility enables you to convert units of one unit trust fund to units of another unit trust fund managed by the Manager. Every Unitholder is entitled to two (2) free switches out of a fund in a calendar year, and subsequent switches will incur a charge of RM100 for every switch. The Manager allows switching from syariah based funds managed by the Manager into conventional funds (which includes SRF and Other SBB Mutual Funds), however, this is not encouraged for Muslim unitholders. The Manager has the discretion to reject in whole or in part an application to switch between SRF and any Other SBB Mutual Funds administered by the Manager without having to give reasons for such refusal. Switching Between Funds (SRF to Other SBB Mutual Funds) If you switch from SRF to Other SBB Mutual Funds, units will be redeemed at the NAV per Unit of the SRF and the proceeds will be used to acquire units of the Other SBB Mutual Funds at the NAV per Unit. Any sales charge of the intended fund would be waived. Types of Funds From To SRF Other SBB Mutual Funds Pricing Units redeemed Units acquired at at NAV per Unit NAV per Unit Switching Fee RM100, except for the first two switches in a calendar year Switching from BOF into Other SBB Mutual Funds (including SRF) As the BOF had a no load policy (ie. no sales charge) before 24 April 2003, there are 2 scenarios governing switching from BOF depending on whether the unitholder who wishes to switch out of the units in BOF invested when BOF had a no load policy (before 24 April 2003) or when BOF had imposed a sales charge (on or after 24 April 2003). Further, unitholders who invested in BOF when there was a no load policy will be subject to different rules on switching out of BOF depending on whether the investment in BOF was a switch from another fund. Types of Funds From To (BOF)a Other SBB Mutual Funds Other SBB Mutual Funds (BOF)b (BOF)c Other SBB Mutual Funds Pricing Units redeemed Units acquired at at Selling Price per NAV per Unit Unit NAV per Unit NAV per Unit 27 NAV per Unit NAV per Unit + (Sales Charge – 2%) Switching Fee RM100, except for the first two switches in a calendar year 7. TRANSACTION INFORMATION 1st Scenario (a) A switch from BOF (bought without the sales charge, before 24 April 2003) into another fund managed by the Manager will mean that the BOF units will be redeemed at the NAV per Unit of BOF and the proceeds will be used to acquire units of the Other SBB Mutual Funds at the Selling Price per Unit. BOF Other SBB Mutual Funds (Selling Price) (b) If the BOF holding is a result of a switch from Other SBB Mutual’s Funds, a switch from BOF back into Other SBB Mutual Funds will mean that the BOF units will be redeemed at the NAV per Unit of BOF and the proceeds will be used to acquire units of the Other SBB Mutual Funds at the NAV per Unit. Equity fund BOF (NAV) Other SBB Mutual Funds (NAV) 2nd Scenario This would apply to unitholders who invested in BOF during the imposition of a sales charge (also referred to as ‘load policy’) (on or after 24 April 2003). (c) A switch from BOF (bought with the sales charge) into Other SBB Mutual Funds will mean that the BOF units will be redeemed at the NAV per Unit of BOF. The proceeds will be used to acquire units of the Other SBB Mutual Funds at the NAV per Unit plus the net Sales Charge (after deduction of 2% from the Sales Charge of the intended fund). BOF Other SBB Mutual Funds (Sales Charge – 2%) What is a transfer? Transfer is a facility whereby you are entitled to convey or transmit (either fully or partially) the units registered in your name to another person by completing a transfer form which may be obtained from the Manager. For each transfer, a fee of RM3.00 is chargeable by the Manager. However, this has been waived for the Fund and all Other SBB Mutual Funds. For any partial transfer out of the Fund, you are also required to maintain a minimum holding of 2,000 units in order to maintain your account with the Manager. Does the Manager allow Regular Withdrawals? Yes. 28 7. TRANSACTION INFORMATION COMMUNICATION WITH INVESTORS Confirmation Advice Slip Each time you purchase units of the Fund or conduct any other transactions, a Confirmation Advice Slip is sent out to you by ordinary post. Statements of Account A statement summarising all transactions effected by you within each calendar year ending 31 December will be generated and sent to you. Fact Sheet The Manager issues a monthly fact sheet to Unitholders detailing the Fund’s investment objective and strategy, investor profile, investment portfolio, performance data and portfolio analysis. Financial Reports You will be informed of the performance of the Fund you have invested in through an audited annual report as at the financial year-end of the Fund and an unaudited interim report as at the financial half-year. The reports will be sent to you within two (2) months of the end of the two stated periods. Newspaper The Manager publishes the Fund’s selling price, redemption price, NAV per unit, management fees, sales charge and redemption charge (if any) daily in at least one national Bahasa Melayu and one national English newspaper. Customer Service: You can seek assistance on any issue relating to the Fund, every working day from 9.00 a.m. to 5.30 p.m., by contacting SBB Mutual at: • Our Customer Care Hotline at 03-7718 3000; or • Our regional offices and branches (listed on page 66); You may also: • E-mail SBB Mutual via [email protected]; or • Visit SBB Mutual’s homepage at http:// www.sbbmutual2u.com. 29 8. UNITHOLDERS’ RIGHTS AND LIABILITIES When you invest in the Fund, you have certain rights, which amongst others, include the rights to the benefits from owning the units and the right to attend and vote at Unitholders’ meetings. Each unit held in the Fund confers an equal undivided beneficial interest in the assets of the Fund. However, the unit does not give you an interest in any particular part of the Fund or right to be involved in the management or operation of the Fund (other than through Unitholders’ meetings). A Unitholder may not: • interfere with any rights or powers of the Manager or Trustee under the Deed; • exercise a right in respect of an asset or lodge a caveat or other notice affecting an asset or otherwise claim any interests in an asset; or • require an asset to be transferred to the Unitholder. What are my Rights as a Unitholder? You are entitled to: • receive distributions of income as and when payable; • receive interim and annual reports; • summon Unitholders' meetings in accordance with the Deed and the Guidelines. • vote for the removal of the Manager or the Trustee through a special resolution; • if you are a qualifying investor, exercise your cooling-off right for your first investment.* *The KWSP terms and conditions will apply for those investors exercising the cooling off right under the KWSP Members Investment Scheme. What are my Liabilities as a Unitholder? Except to the extent as provided in the Deed in respect of fees, charges and expenses out of the amount invested in the Fund, after full payment of the Selling Price of the units held by him/her: • no Unitholder shall incur or assume any liability or be required to make any payment to the Trustee or Manager in respect of his units; and • no further liability can be imposed on any Unitholder in respect of such units. Your liability will be limited to your investments in the units of the Fund. 30 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND THE MANAGER Who is SBB Mutual Berhad? SBB Mutual was incorporated on 17 December 1990 under the Companies Act, 1965. As at 31 March 2004, it had an authorised capital of RM25,000,000 divided into 25,000,000 ordinary shares of RM1.00 each of which 10,000,000 ordinary shares are issued and fully paid-up. The shareholding interests in SBB Mutual are as follows: Shareholders and Percentage of Equity Shareholders % BHLV 100% Summary of Audited Profit and Loss Account and Shareholders’ Funds Year Ended 31 Dec 2003 Year Ended 31 Dec 2002 Year Ended 31 Dec 2001 RM RM RM Paid up capital (RM’000) 10,000 10,000 10,000 Retained Earnings (RM’000) 46,931 36,998 34,224 Shareholders’ Funds (RM’000) 56,931 46,998 44,224 1,300,879 641,892 600,048 Pretax profit (RM’000) 20,001 12,612 5,349 Profit after tax (RM’000) 13,933 9,254 2,878 Turnover (RM’000) SBB Mutual started its first fund on 15 May 1991 and has been in the industry for 13 years. Since its inception, SBB Mutual has steadily expanded and as at 31 March 2004 employs over 203 staff (comprising 112 executives and 91 non-executives) with 5 regional offices, 7 branches and 19 sales offices spread throughout the country. Together with this Fund, SBB Mutual manages 15 equity funds, 3 balanced funds and 1 fixed income fund with a total approved fund size of 12.05 billion units. As Manager, what are SBB Mutual’s main functions? The Manager is responsible for the day to day management of the Fund in accordance with the provisions of the Deed and for the development and implementation of appropriate investment strategies. The main tasks include: • managing monies received from the investors to be eventually invested by the Investment Manager; • valuation and pricing of units; • arranging the sale and redemption of units; • keeping proper records of the Fund; and • maintaining the Register of Unitholders. 31 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND What are the manager’s powers in relation to removal or replacement of trustees? Section 108 of the SCA allows the Manager to remove or replace the trustees after becoming aware that: • the trustee has ceased to exist; • the trustee has not been validly appointed; • the trustee is not eligible to be appointed or to act as trustee under Section 99 of the SCA; • the trustee has failed or refused to act as trustee in accordance with the provisions or covenants of the deed or the provisions of the SCA; • a receiver is appointed over the whole or a substantial part of the assets or undertaking of the existing trustee and has not ceased to act under that appointment, or a petition is presented for the winding up of the existing Trustee (other than for the purpose of and followed by a reconstruction, unless during or following such reconstruction the existing Trustee becomes or is declared to be insolvent); or • the trustee is under investigation for conduct that contravenes the Trust Companies Act 1949, the Trustee Act 1949, the Companies Act 1965 or any securities law. DETAILS OF MATERIAL LITIGATION SBB Mutual is not engaged in any litigation, either as plaintiff or defendant which has a material effect on the financial position of SBB Mutual and the Directors do not know of any proceedings pending or threatened or of any fact likely to give rise to any proceedings which might materially and adversely affect the position or business of SBB Mutual. Who are the people behind the Manager? THE BOARD OF DIRECTORS The Directors, who meet at least once every two (2) months, are mainly responsible for the overall management of SBB Mutual. In exercising their powers, the Directors will act honestly, with diligence and with reasonable skill. Each Director owes a fiduciary duty to SBB Mutual not to allow his/her personal interests to conflict with that duty. The Directors are guided by the Company Director’s Code of Ethics. BOARD OF DIRECTORS Dato' Seri Goh Eng Toon, is an active participant in the banking industry from the 1950’s. In 1973, he joined BHL Bank Berhad (“BHLB”) and initiated its corporate restructuring exercise and was subsequently appointed the Chief Executive of BHLB in that year. He assumed the additional position of Chairman of BHLB in 1990. Since 1973 and until the recent merger of BHLB with Southern Bank Berhad (“SBB”), he has been principally involved in the management of BHLB. He also sits on the board of several companies having business activities in finance, insurance, medical care, leasing, investment, property development, warehousing, asset management and trusteeship. Notwithstanding his many commitments, Dato’ Seri sits on the board of several charitable and public services and social organisations. Pursuant to the merger, he was appointed a Director of SBB on the 18th of October 2000. He has been the director and Chairman of SBB Mutual since 17th of December 1990. He is also the Chairman of Southern Bank Berhad since the 28th of September 2001 and also the Chairman of Aviva Insurance Berhad since the 8th of May 2000. Dato' Yeap Leong Huat was a Director of BHL Bank Berhad from September 1980 until it merged with Southern Bank Berhad. He is currently a Director of Southern Bank Berhad since his appointment on the 18th of October 2000. He is also a Director of several private limited companies having activities in education, property development and investments. His other directorship include Island & Peninsular Berhad, a public listed company. He has been a Director of SBB Mutual Berhad since the 3rd of June 1992 and was appointed as Director of SBB Asset Management Sdn Bhd with effect from the 17th of November 2003. 32 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND Dato’ Dr Yahya Bin Ismail, was appointed as a non-independent non-executive director of SBB on 1 October 1983. He was in the Public Service from 1959 to 1978. He retired as Director-General of the National Livestock Authority and served on the Totalisator Board Malaysia from 1982 to 1990 and as Chairman from 1986. Dato’ Dr Yahya Bin Ismail currently sits on the board of a number of public listed companies which include Killinghall (Malaysia) Berhad since 1978, Shell Refining Company (FOM) since 1978, YTL Corporation Bhd since 1984, YTL Power International Bhd since 1996 and Metroplex Berhad since 1993. He is also the Executive Chairman of Komputer Sistem (M) Sdn Bhd since 1979. Dato’ Dr Yahya Bin Ismail was appointed as Director of SBB Mutual on 1 April 2003. Tan Sri Dato’ (Dr) R.V. Navaratnam, is currently the Corporate Adviser of the Sunway Group, the Executive Director of Sunway College and Director of the Asian Strategy and Leadership Institute (ASLI). Tan Sri was educated at Victoria Institution, Kuala Lumpur and the University of Malaya in Singapore where he obtained a Bachelor of Arts (Honours) in Economics. Tan Sri joined the Malaysian Civil Service in 1959 and held several posts in his career of 27 years in the Treasury. He obtained his Diploma in Public Administration from the Royal Institute of Public Administration in London in 1961 and the M.P.A (Economics) from Harvard University, United States in 1969. He was appointed Alternate Executive Director of the World Bank in Washington between 1970 and 1972. After this appointment, he rejoined the Treasury where he served as Deputy Secretary General. Tan Sri was promoted as Secretary-General of the Ministry of Transport in 1986. On his retirement from the Government service, he became Chief Executive Officer of Bank Buruh (now Affin Bank) between July 1989 to July 1994. Tan Sri was Vice Chairman of the Malaysian Business Council, was a member of the Malaysian External Trade Development Corporation (MATRADE) and was a Director of the Malaysian Industry-Government Group for High Technology (MIGHT). He was appointed Director of SBB Unit Trust Management Berhad in April 1995. In August 1999, he was appointed member of the National Economic Consultative Council (MAPEN II). Tan Sri is presently a member of the Court and Council of the Malaysian Institute of Management and the Deputy President of the Institute of Management Consultants. He obtained an Honorary Doctorate from Oxford Brookes University (UK) and has written 6 books on the Malaysian economy. Tan Sri Dato’ (Dr) R.V. Navaratnam was appointed as an independent Director of SBB Mutual on 1 April 2003. Mr Wong Joon Hian, is the Managing Director of Advance Synergy Capital Berhad, a company which is listed on the main board of the Malaysia Securities Exchange Berhad. He is a member of the Malaysian Institute of Certified Public Accountants, the Malaysian Institute of Accountants and a fellow member of the Institute of Chartered Accountants in England and Wales. He commenced his career when he joined Price Waterhouse & Co in England after qualifying as a Chartered Accountant in 1973 and has since accumulated over 30 years of working experience in the areas of audit, accountancy, financial services and corporate management. He sits on the Board of Southern Investment Bank Berhad as a non-executive director and is an independent non-executive director of Southern Finance Berhad and BHL Venture Berhad respectively; a director in several other private limited companies. He is also currently serving the Malaysian Institute of Accountants as a member of the Accounting and Auditing Committee. Mr Wong was appointed as an independent Director of SBB Mutual on 1 April 2003. 33 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND YM Raja Puan Sri Dato’ Noora Ashikin Bte Raja Abdullah, aged 56, graduated with a Bachelor of Economics and Administration (Hons) from the University of Malaya in 1972 and holds a certificate from the Institute of Bankers. Upon her graduation, she joined Bank Bumiputra Malaysia Berhad as a subaccountant. In 1974, she joined Chartered Merchant Bankers Berhad as an Investment Officer and was duly promoted to Assistant Investment Manager in 1978. Subsequently in 1980, she became a remisier with Yew Securities Sdn Bhd before founding RNA Securities Sdn Bhd in 1983. In 1991, RNA Securities entered into a joint venture with Southern Bank Berhad. Since then, she sits on the board of SBB Securities Sdn Bhd. She had held a Dealer’s Representative license and is a Member of the Exchange. She is also a trustee of the Women’s Institute of Management since 1994 and holds several positions in various social, charity and sports organisations. She founded a charity organisation called BAIDURI in Perak in 1983 and was the Founder President for 17 years. She is also the President of the Malaysian Women Hockey Association, a post which she has held for many years. She is Director (non-executive, non-independent) of BHLB Pacific Trust Management Berhad, now known as SBB Mutual Berhad, and together with this Fund, sits on the Investment Committees of 19 unit trust funds under SBB Mutual Berhad. THE MANAGEMENT TEAM Mr Paul Low Hong Ceong is the Chief Executive Officer. He is responsible for the company's performance and leads the company in the formulation of its business strategies and future plans. He was previously the General Manager of SBB Mutual and has been with SBB Mutual since July 1998. He holds an MBA degree from McNeese State University, Louisiana, USA. He has been in the financial service circuit since 1986, which includes international experiences in the USA. Before his return to Malaysia in 1993, he was with Northwestern Mutual and Metlife in the USA. He was also the Founder and President of Malaysian-California Chamber of Commerce 1992/1993 and President of St. Louis Chinese Junior Chamber of Commerce USA in 1987/1988. He is currently a Council Member of the FMUTM, chairing the Marketing and Distribution Committee and is also a board member and Vice President of the Financial Planning Association of Malaysia. Mr Chan Kok Hin is the Chief Marketing Officer. He is responsible for the overall marketing and business development strategies of SBB Mutual, including distribution channels development, product development, training and communications. He joined SBB Mutual on 1 February 2000 as Vice President, Head of Marketing and Business Development Division and was subsequently promoted to his present position. He has over 14 years of marketing and business development experiences in the insurance industry, which includes international experiences in the ASEAN countries. He holds a Degree in Bachelor of Social Science (Hons) majoring in Economics, is a Certified Financial Planner (CFP) and an Associate of Life Office Management – US and a Fellow of Life Underwriter Training Council – US. Mr David Wee Kim Peng is the Chief Operating Officer. He is responsible for the overall areas of finance, operations, customer service and information technology of SBB Mutual. He has 20 years experience in banking, insurance and management consulting. He gained most of his working experience in Maybank, Perwira Affin Bank (now Affin Bank), Price Waterhouse Consulting (now IBM Consulting) and AIA. He holds a Degree in Bachelor of Arts (Hons) from the University of Malaya. He joined SBB Mutual on 8th January 2003. Ms Jessica Loh Swee Wei is the Customer Support Director. She holds a Bachelor of Arts Degree (Hons) majoring in Economics from the University of Malaya and is a Certified Financial Planner (CFP). In her present appointment, she is responsible for the day to day unit trust operations, customer servicing and quality system functions within the company. This function involves the responsibility to ensure that all channels of service delivery to the customers are meeting or exceeding standards and expectations. She has over 10 years of experience in the financial services industry and areas covered ranges from operations and customer servicing to quality improvement. She joined SBB Mutual in 1996. 34 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND Mr Joseph Tan Gee Hon is the Info-Ledge Director. He holds a Bachelor of Science Degree in Computer Science from the University of South Western Louisiana, USA. He has more than 16 years of IT working experience both locally and abroad. Besides having extensive experience in project development, application tools, database and hardware, Joseph also has considerable exposure in the vendor and end user environment. He is in charge of the Application Development & Support Department, Systems Support & Administration Department, Management Information Department, System & Methods Department and ECommerce Department. He is also responsible for the consulting, administration, planning and design, support and co-ordination of all applications, database, network, data warehousing, and strategic planning for SBB Mutual. He joined SBB Mutual in September 2000. Mr Kim Thean Soo is the Finance Director. He is an Associate Member of the Association of Chartered Certified Accountants since 1996. He is responsible for the accounting and financial management of the company. He has more than 13 years experience in the fields of audit, group accounts and compliance. Prior to joining the company, he was attached with another unit trust management company for four years. He joined SBB Mutual in May 2001. Mr Jeffrey Koit Kong Seng is the Human Resource Director. He holds a Bachelor of Divinity degree from Trinity Theological College, Singapore. He has clocked-in a total of 11 years of HR experience – 3 years as Human Resource Executive in Singapore and 7 years as Human Resource Manager in KL, prior to joining SBB Mutual in May 2002. In his present appointment, he is responsible for the entire human resource and administration functions of the company. Ms Jalaja B Balakrishna is the Head of Division – Legal and Compliance and the designated person for Compliance. She holds a Bachelor of Economics Degree (Hons) from the University of Malaya and qualified as a legal practitioner from the Legal Practitioners Admission Board (formerly known as the Barristers and Solicitors Admission Board) of Sydney, Australia. She is also an Associate Member of the Law Society of NSW, Australia. She heads a team which is responsible for providing a structured and integrated approach towards building a compliance culture within SBB Mutual and undertakes some legal work for the company. Prior to this, she worked in the area of compliance at the former Insurance and Superannuation Commission of Australia in Sydney. She joined SBB Mutual in August 1997. 35 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND THE INVESTMENT MANAGER What are the Investment Manager’s main functions? The Investment Manager is responsible to manage, realise, invest, reinvest or howsoever deal in accordance with the investment objectives of the Fund. The Investment Manager shall have discretionary authority over the investments of the Fund subject to the Guidelines, the SCA and the internal policies and procedures. The Investment Manager reports to the Investment Committee of the Fund on a regular basis on the status of the portfolio, proposed investment strategy and other matters relating to the portfolio of the Fund. Who is the Investment Manager? SBB Mutual has appointed SBB Asset Management Sdn Bhd as the Investment Manager for the Fund with the approval of the Trustee. SBBAM manages a fund size of RM6.27 billion comprising RM4.78 billion in equities, RM0.79 billion in fixed income securities and RM0.70 billion in cash as at 29 February 2004. BACKGROUND OF SBB ASSET MANAGEMENT SDN BHD (SBBAM) SBB Asset Management Sdn Bhd (SBBAM) began operations in January 1992, and is a member of Southern Bank Berhad Group. On 1 July 2003, SBBAM merged its business with BAM (BHLB Asset Management Sdn Bhd) and following this, SBBAM is now the Investment Manager for all funds managed and administered by SBB Mutual. As at 5 January 2004, the staff strength stood at 40 with 33 executives and 7 non-executives. Who are the people behind SBBAM? BOARD OF DIRECTORS OF SBBAM Dato' Yeap Leong Huat was a Director of BHL Bank Berhad from September 1980 until it merged with Southern Bank Berhad. He is currently a Director of Southern Bank Berhad since his appointment on the 18th of October 2000. He is also a Director of several private limited companies having activities in education, property development and investments. His other directorship include Island & Peninsular Berhad, a public listed company. He has been a Director of SBB Mutual Berhad since the 3rd of June 1992 and was appointed as Director of SBB Asset Management Sdn Bhd with effect from the 17th of November 2003. Dato’ Michael Yeoh Oon Kheng is the Chief Executive Officer and Director of Asian Strategy and Leadership Institute (ASLI), a non-profit Research Institute focused on developing international relations, strategic thinking, leadership and knowledge management. He has been actively involved in research, consultation and advisory work for various organisations for the past 20 years. He is currently the VicePresident of Institute of Management Consultants and Malaysian Institute of Directors and SecretaryGeneral, Malaysia-China Business Council, National Economic Consultative Council, International Affairs Committee of Malaysian International Chamber of Commerce & Industry, National Economic Action Council’s Working Group on Globalization and Ministry of International Trade and Industry’s Expert Group on WTO issues and Royal Commission on the Police Force. Encik Nordin bin Yahaya, aged 51, was appointed to the Board on 2 August 1991. He graduated from University of Malaya in 1975 with a Bachelor of Economics (Honours) in Applied Economics. He later obtained a Masters degree in Business Administration (MBA) from Tulane University, New Orleans, USA in 1983. Prior to joining Southern Bank in 1991, he was with the Malaysian Administrative & Diplomatic Service for 16 years. During the period, he was posted to the Economic Planning Unit of the Prime Minister’s Department from 1975 to 1981, the Implementation & Coordination Unit (ICU) of the Prime Minister’s Department from 1983 to 1985 and the Ministry of Finance from 1985 to 1991. Currently he is the Executive Vice President and Head of the Islamic Banking Group in Southern Bank. 36 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND KEY MANAGEMENT STAFF OF SBBAM Ms Pearl Wong1, is the Chief Executive Officer and founder of SBBAM. She has more than 25 years of experience in fund management and is the principal officer responsible for setting up and the daily running of SBBAM. Pearl started her career as an auditor with Kassim Chan. In 1977, she joined Bumiputra Merchant Bankers as a fund manager and Rashid Hussain Asset Management as the General Manager of Investment in 1989. In 1990, she joined the Southern Bank Group to set up SBBAM. Throughout her career as a fund manager, Pearl has handled institutional money consisting of pension funds, unit trust funds, charitable foundations and statutory funds. Pearl is a graduate in Economics from the University of Nottingham, England. Mr Arnold Lim Boon Lay is the Chief Investment Officer. He is a Chartered Financial Analyst and holds a Master of Business Administration from the University of California at Berkeley. After five years at Citibank NA Kuala Lumpur, Mr Lim moved to the investment industry. His experience includes managing venture capital investments, unit trust funds and other institutional funds. During Mr Lim's tenure as General Manager of HLG Asset Management, its discretionary funds were ranked No 1 (94-98) on Information Ratio by Watson Wyatt. Mr Lim was also previously Head of Research of ING Barings Malaysia. AsiaMoney ranked him as 2nd best strategist in 2001. Until most recently, Mr Lim was the Chief Investment Officer of Pacific Mutual Fund. Ms Tan Choh Bee is Vice President, Compliance. She has been with SBBAM since 1991 and currently heads the Compliance Department. Prior to joining SBBAM, she was with PFA Corporate Services as a Company Secretary. She is an associate member of the Institute of Chartered Secretaries and Administrators (ICSA) of England. Mr Lau Yew Sun is the Vice President, Finance & Administration. Prior to joining the company, he was a Supervisory Audit Senior with KPMG Peat Marwick. He has been with BAM since February 1995 and continued his service with SBBAM after the merger. He currently heads the Finance and Administration Department in SBBAM. He is a graduate in Accounting from the Universiti Utara Malaysia. He is also a registered Chartered Accountant with the Malaysian Institute of Accountants (MIA) and a registered member of the Malaysian Institute of Certified Public Accountants (MICPA). DESIGNATED FUND MANAGER FOR THE FUND Mr Arnold B L Lim, as aforementioned. DESIGNATED FUTURES FUND MANAGER FOR THE FUND Encik Laif Ahmad Fisal is Assistant Vice President, Investment. Prior to joining SBBAM, he was an analyst with the Malaysian Derivatives Clearing House and a Company Dealer in a stockbroking firm. He graduated with a Masters degree in Finance from Strathclyde University, Scotland, a Masters degree in Financial Engineering & Quantitative Analysis from Reading University, England and a Bachelor’s degree in Actuarial Science from City University, England. He is also a Chartered Financial Analyst (CFA) charterholder. He is the designated fund manager for SBB Bond Fund, SBB Composite Index Fund and SBB Index Linked Fund and has been a licensed fund manager since 2003. 1 Pearlie Chan Siew Cheng 37 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND Investment Management Agreement The Agreement sets out the terms and conditions upon which SBBAM is appointed and agrees to act as the investment manager for the Manager, SBB Mutual in respect of the Fund. SBBAM may, at its complete discretion manage, realise, invest, reinvest or deal with each part of the portfolio subject to the investment powers and restrictions set out in the Prospectus, supplements and other documents in relation to the Fund. The remuneration is either on a flat fee basis or sliding scale based on the net asset value of the Fund and varies depending on the type of fund. SBBAM will at all times act bona fide and in the best interests and for the benefit of the portfolio and all investment transactions effected pursuant to or in connection with this Agreement will be effected in accordance with the objectives of the Fund, the provisions of the Deed, relevant Prospectuses and will be subject to the rules and customs of the exchange, market and/or any clearing house through which the transactions are executed or settled and to all applicable law so that: • • • If there is any conflict between the provisions of this Agreement and any such rules, or applicable law, the latter will prevail subject to prior notification thereof to the Manager; SBBAM may take or omit to take any action they consider fit in order to ensure compliance with any such rules, and applicable law; and such rules, and applicable law and all such actions so taken and such omissions will be binding on the Manager. The Manager shall advise SBBAM in writing of any investment restrictions, changes or modifications as imposed by the SC or any other authority from time to time which shall affect the investments of the portfolio and if the Manager deems any investments made for the portfolio to be in violation of such restrictions, changes or modifications, the Manager shall inform SBBAM in writing and SBBAM shall take the necessary action to be in compliance within a reasonable time. SBBAM will comply with all specific procedures and implement such controls within a reasonable time frame as may be requested by the Manager on condition that these requirements are statutorily imposed or required by the regulators and/or the Trustee as the minimum internal controls for the industry. Either the Manager or the Investment Manager shall be entitled to terminate this Agreement by serving a notice in writing of at least three (3) months or such shorter period as may be agreed to between the parties and this shall commence upon actual receipt of the written notice. The Agreement shall terminate upon the occurrence of any of the following events: • SBB Mutual ceases to be approved by SC as a management company; • SBBAM ceases to be approved/licensed by SC as an investment manager; • either party ceases to carry on business; • SBB Mutual or SBBAM is declared insolvent or consents to the appointment of a trustee, custodian or intervener or receiver for it or for a substantial part of its property or any such trustee, custodian, intervener or receiver is appointed, or bankruptcy, dissolution, reorganisation, intervention, arrangement or liquidation proceedings (or proceedings similar in purpose or effect) are instituted by or against SBB Mutual or SBBAM provided that the winding-up, liquidation or cessation of business of SBB Mutual under any circumstances whatsoever shall not terminate this Agreement until actual notice of such winding-up, liquidation or cessation of business has been received by SBBAM; and • at any time any act, condition, thing, approvals, licences or consents required to be done, performed , fulfilled or obtained in order to enable either party hereto lawfully to enter into, exercise its rights under and perform the obligations expressed to be assumed by it under this Agreement is not done, renewed, obtained or granted. 38 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND THE INVESTMENT COMMITTEE What are the Investment Committee’s role and main functions? The role of the Investment Committee is to ensure that the investment management of the Fund is consistent with the objectives set out for the Fund, the Deed, the Guidelines, the SCA and other relevant securities laws, any internal investment restrictions and policies, and acceptable and efficacious investment management policies within the unit trust industry. The Investment Committee will oversee and draw up broad policies for fund management activities for the Fund. The Investment Committee meets regularly at least once a month to review the performance of the portfolio of the Fund and oversees the Investment Manager in ensuring that they comply with the investment guidelines of the Fund under management. The performance of the Fund will also be reviewed against the appropriate adopted benchmarks. Who are the members of the Investment Committee? Professor Dr Sieh Lee Mei Ling, Ph.D., M.A (Sheffield), B. Soc. Sc. (Econs Hons) (Singapore) (independent member). She is the Chairperson of the Investment Committee and is the Professor of Business Administration, University of Malaya. She has extensive research experience and has numerous publications. She has been a consultant to government and inter-government agencies, professional bodies, industries, multinational and Malaysian corporations. Her advisory and honorary positions include those with the Palm Oil Research Institute of Malaysia, the Master Builders Association of Malaysia, the Board of Employees Provident Fund and the National Accreditation Board. She was appointed as independent investment committee member of SRF from the date of launch of the Fund. Professor Dr Mahani Zainal Abidin, Ph.D (independent member) is a Professor in the Department of Applied Economics, Faculty of Economics & Administration, University of Malaya. She holds a PhD in Development Economics from the University of London, England. She has served as a lecturer in the University of Malaya since 1979 and has extensive knowledge in the areas of industrial development and policy, international trade and regional groupings and economic structural transformation. She has published her work and has conducted research work for international agencies such as the Asian Development Bank, UNCTAD and the Economic Commission for Latin America and the Caribbean. Professor Dr. Mahani is a member of the Working Committee of the National Economic Action Council, Associate Research Fellow of the Malaysian Institute of Economic Research (MIER) and Program Associate of the American Committee on Asian Economic Studies. She was a Board Member of the EPF from 1998 – 2001. In April 2001, Professor Dr Mahani was appointed as Head, Special Consultancy Team on Globalisation at the NEAC. She was appointed as independent investment committee member of SRF from the date of launch of the Fund. Tan Sri Dato’ (Dr) R.V. Navaratnam, (independent member) as aforementioned on page 33 Tan Sri Dato’ (Dr) R.V. Navaratnam was appointed as an independent member of the Investment Committee for SRF from the date of launch of the Fund. 39 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND Tan Sri Osman S. Cassim, was appointed Chairman of SBB in October 1990. He has extensive experience in the public sector having served as a member of the Malaysian Administrative and Diplomatic Service for 30 years. Among the posts he held during this tenure were Secretary-General in the Ministry of Labour, the Ministry of Information and Ministry of Home Affairs. Tan Sri Osman was also Director-General of the Public Services Department Malaysia from 1980 up to his retirement in 1985. In 1985, he was appointed National Executive for Malaysia and Brunei of the General Electric Technical Services Co Inc. (USA) and subsequently as National Advisor to the General Electric International (USA) in 1988 until 1993. In 1987, he was appointed as a Member of the Advisory Panel established under Section 31A (2) of the Central Bank Malaysia Ordinance 1985. He is a member of the Court of Fellows of the Malaysian Institute of Management and is currently its Vice-President. Tan Sri Osman was educated at Anderson School, Ipoh and later graduated with a Bachelor of Arts (Honours) from University of Malaya in Singapore. In 1970 and 1984, he attended the Advanced Management Programmes conducted respectively by the New Zealand Administrative Staff College, Wellington and the Harvard Business School in Boston. Tan Sri Osman was appointed as a non- independent member of the Investment Committee for SRF from the date of launch of the Fund. YM Raja Puan Sri Dato’ Noora Ashikin Bte Raja Abdullah, as aforementioned on page 34 YM Raja Puan Sri Dato’ Noora Ashikin Bte Raja Abdullah was appointed as a member of the Investment Committee for SRF from the date of launch of the Fund. Dato’ Dr Yahya Bin Ismail, as aforementioned on page 33 Dato’ Dr Yahya was appointed as a member of the Investment Committee for SRF from the date of launch of the Fund. Managing Conflicts of Interest To the best knowledge of the Manager, transactions undertaken by or on behalf of the Fund are done in the interests of the Unitholders. The Manager, the Investment Manager, their employees, directors or affiliates and members of the Investment Committee (“the Relevant Persons”) will not deal with the Fund as beneficial owner on the sale or purchase of investments to or from the Fund. Where a conflict of interest arises due to the Relevant Persons holding substantial shareholdings or directorships of public listed companies, and any of the Fund invests in shares or stocks belonging to that public listed company, the said Relevant Persons shall abstain from any decision making relating to that particular share or stock. The Manager also has its own internal policies and procedures to address this kind of conflict of interest with respect to its officers and this would also cover the fund managers. Substantial shareholding according to Section 69D sub-section (1) to (3) of the Companies Act, 1965 means an interest of not less than 5 percent in the voting shares of a company. Any 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 arm’s length transactions between independent parties. 40 10. THE TRUSTEE Who is the Trustee? Amanah Raya Berhad What are the Trustee’s main Duties & Responsibilities? Subject to the Deed and the SC Requirements, the Trustee's duty is to act as custodian of the Fund and to safeguard the interests of the Unitholders. The Trustee must ensure that the Fund are managed and administered in accordance with the Deed, SCA, Guidelines, securities laws and acceptable and efficacious business practices within the unit trust industry. The Trustee shall keep or cause to be kept proper books of account in relation to the investment and properties of the Fund and ensure that proper records are kept for all transactions, dividends, interest and income received and distributed in respect of the Fund. The Trustee must also ensure that the accounts of the Fund are audited by the approved Auditor annually and that the Unitholders receive the accounts within the prescribed period. Retirement, Removal or Replacement of the Trustee A Trustee must retire as Trustee of the Fund when required to retire by law. A Trustee must retire as trustee of the Fund when requested to do so by the Manager and on condition that at least 6 months written notice is given to such Trustee or any shorter notice which such Trustee accepts. The Trustee may also retire by giving the requisite notice to the Manager or any shorter notice the Manager accepts. The Manager has a duty to replace a trustee upon the happening of any of the events stipulated in section 108 of the SCA. The Trustee must also retire if a special resolution to that effect has been passed by the Unitholders. A special resolution means a resolution passed at a meeting of Unitholders duly convened in accordance with the Deed and carried by a majority of not less than seventy five per cent (75%) of the votes cast. A Trustee may also be replaced in the circumstances set out in section 11.6 of the Deed. A Trustee must retire if and when requested to do so by the Manager upon the happening of any of the events set out in the Deed. Powers of the Trustee to Remove, Retire or Replace the Manager The Manager must retire as manager of the Fund when required to retire by law. The Manager may also retire by giving the requisite notice period to the Trustee or any shorter notice the Trustee accepts. On the retirement of the Manager, the Manager may appoint in writing another corporation to be the manager of the Fund, subject to the approval of the Trustee and any approval required by the SC. If the Manager does not propose a replacement at least thirty (30) days before the Manager proposes to retire or the Trustee does not approve of the replacement proposed by the Manager, the Trustee may appoint a new manager as of the date of the proposed retirement. The appointment will be only be complete if the new manager executes a deed by which it covenants to be bound by the deed and its appointment as manager of the fund has been approved by the SC. Pending the appointment of the new manager, the Trustee, subject to any approval required by law, may act as manager of the fund but is not obliged to repurchase units in accordance with the deed. For the period during which the Trustee acts a manager of the Fund, it may not issue or offer to the public for subscription or purchase or invite the public to subscribe for or purchase any units. The issue of units must cease as soon as reasonably practicable upon the commencement of the period during which the Trustee commences to act as manager. 41 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND Winding up of the Fund Where the Manager is in liquidation or has, in the opinion of the Trustee, to the prejudice of the Unitholders failed to comply with any provision or covenant of the Deed or contravened any of the provisions of the SCA, the Trustee shall convene Unitholders meeting. If a resolution is passed by a majority in number representing at least three fourths of the value of units held by Unitholders voting at the said meeting that the Fund be wound up, the Trustee shall apply to the Court for an order confirming the resolution. Trustee’s Willingness to Act and Statement of Responsibility The Trustee is willing to assume the position of Trustee for the Fund it is acting for and is responsible for all obligations and duties as stipulated in the Deed and applicable laws. Trustee’s Indemnification Each Trustee is entitled to be indemnified out of the assets of the Fund it is acting for, 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 available at law, but does not extend to liabilities arising from a breach of the trust or for failing to show the degree of care and diligence required of a trustee having regard to its powers, authorities and discretion under the Deed or SC Requirements. 42 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND BACKGROUND OF AMANAH RAYA BERHAD (ARB) Amanah Raya Berhad (ARB), previously known as the Public Trustee Department (a Government Department within the Ministry of Law) was corporatized under the Companies Act 1965 pursuant to Section 3 of the Public Trust Corporation Act 1995. ARB was incorporated on 29 May 1995 and commenced its operations on 1 August 1995 with its Registered Office at 10th Floor, Wisma Amanah Raya Berhad, No 15, Jalan Sri Semantan 1, Off Jalan Semantan, 50508 Kuala Lumpur. ARB has an authorised share capital of RM10 million and a paid-up share capital of RM6,000,002. It has 38 years of experience as trustee in the industry and employs 363 staff (100 Executives and 263 Non-Executives) as at 05 January 2004. ARB has fifty seven (57) unit trust schemes under its trusteeship as at 05 January 2004. Financial Performance The following is a summary of the past performance of ARB based on audited accounts for financial years ended: Audited 31.07.2001 (RM) Audited 31.07.2002 (RM) Unaudited 31.12.2003 (RM) 6,000 6,000 6,000 47,156 46,808 27,813 10,005 7,284 29,109 1,836 1,322 1.21 0.10 0.22 0.10 Paid-Up Capital (RM’000) Shareholders’ Funds 40,471 (RM’000) Turnover (RM’000) 24,784 Pretax Profit (RM’000) 10,649 Profit After Taxation 7,344 (RM’000) Net Earning Per Share 1.22 Net Dividend Per Share 0.10 Note: There is no audited financial statement of ARB as at financial year-end to 31 December 2003. 31 July 2003 as the Company has changed its The Trustee is not engaged in any material litigation and arbitration, either as plaintiff or defendant, and the Trustee is not aware of any proceedings, pending or threatened or any facts likely to give rise to any proceedings which might materially and adversely affect its financial position or business. Board of Directors Yg. Bhg. Dato’ Haji Dusuki bin Haji Ahmad - Chairman Encik Izham Bin Yusoff - Managing Director Encik Mohamed Bazain bin Haji Idris - Director Tuan Haji Ab. Gani bin Haron – Director Yg. Bhg. Datin Aminah Binti Pit Abd Raman - Director Tuan Haji Ahmad Kamal Bin Abdullah Al –Yafii – Director Yg. Bhg. Dato’ Wan Ahmad Farid bin Wan Salleh – Director Tuan Haji Yaacob bin Hussin - Director 43 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND Profile of Key Management Staff Encik Izham bin Yusoff - Managing Director Encik Izham Yusoff graduated from University of Miami, Coral Gables, Florida, USA with an MBA and holds a BBA Accounting [specializing in Accounting and International Business] from the same University. He has wide experience in the field of Accounting and Financial Management from various multinational companies such as EON Bhd, Maxis Berhad, Citibank Berhad Malaysia and Procter & Gamble (S) Ltd., Singapore. Presently, he is responsible for the overall management of Amanah Raya Berhad. Hajjah Habsah binti Bakar - General Manager, Operations Hajjah Habsah binti Bakar graduated from University of Malaya with a Degree in Law and holds a postgraduate Diploma in Syariah Law and Practice from International Islamic University. She has vast experience in legal administration since joining the Judicial and Legal service in 1985. Presently she is responsible for the overall running of the Corporate Trust Department, Legal Department and Branch Operations. Encik Sudirman bin Masduki - General Manager, Corporate Services Encik Sudirman bin Masduki holds a Master in Business Administration (MBA) from Universiti Kebangsaan Malaysia and is a Fellow of The Association of Chartered Certified Accountants United Kingdom. He has vast experience in the fields of finance and accounting from his service in Jabatan Akauntan Negara Malaysia. Presently he is responsible for the overall running of the Finance and Accounts Department, Information Technology Department, Investment Department and Human Resources and Administration Department. Encik Rafie bin Omar - General Manager, Sales and Marketing Encik Rafie bin Omar has a Diploma in Law from MARA Institute of Technologies (UiTM) Shah Alam and a LLB Degree from the University of Melbourne, Australia. He was admitted as an Advocate & Solicitor of the High Court of Malaya in March 1989. From private law practice, he served Malaysian Resources Corporation Berhad (MRCB) for about six years since 1994, as legal advisor in its Business Development and Corporate Affairs division. He represented MRCB as one of the directors of KL Sentral Sdn. Bhd. In March 2000 he joined the legal team of Pengurusan Danaharta Nasional Berhad, specializing in property matters. Encik Rafie joined Amanah Raya Berhad in September 2001 and is responsible for overall running of the Marketing and Corporate Communications Department, Product Development Department and Sales Department. Encik Mohd Ishak bin Sulaiman - Manager, Finance and Accounts Department Encik Mohd Ishak bin Sulaiman holds a Degree in Accounting from Universiti Kebangsaan Malaysia (UKM) and a member of Malaysian Institute of Accountant (MIA). He has been with Amanah Raya Berhad since September 1995. He has gained extensive experience in the fields of finance and accounting when he was attached to Jabatan Akauntan Negara. Encik Mohd Ridzuan bin Taib - Manager, IT Department Encik Mohd Ridzuan bin Taib holds a Degree in Computer Science from Universiti Teknologi Malaysia (UTM) and a Masters Degree in Business Administration from University of HULL, United Kingdom. He joined Amanah Raya Berhad in December 1990 and assumed the present position since August 1995. 44 9. THE MANAGEMENT AND ADMINISTRATION OF THE FUND Puan Wan Numzila binti Wan Junuh - Manager, Legal Department Puan Wan Numzila binti Wan Junuh graduated from the International Islamic University, Kuala Lumpur with a Degree in Law (LLB). She read in Chambers at Messrs. K. Balaguru and was admitted to the Bar in May 1997. She practiced for one month before joining Amanah Raya Berhad in July 1997 and also served as the Company Secretary until July 2000 when she assumed her present position. Encik Zainudin bin Suhaimi - Manager, Corporate Trust Department Encik Zainudin bin Suhaimi holds a Degree in Business Administration (Finance) from Universiti Putra Malaysia and a Diploma in Business Studies from Universiti Teknologi MARA (UiTM) and joined Amanah Raya Berhad since 1992. He is in charge of the operations of the Corporate Trust Department. Puan Nurul Hayati binti Zawawi - Senior Executive Puan Nurul Hayati binti Zawawi holds a Degree in Law from Universiti Teknologi MARA (UiTM) and joined Amanah Raya Berhad since 1992. Prior to joining Amanah Raya Berhad, she was a Registrar at the Sessions Court, Perlis. She is attached to the Corporate Trust Department and responsible in overseeing compliance matters of Unit Trust Funds. Encik Zainul Abidin Bin Haji Ahmad - Company Secretary Encik Zainul Abidin Hj. Ahmad is the Company Secretary. He has more than 10 years’ working experience in legal and secretarial matters. He began his career in 1990 as a Legal Assistant with Messrs Kam Woon Wah & Company. In February 2002, he joined ARB where he oversees the secretarial matters of the Group. 45 11. TAXATION OF THE FUND PricewaterhouseCoopers Taxation Services Sdn Bhd Reg. No. 464731-M 11th Floor Wisma Sime Darby Jalan Raja Laut P O Box 10192 50706 Kuala Lumpur, Malaysia Telephone +60 3 2693 1077 Facsimile +60 3 2693 0997 The Board of Directors SBB Mutual Berhad 50, 52 & 54 Jalan SS21/39 Damansara Utama 47400 Petaling Jaya Selangor Darul Ehsan 12 April 2004 Dear Sirs, TAXATION OF THE SBB SECTOR ROTATION FUND AND UNITHOLDERS This letter has been prepared for inclusion in the Prospectus to be dated 12 April 2004 in connection with the offer of units in the SBB Sector Rotation Fund (“the Fund”). The taxation of income for both the Fund and the Unitholders are subject to the provisions of the Malaysian Income Tax Act 1967 (“the Act”). The applicable provisions are contained in Section 61 of the Act, which deals specifically with the taxation of Trust bodies in Malaysia. TAXATION OF THE FUND The Fund will be regarded as resident for Malaysian tax purposes since the Trustee of the Fund is resident in Malaysia. The income of the Fund consisting of dividends, interest (other than interest which are exempt from tax) and other investment income derived from or accruing in Malaysia, after deducting tax allowable expenses, is liable to Malaysian income tax at the rate of 28 per cent. Gains on disposal of investments by the Fund will not be subject to income tax. Tax Credit Dividends received by the Fund would have suffered tax deduction at source at 28 per cent, unless specific exemptions apply e.g. pioneer dividends. No additional tax will be payable by the Fund on the dividends. However, such tax or part thereof will be refundable to the Fund if the total tax so deducted at source exceeds the tax liability of the Fund. 46 11. TAXATION OF THE FUND Exempt Income Income of the Fund in respect of dividends received from overseas investment is exempt from Malaysian tax by virtue of Income Tax (Exemption)(No. 48) Order 1997 and distributions from such income will be tax exempt in the hands of the Unitholders. The Fund may receive Malaysian dividends which are tax exempt. The exempt dividends may be received from investments in companies which had previously enjoyed or are currently enjoying the various tax incentives provided under the law. The Fund will not be taxable on such exempt income. Interest income derived from the following investments are exempt from tax: (a) securities or bonds issued or guaranteed by the Government; (b) debentures, other than convertible loan stocks, approved by the Securities Commission; (c) Bon Simpanan Malaysia issued by Bank Negara Malaysia; (d) bonds, other than convertible loan stocks, paid or credited by any company listed in Malaysia Exchange of Securities Dealing and Automated Quotation Berhad; and (e) interest paid or credited by any bank or financial institution licensed under the Banking and Financial Institutions Act 1989 or the Islamic Banking Act 1983. The interest income exempted from tax at the Fund’s level will also be exempted from tax upon distribution to the Unitholders. Tax Allowable Expenses Expenses wholly and exclusively incurred in the production of gross income are allowable as deductions under Section 33(1) of the Act. In addition, Section 63B of the Act provides for tax deduction in respect of managers’ remuneration, expenses on maintenance of the register of Unitholders, share registration expenses, secretarial, audit and accounting fees, telephone charges, printing and stationery costs and postages based on a formula subject to a minimum of 10 per cent and a maximum of 25 per cent of the expenses. Real Property Gains Tax Gains on disposal of investments by the Fund will not be subject to income tax but where the investments represent shares in real property companies, such gains will be subject to real property gains tax. A real property company is a controlled company which owns or acquires real property or shares in real property companies with a market value of not less than 75 per cent of its total tangible assets. A controlled company is a company which does not have more than 50 members and is controlled by not more than 5 persons. TAXATION OF UNITHOLDERS Unitholders will be taxed on an amount equivalent to their share of the total taxable income of the Fund to the extent of the distributions received from the Fund. The income distribution from the Fund will carry a tax credit in respect of the tax paid by the Fund. Unitholders will be entitled to utilise the tax credit against the tax payable on the income distribution received by them. No additional withholding tax will be imposed on the income distribution from the Fund. 47 11. TAXATION OF THE FUND Corporate Unitholders, resident and non-resident, will generally be liable to income tax at 28 per cent on distribution of income received from the Fund. The tax credits attributable to the distribution of income can be utilised against the tax liabilities of these Unitholders. Individuals and other non-corporate Unitholders who are tax resident in Malaysia will be subject to income tax at graduated rates ranging from 1 per cent to 28 per cent. Individuals and other non-corporate Unitholders who are not resident in Malaysia will be subject to income tax at 28 per cent. The tax credits attributable to the distribution of income can be utilised against the tax liabilities of these Unitholders. Non-resident Unitholders may also be subject to tax in their respective jurisdictions and depending on the provisions of the relevant tax legislation and any double tax treaty with Malaysia, the Malaysian tax suffered may be creditable in the foreign tax jurisdictions. The distribution of exempt income and gains arising from the disposal of investments by the Fund will be exempted from tax in the hands of the Unitholders. Any gains realised by Unitholders (other than dealers in securities, insurance companies or financial institutions) on the sale or redemption of the units are treated as capital gains and will not be subject to income tax. Unitholders electing to receive their income distribution by way of investment in the form of new units will be regarded as having purchased the new units out of their income distribution after tax. Unit splits issued by the Fund are not taxable in the hands of Unitholders. We hereby confirm that the statements made in this report correctly reflect our understanding of the tax position under current Malaysian tax legislation. We recommend that investors obtain independent advice on the tax issues associated with their investments in the Fund. Yours faithfully, for and on behalf of PRICEWATERHOUSECOOPERS TAXATION SERVICES SDN BHD Frances Po Executive Director PricewaterhouseCoopers Taxation Services Sdn Bhd have given their written consent to the inclusion of their report as Taxation Adviser in the form and context in which it appears in this Prospectus and have not withdrawn such consent prior to the delivery of a copy of this Prospectus for approval. 48 12. ACCOUNTANTS’ REPORT FOR THE FUND The Board of Directors SBB Mutual Berhad (formerly known as BHLB Pacific Trust Management Berhad) 50, 52 & 54, Jalan SS21/39 Damansara Utama 47400 Petaling Jaya Selangor Darul Ehsan 12 April 2004 PwC/LWK/py/1239J Dear Sirs, ACCOUNTANTS’ REPORT RELATING TO THE OFFER FOR SUBSCRIPTION OR PURCHASE OF UNITS IN SBB SECTOR ROTATION FUND 1 INTRODUCTION We, as the Auditors and Reporting Accountants of SBB Sector Rotation Fund (the ‘Fund’) have prepared this Report for inclusion in the Prospectus to be dated 12 April 2004 in connection with the public offer of units in this Fund. SBB Mutual Berhad (formerly known as BHLB Pacific Trust management Berhad) is audited and reported by Deloitte KassimChan. 2 THE FUND AND ITS OBJECTIVES The new fund, SBB Sector Rotation Fund was constituted pursuant to the execution of a Deed dated 10 March 2004 between the Manager, SBB Mutual Berhad (formerly known as BHLB Pacific Trust Management Berhad) and the Trustee, Amanah Raya Berhad. The fund’s investment objective is to seek long term capital appreciation by investing in the selected MSEB sector. Both the Manager and the Trustee are companies incorporated in Malaysia under the Companies Act, 1965. 49 12. ACCOUNTANTS’ REPORT FOR THE FUND 3 INFORMATION ON THE FUND Audited financial statements No statements of income and expenditure, and statement of assets and liabilities of the Fund are presented as the Fund has not commenced operations or issued any units to the public as at the date of this report. No income statements, balance sheets and statement of changes in equity of the management company are presented, as the company is not audited by PricewaterhouseCoopers. Yours faithfully, PRICEWATERHOUSECOOPERS (No. AF: 1146) Chartered Accountants DATO’ AHMAD JOHAN BIN MOHAMMAD RASLAN (No. 1867/09/04 (J)) Partner of the firm 50 13. ACCOUNTANTS’ REPORT FOR SBB MUTUAL BERHAD 7 April 2004 The Board of Directors SBB Mutual Berhad 50, 52 & 54 Jalan SS21/39 Damansara Utama 47400 Petaling Jaya Selangor Darul Ehsan. Dear Sirs, 1. INTRODUCTION We, as Reporting Accountants of SBB Mutual Berhad (‘the Company’ or ‘SBBMB’), have prepared this Report for inclusion in the Prospectus in connection with the offer for sale of units in SBB Sector Rotation Fund. We are also the auditors of the Company. 2. INFORMATION ON THE FUNDS CURRENTLY MANAGED BY THE COMPANY: The funds presently managed by the Company are as follows: (i) SBB Double Growth Fund (‘DGF’) (ii) SBB Emerging Companies Growth Fund (‘ECO’) (iii) SBB Savings Fund (‘SF’) (iv) SBB High Growth Fund (‘HGF’) (v) SBB Dana Al-Ihsan (‘DALI’) (vi) SBB Bond Fund (‘BOF’) (vii) SBB Index-Linked Fund (‘INF’) (viii) SBB Dana Al-Mizan (‘MIZAN’) (ix) SBB HGF Sequel Fund (‘SEQUEL’) (x) SBB Premium Capital Fund (‘PCF’) (xi) SBB Retirement Balanced Fund (‘RBF’) (xii) SBB Composite Index Fund (‘CIF’) (xiii) SBB Dana Al-Ihsan 2 (‘DALI 2’) (xiv) SBB Dana Al-Azam (‘AZAM’) (xv) SBB Dana Al-Hikmah (‘HIKMAH’) (xvi) SBB Equity Income Fund (‘EIF’) (xvii) SBB Crystal Equity Fund (‘CRS’) (xviii) SBB Value Fund (‘VAF’) All the above Funds are governed under the provisions of the Fifth Supplemental Deed (to the Master Deed dated 23 November 2001) as may be amended from time to time. 51 13. ACCOUNTANTS’ REPORT FOR SBB MUTUAL BERHAD 3. INFORMATION ON THE MANAGEMENT COMPANY The Company was incorporated on 17 December 1990. The principal activities of the Company consist of the establishment, management and distribution of unit trust funds. (a) Audited financial statements The financial statements of the Company for the financial years ended 31 December 1999 and 31 December 2000 were audited and reported on by another firm of auditors without any qualification. The financial statements of the Company for the financial years ended 31 December 2001, 31 December 2002 and 31 December 2003 were audited and reported on by us without any qualification. (b) Condensed income statements The condensed financial results of the Company based on audited financial statements for the past five financial years ended 31 December 2003 are as follows: Note Revenue Cost of sales Operating profit Other operating income (c) 2003 RM’000 2002 RM’000 31 December 2001 RM’000 1,300,879 641,892 600,048 (1,204,649) (580,130) (548,124) 2000 RM’000 1999 RM’000 1,088,622 (1,006,272) 558,936 (514,817) 96,230 61,762 51,924 82,350 44,119 2,067 1,596 948 516 587 98,297 (51,524) 63,358 (29,598) 52,872 (30,157) 82,866 (49,696) 44,706 (24,014) (21,799) (17,225) (13,994) (12,117) (9,341) (4,973) - (3,923) - (3,342) (30) (2,609) (897) (2,349) - Profit before tax Income tax expense 20,001 (6,068) 12,612 (3,358) 5,349 (2,471) 17,547 (5,567) 9,002 - Profit after tax 13,933 9,254 2,878 11,980 9,002 Selling expenses Administrative expenses Other operating expenses Finance costs 52 13. ACCOUNTANTS’ REPORT FOR SBB MUTUAL BERHAD (c) Condensed balance sheets The condensed balance sheets of the Company based on audited financial statements for the past five financial years ended 31 December 2003 are as follows: Property, plant and equipment Deferred asset Current Assets Manager’s stocks Trade receivables Staff loans Other receivables and prepaid expenses Amount due from holding company Amount due from related companies Short-term deposits with: Other licensed corporations Licensed banks Cash and bank balances Current Liabilities Trade payables Other payables and accrued expenses Provision for KWSP fees Amount due to ultimate holding company Amount due to related companies Tax liabilities 31 December 2003 2002 2001 2000 Note RM’000 RM’000 RM’000 RM’000 (d) 16,616 16,151 15,774 11,166 (e) 5,190 - (f) (g) (h) 2,831 51,892 4,419 1,196 11,749 3,496 721 21,563 3,049 2,495 48,259 2,873 882 40,493 2,101 (g) (i) (i) 1,582 - 1,681 - 1,349 - 1,129 30 - 180 6 62,426 5,180 1,584 30,117 8,586 4,416 15,525 7,527 2,510 12,000 13,290 6,510 129,914 61,241 52,244 80,076 50,172 (j) 38,797 9,618 - 17,728 14,076 (j) (k) 39,061 4,833 11,802 4,054 10,586 2,902 11,068 2,110 3,037 1,174 (i) (i) 5,661 3,539 1,681 38 3,149 628 89 2,802 5,962 43 2,409 5,151 2,037 382 93,572 29,289 22,341 38,509 20,706 36,342 31,952 29,903 41,567 29,466 1,217 1,105 1,453 587 447 56,931 46,998 44,224 52,146 40,166 10,000 46,931 10,000 36,998 10,000 34,224 2,000 50,146 2,000 38,166 56,931 46,998 44,224 52,146 40,166 Net Current Assets Deferred Liabilities Deferred tax liabilities (l) Net Assets Represented by: Issued capital Unappropriated profit Shareholders’ Equity 1999 RM’000 11,147 - (m) (n) 53 13. ACCOUNTANTS’ REPORT FOR SBB MUTUAL BERHAD Statements of changes in equity Note Issued Capital RM’000 Unappropriated Profit RM’000 Total RM’000 Balance as at 31 December 1998 Net profit for the year Dividends 2,000 - 30,164 9,002 (1,000) 32,164 9,002 (1,000) Balance as at 31 December 1999 Net profit for the year 2,000 - 38,166 11,980 40,166 11,980 Balance as at 31 December 2000 Net profit for the year Dividends Issue of shares: Bonus issue 2,000 - 50,146 2,878 (10,800) 52,146 2,878 (10,800) 8,000 (8,000) Balance as at 31 December 2001 Net profit for the year Dividends 10,000 - 34,224 9,254 (6,480) 44,224 9,254 (6,480) Balance as at 31 December 2002 Net profit for the year Dividends 10,000 - 36,998 13,933 (4,000) 46,998 13,933 (4,000) 10,000 46,931 56,931 Balance as at 31 December 2003 (o) 54 - 13. ACCOUNTANTS’ REPORT FOR SBB MUTUAL BERHAD 4. NOTES TO THE CONDENSED BALANCE SHEET AS AT 31 DECEMBER 2003 (a) GENERAL INFORMATION The principal activities of the Company consist of the establishment, management and distribution of unit trust funds as mentioned in Item 2. There have been no significant changes in the nature of the activities of the Company during the financial year. The total number of employees of the Company at the end of the financial period was 213 (2002: 185). The registered office of the Company is located at 18th Floor, MUI Plaza, Jalan P. Ramlee, 50250 Kuala Lumpur. The principal place of business of the Company is located at 50, 52 & 54, Jalan SS 21/39 Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan. (b) SIGNIFICANT ACCOUNTING POLICIES (i) Basis of Accounting The financial statements of the Company have been prepared under the historical cost convention. (ii) Revenue Sales value of units is recognised upon the approval of a unitholder’s application. Management fee income is recognised on the accrual basis. During the current financial year, the Company discontinued the recognition from cancellation of units sold as revenue and the related cost of units as cost of units sold. The accounting change however has no effect on the profit after tax for the current and prior financial years. (iii) Other Operating Income Interest income from short-term deposits is recognised on the accrual basis. Distribution income from the funds is recognised when the right to receive payment is established. (iv) Income Tax In previous financial years, the tax effects of transactions are recognised, using the “liability” method, in the year such transactions enter into the determination of net income, regardless of when they are recognised for tax purposes. However, where timing differences would give rise to a net deferred tax asset, the tax effects are generally recognised on actual realisation. During the current financial year, the Company changed its accounting policy for the recognition of deferred tax asset and liability in accordance with MASB Standard No. 25, Income Taxes which became effective for accounting periods commencing on or after July 1, 2002. 55 13. ACCOUNTANTS’ REPORT FOR SBB MUTUAL BERHAD Under MASB 25, deferred tax is accounted for using the “balance sheet liability” method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and their corresponding tax bases used in the computation of taxable profit. Upon adoption of MASB 25, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets arising from deductible temporary differences, unused tax losses and unused tax credits are recognised to the extent that it is probable that future taxable profit will be available to utilise the deferred tax assets. The effect of the accounting change on the financial statements of the Company for the current financial year is however, not material. (v) Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. A gain or loss arising from the disposal of an asset is determined as the difference between the estimated net disposal proceeds and the carrying amount of the asset, and is recognised in the income statement. The carrying amounts of property, plant and equipment are reviewed at each balance sheet date to determine whether there is any indication of impairment. An impairment loss is recognised whenever the carrying amount of an item of property, plant and equipment exceeds its recoverable amount. The impairment loss is charged to the income statement unless it reverses a previous revaluation in which case it is treated as a revaluation decrease. Property, plant and equipment are depreciated on a straight line method to their residual values at rates based on the estimated useful lives of the various assets. The annual depreciation rates are as follows: Building Office equipment Furniture, fittings and office renovation Motor vehicles 2% 10% - 20% 7.5% 20% (vi) Deferred Asset Deferred asset is in respect of capitalised development expenditure and is amortised on a straight line basis so as to reflect the pattern in which the related economic benefits are recognised over a period of five years. (vii) Manager’s stocks Manager’s stocks represent units held for re-sale in the funds managed by the Company. Manager’s stocks are valued at the lower of cost and net realisable value on an aggregate basis. Cost is determined on the weighted average method. 56 13. ACCOUNTANTS’ REPORT FOR SBB MUTUAL BERHAD (viii) Receivables Trade and other receivables are stated at nominal value as reduced by the appropriate allowances for estimated irrecoverable amounts. Allowance for doubtful debts is made based on estimates of possible losses which may arise from non-collection of certain receivable accounts. (ix) Provisions Provisions are made when the Company has a present legal or constructive obligation as a result of past events, when it is probable that an outflow of resources will be recognised to settle the obligation, and when a reliable estimate of the amount can be made. (c) REVENUE Revenue represents sales value of units and management fee income in accordance with the provisions of the Master Deed for the unit trust funds managed by the Company. (d) PROPERTY, PLANT AND EQUIPMENT As at 31 December 2003 Building RM’000 Furniture, fittings Office and office equipment renovation RM’000 RM’000 Motor vehicles RM’000 1,692 Total RM’000 Cost Accumulated depreciation 8,512 11,616 5,933 27,753 (1,179) (6,741) (2,432) (785) (11,137) Net book value 7,333 4,875 3,501 907 16,616 (e) DEFERRED ASSET 2003 RM’000 At beginning of year Additions Amortisation 5,662 (472) At end of year 5,190 (f) MANAGER’S STOCKS 2003 RM’000 Cost 2,831 Market value 2,838 57 13. ACCOUNTANTS’ REPORT FOR SBB MUTUAL BERHAD (g) TRADE RECEIVABLES, OTHER RECEIVABLES AND PREPAID EXPENSES Trade receivables consist of: 2003 RM’000 Cancellation of units due from funds Annual management fees due from funds Amount receivable for sales of third party unit trust fund Amount receivable for sales via KWSP scheme Amount due from unitholders 25,927 3,634 653 19,890 1,788 51,892 Other receivables and prepaid expenses consist of: 2003 RM’000 Other receivables Refundable deposits Prepaid expenses 1,011 313 258 1,582 Other receivables comprise mainly downpayment and instalment for purchase of property, plant and equipment. (h) STAFF LOANS These relate to study, computer, motor vehicle and housing loans granted to employees of the Company. Interest rates charged range from 2% to 5% and the staff loans are repayable over periods ranging from 1 to 20 years. These loans are, where applicable, secured over the assets for which the loans are granted. (i) HOLDING COMPANY AND RELATED PARTY TRANSACTIONS The Company is a wholly-owned subsidiary of BHL Venture Berhad, a company incorporated in Malaysia. The directors regard Southern Bank Berhad, a company incorporated in Malaysia and listed on the Main Board of Kuala Lumpur Stock Exchange, as the ultimate holding company. The amount owing to ultimate holding company arose mainly from expenses paid on behalf of the Company. The amount is unsecured, interest-free with no fixed terms of repayment. The amount owing to related companies arose mainly from investment advisory services and sales commissions charged on sales of unit trusts sold on behalf of the Company at agreed terms and prices. The outstanding amount is unsecured, interest-free with no fixed terms of repayment. 2003 RM’000 Amount due to related company: SBB Asset Management Sdn Bhd 3,539 58 13. ACCOUNTANTS’ REPORT FOR SBB MUTUAL BERHAD During the financial year, significant related party transactions are as follows: 2003 RM’000 Ultimate holding company Southern Bank Berhad Nature Sales Commissions Related companies SBB Asset Management Sdn Bhd BHLB Asset Management Sdn Bhd SBB Securities Sdn Bhd Nature Investment advisory services Investment advisory services Sales Commissions 725 8,386 6,266 7 The directors of the Company are of the opinion that the above transactions have been entered into in the normal course of business and have been established under terms that are no less favourable than those arranged with independent third parties. (j) TRADE PAYABLES, OTHER PAYABLES AND ACCRUED EXPENSES Trade payables consist of: 2003 RM’000 Amount payable for creation of units due to funds managed by the Company 38,797 Other payables and accrued expenses consist of: 2003 RM’000 Other payables Accrued expenses 24,744 14,317 39,061 The amounts owing mainly arose from sales commissions payable, advertisement and promotion expenses payable and performance incentives payable. (k) PROVISION FOR KWSP FEES 2003 RM’000 At beginning of year Additions Utilised 4,054 4,833 (4,054) At end of year 4,833 The provision for Kumpulan Wang Simpanan Pekerja (KWSP) fees represents management fee payable to KWSP in relation to investments made by EPF contributors in the unit trust funds of the Company. 59 13. ACCOUNTANTS’ REPORT FOR SBB MUTUAL BERHAD (l) DEFERRED TAX LIABILITIES 2003 RM’000 The net deferred tax liabilities are in respect of: Temporary difference arising from property, plant and equipment 1,217 (m) SHARE CAPITAL 2003 RM’000 Authorised: 25,000,000 ordinary shares of RM1 each 25,000 Issued and fully paid: 10,000,000 ordinary shares of RM1 each 10,000 (n) RESERVES Based on the estimated tax credit and tax exempt income available and the prevailing tax rate applicable to dividends, the Company is able to distribute RM46,224,000 out of its unappropriated profit as of 31 December 2003 as cash dividend without incurring additional tax liability. (o) DIVIDENDS 2003 RM’000 Interim dividend paid - 40%, tax exempt dividend 4,000 An interim dividend of 40%, tax exempt, amounting to RM4,000,000 was paid on 26 June 2003 in respect of the current financial year. The directors do not recommend any final dividend payment in respect of the current financial year. 60 13. ACCOUNTANTS’ REPORT FOR SBB MUTUAL BERHAD (p) FINANCIAL INSTRUMENTS Financial Risk Management Objectives and Policies The operations of the Company are subject to a variety of financial risks, including interest rate risk, market risk, credit risk, liquidity risk and cash flow risk. The Company has formulated a financial risk management framework to minimise the Company’s exposure to risks and/or costs associated with the financing, investing and operating activities of the Company. Various risk management policies are made and approved by the Board for observation in the day-to-day operations for the controlling and management of the risks associated with financial instruments. Interest rate risk The Company enters into various interest rate risk management transactions for the purpose of reducing net interest costs and to achieve interest rates within predictable, desired ranges. Credit risk The Company is exposed to credit risk mainly from trustees. Credit risks are minimised and monitored via strictly limiting the Company’s associations to business partners with high creditworthiness. Liquidity risk The Company practises prudent liquidity risk management to minimise the mismatch of financial assets and liabilities and to maintain sufficient credit facilities for contingent funding requirement of working capital. Cash flow risk The Company reviews its cash flow position regularly to manage its exposure to fluctuations in future cash flows associated with its monetary financial instruments. Financial Assets The Company’s principal financial assets are fixed deposits, cash and bank balances, trade and other receivables and staff loans. The accounting policies applicable to the major financial assets are as disclosed in Note (b) to the Condensed Balance Sheet. Financial Liabilities and Equity Instruments Debts are classified as liabilities in accordance with the substance of the contractual arrangements. Significant financial liabilities include trade and other payables and amount owing to related companies. Fair Values The fair values of the financial assets and financial liabilities reported in the balance sheet approximate the carrying amount of those assets and liabilities because of the immediate or short-term maturity of these financial instruments. 61 13. ACCOUNTANTS’ REPORT FOR SBB MUTUAL BERHAD (q) CAPITAL COMMITMENTS As of 31 December 2003, the Company has the following capital commitments relating to purchase of property, plant and equipment: 2003 RM’000 Contracted but not provided for Approved but not contracted for 667 2,913 3,580 (r) SUBSEQUENT FINANCIAL STATEMENTS No audited financial statements of the management company have been made up in respect of any period subsequent to 31 December 2003 Yours very truly, DELOITTE KASSIMCHAN AF 0080 Chartered Accountants HIEW KIM TIAM 1717/8/05 (J) Partner 62 14. CONSENTS (a) The consent of the Trustee, Banker, Investment Manager and Solicitor to the inclusion in this Prospectus of their names in the manner and context in which such names appear have been given before the issue of this Prospectus and have not subsequently been withdrawn. (b) The consent of the Auditor and Reporting Accountants for the Fund and of the Auditors and Reporting Accountants for the Manager to the inclusion in this Prospectus of their names and Accountants' Reports in the manner and form in which they are contained in this Prospectus have been given before the issue of this Prospectus and have not subsequently been withdrawn. The Reporting Accountants' responsibilities with regard to this Prospectus does not extend beyond the Accountants' Reports, and that, apart from the said Reports, the Reporting Accountants have had no involvement in the preparation of this Prospectus. (c) The consent of the Tax Adviser to the inclusion in this Prospectus of their name and the Tax Adviser's letter in the manner and form in which they are contained in this Prospectus has been given before the issue of this Prospectus and has not subsequently been withdrawn. 63 15. DOCUMENTS AVAILABLE FOR INSPECTION For a period of not less than 12 months at the registered office of the Manager, the following documents or copies thereof, where applicable, may be inspected, without charge:• The Deed; • Each material contract or document referred to in this Prospectus; • The latest annual and interim reports of the Fund; • All reports, letters or other documents, valuations and statements by any expert, any part of which is extracted or referred to in this Prospectus; • The audited accounts of the Manager and the Fund for the last five financial years or from the date of incorporation/commencement, if less than five years, preceding the date of this Prospectus (where applicable); • The written consent given by experts or persons whose reports or statements appear in this Prospectus. 64 16. DIRECTORS' DECLARATION This Prospectus has been seen and approved by the directors of the Manager 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, the statements and information in this Prospectus are true and not misleading and there are no other facts the omission of which would make any statement herein misleading. Directors: DATO’ SERI GOH ENG TOON DATO’ YEAP LEONG HUAT YM RAJA PUAN SRI DATO’ NOORA ASHIKIN BTE RAJA ABDULLAH DATO’ DR YAHYA BIN ISMAIL TAN SRI DATO’ (DR) R.V. NAVARATNAM (INDEPENDENT) MR WONG JOON HIAN (INDEPENDENT) 65 17. LIST OF OFFICES SBB MUTUAL OFFICE Head Office SBB Mutual Berhad 50,52 & 54 Jalan SS21/39, Damansara Utama 47400 Petaling Jaya, Selangor Darul Ehsan Telephone Fax Website E-mail : : : 03-77183000 03-77265088 : [email protected] www.sbbmutual2u.com INSTITUTIONAL UNIT TRUST AGENTS (IUTAs) The Fund is distributed by the following Institutional Unit Trust Agents (IUTAs): • • • • • • • • • 03-20873000 SOUTHERN BANK BERHAD 03-26927722 UNITED OVERSEAS BANK BERHAD 03-92878888 RHB BANK BERHAD 03-26941188 EON BANK BERHAD 03-26948888 EON FINANCE BERHAD 07-2231211 ENG SECURITIES SDN BHD INTER-PACIFIC SECURITIES SDB BHD 03-21441888 05-2530888 SBB SECURITIES SDN BHD Other Approved Institutional Unit Trust Agents (as and when appointed by the Manager) SBB BRANCHES PULAU PINANG Menara BHL, Jalan Sultan Ahmad Shah, 10050 Pulau Pinang 04-2261822 21, Jalan Ayer Itam, 11400 Ayer Itam, Pulau Pinang. 04-8284433 72 Jalan Ayer Itam 11400 Balik Pulau, Pulau Pinang 04-8667988 90 Jalan Mayang Pasir, Taman Sri Tunas 11950 Bayan Lepas, Pulau Pinang 04-6432532 2, Jalan Sungai Emas 11100 Batu Feringgi, Pulau Pinang 04-8813472 1223-4 Jalan Raya 11900 Bayan Lepas, Pulau Pinang 04-6436001/02 70 Jalan Stesen, 14000 Bukit Mertajam, Pulau Pinang 04-5395446 4992-3 Jalan New Ferry, 12100 Butterworth, Pulau Pinang. 04-3332875 450 Jalan Dato Kramat, 10460 Pulau Pinang. 04-2292813 7087 Jalan Kampung Gajah 12200 Butterworth, Pulau Pinang. 04-3312982 Lot 33-G-08, Prangin Mall Jalan Dr Lim Chwee Leong, 10100 Pulau Pinang. 04-2620020 2904 High Street, 14300 14300 Nibong Tebal, Pulau Pinang 04-5933235 04-5933236 1228T, Jalan Paya Terubong 11060 Pulau Pinang 04-8275243 1284 Jalan Bahru, 13700 Prai, Pulau Pinang. 04-3901211 403 Jalan Burmah, 10350 Pulau Pinang. 04-2282131 D20-638 Gerbang Tuna, Seberang Jaya 13700 Perai, Pulau Pinang. 04-3906401 1-G-2B, Medan Batu Lanchang 11600 Pulau Pinang 04-6562564 38, Lebuh Nangka Dua 14000 Bukit Mertajam, Pulau Pinang 04-5305861 1308 Jalan Besar, Sg. Bakap 14200 Sungai Jawi, Pulau Pinang. 04-5824384 43, Lebuh Pantai, 10300 Pulau Pinang. 04-2628331 66 17. LIST OF OFFICES 98-G-29830, Prima Tanjung, Jalan Settes, TanjungTokong, 11200 Pulau Pinang 04-8990144 PERLIS 69, Jalan Besar, 02000 Kuala Perlis, Perlis 04-9855298 KEDAH 1564 Jalan Kota, 05000 Alor Setar, Kedah 04-7319522 18-A Jalan Raya, 08300 Gurun, Kedah 04-4689644 106-A Seberang Jalan Putera, Mergong 05150 Alor Setar, Kedah 04-7339124 24-A Jalan Kampung Baru, 08000 Sungai Petani, Kedah 04-4229324 201-A Jalan Tunku Putra, 09000 Kulim, Kedah 04-4905444 PERAK 194 Jalan Bercham, 31400 Ipoh, Perak 05-5453223 Ground Floor, Plaza Teh Teng Seng 227 Jalan Kampar, 30250 Ipoh, Perak 05-2555451 45 Jalan Tun Sambanthan 30000 Ipoh, Perak 05-2412166 51 Jalan Taiping Utara, 34600 Kamunting, Perak 05-8058560 99 & 101 Jalan Gopeng 31900 Kampar, Perak 05-4651155 3104C & D, Jalan Kampar 36700 Langkap, Perak 05-6591249 31 & 33 Jalan Lee Ming Hin, 31450 Menglembu, Perak 05-2813655 54, Pesiaran Greenhill, Greentown 30450 Ipoh, Perak 05-2415745 613 & 615 Jalan Tasik, Taman Sri Tasik, 31400 Ipoh, Perak 05-5465622 KUALA LUMPUR 17 Jalan Sultan Ismail 50250 Kuala Lumpur 03-20266882 Ground Floor, Wisma Genting 28 Jalan Sultan Ismail, 50250 Kuala Lumpur 03-21637000 19 Lorong Ara Kiri 1, Taman Lucky Garden Bangsar, 59100 Kuala Lumpur 03-20942344 J2 & K1 Taman Tunku Bukit Tunku,50480 Kuala Lumpur 03-62014188 49 Jalan Hang Lekiu 50100 Kuala Lumpur 03-20700222 43 Jalan Barat Off Jalan Imbi, 55100 Kuala Lumpur 03-21446436 5 Jalan 2/116B, Kuchai Entrepreneurs' Park, Off Jalan Kuchai Lama, 58200 Kuala Lumpur 03-79808442 Ground Floor, Menara Southern Bank 83, Medan Setia 1, Plaza Damansara, Bukit Damansara, 50490 Kuala Lumpur 03-20873000 338 Jalan Raja Laut, 50350 Kuala Lumpur 03-40425888 704 & 706 Jalan Sentul, 51000 Kuala Lumpur. 03-40412418 317-319 Jalan Pudu, 55100 Kuala Lumpur 03-92222552 6055 Jalan Jambu Gajus, Jinjang Selatan, 52000 Kuala Lumpur 03-6277822 63 & 65 Jalan Kampung Pandan, Kampung Pandan, 55100 Kuala Lumpur 03-26984435 47 Jalan 3/34 A, Kepong Entrepreneurs' Park,52100 Kuala Lumpur 0362521242 67 17. LIST OF OFFICES 197 & 199 Jalan Sarjana Taman Connaught, Cheras, 56000 Kuala Lumpur 03-91316466 21 & 23 Jalan 46A / 26 Taman Sri Rampai, Setapak, 53300 Kuala Lumpur 1 Jalan 2/71, Taman Tun Dr. Ismail, 60000 Kuala Lumpur 03-77283688 Women’s Institute of Management 7, Jalan Abang Haji Openg Taman Tun Dr Ismail, 60000 Kuala Lumpur 59 Jalan Sultan, 50000 Kuala Lumpur 03-20722653 03-41421013 SELANGOR 16 & 17 Jalan Besar, 68000 Ampang. Selangor. 03-42910533 No. 101, Jalan PJS11/2, Bdr Sunway, 46000 Petaling Jaya, Selangor 03-56377607 1 & 3 Jalan PCR 1, Kawasan Perniagaan, Cheras Raya, Batu 11, Off Jalan Balakong, 66000 Cheras, Selangor 03-9076 8382 195 Jalan Besar, 43800 Dengkil, Selangor 03-3186899 3 Jalan Barat, 46200 Petaling Jaya, Selangor 03-79550768 111 & 113 Jalan Gasing, 46000 Petaling Jaya, Selangor. 03-79578919 14 & 16 Jalan MJ/7, Medan Maju Jaya Batu 7,Jalan Klang Lama, 46000 Petaling Jaya, Selangor 03-77836929 21 Jalan S10/2, Section 10 Jalan Bukit, 43000 Kajang, Selangor 03-87374233 A201, Blk A, Grd Floor, Glomac Business Centre, 10 Jln SS6/1,47301 Kelana Jaya 03-78031448 17 Jalan TK1/11A, Plaza Kinrara, Off Jln Puchong 47100 Puchong, Selangor 03-80757566 55-59 Jalan Cungah, 42000 Pelabuhan Klang, Selangor 03-31681515 12 & 13 Jalan Kenari 1, Bandar Puchong Jaya, 47100 Puchong, Selangor 03-4325008 49 Jalan Maxwell, 48000 Rawang, Selangor 03-60912775 24, Jalan 14/14, Seksyen 14, 46100 Petaling Jaya, Selangor 03-79560902 933 Jalan 17 / 38, Seksyen 17, 46400 Petaling Jaya, Selangor 03-79553343 14 Jalan Selayang, Taman Sri Selayang, 68100 Batu Caves, Selangor. 03-61897655 26368 Jalan College, 43300 Seri Kembangan, Selangor. 03-89485052 14 Jalan Tengku Ampuan Zabedah D 9/D, Seksyen 9, 40100 Shah Alam, Selangor 03-55127822 40 & 42, Jalan SS 15/4D, Subang Jaya, 47500 Petaling Jaya, Selangor 03-56340919 386 Jalan 1A / 3, Bandar Baru Sungai. Buloh, 47000 Sungai Buloh, Selangor 03-61561386 3 Taman Cahaya, Sungai Chua, 43000 Kajang, Selangor. 03-87335711 49 & 51 Jalan Batai Laut, Taman Intan, 41300 Klang, Selangor. 03-3342 1272 06-7622843 Jalan BBN1/1F, Bandar Baru Nilai, 71800 Nilai, Negeri Sembilan 06-8500152 NEGERI SEMBILAN 45 Jalan Cempaka, Bandar Baru Ampangan, 70400 Seremban, Negeri Sembilan 68 17. LIST OF OFFICES Lot 3110 Jalan Besar, Lukut, 71010 Port Dickson, Negeri Sembilan. 06-6511944 9/G Arab Malaysian Business Centre, Jalan Tuanku Munawir, 70000 Seremban, Negeri Sembilan. 06-7617509 87 Jalan Loke Yew 28700 Bentong, Pahang. 09-2225866 B-338 Jalan Beserah, 25300 Kuantan, Pahang. 09-5662384 34-40 Jalan Telok Sisek, 25000 Kuantan, Pahang. 09-5554488 31 Main Road,. 39200 Ringlet, Pahang 05-4956866 06-2322188 110, Jln Bendahara 75100 Melaka. 06-2841420 Ground Floor, Kompleks Penggaram 1, Jalan Abdul Rahman, 83000 Batu Pahat, Johor 07-4328200 167 Jalan Besar, 84800 Bukit Gambir, Muar, Johor. 07-9762488 75 Jalan Kuning Dua, Taman Pelangi, 80400 Johor Bahru, Johor 07-3312088 2 & 4 Jalan Dedap 20, Taman Johor Jaya, 81100 Johor Bahru, Johor 07-3548666 2 Jalan Haji Manan, 86000 Kluang, Johor 07-7716677 382 Jalan Simbang, Taman Perling, 81200 Johor Bahru, Johor 07-2386912 18 Jalan Belimbing, 81400 Senai, Johor. 07-5992188 48 Jalan Hang Tuah 4, Taman Skudai Baru, 81300 Skudai, Johor 07-5589688 24 & 26 Jalan Padi 1, Bandar Baru Uda, 81200 Tampoi, Johor. 07-2379655 09-8593232 104A-B Jalan Sultan Ismail, 20200 Kuala Terengganu, Terengganu. 09-6223188 082-238072 945 Jalan Parry, 98000 Miri, Sarawak 085-437729 Lot No. 62 & 63 Inamam Commercial Centre, 88450 Kota Kinabalu, Sabah 088-439731 Jalan Kampung Air 4 88000 Kota Kinabalu, Sabah 088-249688 Blok B Lot No. 2, Bandar Ramai-Ramai, Jalan Leila, 90000 Sandakan, Sabah. 089-218366 PAHANG MELAKA 36 & 37 Lorong Setia 1 Air Keroh Heights, 75450 Melaka. JOHOR KELANTAN 681-J Jalan Che Su, 15000 Kota Bahru, Kelantan. 09-7448788 TERENGGANU K3757 Jalan Sulaimani, 24000 Kemaman, Terengganu. SARAWAK 282 Jalan Rubber, 93400 Kuching, Sarawak SABAH 69 18. APPENDIX 1 - UNIT TRUST LOAN FINANCING RISK DISCLOSURE STATEMENT Investing in a unit trust fund with borrowed money is more risky than investing with your own i You should assess if loan financing is suitable for you in light of your objectives, attitudes to risk and financial circumstances. You should be aware of the risks, which would include the following:I. The higher the margin of financing (that is, the amount of money you borrow for every Ringgit of your own money that you put in as deposit or down payment) the greater the potential for losses as well as gains. II. You should assess whether you have the ability to service the repayments on the proposed loan. If your loan is a variable rate loan, and if interest rates rise, your total repayment amount will be increased. III. If unit prices fall beyond a certain level, you may be asked to provide additional acceptable collateral or pay additional amounts on top of your normal installments. If you fail to comply within the time prescribed, your units may be sold to settle your loan. IV. Returns on unit trusts are not guaranteed and may not be earned evenly over time. This means that there may be some years where returns are high and other years where losses are experienced instead. Whether you eventually realise a gain or loss may be affected by the timing of the sale of your units. The value of units may fall just when you want your money back even though the investment may have done well in the past. The brief statement cannot disclose all the risks and other aspects of loan financing. You should therefore carefully study the terms and conditions before you decide to take the loan. If you are in doubt in respect of any aspect of the Risk Disclosure Statement or the terms of the loan financing, you should consult the institution offering the loan. Manager SBB MUTUAL BERHAD (formerly known as BHLB Pacific Trust Management Berhad) (209627-H) TO: SBB MUTUAL BERHAD (formerly known as BHLB Pacific Trust Management Berhad) ACKNOWLEDGEMENT OF RECEIPT OF RISK DISCLOSURE STATEMENT I acknowledge that I have received a copy of this Unit Trust Loan Financing Risk Disclosure statement and understand its contents. Fund’s Name Fund’s Application Form No : : Signature Full Name Date 70 : : :