YOU ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THE PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER. FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH YOU SHOULD CONSIDER, PLEASE REFER TO "RISK FACTORS" COMMENCING ON PAGE 11. TA Investment A Member of the TA Group PROSPECTUS Manager: TA INVESTMENT MANAGEMENT BERHAD (340588–T) A Member of the TA Group Trustee: Mayban Trustees Berhad (5004-P) This Prospectus is dated 26 May 2011 and is valid until 25 May 2012. The date of constitution of the TA Global Technology Fund is 26 May 2011. ii MESSAGE FROM THE CEO Dear Investor, We, TA Investment Management Berhad (“TAIM”) are very pleased to present to you our latest Prospectus in respect of the TA Global Technology Fund. The TA Global Technology Fund (“the Fund”) is a feeder fund which invests a minimum of 95% of the Fund’s NAV into the Henderson Horizon Fund – Global Technology Fund (“Target Fund”) and the balance in liquid assets. Please refer to page 20 for information on how the Target Fund operates. The Fund aims to seek long term capital appreciation by investing in a collective investment scheme which invests mainly in a globally diversified portfolio of technology related companies. You may refer to page 5 of the Key Data section for a better understanding of the objective and key strategies of the Fund. In particular, the Fund is suitable for investors who: • seek long-term capital appreciation through global equity markets; • want to have exposure to a specific segment of the global economy; and • aim high returns over the long-term, but may be subject to fluctuations in capital values. As with all investments, the Fund and the Target Fund are not insulated from risks. The specific risks of investing in the Fund are Market Risk, Country Risk, Currency Risk, Sector Investment Risk, Regulatory Risk and External Fund Manager’s Risk. Kindly refer to the “Risk Factors” section, for a better understanding on the above risks. As the principal investment of the Fund is the Target Fund, there are also specific risks associated with the Target Fund, details of which are set out on page 13. Please note that there are fees and charges imposed for investing in the Fund. For further details on the fees and charges, please refer to page 38 of this Prospectus. If you have any queries about the information relating to this Prospectus or the Fund, please contact our customer service line at 1-800-38-7147. Alternatively, Units of the Fund can be bought from our unit trust consultants who are registered with the Federation of Investment Managers Malaysia who may provide assistance when you have any enquiries or may need to perform any transaction with us. Please refer to the Corporate Directory section at page 3 for the relevant contact details. Thank You. Yours sincerely For TA INVESTMENT MANAGEMENT BERHAD WONG MIEN Chief Executive Officer iii RESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAIMER This Prospectus has been reviewed and approved by the directors of TA Investment Management Bhd and they collectively and individually accept full responsibility for the accuracy of the information. Having made all reasonable inquiries, they confirm to the best of their knowledge and belief, there are no false or misleading statements, or omission of other facts which would make any statement in this Prospectus false or misleading. The Securities Commission Malaysia has approved the issue of, offer for or subscription or purchase, or issue an invitation to subscribe for or purchase Units of the TA Global Technology Fund and a copy of this Prospectus has been registered with the Securities Commission Malaysia. The approval, and registration of this Prospectus, should not be taken to indicate that the Securities Commission Malaysia recommends the TA Global Technology Fund or assumes responsibility for the correctness of any statement made or opinion or report expressed in this Prospectus. The Securities Commission Malaysia is not liable for any non-disclosure on the part of TA Investment Management Bhd, the management company responsible for the TA Global Technology Fund and takes no responsibility for the contents of this Prospectus. The Securities Commission Malaysia makes no representation on the accuracy or completeness of this Prospectus, and expressly disclaims any liability whatsoever arising from, or in reliance upon, the whole or any part of its contents. While it is the duty of the Manager to ensure that the TA Global Technology Fund is correctly valued or priced, the Manager will not be held liable for any error in prices published in the newspapers and the websites of our distributors for the TA Global Technology Fund. Pursuant to the Guidelines on Unit Trust Funds issued by the Securities Commission Malaysia, where there is incorrect valuation or pricing of Units, the Manager will take immediate remedial action to rectify the error, which extends to reimbursement of money by the Manager to the Fund and/or to the Unit Holders and/or to the former Unit Holders; or by the Fund to the Manager. Reimbursements may not be made where it appears to the Trustee that the incorrect pricing is of minimal significance. While it is the duty of the Manager to ensure that all comments given to the media is accurate and true at the time the comments were given, misquotation may still occur either by the media or third parties, which is out of the Manager’s control. In such situations, TA Investment Management Berhad and its employees will not be responsible for any misquotation by the media and/or third parties, and are under no obligation to fulfil any expectation or demand in relation to the misquoted statements. No action has been taken to permit an offering of Units in the TA Global Technology Fund or the distribution of this Prospectus, in any jurisdiction where action would be required for such purpose, other than Malaysia. Accordingly this Prospectus may not be used for the purpose of an offer or solicitation in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised. Investors should be aware that if an investment in the TA Global Technology Fund is made via any of our IUTAs, such investment transactions are subject to the terms and conditions of the IUTA. INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IN CONSIDERING THE INVESTMENT, INVESTORS WHO ARE IN DOUBT ON THE ACTION TO BE TAKEN SHOULD CONSULT PROFESIONAL ADVISORS IMMEDIATELY. NO UNITS WILL BE ISSUED OR SOLD BASED ON THIS PROSPECTUS LATER THAN ONE (1) YEAR AFTER THE DATE OF THIS PROSPECTUS. iv Investors are advised to note that recourse for false or misleading statements or acts made in connection with this Prospectus is directly available through Sections 248, 249 and 357 of the Capital Markets and Services Act 2007. v Table of Contents 1. DEFINITIONS 1 2. CORPORATE DIRECTORY 3 3. KEY DATA 5 4. RISK FACTORS 11 GENERAL RISK OF INVESTING IN A UNIT TRUST FUND 11 SPECIFIC RISKS ASSOCIATED WITH THE TA GLOBAL TECHNOLOGY FUND 12 SPECIFIC RISKS ASSOCIATED WITH THE TARGET FUND 13 5. THE FUND 15 INVESTMENT OBJECTIVES, POLICIES AND STRATEGIES 15 ASSET ALLOCATION 15 FUND CATEGORY, TYPE AND PERFORMANCE BENCHMARK 16 PERMITTED INVESTMENTS 16 INVESTMENT RESTRICTIONS AND LIMITS 16 RISK MANAGEMENT STRATEGIES 17 VALUATION OF THE FUND 17 BASES OF VALUATION FOR THE FUND 18 POLICY ON GEARING 18 INVESTORS’ PROFILE 19 6. INFORMATION OF THE TARGET FUND – 20 HENDERSON HORIZON FUND - GLOBAL TECHNOLOGY FUND 20 STRUCTURE OF THE HENDERSON HORIZON FUND – GLOBAL TECHNOLOGY FUND (“THE TARGET FUND”) 20 THE INVESTMENT MANAGER OF THE TARGET FUND 21 INVESTMENT OBJECTIVE OF THE TARGET FUND 22 INVESTMENT POLICY & STRATEGY OF THE TARGET FUND 22 vi INVESTMENT RESTRICTIONS OF THE TARGET FUND 26 GENERAL POLICIES APPLICABLE TO THE TARGET FUND 31 RISK MANAGEMENT PROCESS 34 PRICING POLICY OF THE TARGET FUND 35 FEES CHARGEABLE BY THE TARGET FUND 35 DIVIDEND POLICY FOR THE TARGET FUND 36 PERFORMANCE OF THE TARGET FUND 37 7. FEES, CHARGES AND EXPENSES 38 CHARGES DIRECTLY INCURRED 38 FEES AND EXPENSES INDIRECTLY INCURRED 38 DIRECT EXPENSES RELATED TO THE FUND 39 OTHER FEES AND CHARGES 39 REBATES AND SOFT COMMISSIONS 40 POLICY ON ROUNDING ADJUSTMENT 40 INCORRECT PRICING 40 8. TRANSACTION INFORMATION 41 PRICING POLICY 41 APPLICATION AND REDEMPTION 42 DISTRIBUTION POLICY 44 UNCLAIMED MONEYS POLICY 44 PAYMENT METHODS 45 HOW TO BUY, SELL, SWITCH AND TRANSFER 45 9. THE PEOPLE BEHIND TA INVESTMENT MANAGEMENT BHD 48 THE MANAGER 48 FUNCTIONS AND RESPONSIBILITIES OF THE MANAGER 48 SUMMARY OF TAIM’S FINANCIAL POSITION 48 BOARD OF DIRECTORS 48 KEY MANAGEMENT PERSONNEL 50 vii INVESTMENT COMMITTEE 51 INVESTMENT TEAM 51 MATERIAL LITIGATION AND ARBITRATION 52 10. THE TRUSTEE 53 EXPERIENCE IN TRUSTEE BUSINESS 53 TRUSTEE’S FINANCIAL INFORMATION 53 PROFILE OF KEY PERSONNEL 53 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE 54 TRUSTEE’S STATEMENT OF RESPONSIBILITY 54 MATERIAL LITIGATION AND ARBITRATION 54 TRUSTEE’S DELEGATE 55 11. SALIENT TERMS OF DEED 56 YOUR RIGHTS AND LIABILITIES AS A UNIT HOLDER 56 MAXIMUM FEES AND CHARGES PERMITTED 56 PROCEDURES TO INCREASE THE DIRECT AND INDIRECT FEES AND CHARGES 57 PROCEDURES TO INCREASE THE MAXIMUM RATE OF THE DIRECT AND INDIRECT FEES AND CHARGES IN THE DEED 57 PERMITTED EXPENSES 57 MANAGER’S RIGHT TO RETIRE 58 MANAGER’S POWER TO REMOVE / REPLACE TRUSTEE 59 TRUSTEE’S RIGHT TO RETIRE 59 POWER OF TRUSTEE TO REMOVE OR REPLACE THE MANAGER 59 TERMINATION OF THE FUND 60 MEETINGS OF UNIT HOLDERS 61 13. RELATED PARTY TRANSACTIONS / CONFLICT OF INTEREST 62 14. TAXATION ADVISOR’S LETTER 63 15. ADDITIONAL INFORMATION 66 CUSTOMER SERVICE 66 viii ANTI-MONEY LAUNDERING POLICY 66 16. CONSENT 67 17. DOCUMENTS AVAILABLE FOR INSPECTION 68 18. DIRECTORS’ DECLARATION 69 1 1. DEFINITIONS In this Prospectus the following abbreviations or words shall have the following meanings unless otherwise stated: “AMLA” means Anti-Money Laundering and Anti-Terrorism Financing Act 2001; “Act” means the Capital Markets and Services Act 2007; “Auditor” has the same meaning as is assigned to that word in the Act; “Business Day” in respect of the Fund means a day on which Bursa Malaysia is open for trading; in respect of the Target Fund, it means a bank business day in Luxembourg unless otherwise stated or any other day as the Manager and the Trustee may agree in writing; “Bursa Malaysia” means the stock exchange managed and operated by Bursa Malaysia Securities Berhad; “Cash Produce” means all cash receivable by the Trustee in the form of dividends, bonuses and interest, commissions, brokerage, fees and other like charges, any profit from the sale of the assets of the Fund and any other sum having the nature of income which the Manager and Trustee, having consulted the Auditor, deem to be Cash Produce; “Commencement Date” means the date on which investments of the Fund may first be made and is a date after the expiry of the Offer Period; “CUTA” means Corporate Unit Trust Advisers licensed by the Securities Commission or registered with the Federation of Investment Managers Malaysia (formerly known as Federation of Malaysian Unit Trust Managers) to market and distribute unit trust funds; “Deed” means the Deed dated 4 March 2011 entered into between the Manager and the Trustee in respect of the Fund as may be modified from time to time; “Financial Institution” means (a) if the institution is in Malaysia: (i) licensed bank; (ii) licensed merchant bank; or (iii) Islamic bank; (b) if the institution is outside Malaysia, any institution that is licensed / registered / approved / authorized to provide financial services by the relevant banking regulator. “the Fund” means the unit trust scheme, the TA Global Technology Fund; “Guidelines” means the Guidelines on Unit Trust Funds issued by the Securities Commission Malaysia as may be amended from time to time; “IUTA” means an Institutional Unit Trust Adviser registered with the Federation of Investment Managers Malaysia to market and distribute unit trust funds; "Jointholder" means a person who holds Units together with another person or persons and "Jointholders" means the persons who are holding the same Units; “Launch Date” means the date of the first Prospectus of the Fund and is the date on which sale of Units of the Fund may first be made; the Launch Date is also the date of constitution of the Fund; “long-term” means a period of more than 5 years; 2 “MER” means management expense ratio; "Net Asset Value (NAV) of the Fund" is determined by deducting the value of all the Fund’s liabilities from the value of all the Fund’s assets, at the valuation point. For the purpose of computing the annual management fee and annual trustee fee, the Net Asset Value of the Fund should be inclusive of the management fee and trustee fee for the relevant day; "NAV per Unit", in respect of the Fund, is the NAV of the Fund at a particular valuation point divided by the number of Units of that Fund in circulation at the same valuation point; “Offer Period” means the period of 21 days from the date of this Prospectus; “Offer Price” means the respective price payable by an applicant for a Unit during the Offer Period; “RM” means Ringgit Malaysia; "the SC" means the Securities Commission Malaysia established under the Securities Commission Act 1993; “Selling Price per Unit” means the price payable by an applicant for a Unit pursuant to a successful application for Units; for the avoidance of doubt, the selling price of Units does not include any sales charge which may be imposed; “Special Resolution” means a resolution passed at a meeting of Unit Holders duly convened in accordance with the Deed and carried by a majority in number representing at least three-fourths of the value of the Units held by the Unit Holders voting at the meeting in person or by proxy; “Target Fund” means the Henderson Horizon Fund – Global Technology Fund; “the Trustee/MTB” means Mayban Trustees Berhad (Company No.: 5004-P); “Unit or Units” means an undivided share in the beneficial interest and/or right in the Fund and a measurement of the interest and/or right of a Unit Holder in the Fund and means a Unit of the Fund; “Unit Holder” means the person for the time being who is registered pursuant to the Deed as a holder of Units of the Fund; and “USD” means United States Dollar; “We / us / the Manager / TAIM” means TA Investment Management Bhd (Company No.: 340588-T). 3 2. CORPORATE DIRECTORY THE MANAGER: TA Investment Management Berhad (340588-T) Registered Office 34th Floor, Menara TA One 22 Jalan P. Ramlee 50250 Kuala Lumpur Head Office 23rd Floor, Menara TA One 22 Jalan P.Ramlee 50250 Kuala Lumpur Tel: 603-2031 6603 Fax: 603-2031 4479 Toll Free: 1-800-38-7147 E-Mail: investor.taim@ta.com.my Website: www.tainvest.com.my Miri Business Centre 1st Floor, Lot 3007 Morsjaya Commercial Centre Airport Road 98000 Miri Sarawak Tel: 085-430 415 / 085-439 620 Fax: 085 436 044 E-mail: tautmbmyy@pd.jaring.my Kota Kinabalu Business Centre Unit 4-0-14 Ground Floor Block 4 Api-Api Centre Jalan Centre Point 88000 Kota Kinabalu Sabah Tel: 088-247 023 / 088-236 023 Fax: 088-248 463 Email: takk@tm.net.my Kuching Business Centre L204, 1st Floor, Jalan Tunku Abdul Rahman, 93100 Kuching, Sarawak Tel: 082-233 203 Fax: 082-232 203 E-mail: ta203@streamyx.com Penang Business Centre 54-G Persiaran Bayan Indah, Bayan Bay, Sg Nibong, 11900 Penang. Tel: 04-6460560 Fax: 04-6460576 Board Of Directors (Manager) 1. Choo Swee Kee (Non – Independent) 2. Zainab Binti Ahmad (Non-Independent) 3. Dr Wong Hong Meng (Independent) 4. Christopher Koh Swee Kiat (Independent) Investment Committee Members 1. Choo Swee Kee ( Non-Independent) 2. Yaw Chun Soon (Non-Independent) 3. Dr Wong Hong Meng (Independent) 4. Tay Kian Chuan (Independent) 4 Management Company of the Target Fund Henderson Fund Management (Luxembourg) S.A. 4a rue Henri Schnadt L-2530 Gasperich Grand Duchy of Luxembourg Investment Manager of the Target Fund Henderson Global Investors Limited 201 Bishopsgate London EC2M 3AE United Kingdom THE TRUSTEE: Mayban Trustees Berhad (5004-P) 34th Floor, Menara Maybank, 100 Jalan Tun Perak, 50050 Kuala Lumpur. Tel: 603-2078 8363 Fax: 603-2070 9387 Website: www.maybank2u.com.my E-mail: mtb@maybank.com.my Company Secretary Khoo Poh Kim @ Kimmy (LS04542) 34th Floor, Menara TA One 22 Jalan P. Ramlee 50250 Kuala Lumpur Banker Malayan Banking Berhad Ground Floor, Wisma Genting Jalan Sultan Ismail 50250 Kuala Lumpur Tel: 603-2163 5051/5130 Fax: 603-2162 0184 Auditors Ernst & Young Level 23A, Menara Milenium Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur Tel: 603-7495 8000 Fax: 603-2095 9076 Tax Adviser KPMG Tax Services Sdn Bhd Level 10, KPMG Tower 8, First Avenue, Bandar Utama 47800 Petaling Jaya Selangor Darul Ehsan Tel: 603-7721 3388 Fax: 603-7721 7288 Federation of Investment Managers Malaysia (FIMM) 19-07-3, 7th Floor, PNB Damansara , 19, Lorong Dungun, Damansara Heights, 50490 Kuala Lumpur. Tel : 603-2093 2600 Fax : 603-2093 7200 Solicitors Raja, Darryl & Loh 18th Floor, Wisma Sime Darby, Jalan Raja Laut 50350 Kuala Lumpur Tel: 603 -2694 9999 Fax : 603- 2698 4759 5 3. KEY DATA FUND INFORMATION THIS SECTION IS ONLY A SUMMARY OF THE SALIENT INFORMATION ABOUT THE FUND AND YOU SHOULD READ AND UNDERSTAND THE WHOLE PROSPECTUS BEFORE MAKING ANY INVESTMENT DECISON. Name of Fund TA Global Technology Fund Manager TA Investment Management Bhd (Company No. 340588-T) Trustee Mayban Trustees Berhad (Company No. 5004-P) Fund Category / Type Feeder Fund (Global Equity) / Growth Objective of the Fund The Fund aims to seek long term capital appreciation by investing in a collective investment scheme which invests mainly in a globally diversified portfolio of technology related companies. Any material changes to the Fund’s investment objective would require Unit Holders’ approval. Investment Policies and Strategies A minimum of 95% of the Fund’s NAV will be invested in the Henderson Horizon Fund – Global Technology Fund (“the Target Fund”), with the balance in liquid assets. The Target Fund aims to take advantage of market trends internationally. The Target Fund takes a geographically diversified approach and operates within broad asset allocation ranges. There are no specified limits on the amounts that the Target Fund can or must invest in any geographical region or single country. The Manager may adopt a defensive strategy temporarily by maintaining high liquid asset/cash weighting that may be inconsistent with the Fund’s principal investment and asset allocation strategy. The defensive strategy may be necessary to protect the Fund’s investment in response to adverse market, economic, political, or any other conditions. As a result, the Fund’s performance may diverge from the Target Fund’s return and tracking error may increase. Asset Allocation • Minimum of 95% of the Fund’s NAV in Target Fund • Up to 5% of the Fund’s NAV in liquid asset. Principal Risks Specific risks associated with the Fund Specific risks associated with the Target Fund • Market Risk • Country Risk • Currency Risk • Sector Investment Risk • Regulatory Risk • External Fund Manager’s Risk • Market Risk • Country Risk • Developing Technology Risk • Sector Investment Risk • Regulatory Risk • Smaller Company Risk • Currency Risk 6 Please refer to page 11 for full description of the risks. Relative Risk Profile Medium to high Performance Benchmark MSCI All Countries World Information (ACWI)/ Information Technology Index Source: Lipper, a Thomson Reuters Company The performance benchmark of the Fund is available on our website at www.tainvest.com.my. The MSCI ACWI/ Information Technology Index has been adopted as the performance benchmark for the Fund as it is the performance benchmark adopted by the Target Fund. The Target Fund has adopted the MSCI ACWI/ Information Technology Index as the performance benchmark because the investment universe of the Target Fund has significant coverage of the MSCI ACWI/ Information Technology Index. In respect of market capitalization, approximately 90% of the constituents of the MSCI ACWI/ Information Technology Index are covered. The investment universe of the Target Fund is large and due to the constant innovations in the sector that are constantly changing, the investment universe of the Target Fund will encompass information technology and adjacent markets such as telecommunications, media and alternative energy, however, the main focus will be information technology. Investor’s Profile This Fund is suitable for investors who: • seek long-term capital appreciation through global equity markets. • want to have exposure to a specific segment of the global economy. • aim high returns over the long-term, but may be subject to fluctuations in capital values. Financial Year End 31 May Approved Fund Size 300 million Units Offer Price RM 0.5000 Offer Period 21 days from the Launch Date of the Fund Launch Date 26 May 2011 FEES & CHARGES This table describes the charges that you may incur DIRECTLY when you buy or sell Units of the Fund: Distribution Channels Maximum Rate of Sales Charge (% of NAV per Unit) Sales Charge per Unit Imposed by IUTAs 5.5%* Imposed by Unit Trust Consultants 5.5%* 7 Imposed by the Manager 5.5%* *Sales Charge is to be rounded to the nearest RM 0.01. *Note: The Manager reserves the right to waive and/or reduce the Sales Charge from time to time at its absolute discretion. Investors may negotiate for a lower Sales Charge through the sales and promotional campaigns from time to time or alternatively, investors may negotiate with their preferred distributors for a lower Sales Charge. Investment through the distributors shall be subject to their respective terms and conditions. Repurchase Charge per Unit Nil Switching Fee Nil Transfer Fee There will be an administrative charge of RM5 or any other amount as may be determined by the Manager. Other charges Charges, for instance bank charges, telegraphic charges and courier charges, shall be borne by the investor in order to execute transactions on behalf of the investor. FEES & EXPENSES This table describes the charges that you may incur INDIRECTLY when you buy or sell Units of the Fund: Annual Management Fee 1.8% per annum of the NAV of the Fund calculated on a daily basis. Note: There will be no double charging of annual management fees. The annual management fee imposed on the Target Fund level will be taken from the annual management fee of 1.8% per annum of the NAV of the Fund charged by TAIM. Annual Trustee Fee 0.08% per annum of the NAV of the Fund subject to a minimum of RM18,000 per annum calculated and accrued daily (excluding foreign custodian fees and charges). 8 Other Expenses of the Fund A list of the expenses which are directly related to the Fund are as follows: • audit fees; • commission/fees paid to brokers; • sub-custodian fees and charges; • independent investment committee member fee; • tax adviser’s fee; • taxes and other duties imposed by the Government and/or other authorities; • valuation fees incurred for the valuation of any investment of the Fund by independent valuers for the benefit of the Fund; • cost for annual and interim reports; • cost for modification of Deed save where such modification is for the benefit of the Manager and/or the Trustee; and • cost of convening meetings for Unit Holders other than those incurred by or for the benefit of the Manager and/or the Trustee; and • any other expenses allowed under the Deed. TRANSACTION DETAILS Minimum Initial Investment RM1,000 or such other amount as the Manager may decide from time to time. Minimum Additional Investment RM 100 or such other amount as the Manager may decide from time to time. Minimum Holding 500 Units or such other amount as the Manager may decide from time to time. Minimum Redemption 500 Units or such other amount as the Manager may decide from time to time. Frequency of Redemption Nil Redemption Payment Period Within 10 days upon receipt of the completed Form Of Request to Repurchase. Switching Policy Switching into and out of the Fund is free of charge and will be carried out at the NAV per Unit of the Fund. The Manager reserves the right to vary the terms of the switching facility from time to time. Transfer Policy Unit Holders must hold a minimum of 500 Units in their account if they wish to remain as a Unit Holder. The Manager may request the Unit Holder to redeem all of their Units if the number of Units they hold falls below the minimum holding amount. Cooling-Off Rights & Cooling-Off Period A cooling-off right is only given to a first time individual investor investing in any unit trust funds managed by us. It is, however, not available to the corporate or institution, our staffs and persons registered with a body approved by the SC to deal in unit trusts. Cooling-Off Period refers to the period of six (6) Business Days from the date of acceptance of application for Units by the Manager. Kindly refer to page 44 for more information on Cooling-Off Rights. 9 DISTRIBUTION Income Distribution Policy The Fund does not intend to distribute any income. OTHER INFORMATION Deed The Deed in respect of the Fund dated 4 March 2011 entered into between the Manager and the Trustee Avenue for Advice You may contact our Customer Service at 1-800-38-7147. INFORMATION ON THE TARGET FUND Name of Target Fund Henderson Horizon Fund – Global Technology Fund Please refer to page 20 for more details on the Target Fund. Management Company of the Target Fund Henderson Fund Management (Luxembourg) S.A. Investment Adviser of the Target Fund Henderson Management S.A. Investment Manager Henderson Global Investors Limited Country of Origin of Target Fund Grand Duchy of Luxembourg Regulatory Authority of the Target Fund Commission de Surveillance du Secteur Financier (Luxembourg Financial Supervisory Authority) Date of establishment and inception of the Target Fund 16 October 1996 10 Expenses related to the Target Fund Initial Charge: No sales charge will be imposed by the Target Fund on the TA Global Technology Fund. Trading Fee (Early Redemption Fee): The Fund may be charged up to 1 % of the gross amount being redeemed if the redemption of Shares of the Target Fund is made within 90 calendar days from the date such Shares have been purchased. Annual Management Fee: The Fund will be investing in Class A2 (Accumulation) Shares of the Target Fund which charges 1.20% per annum of the total net assets. Note: There will be no double charging of annual management fees. The annual management fee imposed on the Target Fund level will be taken from the annual management fee of 1.8% per annum of the NAV of the Fund charged by TAIM. Performance Fee: 20% of Relevant Amount (where the “Relevant Amount” is equal to the amount by which the increase in total net asset value per Share during the relevant performance period exceeds the increase in the relevant benchmark over the same period (or the growth in value of the net assets per Share where the benchmark has declined). Each period from 1 July to 30 June shall be a performance period. The Performance Fee will be charged on the Target Fund level and will not be taken from the annual management fee imposed by TAIM. Unit Holders of the Fund are indirectly affected when the Performance Fee calculation is factored into the NAV of the Target Fund on every valuation day. Other Expenses Other fees and expenses include: • Shareholder Servicing Fee – 0.5% per annum of the average total net assets • Custodian Fees and Expenses – up to 0.10% of the net asset value • Registrar, Secretarial, Transfer Agency and Administration Fees and Expenses • Directors’ Fees More detailed information on the expenses related to the Target Fund can be found at page 20 in Chapter 6, “Information on the Target Fund – Henderson Horizon Fund – Global Technology Fund”. THE ABOVE KEY DATA IS ONLY A SUMMARY OF THE FUND’S SALIENT INFORMATION. YOU SHOULD READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS AND, IF NECESSARY, CONSULT YOUR ADVISER(S) BEFORE MAKING AN INVESTMENT DECISION. THERE ARE FEES AND CHARGES INVOLVED AND YOU ARE ADVISED TO CONSIDER THE FEES AND CHARGES BEFORE INVESTING IN THE FUND. UNIT PRICES AND DISTRIBUTION PAYABLE, IF ANY, MAY GO DOWN AS WELL AS UP. FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH YOU SHOULD CONSIDER, PLEASE REFER TO THE “RISK FACTOR” SECTION COMMENCING ON PAGE 11. AS THIS IS A FEEDER FUND, WE HAVE PROVIDED YOU SOME EXCERPTS OF THE SALIENT INFORMATION ON THE TARGET FUND FROM THE TARGET FUND’S PROSPECTUS. 11 4. RISK FACTORS This part of the Prospectus describes some of the general risks related to investing in a unit trust fund and the specific risks related to investing in the Fund as well as the mitigating factors in relation to these risks. GENERAL RISK OF INVESTING IN A UNIT TRUST FUND Possibility of loss The prices of units in a unit trust fund and the income from the fund may go down as well as up due to price fluctuations of the securities that the fund invests in. A possible loss of all or part of the principal invested cannot be ruled out. No guarantee is given, express or implied, that investors will receive any income distribution or returns on their investments, or that investors will get back their initial amount invested in full. The Manager endeavours to mitigate this risk by employing a systematic investment process that is incorporated with a risk management process. Market Risk Market risk refers to potential losses that may arise from changes in the market prices of the investments of a unit trust fund. Prices of securities (be it stocks or fixed income securities) that a unit trust fund invests in, fluctuates in response to various factors; for example, events or news that relates to securities as well as general market or economic conditions. Movements such as these in the prices of these securities will cause the NAV of the Fund along with the price of Units to fluctuate. A unit trust fund with a well-diversified portfolio of securities from different sectors and geographical areas help mitigate this risk so that the collapse of any one sector or geographical area would not impact too greatly on the value of the unit trust fund. Inflation Risk Purchasing power is reduced by inflation and if the rate of inflation is constantly higher than the rate of returns on investments, the real rate of your investment return (i.e. the returns after adjusting for inflation) could be negative despite the fund showing a positive return. Hence, investors should consider the potential real rate of returns prior to investing. Risk of Non-Compliance This risk arises from non-compliance with laws, rules, regulations, prescribed practices and internal policies and procedures by the management company. The Manager has put in place internal controls to ensure that comprehensive and timely compliance monitoring is undertaken. Management Company Risk This is the risk that the management company may not adhere to the investment mandate of the Fund. The risk is mitigated by the Manager, as follows: • Monitoring by the investment committee; • Adhering to internal policies and procedures on investment limits and restrictions; and • Regular reporting to the senior management team, Further, the Trustee has an oversight function over the management of the Fund to safeguard the interests of Unit Holders. The performance of any unit trust fund depends on the experience, knowledge and expertise of the manager. Any error in the investment techniques and processes adopted by the manager may have an adverse impact on the fund’s performance. The Manager seeks to mitigate this risk by implementing a consistent and structured investment process, systematic operational procedures and processes along with stringent internal controls. 12 Liquidity Risk Liquidity refers to the ease of liquidating an investment of a security at or near its fair value depending on the investment’s volume traded in the market. A unit trust fund holding many securities that are illiquid, or difficult to dispose of, will have its value depressed when it has to sell these securities at a discount to their fair value. This risk is mitigated through a systematic security selection process and portfolio diversification. Operational Risk The performance of a unit trust fund’s investment depends upon the proper functioning of both internal and external systems and processes. A market disruption event or system interruption can also impact processes when there is an interruption in the flow of information needed for making qualified decisions in managing the unit trust fund. These disruptions may impact the performance of the unit trust fund, the settlement of trades in the unit trust fund and may also affect the investor's transactions with the unit trust fund. The Manager has put in place internal controls to manage some of these disruptions such as business continuity plans. However, investors should note that not all circumstances can be prepared for nor anticipated. In such circumstances, the Manager in consultation with the Trustee will take appropriate measures to safeguard the Unit Holders’ interests. SPECIFIC RISKS ASSOCIATED WITH THE TA GLOBAL TECHNOLOGY FUND Many companies in the technology sector are smaller companies and are therefore also subject to the risks attendant on investing in such companies set out above. The development of these sector-specific investments may differ from the general stock exchange trend. Securities of smaller companies may be less liquid than the securities of larger companies, as a result of inadequate trading volume or restrictions on trading. Securities in smaller companies may possess greater potential for capital appreciation, but also involve risks, such as limited product lines, markets and financial or managerial resources. Trading in such securities may be subject to more abrupt price movements than trading in the securities of larger companies. Market Risk Market Risk refers to the risk that the value of a stock/share, bonds/ sukuk or any other security will be reduced by market activity. The volatility in the change in market activity can be caused by factors such as inflation, changes in government policies, interest rates and exchange rates. This is a basic risk associated with all securities. Such volatility in the change in market activity will cause the NAV or prices of Units to fall as well as rise, and income produced by the Fund may also fluctuate. An example of this would be the 1998 Asian financial crisis. In assessing market risk, the investment managers will keep a close watch on the financial markets to pick up potential adverse movements in these markets. Country Risk The value of the assets of the Fund may be affected by uncertainties such as currency repatriation restrictions, other developments in the law or regulations, and the political and economic conditions of the countries in which the Fund is invested in. Careful consideration shall be given to risk factors such as liquidity risk, political and economic environment of the countries before any investments are made. Currency Risk The Fund invests in a Target Fund which may be denominated in a different currency as compared to the Fund, and hence is exposed to foreign currency risks. The NAV of the Fund may be affected favorably or unfavorably by exchange control regulations or changes in exchange rates between RM and the relevant foreign currency. Fluctuation in exchange rate will affect the value of the Fund’s foreign investments when converted into the local currency and subsequently the value of Unit Holders’ investments. Sector Investment Risk The Fund is a feeder fund which invests nearly all of its assets in the Target Fund. As the Target Fund only invests in a specific sector i.e., technology, the Target Fund may be more vulnerable to factors associated with the sector it is invested in. Any material changes associated with the technology sector 13 may have an adverse impact on the NAV of the Target Fund which in turn will affect the performance of the Fund. Regulatory Risk Trading and settlement practices of some of the markets in which the Fund may invest may not be the same as those in more developed markets, and this may increase settlement risk and/or result in delays in realising investments made by the Fund. In addition, the Fund will be exposed to credit risk on parties with whom it trades and will bear the risk of settlement default. The Trustee may also be instructed by the Manager to settle transactions on a delivery free of payment basis where the Manager believe and the Trustee agrees that this form of settlement is common market practice. Investors should be aware that this may result in a loss to the Fund if a transaction fails to settle, and the Trustee will not be liable to the Fund for such loss. External Fund Manager’s Risk The Fund is a feeder fund which invests nearly all its assets in the Target Fund. The performance of the Fund very much depends on the performances of the Target Fund. As the investment management function of the Target Fund is conducted by the Investment Manager of the Target Fund, the Manager has no control over the investment technique, knowledge or management expertise of the Investment Manager of the Target Fund. In the event of mismanagement of the investments by the Investment Manager of the Target Fund, the NAV of the Fund will be adversely affected as the performance of the Fund is directly related to the performance of the Target Fund. SPECIFIC RISKS ASSOCIATED WITH THE TARGET FUND As this is a Feeder Fund, there are some risks relating and inherent to the Target Fund, these risks are explained below: Sector Investment Risk The value of the shares in the Target Fund may be susceptible to factors affecting technology-related industries and to greater risk and market fluctuation than investment in a broader range of portfolio securities covering different economic sectors. Regulatory Risk Technology, technology-related, healthcare and telecommunications industries may also be subject to greater government regulation than many other industries. Accordingly, changes in government policies and the need for regulatory approvals may have a materially adverse affect on these industries. Developing Technology Risk Additionally, these companies may be subject to risks of developing technologies, competitive pressures and other factors as well as a relatively high risk of obsolescence caused by scientific and technological advances and are dependent upon consumer and business acceptance as new technologies evolve. Smaller Company Risk Many companies in the technology sector are smaller companies and are therefore also subject to the risks attendant on investing in such companies. Securities in smaller companies may possess greater potential for capital appreciation, but also involve risks, such as limited product lines, markets and financial or managerial resources. Trading in such securities may be subject to more abrupt price movements than trading in the securities of larger companies. The development of these sector-specific investments may differ from the general stock exchange trend. Market Risk The value of investments in the Target Fund can fluctuate because of fluctuations in the performance of the capital markets that may be affected by changes in the economic and market environment or other events. These events are (but not limited to) changes in exchange control regulations, tax laws, economic or monetary policies and other applicable laws and regulations. 14 Country Risk Investments in emerging markets may be more volatile than investments in more developed markets. Some of these markets may have relatively unstable governments, economies based on only a few industries and securities markets that trade only a limited number of securities. Many emerging markets do not have well-developed regulatory systems and disclosure standards may be less stringent than those of developed markets. The risks of expropriation, nationalisation and social, political and economic instability are greater in emerging markets than in more developed markets. Currency Risk The value of the investments in the Target Fund are denominated in different foreign currencies and may be favourably or unfavourably affected by the fluctuations in the exchange rate of the currency in which that investments are denominated in against the base currency of the Target Fund. The increase or decrease in the currency exchange rates may cause losses or profits for the investment in the currency they are denominated in. THE ABOVE SHOULD NOT BE CONSIDERED TO BE AN EXHAUSTIVE LIST OF THE RISKS WHICH POTENTIAL INVESTORS SHOULD CONSIDER BEFORE INVESTING INTO THE FUND. POTENTIAL INVESTORS SHOULD BE AWARE THAT AN INVESTMENT IN THE FUND MAY BE EXPOSED TO OTHER RISKS OF AN EXCEPTIONAL NATURE FROM TIME TO TIME. YOU SHOULD RELY ON YOUR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF AN INVESTMENT. YOU SHOULD READ AND UNDERSTAND THE CONTENTS OF THE PROSPECTUS AND, IF NECESSARY, CONSULT YOUR ADVISOR(S) BEFORE MAKING AN INVESTMENT DECISION. 15 5. THE FUND INVESTMENT OBJECTIVES, POLICIES AND STRATEGIES Investment Policy of the Fund As the Fund is a feeder fund, the investment of the Fund will consist of a single collective investment scheme (the Target Fund). The Manager will monitor the investment objective of the Target Fund to ensure that it is consistent with the investment objective of the Fund Objective of the Fund The Fund aims to seek long term capital appreciation by investing in a collective investment scheme which invests mainly in a globally diversified portfolio of technology related companies. Any material changes to the Fund’s investment objective would require Unit Holders’ approval. Investment Strategy of the Fund A minimum of 95% of the fund’s NAV will be invested in the Henderson Horizon Fund – Global Technology Fund (“the Target Fund”), with the balance in liquid assets. The Target Fund aims to take advantage of market trends internationally. The Target Fund takes a geographically diversified approach and operates within broad asset allocation ranges. There are no specified limits on the amounts that the Target Fund can or must invest in any geographical region or single country. The Manager may adopt a defensive strategy temporarily by maintaining high liquid asset/cash weighting that may be inconsistent with the Fund’s principal investment and asset allocation strategy. The defensive strategy may be necessary to protect the Fund’s investment in response to adverse market, economic, political, or any other conditions. As a result, the Fund’s performance may diverge from the Target Fund’s return and tracking error may increase. Please refer to page 20 for information on the Target Fund. If and when the Manager considers the investment in the Target Fund is unable to meet the objective of the Fund, the Manager may choose to replace the Target Fund with another collective investment scheme that is deemed more appropriate. The Manager will seek Unit Holders’ approval before any such changes are made. SHOULD THE MANAGER DECIDE TO INVEST IN ANOTHER COLLECTIVE INVESTMENT SCHEME OTHER THAN THE TARGET FUND FOR ANY REASON WHATSOEVER, UNIT HOLDERS’ APPROVAL WILL NEED TO BE OBTAINED. INVESTING IN THE FUND IS NOT THE SAME AS PLACING MONEYS IN A DEPOSIT WITH A FINANCIAL INSTITUTION. THERE ARE RISKS INVOLVED, AND YOU SHOULD RELY ON YOUR OWN EVALUATION TO ASSESS THE MERITS AND RISKS WHEN INVESTING IN THE FUND. ASSET ALLOCATION The asset allocation of the Fund is as follows: • Minimum of 95% of its NAV in Target Fund • Up to 5% of its NAV in liquid asset. 16 FUND CATEGORY, TYPE AND PERFORMANCE BENCHMARK Category / Type of Fund Feeder Fund (Global Equity) / Growth Performance Benchmark MSCI All Countries World Information Technology Index The MSCI ACWI/ Information Technology Index has been adopted as the performance benchmark for the Fund as it is the performance benchmark adopted by the Target Fund. The Target Fund has adopted the MSCI ACWI/ Information Technology Index as the performance benchmark because the investment universe of the Target Fund has significant coverage of the MSCI ACWI/ Information Technology Index. In respect of market capitalization, approximately 90% of the constituents of the MSCI ACWI/ Information Technology Index are covered. The investment universe of the Target Fund is large and due to the constant innovations in the sector that are constantly changing, the investment universe of the Target Fund will encompass information technology and adjacent markets such as telecommunications, media and alternative energy, however, the main focus will be information technology. Source of Performance Benchmark Lipper, a Thomson Reuters Company The performance benchmark of the Fund is available on our website at www.tainvest.com.my. PERMITTED INVESTMENTS Unless otherwise prohibited by the relevant authorities or any relevant law and provided always that there are no inconsistencies with the objective of the Fund, the Fund may invest in the following: 1. All types of collective investment schemes including unlisted and listed unit trusts that are regulated and registered / authorised / approved by the relevant authorities in their home jurisdiction; 2. Malaysian currency deposits and placement of money at call with any banks; 3. Malaysian currency balances in hand, Malaysian currency deposits with commercial banks, finance companies, investment banks and Bank Islam Malaysia Berhad including Negotiable Certificates of Deposit and placement of money at call with investment banks; 4. Foreign currency deposits; 5. Foreign exchange spot, forward and futures contracts; and 6. Any other form of investments as may be permitted by the relevant authorities from time to time. INVESTMENT RESTRICTIONS AND LIMITS The Fund will be managed in accordance with the following list of investment restrictions and limits: • The Target Fund has to be regulated and registered or authorised or approved by the relevant 17 regulatory authority in its home jurisdiction; • The Target Fund has to be managed by another management company or fund manager; • The Fund may not invest in: (a) a Fund of Funds; (b) a Feeder Fund; and (c) any sub-fund of an umbrella scheme which is a Fund of Fund or a Feeder Fund. ONCE THE RELEVANT LIMIT IS BREACHED, NO FURTHER ACQUISITION OF THE PARTICULAR SECURITIES INVOLVED SHALL BE MADE. IN THE CASE OF THE BREACH OF REGULATORY RESTRICTIONS, WE SHALL TAKE ALL NECESSARY STEPS AND ACTIONS TO RECTIFY THE BREACH AS REQUIRED UNDER APPLICABLE LAWS OR AS DIRECTED BY THE REGULATORS. IN THE CASE OF BREACH OF OTHER RESTRICTIONS SUCH AS RESTRICTIONS IMPOSED BY INTERNAL POLICIES, WE WILL TAKE STEPS AND ACTIONS TO RECTIFY THE BREACH WITHIN A REASONABLE PERIOD AS WE DEEM NECESSARY. RISK MANAGEMENT STRATEGIES Risk management with an emphasis on portfolio diversification forms an integral part of our investment strategy and process. As the Fund is a feeder fund, the Manager will not be able to employ the aforementioned risk management strategy. The Target Fund, however, employs some form of portfolio diversification as it invests in a globally diversified portfolio of technology-related companies. As the Target Fund is denominated in a different currency, there are risks associated with currency volatility. The Manager usually does not hedge their foreign currency exposure on a daily basis unless it will assist in mitigating adverse currency movements. However, the Manager may adopt a defensive strategy temporarily by maintaining a higher liquid asset / cash weighting that may be inconsistent with the Fund’s principal investment and asset allocation strategy. This defensive strategy may be necessary to protect the Fund’s investments in response to adverse market, economic, political, or any other conditions. As a result, the Fund’s performance may diverge from the Target Fund’s return and tracking error may increase. In addition, subject to SC’s approval, we may choose to replace the Target Fund with another fund of similar objective if it is in the interest of the Unit Holders to do so or in our view, the Target Fund no longer meet the Fund’s objective. In addition to the above, the Fund is monitored and overseen by the Investment Committee. The Investment Committee serves to monitor the performance of the Fund and ensure the Fund is managed according to the investment restrictions and limits, the Guidelines and the relevant laws. YOU SHOULD RELY ON YOUR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF AN INVESTMENT. YOU SHOULD READ AND UNDERSTAND THE CONTENTS OF THE PROSPECTUS AND, IF NECESSARY, CONSULT YOUR ADVISOR(S) BEFORE MAKING AN INVESTMENT DECISION. INVESTMENT IN THE FUND IS NOT THE SAME AS PLACING FUNDS IN A DEPOSIT WITH A FINANCIAL INSTITUTION. THERE ARE RISKS INVOLVED, AND YOU SHOULD RELY ON YOUR OWN EVALUATION TO ASSESS THE MERITS AND RISKS WHEN INVESTING IN THE FUND. VALUATION OF THE FUND Valuation Point The Fund must be valued at least once every Business Day. 18 The Fund adopts a forward pricing basis which means that prices of a Unit will be calculated based on the NAV of the Unit at the next valuation point. As the value of the Fund’s investment in the Target Fund at the close of a Business Day will only be determined the following Business Day (because the Target Fund is a foreign fund), the valuation of the Units in respect of a particular Business Day can only be carried out on the following Business Day (T + 1). Accordingly, if applications for Units or requests for redemption are received before the cut-off time of 4.00 p.m. on a Business Day, say, Tuesday, the price of the Units in respect of those applications and requests will be calculated based on the valuation of the Units done on Wednesday (if this is the following Business Day). Prices of the Units will be published on the day following the valuation which resulted in the said prices. Accordingly, applications for Units or requests for redemption received before the cut-off time of 4.00 p.m. on the Business Day of, for example, Tuesday, the applicable prices for those applications and requests will be the prices published on Thursday (assuming Wednesday is a Business Day) (T + 2). Illustration: For example, at the end of the Business Day of 9 May 2011, the valuation of the NAV will be done on the next Business Day in which the Manager is open for business, i.e. 10 May 2011. Accordingly, prices of the Units for 9 May 2011 will be published in the newspapers on 11 May 2011. Information on the price of Unit for this Fund is available on our website www.tainvest.com.my or you may contact our offices, the telephone numbers of which are available in the Corporate Directory section of this Prospectus. Unit prices are also published daily in major newspapers. BASES OF VALUATION FOR THE FUND In undertaking any of its investments, the Manager will ensure that all the assets of the Funds are valued in accordance with their respective asset classes and will be valued at fair value in compliance with the Guidelines and relevant laws at all times. The bases of valuation of the respective asset classes of the Fund are as follows: Collective Investment Schemes The valuation of each unit or share in any collective investment scheme will be based on the valuation point of such collective investment scheme that is the last published repurchase price per unit or share of such collective investment scheme. The last published price will be obtained from the fund administrator of the Target Fund. Cash / Liquid Assets Cash and amounts held in deposits / liquid assets placed with financial institutions are valued each day by reference to the nominal values and the accrued interest thereon for the relevant period. POLICY ON GEARING The Fund is not permitted to borrow cash or other assets (including the borrowing of securities within the meaning of the Guidelines on Securities Borrowing and Lending) in connection with its activities. However, the Fund may borrow cash for the purpose of meeting redemption requests for Units and for short-term bridging requirement. Such borrowings are subject to the following: • the Fund’s borrowing is only on a temporary basis and that borrowings are not persistent; • the borrowing period should not exceed a month; 19 • the aggregate borrowings of the Fund should not exceed 10% of the Fund’s NAV at the time the borrowing is incurred; and • the Fund may only borrow from financial institutions. THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OBJECTIVE OF THE FUND WILL BE REALISED. YOU SHOULD RELY ON YOUR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF AN INVESTMENT. YOU SHOULD READ AND UNDERSTAND THE CONTENTS OF THE PROSPECTUS AND, IF NECESSARY, CONSULT YOUR ADVISORS. INVESTORS’ PROFILE The Fund is suitable for investors who: • seek long-term capital appreciation through global equity markets. • want to have exposure to a specific segment of the global economy. • aim high returns over the long-term, but may be subject to fluctuations in capital values. Note: We consider a period of more than 5 years as long-term. 20 6. INFORMATION OF THE TARGET FUND – HENDERSON HORIZON FUND - GLOBAL TECHNOLOGY FUND This section of the Prospectus provides you with information regarding the Target Fund and the people behind the management of the Target Fund as extracted from the prospectus of the Target Fund save for certain additional information included by Investment Manager of the Target Fund. All capitalised terms and expressions used in this section in reference to the Target Fund shall, unless the context otherwise requires, have the same meanings ascribed to them in the prospectus of the Target Fund dated 15 September 2010. STRUCTURE OF THE HENDERSON HORIZON FUND – GLOBAL TECHNOLOGY FUND (“THE TARGET FUND”) The Target Fund, Henderson Horizon Fund – Global Technology Fund is a sub-fund of HENDERSON HORIZON FUND (“the Company”), an investment company with variable capital authorised under Part I of the Luxembourg law of 20 December 2002. The Company is an open ended investment company organised as a société anonyme under the laws of the Grand Duchy of Luxembourg and qualifies as a SICAV (“société d'investissement à capital variable”). The Company was incorporated in Luxembourg on 30 May 1985 pursuant to the Luxembourg laws of 10 August 1915 on commercial companies (as amended) and is qualified as an Undertaking for Collective Investment in Transferable Securities (“UCITS”) under Part I of the law of 20 December 2002 regarding undertakings for collective investment. The Articles of the Target Fund were first published in the Mémorial on 20 June, 1985. Amendments to the Articles were published in the Mémorial on 2 September 1989, 16 October 1997, 23 November 2001, 10 February 2004, 15 April 2005 and 31 October 2007 respectively. The consolidated version of the Articles of Incorporation has been deposited at the Registre de Commerce et des Sociétés de Luxembourg where it is available for inspection and where copies may be obtained. The Company has appointed Henderson Fund Management (Luxembourg) S.A. as its management company. The diagram below provides a brief overview of the management structure of the Target Fund. Henderson Group plc Henderson Management SA [Investment Advisor1] Henderson Global Investors Limited [Investment Manager3] Henderson Fund Management (Luxembourg) SA [Management Company2] 100% 100% 100% 21 1 Appointed by Henderson Horizon Fund under a fund management and advisory agreement. 2 Appointed by Henderson Horizon Fund under a fund management and advisory agreement. 3 Appointed by the Management Company under an investment management agreement. Regulatory Authority Commission de Surveillance du Secteur Financier (Luxembourg Financial Supervisory Authority) Applicable Legislation Part 1 of the Luxembourg Law of 20 December 2002 relating to undertakings for collective investment as amended from time to time. THE INVESTMENT MANAGER OF THE TARGET FUND Henderson Fund Management (Luxembourg) S.A. (“Management Company”) has been appointed by the Company to act as its management company. The Management Company is authorised to act as fund management company in accordance with Chapter 13 of the law of 20 December 2002. Henderson Management S.A. (“Investment Advisor”) has been appointed by the Company to advise it with respect to the investment of the monies raised by it. Both the Management Company and the Investment Advisor are part of Henderson Group, a substantial financial services company listed in the United Kingdom and Australia. The Company has signed a fund management and advisory agreement (the “Fund Management and Advisory Agreement”) with the Management Company and the Investment Advisor. Under this agreement, the Management Company was entrusted with the day-to-day management of the Fund, with the responsibility for the Management Company to perform directly or by way of delegation all operational functions relating to the Company’s investment management, administration, and marketing and distribution of the funds. On the other hand, under this agreement, the Investment Advisor was entrusted with advisory functions without power to enter into any investment transaction on behalf of or in any other way to bind the Company or the Management Company. In agreement with the Company, the Management Company has decided to delegate several of its functions as is further described in this Prospectus. Henderson Global Investors Limited is authorised and regulated by the Financial Services Authority (“FSA”), United Kingdom and has been appointed by the Management Company under an investment management agreement dated 19 November 2001 (the ‘Investment Management Agreement’) as amended by a Novation Agreement dated 31 March 2005 to provide investment management services to the Management Company in respect of all Funds and under a distribution agreement dated 19 November 2001 (the ‘Distribution Agreement’) to procure and co-ordinate the sale of Shares. By way of an adherence and amendment agreement, the Management Company has become a party to the Distribution Agreement previously entered into by the Company. A summary of the agreements appears under ‘Further Information’ below. The Investment Manager and Distributor is part of Henderson Group, an international financial services company. Henderson Global Investors was originally established in 1934 to manage the financial affairs of the Henderson family and provides investment and administration services to a wide range of clients including investment trusts, pension funds, unit trusts, open ended investment companies, private clients and international offshore funds. Assets under management totalled £61.6 billion as at 31 December 2010. The management of the assets of the Company and the compliance by the Company with the overall investment policy and investment restrictions are organised under the control and the ultimate responsibility of the Directors. The Company has delegated to the Management Company the duty to monitor compliance by the Company with its investment restrictions. 22 The Target Fund was incepted on 16 October 1996. As at 31 January 2011 the fund size of the Target Fund is US$ 1.86 billion INVESTMENT OBJECTIVE OF THE TARGET FUND The investment objective of the Henderson Horizon Fund – Global Technology Fund is to seek long-term capital appreciation by investing in a globally diversified portfolio of technology-related companies. INVESTMENT POLICY & STRATEGY OF THE TARGET FUND The Target Fund’s Investment Strategy The investment objective of the Target Fund is to seek long-term capital appreciation by investing in a globally diversified portfolio of technology-related companies. The Target Fund aims to take advantage of market trends as they move from one region of the globe to another. The Investment Manager of the Target Fund’s investment philosophy is based on the understanding that technological innovation generates powerful investment themes. In view of this, a process that combines thematic emphasis with stock selection skills is more likely to produce superior returns over the long term. The Investment Manager of the Target Fund believes that the prospects for technology companies are often misunderstood and valuations are frequently taken to inappropriate levels, a trend which we expect to continue. The Investment Manager of the Target Fund exploits this market inefficiency through: • Fundamental analysis by skilled and experienced fund managers with sub-sector specialisation on a global basis • An understanding of what moves stock prices, with particular focus on valuation and the various cyclical factors at play in the technology sector, including product cycles, economic cycles, inventory cycles and seasonality • Analysis of the psychology of market participants and the market distortion this can cause. From this the Investment Manager of the Target Fund identifies investment opportunities where: • Major technological/structural barriers to entry exist • Growth will be higher or persist longer than assumed by the market • Near-term expectations are incorrect • Value is underappreciated. The Investment Manager of the Target Fund’s fund managers generate ideas by visiting and meeting companies, through broker research, in maintaining industry contacts and via various trade publications. Research is principally qualitative; at least 90% of research is fundamental. Some quantitative research is monitored, in terms of valuation screening, but this amounts to less than 10% of the research conducted by the team. Fund managers spend at least 80% of their time on research. These fund managers have roles as stock analysts in specific technology sub-sectors in which they are deemed specialists, but they also take a perspective on technology as a whole to collectively develop investment themes, define sub-sector weights and construct individual portfolios. The Investment Manager of the Target Fund uses sell-side broker research to provide them with a flow of current financial and industry views. The Investment Manager of the Target Fund’s primary interest in this research is not the buy/hold/sell recommendation, but the qualitative and quantitative analysis behind the 23 recommendation. The Investment Manager of the Target Fund uses this to assess the relative merits of companies within the technology sector and the expectations of the market for those companies. Where appropriate, the Investment Manager of the Target Fund will use survey data and independent industry-specific sector reviews to help them determine where their views differ from consensus, in order for them to take advantage of market expectations that they feel are overly optimistic or pessimistic. The investment process is predominantly bottom up, with thematic and behavioural finance overlays. Thorough fundamental stock analysis is key to the process and there is a particularly close focus on valuation. Country and sub-sector weightings are driven primarily by the stock selection process, but also by thematic considerations, although aggregate exposure levels are monitored for risk control purposes. The Investment Manager of the Target Fund’s team aim is complete global analysis, with each team member specialising in a number of global sub-sectors. One of the fundamentals of technology investment is Moore’s Law. This states that the density of transistors on a semiconductor chip approximately doubles every 18 months. Put simply, this means that semiconductors get twice as fast, or half the size, or half the cost every 18 months. This has two effects. First, new products become technologically possible as processing power increases over time. Second (and more importantly), these new products rapidly decline in size and cost, making them smaller and more affordable, driving mass market adoption. Source: Henderson Global Investors, as at 31 December 2009 The Investment Manager of the Target Fund’s investment process interrelates fundamental stock analysis with their work on cyclical and thematic factors. This leads to portfolio construction which is subject to careful risk analysis. Source: Henderson Global Investors, as at 31 December 2009 A g e o f T e c h n o lo g y M o o re ’s L a w e n s u r e s a s te a d y f lo w o f n e w p ro d u cts h e re . . . Em e r g in g C o n so l id a t in g D o m in an t C om m o d i t is in g C om m o d i t is e d ‘H o t B o x ’ B le e d in g E d g e G r o w th M a tu re /D e c l in e Cyclical and thematic analysis Stocks analysis Risk analysis Portfolio construction Execution 24 The Investment Manager of the Target Fund’s team employs a ‘bottom-up’ stock-picking approach with thematic overlay, taking into account specific sectors and end markets. Each monitored stock is given a rating of between 1 and 5, with 1 being the most attractive. The main factors that determine a stock’s rating are: • Valuation • Balance sheet • Market opportunities and competitive positioning • Barriers to entry and their sustainability • Factors such as earnings growth and momentum • The potential of themes a company is exposed to • Downside risk probability and impact • Technical/sentiment factors. Each stock is subjected to rigorous analysis to determine its potential to deliver the best returns for investors. Historical performances are scrutinised and growth prospects are assessed. The Investment Manager of the Target Fund’s managers rely heavily on their own research, conducting regular company visits to evaluate the quality of operations and management and continuously monitor corporate and sector developments through stockbroker reports and the trade press. The Investment Manager of the Target Fund’s team periodically identifies ‘themes’ (for example, focusing on a specific product, like data storage, or a more general idea, like e-commerce) to centre the portfolio on, based on their expected growth and probability profiles. The Investment Manager of the Target Fund’s objective is to benefit from the difference between the consensus market view on a particular theme and their own. The Target Fund spreads its investments over a broad range of stocks and sub-sectors of the technology market, thereby reducing the risks associated with any individual company or sector. Before a security is selected for the portfolio, the Investment Manager of the Target Fund uses valuation metrics to check that stocks meet required criteria. For example, the Investment Manager of the Target Fund measures stocks on a free-cash-flow basis. The Investment Manager of the Target Fund’s investment style is one of active management with a modest bias towards growth. The process consists of five principal components: • analysis of industry structure • analysis of a company’s financials • analysis of a company’s positioning within its industry • assessments made in relation to valuation • technical indicators. Industry structure Examining industry structure involves an analysis of how competitive the particular market is, in addition to market size and growth rate. The level of competition within a given market is a function of the level of barriers to entry that prevail. A market with high barriers to entry is likely to have fewer participants and more attractive characteristics than one with low barriers. The analyst identifies what barriers exist and how sustainable they are. Barriers to entry may include intellectual property, regulatory requirements, legal requirements and capital needs. 25 The Investment Manager of the Target Fund also assesses market size and projected growth, consider cyclical growth factors and if pricing is regulated or freely determined by market forces. The positioning of a particular company within an industry is assessed from both a financial and operational standpoint. Company financials This involves a number of steps, such as ascertaining the long-term capital structure and working capital trends. The Investment Manager of the Target Fund also reviews the profit and loss statement (P&L). From the P&L statement gross and operating margin trends can be evaluated. Lastly, the cash flow statement is used in the financial analysis process. The company’s earnings trends should be reflected by cash flow, with any material deviations investigated further. The analysts will evaluate the company’s investment – capital expenditure (capex) and research and development (R&D) – level within the context of its business and look at whether the company is spending at an appropriate level for its industry sector. Increasing free cash flow will generally be regarded favourably, provided it is not a result of underinvestment. The ratio of capex to depreciation is also assessed and any material deviation explained. Positioning The Investment Manager of the Target Fund also analyses a company’s operations, in addition to its financials. The process involves an assessment of the company’s competitive positioning within its industry. Areas of strength and weakness are identified and opportunities and threats to the company are also evaluated. Within this process, the analyst considers many aspects, including management quality, sales force structure, customer diversification, R&D capability, track record in meeting targets, scale and available capacity. The level of historical and potential long-term organic growth is compared to what the company has made or is likely to make via acquisitions. Valuation The penultimate step of the process of stock analysis is an assessment of the stock’s valuation and how attractive it is relative to the company’s fundamentals. The dominant valuation methodology varies according to the nature of the business the company is involved in as well as the company’s stage of evolution. For example, an analyst may pay more attention to traditional measures such as P/E (price-toearnings) ratio and P/E to growth ratios in some instances and enterprise value or market capitalisation to revenue or free cash flow in others. This is particularly true in the case of companies with cyclical earnings. The analyst will not necessarily identify stocks of cyclical companies with low P/E ratios as being attractive. This could be due to the company generating peak earnings at this point which are likely to fall in the near future, rendering the stock unattractive. There are no hard rules and valuation involves analysts using qualitative sources of information, as well as standard quantitative input. Irrespective of the measure chosen, the analyst will compare the stock’s valuation with companies in its peer group and relative to the market overall. Technical/sentiment factors Technical factors are assessed within three main categories: • Earnings momentum – sell-side earnings revisions trends are monitored. Sell-side analysts tend to react gradually to changes in a company’s fundamentals, with trends in earnings often persisting for some time. Changes in consensus estimates can act as a catalyst for stock prices. • Contrarian analysis – the percentage of buy and sell ratings on a stock are noted. Very popular or ignored stocks may already have fundamentals reflected in their price. • Technical analysis – relative strength indicators are used to assess whether stocks have become overbought on good news or oversold on bad news. A purchase or sale may be delayed on these grounds. 26 Risk profile • There is no guarantee that investors will get back the invested amount given that the value of investments is subject to market conditions and therefore may go down as well as up. • The performance of the value of the Company and its Funds is primarily a comparison of the net asset values per Share at the beginning and the end of a particular period of time. Hence, an investor in order to assess the actual performance of his investment in the Company must deduct from the performance declared at a certain time any subscription fee paid by him when making his investment in the Company. • The value of an investment in the Company will be affected by fluctuations in the value of the currency of denomination of the relevant Fund's Shares against the value of the currency of denomination of that Fund's underlying investments. Adverse fluctuations in currency exchange rates can result in a decrease in return and in a loss of capital. • The Global Technology Fund may use techniques and instruments for hedging purposes only to protect portfolios against currency fluctuation, market movements and interest rates risks. The use of any of these derivative instruments will not reach a volume which could endanger the spirit of the investment policy. • Investors should note that in certain market conditions, securities held by the Global Technology Fund may not be as liquid as they would be in normal circumstances. If a security cannot be sold in a timely manner then it may be harder to attain a reasonable price and there is a risk that the price at which the security is valued may not be realisable in the event of sale. The Global Technology Fund may therefore be unable to readily sell such securities. INVESTMENT RESTRICTIONS OF THE TARGET FUND 1. The investments of the Target Fund shall consist of: a) Transferable securities and money market instruments admitted to official listings on stock exchanges in Member States of the European Union (the “EU”), b) Transferable securities and money market instruments dealt in on other regulated markets in Member States of the EU, that are operating regularly, are recognised and are open to the public, c) Transferable securities and money market instruments admitted to official listings on stock exchanges in any other country in Eastern and Western Europe the American continent, Asia, Oceania and Africa, d) Transferable securities and money market instruments dealt in on other regulated markets that are operating regularly, are recognised and open to the public of any other country in Eastern and Western Europe, the American Continent, Asia, Oceania and Africa, e) Recently issued transferable securities and money market instruments provided that the terms of the issue include an undertaking that application will be made for admission to the official listing on one of the stock exchanges as specified in a) and c) or regulated markets that are operating regularly, are recognised and open to the public as specified in b) and d) and that such admission is secured within a year of issue, f) Units of UCITS and/or other undertakings for collective investment (“UCIs”) within the meaning of Article 1(2), first and second indents of Directive 85/611/EEC, as amended, whether they are situated in a Member State or not, provided that: • such other UCIs are authorized under laws which provide that they are subject to supervision considered by the Commission de Surveillance du Secteur Financier (“CSSF”) to be equivalent to that laid down in Community law, and that cooperation between authorities is sufficiently ensured; • the level of protection for unit holders in the other UCIs is equivalent to that provided for unit holders in a UCITS, and in particular that the rules on asset segregation, borrowing, lending, and 27 uncovered sales of transferable securities and money market instruments are equivalent to the requirements of Directive 85/611/EEC, as amended; • the business of the other UCIs is reported in half-yearly and annual reports to enable an assessment to be made of the assets and liabilities, income and operations over the reporting period; • no more than 10 % of the UCITS’ or the other UCIs’ assets (or of the assets of any sub-fund thereof, provided that the principle of segregation of liabilities of the different compartments is ensured in relation to third parties), whose acquisition is contemplated, can, according to their constitutional documents, be invested in aggregate in units of other UCITS or other UCIs; g) deposits with credit institutions which are repayable on demand or have the right to be withdrawn, and maturing in no more than 12 months, provided that the credit institution has its registered office in an EU Member State or, if the registered office of the credit institution is situated in a non-Member State, provided that it is subject to prudential rules considered by the CSSF as equivalent to those laid down in Community law; h) financial derivative instruments, including equivalent cash-settled instruments, dealt in on a regulated market; and/or financial derivative instruments dealt in over-the-counter (‘OTC derivatives’), provided that: • the underlying consists of instruments described in sub-paragraphs (a) to (g) of this section above, financial indices, interest rates, foreign exchange rates or currencies, in which the Company may invest according to its investment objectives; • the counterparties to OTC derivative transactions are institutions subject to prudential supervision, and belonging to the categories approved by the CSSF and; • the OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time, at their fair value, at the Company’s initiative; i) money market instruments other than those dealt in on a regulated market, which fall under Article 1 of the 2002 Law, if the issue or issuer of such instruments is itself regulated for the purpose of protecting investors and savings, and provided that they are: • issued or guaranteed by a central, regional or local authority or central bank of an EU Member State, the European Central Bank, the EU or the European Investment Bank, a non- Member State or, in the case of a Federal State, by one of the members making up the federation, or by a public international body to which one or more Member States belong or; • issued by an undertaking any securities of which are dealt in on regulated markets referred to in subparagraphs (a), (b) or (c) of this section above, or; • issued or guaranteed by an establishment subject to prudential supervision in accordance with criteria defined by Community law, or by an establishment which is subject to and complies with prudential rules considered by the CSSF to be at least as stringent as those laid down by Community law or; • issued by other bodies belonging to the categories approved by the CSSF provided that investments in such instruments are subject to investor protection equivalent to that laid down in the first, the second or the third indent and provided that the issuer is a company whose capital and reserves amount to at least i10 million and which presents and publishes its annual accounts in accordance with Directive 78/660/EEC (1), is an entity which, within a group of companies which includes one or several listed companies, is dedicated to the financing of the group or is an entity which is dedicated to the financing of securitisation vehicles which benefit from a banking liquidity line. 28 2. Furthermore, the Target Fund may: Invest no more than 10% of its net assets in securities and money market instruments other than those referred to in sub-paragraph 1 (a) to (i) above. 3. The Target Fund may acquire the units of UCITS and/or other UCIs referred to in paragraph 1 (f) above, provided that in aggregate no more than 10% of the Target Fund’s total assets are invested in units of UCITS or other UCIs. When the Target Fund invests in the units of other UCITS and/or other UCIs that are managed, directly or by delegation, by the same investment manager or by the same management company or by any other company with which the investment manager or by the management company is linked by common management or control, or by a substantial direct or indirect holding (i.e. more than 10% of the capital or voting rights), that no subscription, redemption and/or management fees may be charged to the Company on its investment in the units of such other UCITS and/or UCIs. 4. The Target Fund may hold ancillary liquid assets. 5. The Target Fund may not invest in any one issuer in excess of the limits set out below: (a) Not more than 10% of the Target Fund’s net assets may be invested in transferable securities or money market instruments issued by the same entity; (b) Not more than 20% of the Target Fund’s net assets may be invested in deposits made with the same entity; (c) By way of exception, the 10% limit stated in the first paragraph of this Section above may be increased to: • a maximum of 35% if the transferable securities or money market instruments are issued or guaranteed by an EU Member State, by its local authorities, by a non-Member State or by public international bodies to which one or more Member States belong; • a maximum of 25% in the case of certain bonds when these are issued by a credit institution which has its registered office in an EU Member State and is subject by law to special public supervision designed to protect bond holders. In particular, sums deriving from the issue of these bonds must be invested in conformity with the law in assets which, during the whole period of validity of the bonds, are capable of covering claims attaching to the bonds and which, in the event of failure of the issuer, would be used on a priority basis for the reimbursement of the principal and payment of the accrued interest. When the Target Fund invests more than 5% of its net assets in the bonds referred to in this paragraph and issued by one issuer, the total value of these investments may not exceed 80% of the value of the net assets of the Target Fund. (d) The total value of the transferable securities or money market instruments held by the Target Fund in the issuing bodies in each of which it invests more than 5% of its net assets must not then exceed 40% of the value of its net assets. This limitation does not apply to deposits and OTC derivative transactions made with financial institutions subject to prudential supervision. The transferable securities and money market instruments referred to in the two indents of 5. (c) above shall not be taken into account for the purpose of applying the limit of 40% referred to in this paragraph. Notwithstanding the individual limits laid down in sub-paragraphs 5 (a) to (d) above, the Target Fund may not combine: - investments in transferable securities or money market instruments issued by a single entity, and/or - deposits made with a single entity, and/or 29 - exposures arising from OTC derivative transactions undertaken with a single entity, In excess of 20% of its net assets. When a transferable security or money market instrument embeds a derivative, the latter must be taken into account when complying with the requirements of the above mentioned restrictions. The limits provided for in sub-paragraphs 5 (a) to (d) above may not be combined, and thus investments in transferable securities or money market instruments issued by the same entity or in deposits or derivative instruments made with this entity carried out in accordance with paragraphs 5 (a) to (d) shall under no circumstances exceed in total 35% of the net assets of the Target Fund. Companies which are included in the same group for the purposes of consolidated accounts, as defined in accordance with Directive 83/349/ EEC or in accordance with recognized international accounting rules, are regarded as a single entity for the purpose of calculating the investment limits mentioned in sub-paragraphs 5 (a) to (d) above. The Target Fund may not invest cumulatively more that 20% of its net assets in transferable securities or money market instruments of the same group subject to restrictions 10.5. (a) and the three indents under 5. (d) above. Without prejudice to the limits laid down in paragraph 7 of this section below, the limit of 10% laid down in sub-paragraph 5 (a) above is raised to a maximum of 20% for investment in equity and/or debt securities issued by the same body when the aim of the investment policy of the Target Fund is to replicate the composition of a certain equity or debt securities index which is recognised by the CSSF, on the following basis: • the composition of the index is sufficiently diversified, • the index represents an adequate benchmark for the market to which it refers, • it is published in an appropriate manner. This limit is 35% where that proves to be justified by exceptional market conditions in particular in regulated markets where certain transferable securities or money market instruments are highly dominant. The investment up to this limit is only permitted for a single issuer. By way of derogation, the Target Fund is authorised to invest up to 100% of its net assets in different transferable securities and money market instruments issued or guaranteed by an EU Member State, its local authorities, by another member state of the OECD or public international bodies of which one or more EU Member States are members, provided that (i) such securities are part of at least six different issues and (ii) securities from any one issue do not account for more than 30% of the net assets of the Target Fund. For the avoidance of doubt, the total assets of the Target Fund, taking into account its total risk exposure, may not exceed 210% of its net asset value. 6. The Company may not invest in shares with voting rights enabling it to exercise significant influence over the management of the issuing body. 7. The Company may not: (a) Acquire more than 10% of the shares with non-voting rights of one and the same issuer. (b) Acquire more than 10% of the debt securities of one and the same issuer. (c) Acquire more than 25% of the units of one and the same undertaking for collective investment. 30 (d) Acquire more than 10% of the money market instruments of any single issuer. The limits stipulated in sub-paragraphs 7 (b), (c) and (d) above may be disregarded at the time of acquisition if, at that time, the gross amount of debt securities or of the money market instruments, or the net amount of securities in issue cannot be calculated. 8. The limits stipulated in paragraphs 6 and 7 above do not apply to: (a) Transferable securities and money market instruments issued or guaranteed by an EU Member State or its local authorities; (b) Transferable securities and money market instruments issued or guaranteed by a non-EU Member State; (c) Transferable securities and money market instruments issued by public international institutions to which one or more EU Member States are members; (d) Transferable securities held by the Target Fund in the capital of a company incorporated in a non-Member State investing its assets mainly in the securities of issuing bodies having their registered offices in that State, where under the legislation of that State such a holding represents the only way in which the Target Fund can invest in the securities of issuing bodies of that State. This derogation, however, shall apply only if in its investment policy the company from the non-Member State complies with the limits laid down in Articles 43, 46 and 48 (1) and (2) of the 2002 Law. Where the limits set in Articles 43 and 46 of the 2002 Law are exceeded, Article 49 shall apply mutatis mutandis; (e) Transferable securities held by the Company in the capital of subsidiary companies carrying on only the business of management, advice or marketing in the country where the subsidiary is located, in regard to the repurchase of units at unitholders’ request exclusively on its or their behalf. 9. The Company may always, in the interest of the shareholders, exercise the subscription rights attached to securities, which form part of its assets. When the maximum percentages stated in paragraphs 2 to 7 above are exceeded for reasons beyond the control of the Company, or as a result of the exercise of subscription rights, the Company must adopt, as a primary objective, sales transactions to remedy the situation, taking due account of the interests of its shareholders. 10. The Target Fund may borrow to the extent of 10% of its total net assets (valued at market value) provided these borrowings are made on a temporary basis. The Target Fund will not purchase securities while borrowings are outstanding except to fulfil prior commitments and/or to exercise subscription rights. However, the Company may acquire for the account of the Target Fund, foreign currency, by way of back-to-back loan. 11. The Company may not grant credit facilities nor act as guarantor on behalf of third parties, provided that for the purpose of this restriction (i) the acquisition of transferable securities, money market instruments or other financial investments referred to in sub-paragraphs 1 (f), (h) and (i) above, in fully or partly paid form and (ii) the permitted lending of portfolio securities shall be deemed not to constitute the making of a loan. 12. The Company undertakes not to carry out uncovered sales transactions of transferable securities, money market instruments or other financial instruments referred to in sub-paragraphs 1 (f), (h) and (i) above; provided that this restriction shall not prevent the Company from making deposits or carrying out accounts in connection with financial derivatives instruments, permitted within the limits referred to above. 13. The Company’s assets may not include precious metals or certificates representing them, commodities, commodities contracts, or certificates representing commodities. 31 14. The Company may not purchase or sell real estate or any option, right or interest therein, provided that the Company may invest in securities secured by real estate or interests therein or issued by companies which invest in real estate or interests therein. 15. The Target Fund may invest into China A-Shares will limit the investment into such shares to 35%** of its net asset value. 16. Additional investment restrictions applying to the Target Fund registered in Taiwan The Target Fund offered and sold in Taiwan shall be subject to the following additional restrictions: (a) Unless exempted by the Financial Supervisory Commission of the Executive Yuan (the ‘FSC’), the total value of open long positions in derivatives held by the Target Fund may not, at any time, exceed 40% (or such other percentage stipulated by the FSC from time to time) of the Target Fund’s net asset value; the total value of open short positions in derivatives held by each Fund may not, at any time, exceed the total market value of the corresponding securities held by the Target Fund; (b) The Company may not invest in gold, spot commodities, or real estate; (c) The Target Fund’s holdings in the securities listed on Mainland China securities exchanges may not, at any time, exceed 10% (or such other percentage stipulated by the FSC from time to time) of the Target Fund’s net asset value; (d) The total investment in the Target Fund by domestic investors in Taiwan shall not exceed a certain percentage stipulated by the FSC from time to time; and (e) The securities market of Taiwan may not constitute the primary investment region in the portfolio of the Target Fund. The investment amount of the Target Fund in the securities market of Taiwan shall not exceed a certain percentage stipulated by the FSC from time to time. The Company shall take the risks that it deems reasonable to reach the assigned objective set for the Target Fund; however, it cannot guarantee that it shall reach its goals given stock exchange fluctuations and other risks inherent in investments in transferable securities. ** This percentage is based on the policy of the CSSF as at the date of this Prospectus. If this percentage changes, the reference to 35% shall immediately be replaced by such higher or lower percentage as will correspond to the then current policy of the CSSF, the Prospectus being updated at the next possible occasion GENERAL POLICIES APPLICABLE TO THE TARGET FUND To the extent permitted by the Section ‘Investment Restrictions’ of this Prospectus, the Funds may also invest in either closed-ended or open-ended investment funds, or other transferable securities, including derivatives, which invest in, or provide a return linked to, any of the transferable securities that they are permitted to invest in. Financial Techniques and Instruments 1. The Company must employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of the portfolio; it must employ a process for accurate and independent assessment of the value of OTC derivative instruments. It must communicate to the CSSF regularly and in accordance with the detailed rules defined by the latter, the types of derivative instruments, the underlying risks, the quantitative limits and the methods which are chosen in order to estimate the risks associated with transactions in derivative instruments. 32 2. In addition, the Company is authorized to employ techniques and instruments relating to transferable securities and to money market instruments under the conditions and within the limits laid down by the CSSF. 3. When these operations concern the use of derivative instruments, these conditions and limits shall conform to the provisions laid down in the law. Under no circumstances shall these operations cause the Company to diverge from its investment policies and investment restrictions. 4. The Company will ensure that the global exposure of the underlying assets shall not exceed the total net value of the Target Fund. The underlying assets of index based derivative instruments are not combined to the investment limits laid down above. • When a transferable security or money market instrument embeds a derivative, the latter must be taken into account when complying with the requirements of the above-mentioned restrictions. • The exposure is calculated taking into account the current value of the underlying assets, the counterparty risk, future market movements and the time available to liquidate the positions. 5. Securities lending For the purposes of efficient portfolio management and in order to enhance growth, the Company and the Investment Manager have entered into a securities lending programme with BNP Paribas Securities Services as Securities Lending Agent. The Securities Lending Agent shall ensure that sufficient value and quality of collateral is held throughout the duration of the loans and collect the income earned in connection therewith. Securities lending may involve additional risk for the Company. The counterparties of such securities lending transactions will be highly-rated financial institutions specialised in this type of transaction and approved by the Investment Manager. Lending transactions may not be carried out on more than 50% of the aggregate market value of the securities in the portfolio of the Target Fund (unless the lending transaction may be terminated at any time). Eligible collateral may consist of cash, of short-term money market instruments with a residual maturity not exceeding 12 months, of securities issued or guaranteed by member states of the OECD, by their local authorities or of securities issued by supra-national institutions and organisations with EU, regional or worldwide scope. Cash collateral may, subject to such regulatory constraints as will apply from time to time, be reinvested. Cash collateral re-investment is at the risk of the Company. Cash collateral may, at present, only be invested in short-term highly rated (A1/P1) liquid money market instruments. The Company must be able at all times to realise the reinvestment of cash collateral. At the end of the transaction, the Company must be able at all times to pay back the cash corresponding to the amount of the collateral. Profits originating from the reinvestment of cash collateral and from the securities lending transactions are split between the Securities Lending Agent and the Company in accordance with common market practice. The part of the profits allocated to the Securities Lending Agent will constitute a part of the remuneration of the Securities Lending Agent. 6. Repurchase agreements 33 The Target Fund may from time to time enter into repurchase agreement transactions which consist of the purchase and sale of securities with a clause reserving the seller the right or the obligation to repurchase from the acquirer the securities sold at a price and term specified by the two parties in their contractual arrangement. In respect of repurchase agreement transactions, the Target Fund may act either as purchaser or seller. Its involvement in such transactions is, however, subject to the following rules: (a) the Target Fund may not buy or sell securities using a repurchase agreement transaction unless the counterparty in such transactions is a first class financial institution specialising in this type of transaction. (b) during the life of a repurchase agreement contract, the Target Fund concerned cannot sell the securities which are the object of the agreement, either (i) before the right to repurchase these securities has been exercised by the counterpart, or (ii) before the repurchase term has expired. The Company shall take care to ensure that the level of its exposure to repurchase agreement transactions is such that it is able, at all times, to meet its redemption obligations. The Company may enter, either as purchaser or seller, into repurchase agreements under the following conditions: (c) The Company may only transact with first Class financial institutions specialised in these types of transactions. 7. Risk associated with OTC Derivatives The counterparty risk on any transaction involving an OTC Derivative instruments may not exceed 10% of the assets of the Target Fund when the counterparty is a credit institution domiciled in the EU or in a country where the CSSF considers that supervisory regulations are equivalent to those prevailing in the EU. This limit is set at 5% in any other case. The Management Company’s delegates will continuously assess the credit or counterparty risk as well as the potential risk, which is for trading activities, the risk resulting from adverse movements in the level of volatility of market prices and will assess the hedging effectiveness on an ongoing basis. They will define specific internal limits applicable to these kinds of operations and monitor the counterparties accepted for these transactions. 8. Collateral for OTC derivative instruments For the purpose of calculating the limits in paragraph 5 (d) under the “Investment Restrictions of the Target Fund” section and paragraph 7 of this “Financial Techniques and Instruments” section, the exposure in respect of an OTC derivative may be reduced to the extent that collateral is held in respect of it if the collateral meets each of the conditions specified in paragraph 9 below. 9. The conditions referred to in paragraph 8 in this “Financial Techniques and Instruments” section are that the collateral: a) is marked-to-market on a daily basis and exceeds the value of the amount at risk; b) is exposed only to negligible risks (e.g. government bonds of first credit rating or cash) and is liquid; c) is held by a third party custodian not related to the provider or is legally secured from the consequences of a failure of a related party; and d) can be fully enforced by the UCITS scheme at any time. 10. Where appropriate contractual netting of OTC derivative instruments 34 For the purpose of calculating the limits in 10.5 (d) and 11.7, OTC derivative positions with the same counterparty may be netted provided that the netting procedures: a) comply with the conditions set out in Section 3 (Contractual netting (Contracts for novation and other netting agreements) of Annex III to the Banking Consolidation Directive; and b) are based on legally binding agreements. 11. Derivative transactions deemed free of counterparty risk limits In applying the rules regarding counterparty risk limits, all derivatives transactions are deemed to be free of counterparty risk if they are performed on an exchange where the clearing house meets each of the following conditions: a) it is backed by an appropriate performance guarantee; and b) it is characterised by a daily marked-to-market valuation of the derivative positions and an at least daily margining. RISK MANAGEMENT PROCESS For risk management, the Henderson Global Investors Limited (“the Investment Manager”) has a series of independent checks that are applied across all asset classes to ensure client and house guidelines are adhered to. Monitoring and adhering to the investment guidelines included in the Investment Manager’s client agreements forms an important part of the Investment Manager’s internal control framework. Each relevant manager receives a hard copy of the guidelines for their clients; these can also be accessed on their networked PCs. As well as having an internal risk management function, the Investment Manager uses an automated dealing system to ensure that any breach of the guidelines is flagged at the time of dealing. The guidelines are entered into this system and any breaches are flagged. The Investment Manager has a dedicated market risk analysis team located within the performance and risk area. The risk analysis team ensures that: - The level of risk taken is appropriate to the objectives of the fund as agreed with the client - Risk is allocated efficiently to those areas where judgment is being taken, with no unplanned exposures - The risk models used are appropriate to current market reality and that exposure is defined, measured, and managed consistently throughout the process. Risk levels, as defined by tracking error, are calculated and monitored for all the Investment Manager’s equity funds by the Investment Manager’s Risk Measurement team through daily RiskMetrics and monthly Barra analysis. These measurements alert fund managers to any unexpected increases or decreases in the risk levels of their portfolios. The investment team’s also receives a weekly report that summarises the key active positions, active risk levels, tracking error, market capitalisation exposure, turnover and individual transactions. The key risk control is a monthly report called the Risk Pack. The Risk Pack analyses tracking error in terms of Barra factors, sectors, market capitalisation and individual securities and also details marginal contributions to risk. Managers of the Investment Manager constantly monitor the portfolio weightings at a country, sector, thematic and stock level. The MSCI All Countries World Information Technology Index is used as an anchor for the portfolio and levels of geographic, sector, thematic and individual stock risk are considered relative to this index. Individual stock weightings are capped at a maximum of 10% although they are very rarely greater than 7.5%. While there is no formal cap on relative or absolute sector weights, a divergence of more than 10% 35 from the index would be unusual. The team aims to add value from bottom-up stock selection rather than sector allocation. Finally, as the portfolio is constructed with a thematic overlay, the managers can more readily understand and control the thematic risk that runs across sectors and geographies. It therefore identifies all key sources of risk in the portfolio, for example by highlighting levels of concentration in the portfolio’s largest holdings. PRICING POLICY OF THE TARGET FUND The Henderson Horizon Fund – Global Technology Fund is being issued in separate classes as follows: Class A Shares, Class C Shares, Class I Shares, Class X Shares and Class Z Shares. The Fund intends to invest into Class A2 (Accumulation) Shares of the Target Fund. Prices of Shares are calculated each Business Day by the Administrator*, usually by 6.00 p.m. Luxembourg time, using a Valuation Point of 4.00 p.m. Luxembourg time. If extraordinary market conditions so require, the Directors of the Company may decide to postpone the Valuation Point to any time after 4.00 p.m. Luxembourg time. The Administrator adopts a ‘forward pricing’ policy, which means that the price at which Shares are bought or sold (exclusive of any initial charge) is that calculated at the Valuation Point following receipt of the order. This means that it is not possible to know in advance the price at which the deal will be struck. *The Administrator of the Target Fund is BNP Paribas Securities Services, Luxembourg Branch. FEES CHARGEABLE BY THE TARGET FUND Direct Fees charged by the Target Fund Initial Charge: No sales charge will be imposed by the Target Fund on the TA Global Technology Fund. Trading Fee (Early Redemption Fee): TA Global Technology Fund may be charged up to 1 % of the gross amount being redeemed if the redemption of Shares of the Target Fund is made within 90 calendar days from the date such Shares have been purchased. Indirect Fees charged by the Target Fund *Annual Management Fee: Class A2 (Accumulation) Shares – 1.20% per annum of the total net assets. * Note: There will be no double charging of annual management fees. The annual management fee imposed on the Target Fund level will be taken from the annual management fee of 1.8% per annum of the NAV of the Fund charged by TAIM. Performance Fee: 20% of Relevant Amount (where the “Relevant Amount” is equal to the amount by which the increase in total net asset value per Share during the relevant performance period exceeds the increase in the relevant benchmark over the same period (or the growth in value of the net assets per Share where the benchmark has declined). Each period from 1 July to 30 June shall be a performance period. The Performance Fee will be charged on the Target Fund level and will not be taken from the annual management fee imposed by TAIM. Unit Holders of the Fund are indirectly affected when the Performance Fee calculation is factored into the NAV of the Target Fund on every valuation day. Below is an illustration on how the Performance Fee is charged to the Target Fund. 36 The performance fee for the Target Fund is accrued on each Dealing Day = Outperformance per Share x Average number of Shares in issue during the performance period x 20%. Outperformance per Share = net asset value per Share (before deduction of any provision for the performance fee) – the greater of the High Water Mark or the Target net asset value per Share. The High Water Mark is the initial net asset value per Share or, if higher, the net asset value per Share as at the end of any previous performance period in which a performance fee was payable to the Management Company of the Target Fund. The performance fee is accrued on each Dealing Day (as defined in the Target Fund’s Prospectus). The Target net asset value per Share is a hypothetical net asset value per Share determined by increasing/decreasing the net asset value per Share (as at the last time that a performance fee was paid or, if none has been paid, the date of introduction of the performance fee in relation to Henderson Horizon Global Technology Fund) in proportion to the percentage change in the relevant benchmark up to the date as at which the calculation is being made. If a new benchmark is introduced in relation to Henderson Horizon Global Technology Fund, the Target net asset value per Share shall be determined by increasing/decreasing the net asset value per Share (as at the last time that a performance fee was paid or, if none has been paid, the date of introduction of the performance fee in relation to Henderson Horizon Global Technology Fund) in proportion to the percentage change in the new benchmark from the date of its introduction up to the date as at which the calculation is being made. Illustration: Assume that on 2 September, the net asset value per Share is US$15, the Target net asset value per Share is US$13 and the High Water Mark is US$10. Assume the average number of Shares over the period from the start of the performance period to 2 September is 500,000. The performance fee accrued on 2 September will therefore be: US$(15 – 13) x 500,000 x 20% = US$200,000. On 3 September, the net asset value per Share is US$14. Assuming that the Target net asset value per share is still US$13, the accounting provision made on 2 September will therefore be reduced by US$1 x 500,000 x 20% = US$100,000. In other words, the adjusted accrued performance fee of US$(200,000 – 100,000) = US$100,000 will be reflected in the net asset value per Share. However, if the net asset value per Share on 3 September is lower than the Target net asset value per Share of US$13, all of the provision of US$200,000 made on 2 September will be reversed for the benefit of the Fund. Other Expenses: Other fees and expenses include: • Shareholder Servicing Fee – 0.5% per annum of the average total net assets • Custodian Fees and Expenses • Registrar, Secretarial, Transfer Agency and Administration Fees and Expenses • Directors’ Fees DIVIDEND POLICY FOR THE TARGET FUND For holders of Accumulation Shares of each of the sub-funds under the Henderson Horizon Fund, gross income and net realized and unrealized gains will not be distributed but will instead be accumulated, thereby increasing the capital value of that sub-fund. For holders of Distribution Shares, the sub-funds may distribute gross income and net realized and unrealized capital gains subject to the minimum capital requirement imposed by the law (Luxembourg laws). 37 Note: As the Fund will be investing in Class A2 (Accumulation) Shares of the Target Fund, any income declared by the Target Fund will not be distributed and will be accumulated. PERFORMANCE OF THE TARGET FUND 1 yr to 30/06/08 1 yr to 30/06/09 1 yr to 30/06/10 Henderson Horizon Global Technology Fund A2 -9.27 -14.50 18.17 MSCI All Countries World Information Technology Index -8.48 -21.70 15.57 As at 31 January 2011 the NAV of Class A2 (Accumulation) Shares is US$ 34.58 per unit. PAST PERFORMANCE OF THE FUND IS NOT A GUIDE TO FUTURE PERFORMANCE. UNIT PRICES AND DISTRIBUTION PAYABLE, IF ANY, MAY GO DOWN AS WELL AS UP. 38 7. FEES, CHARGES AND EXPENSES CHARGES DIRECTLY INCURRED Below are the charges directly incurred when you purchase or sell Units of the Fund: Sales Charge The following are the maximum sales charge that may be imposed by us and our authorised distribution channels. Sales Charge that may be imposed by our distribution channels on you are as follows: Distribution Channels Maximum rate of Sales Charge per Unit (% of NAV per Unit) Imposed by IUTAs 5.5%* Imposed by Unit Trust Consultants 5.5%* Imposed by Manager 5.5%* *Sales Charge is to be rounded to the nearest RM0.01. Note: The Manager reserves the right to waive and/or reduce the Sales Charge from time to time at its absolute discretion. Investors may negotiate for a lower Sales Charge through the sales and promotional campaigns from time to time or alternatively, investors may negotiate with their preferred distributors for a lower Sales Charge. Investment through the distributors shall be subject to their respective terms and conditions. For details of computation of Selling Price and Sales Charge, kindly refer to pages 41-42 . Repurchase Charge Nil Switching Fee Nil Transfer Fee For transfer of Units, there will be an administrative charge of RM5 or any other amount as may be determined by the Manager. Please refer to pages 46-47 of this Prospectus for further details on switching/transfer transactions. FEES AND EXPENSES INDIRECTLY INCURRED Below are the fees and expenses indirectly incurred when you invest in the Fund: 39 Annual Management Fee We receive an Annual Management Fee of 1.8% per annum of the NAV of the Fund calculated on a daily basis. The Annual Management Fee will be paid out of the Fund and will be calculated based on the NAV of the Fund and accrued on a daily basis. Note: There will be no double charging of annual management fees. The annual management fee imposed on the Target Fund level will be taken from the annual management fee of 1.8% per annum of the NAV of the Fund charged by TAIM. For details of computation of Annual Management Fee, refer to page 41. Annual Trustee Fee An annual Trustee Fee of 0.08% per annum of the NAV of the Fund subject to a minimum of RM18,000 per annum calculated and accrued daily is to be charged to the Fund by the Trustee. The Annual Trustee Fee will be paid out of the Fund and will be calculated based on the NAV of the Fund and accrued on a daily basis. For details of computation of Annual Trustee Fee, refer to page 41. DIRECT EXPENSES RELATED TO THE FUND Expenses which are directly related and necessary in operating and administering the Fund may be charged to the Fund. These would include: • audit fees; • commission/fees paid to brokers; • sub-custodian fees and charges; • independent investment committee member fee; • tax adviser’s fee; • taxes and other duties imposed by the Government and/or other authorities; • valuation fees incurred for the valuation of any investment of the Fund by independent valuers for the benefit of the Fund; • cost for annual and interim reports; • cost for modification of Deed save where such modification is for the benefit of the Manager and/or the Trustee; and • cost of convening meetings for Unit Holders other than those incurred by or for the benefit of the Manager or the Trustee; and • any other expenses allowed under the Deed. OTHER FEES AND CHARGES In executing your transaction, certain charges may be incurred. You shall bear such transaction charges, for instance bank charges, telegraphic charges and courier charges. We reserve the right to vary such conditions from time to time. There are fees and charges involved and investors are advised to consider the fees and charges before investing in the Fund. 40 REBATES AND SOFT COMMISSIONS The Trustee and the Manager will not retain any rebates or otherwise share in any commission from any broker in consideration for direct dealings in the investments of the Fund. Accordingly, any rebates and shared commissions will be directed to the account of the Fund. Notwithstanding the aforesaid, we may receive goods or services by way of soft commissions provided always that the goods or services are of demonstrable benefit to the Fund or Unit Holders. Any transaction carried out by or on behalf of the Fund shall be executed on terms which are the best available for the Fund. POLICY ON ROUNDING ADJUSTMENT In calculating your investments with the Manager, the Units allocated to you will be calculated based on the NAV per Unit of the Fund which is also the selling and buying price per Unit of the Fund that has been rounded to four decimal places. INCORRECT PRICING The Manager shall take immediate action to rectify any incorrect valuation and/or pricing of the Fund and/or the Units and to notify the Trustee and the relevant authorities of the same unless the Trustee considers the incorrect valuation and/or pricing of the Fund and/or the Units is of minimal significance. An incorrect valuation and/or pricing of the Fund and/or the Units shall result in a reimbursement of moneys unless the Trustee considers that such incorrect valuation and/or pricing of the Fund and/or the Units is of minimal significance. The Trustee shall not consider an incorrect valuation and/or pricing of the Fund and/or the Units to be of minimal significance if the error involves a discrepancy of zero point five per centum (0.5%) or more of the Net Asset Value per Unit unless the total impact on a Unit Holder’s account is less than RM10.00. An incorrect valuation and/or pricing not considered to be of minimal significance by the Trustee shall result in reimbursement of moneys and/or creation of Units in the following manner: (a) if there is an over valuation and/or pricing in relation to the purchase and creation of Units, the Fund shall reimburse the Manager and the Manager shall reimburse the Unit Holder; (b) if there is an over valuation and/or pricing in relation to the redemption of Units, the Manager shall reimburse the Fund; (c) if there is an under valuation and/or pricing in relation to the purchase and creation of Units, the Manager shall reimburse the Fund; and (d) if there is an under valuation and/or pricing in relation to the redemption of Units, the Fund shall reimburse the Manager and the Manager shall reimburse the Unit Holder or former Unit Holder. THERE ARE FEES AND CHARGES INVOLVED AND THAT YOU ARE ADVISED TO CONSIDER THE FEES AND CHARGES BEFORE INVESTING IN THE FUND. 41 8. TRANSACTION INFORMATION PRICING POLICY The NAV of the Fund means the total value of the Fund’s investment, assets and properties less the Fund’ expenses or liabilities incurred or accrued for the day. We adopt the single pricing policy in calculating your investment for and redemption of Units. This means that selling of Units by us (i.e. when you purchase Units and invest in the Fund) and repurchase of Units by us (i.e. when you redeem your Units and liquidate your investment) will be carried out at NAV per Unit (the actual value of a Unit). The sales charge or repurchase charge (if any) would be computed separately based on your investment or repurchase amount. The single price for investment and repurchase of units shall be the daily NAV per Unit at the next valuation point after we receive the investment or repurchase application (i.e. forward pricing is adopted). The NAV of the Fund is calculated every Business Day. It is the sum of the value of all investments and cash held by the Fund (calculated in accordance with the Deed) including income derived by the Fund which has not been distributed to Unit Holders, less all amounts owing or payable in respect of the Fund including any provisions that the Trustee or the Manager consider should be made at the same valuation point. Illustration On How NAV And NAV Per Unit Are Calculated (where the annual management fee is 1.80% and Trustee fee is 0.08% ) Quoted Investment of the Fund RM 134,370,000.69 Money Market Instrument RM 638,537.00 Other Assets & Income RM 383,888.20 RM 135,392,425.89 Less Liabilities RM 68,398.50 NAV before deducting Management Fee and Trustee Fee for the day RM 135,324,027.39 Less Management Fee for the day (1.80% per annum) [(1.80% x RM135,324,027.39) ÷ 365 Days] RM 6,673.51 Less Trustee Fee for the day (0.08% per annum) [(0.08% x RM135,324,027.39) ÷ 365 Days] RM 296.60 NAV RM 135,317,057.28 Units in circulation 270,000,000.00 NAV per unit RM 0.501174286 NAV per unit (rounded up to four decimal places) RM 0.5012 Determining the Investment Amount and Units Entitlement • The unit prices of the Fund are calculated every Business Day based upon the NAV of the Fund and the number of units in circulation. • Investors may invest in the Fund on any Business Day. The number of Units allocated is determined by dividing the investment amount (excluding sales charge), with the NAV per Unit at the next valuation point after the Manager receives the investment application, rounded to the nearest four decimal places. 42 Determining the Investment Amount & Units Entitlement Amount Payable by Investor RM 10,000.00 Less: Sales Charge (5.5%) RM 550.00 Net Investment Amount RM 9,450.00 Assuming the Fund’s NAV per Unit is RM0.5000, the number of Units allocated rounded up to two decimal places, would be: Net Investment Amount RM 9,450.00 Divided by NAV per Unit RM 0.5000 Number of Units allocated 18,900 Determining the Repurchase Amount Investors may repurchase their investment on any Business Day by giving the repurchase notice to the Manager. The repurchase amount is calculated by multiplying the NAV per Unit at the next valuation point after the Manager receives the repurchase application, with the number of Units held. Example: Determining the Repurchase Amount Number of Units to be repurchased 20,000.00 If for example, the NAV per Unit calculated at the next valuation point is RM0.5000, the repurchase value, would be: Multiply by NAV per Unit RM 0.5000 Repurchase value RM 10,000.00 Less Repurchase Charge RM NIL Net amount payable to investor RM 10,000.00 APPLICATION AND REDEMPTION Purchase Of Units Application must be made by completing the Account Opening Form and Investment Form which accompany this Master Prospectus and they are available at all TAIM offices or at authorised collection centres. The completed application forms, together with the remittance of moneys in the form of personal cheques, banker’s cheques, bank drafts, money orders or postal orders must be submitted to the main business office of TAIM or at any of its branch offices or authorised consultants. Bank charges, where relevant, for outstation cheques will be borne by investors. The validity of the transaction is dependent upon clearance of the payment made to us. A copy of the applicant’s identity card or passport or other document of identification must accompany the application for individual or joint-applicant. A copy of FIMM Pre-Investment Form must be attached together with all the applications. Application by a corporation must be accompanied by where applicable, a certified true copy of the Board Resolution, Certificate of Incorporation, Memorandum and Articles of Association (M&A), Form 24, Form 44, Form 49, the latest Audited Financial Statement, a list of the authorised signatories and their respective specimen signatures. Any application forms received through fax will only be deemed complete after TAIM receives the original copy of the form together with the remittance of moneys. Receipt of fax copy should not be an indication of acceptance of application or completion of transaction. TAIM shall not be responsible for applications not processed as a result of incomplete transmission of fax. Valid application received by TAIM’s office before 4.00 p.m. be it via fax, send in by post or walk-in, will be processed based on NAV per Unit calculated at the end of the Business Day. Any application received after 4.00 p.m will be deemed to have been received on the next Business Day. If application received on Saturday, the request will be processed based on the NAV per Unit calculated after the close of the next Business Day, which in this 43 case will normally be on Monday. Additionally, TAIM will not accept EPF applications through fax. TAIM reserves the right to reject any application that is unclear, incomplete and/ or not accompanied by the required documents. Incomplete applications will not be processed until all the necessary information has been received. INVESTORS ARE ADVISED NOT TO MAKE PAYMENT IN CASH WHEN PURCHASING UNITS OF A FUND VIA ANY INSTITUTIONAL / RETAIL AGENT. Redemption Withdrawals can be made by completing a Transaction Form available from any TAIM office and returning it to TAIM or by sending written instructions to any TAIM office. If you give us written instructions, your letter should include: (a) your Account Number; (b) the name of the Fund you wish to withdraw from; and (c) the number of Units that you require [to withdraw or be repurchased]; and (d) instructions on what TAIM should do with the moneys (e.g. credit into your bank account or send a cheque to your address). Withdrawal requests sent in via fax are also accepted. Receipt of fax copy should not be an indication of acceptance of withdrawal request or completion of transaction. TAIM shall not be responsible for withdrawal requests that are not processed as a result of incomplete transmission of fax. TAIM reserves the right to reject any withdrawal request that is unclear, incomplete and/ or not accompanied by the required documents. Investors are strongly advised to contact our Customer Service to confirm receipt of instruction given by fax. Any valid withdrawal request received by TAIM’s offices before 4.00 p.m. will be processed based on the NAV per Unit calculated at the end of the Business Day on which the request to repurchase was received (“Forward Pricing”). A request received after 4.00 p.m. will be deemed to have been received on the next Business Day. If a request to withdraw was received on Saturday, the request will be processed based on the NAV per Unit calculated at the close of the next Business Day, which in this case will normally be Monday. The redemption proceeds that you will receive is based on the Units you have requested to be withdrawn multiplied by the NAV per Unit calculated at the close of the Business Day as described above. Provided that the completed documentation is received with the withdrawal request, the proceeds will be paid within ten (10) days according to your settlement instructions. For investments made under the EPF Members Investment Scheme, redemption proceeds will be paid to the EPF to be credited back into the investor’s EPF Account. For investors who have retired at the point of withdrawal, you may attach the release of control letter from the EPF together with your withdrawal request to TAIM. In such a case, the redemption proceeds will be paid according to your written instruction in the form. In case of Joint Holders, TAIM will process the withdrawal request based on the operating instruction stated in the Account Opening Form when you first invested. Should there be any discrepancies between the published price and the price adopted by us, our price shall be adopted instead of the price published in the newspapers. We can ensure that the prices forwarded to the newspapers are accurate; however we cannot assume any responsibility or be liable for any error in the published prices. Switching You may invest in one or more of our funds with complete flexibility to switch between the funds. Switching transactions are free of charge. 44 Switching can be made by completing a Transaction Form available from any TAIM office and returning it to TAIM. The switching transaction will be effected by redeeming Units from the Fund in which the Units are held and investing the net proceeds in the other fund(s), subject to a minimum balance and terms and conditions applicable for the respective fund(s). Units of the Fund being switched will be liquidated at the NAV per Unit whilst units of the fund acquired will be based on the NAV per unit of that fund on the Business Day the investor’s request is received or deemed to have been received by the Manager. Transfer of Units Transfer of Units is permissible provided that a Unit Holder holds a minimum of 500 Units in his account if he wishes to remain as a Unit Holder. The Manager may request the Unit Holders to redeem all of their Units if the number of Units they hold falls below the minimum holding amount. Further, the Manager has the right to impose an administrative charge of RM5.00 or any other amount as may be determined by the Manager. Cooling-Off A cooling-off right is only given to qualified investor. A qualified investor is a person who is investing in any of the unit trust funds managed by us for the first time but shall not include the following persons: - • a corporation or institution; • our staff; and • a person registered with a body approved by the SC to deal in unit trusts. There is a cooling-off period of six (6) Business Days from the day your application is accepted or deemed to be accepted by the Manager. Within these six (6) Business Days, you have a right to request for withdrawal of the investment. The refund for every unit held by you pursuant to the exercise of your cooling off right would be the sum of: (a) the NAV per Unit on the day the Units were first purchased; and (b) the sales charge per Unit originally imposed on the day the Units were purchased. All such requests must be received or be deemed to have been received by us on or before 4:00 p.m. on a Business Day. Requests received or deemed to have been received after 4:00 p.m. will be treated as having been received on the following Business Day. If you submit your payment by cheque, the coolingoff period will accrue from the date on which the Manager receives the cheque and payment for the cooling-off will be made after the cheque has been cleared. Subject to the EPF’s terms and conditions, the cooling-off period for EPF investors will accrue from the date on which their complete applications are received by the Manager and payment for the cooling-off will be made after the Manager has received the money from EPF. For other Unit Holders, the proceeds would generally be refunded within 10 days of receiving the request for withdrawal. DISTRIBUTION POLICY The Fund does not intend to distribute any income. UNCLAIMED MONEYS POLICY The Manager shall deal with all unclaimed moneys in accordance with the Unclaimed Moneys Act 1965. 45 PAYMENT METHODS Payment for the investment can be made together with the completed application form by any of the following methods: (a) Cheque/ Bank Drafts/ Money Order/ Cashier’s Order Any of the above instruments drawn on a bank in Malaysia may be used to make payment for your investment. The name to which the payment is to be made is “TA Investment Management Berhad”. (b) Cash Cash may be accepted when the purchase of Units is done at TAIM’s Head Office subject to a maximum of RM1,000 per application. *Note: The payment method by cash is subject to cancellation and/or any changes in TAIM’s internal policy. (c) EPF Members’ Savings Investment Scheme Investors can invest via the EPF Members’ Savings Investment Scheme by obtaining Borang EPF 9N (AHL) and Statement of Account which can be obtained from your nearest EPF office, and submit to any of our offices. (d) Telegraphic Transfer Payment made via telegraphic transfer can be credited into our Maybank account, details of which are as follows: Account Number Account Name 5143 5640 0987 TA Investment Management Berhad INVESTORS ARE ADVISED NOT TO MAKE PAYMENT IN CASH WHEN PURCHASING UNITS OF THE FUND VIA ANY IUTAS/ UNIT TRUST CONSULTANTS. HOW TO BUY, SELL, SWITCH AND TRANSFER Transaction Documents Required Minimum Amounts Documents to be received by investors Initial Investment Individuals:
Completed FIMM Pre-Invesment Form
Completed Account Opening Form (required if you are a new applicant and/or adding/changing joint applicant)
Completed Investment Form
Legible Copy of NRIC / Passport of each applicant
For applicants below 18 years of age (Joint Holder), copy of identity card or birth certificate is required
Proof of Payment EPF Investments:
Completed FIMM Pre-Investment Form
Completed Account Opening Form (required if you are a new applicant and/or adding/changing join applicant
Completed Investment Form
Legible Copy of NRIC RM1,000
Successful Applicants will be issued a Transaction Advice Slip
Unsuccessful applicants will be notified & application money will be refunded within thirty (30) days of receipt of the application. 46
Completed EPF 9N (AHL) Form Corporate Investments:
Completed Investment Form
Completed Account Opening Form
A certified true copy of the Board Resolution with list of Authorised signatories and company seal (if applicable), Certificate of Incorporation, Merging and Acquisition, Form 24, 44 and 49.
The latest Financial Statement
Proof of payment Additional Investments Individuals:
Completed Investment Form
Proof of Payment EPF Investments:
Completed Investment Form
Legible Copy of NRIC
Completed EPF 9N (AHL) Form Corporate Investments:
Completed Investment Form
A certified true copy of Board Resolution with list of Authorised signatories and company seal (if applicable)
Proof of Payment RM100 Transaction Advice Slip Repurchase (Sell)
Completed & Signed Transaction Form OR
Written instructions clearly stating account number, Fund’s name, the number of units to be sold and settlement instructions
Legible Copy of NRIC (if applicable) 500 Units
Redemption cheque
Acknowledgeme nt letter
Transaction Advice Slip Switch Individuals:
Completed Transaction Form
Completed FIMM Pre-Investment Form ( for switching to new Investment Fund) EPF Investments:
Completed Transaction Form
Completed FIMM Pre-Investment Form ( for switching to new Investment Fund) Corporate Investments:
Completed Transaction Form
A certified true copy of Board Resolution with list of Authorised signatories and company seal (if applicable) 500 Units Transaction Advice Slip Transfer
Completed and signed Transfer From
Completed Account Opening Form for the opening of new account for transferee (if the transferee is not an existing account holder) 500 Units Transaction Advice Slip 47
Legible copy of NRIC. Cooling-Off
Completed Cooling-Off Form OR
Written instructions clearly stating your intention to cool off the transaction, the value of investment, Fund’s name and instruction. N/A
Transaction Advice Slip
Payment for cooling-off
Cooling-off notification letter. There are no restrictions as to the frequency of repurchase or switching to be made on any of the funds managed by us. Note: In the case of a partial redemption of Units, switching or transfer, the minimum balance that must be retained in a Fund is 500 units. If the number of units remain in the Fund drops below the minimum balance, due to repurchase, switching or transfer, further investments will be required within one (1) month until the balance of the investment is restored to at least the minimum balance. Failure to maintain the minimum balance empowers TAIM to withdraw your entire investment in the Fund and forward the proceeds to you. 48 9. THE PEOPLE BEHIND TA INVESTMENT MANAGEMENT BHD THE MANAGER The Manager of the Fund is TA Investment Management Berhad (TAIM). TAIM was incorporated on 17 April 1995 under the Companies Act, 1965 and commenced operations on 1 July 1996. TA Securities Holdings Berhad (“TASH”), a wholly owned subsidiary of TA Enterprise Berhad (“TAE”), is the holding company of TAIM. TAE, an investment holding company listed on Bursa Malaysia, has years of exposure and experience in investing in the Malaysian securities markets. The principle activities of TAIM are the establishment and management of unit trust funds and portfolio clients. TAIM has more than fourteen-(14) years experience in managing unit trust funds. Currently, TAIM manages eighteen (18) unit trust Funds namely TA Growth Fund, TA Comet Fund, TA Islamic Fund, TA Income Fund, TA Small Cap Fund, TA High Growth Fund, TA Dana OptiMix, TA CashPLUS Fund, TA Islamic CashPLUS Fund, TA South East Asia Equity Fund, TA Global Asset Allocator Fund, TA Asia Pacific Islamic Balanced Fund, TA European Equities Fund, TA Global Utilities Fund, TA Dana Fokus, TA All-Cycle Commodities Income Fund, TA Select Titans in Asia Capital Protected Fund and TA BRIC & Emerging Markets Fund. TAIM also manages two (2) wholesale funds namely TA Australia Income Fund I and II. Apart from being able to tap into the expertise of the staff and financial resources of its shareholders, TAIM has a staff capacity of fifty-three (53) persons comprising forty-four (44) executives and nine (9) non-executives. As at 18 February 2011, the fund size managed by TAIM stood at above RM700 million. FUNCTIONS AND RESPONSIBILITIES OF THE MANAGER TAIM is responsible for the day to day management of the Fund and for the development and implementation of appropriate investment strategies. The main tasks performed by TAIM include: • managing investments portfolio • processing the sale and repurchase of units; • keeping proper records for the Fund; • valuing investments of the Fund; and • distributing income and additional units to the Unit Holders. SUMMARY OF TAIM’S FINANCIAL POSITION Year Ended 31/01/10 (RM) Year Ended 31/01/09 (RM) Year Ended 31/01/08 (RM) Issued and paid-up capital 6,001,000 6,001,000 6,001,000 Shareholders’ funds 12,847,541 12,615,925 13,067,853 Revenue 12,539,375 10,044,417 26,775,939 Profit/(loss) before tax 132,073 (395,942) 1,494,615 Profit/(loss) after tax 231,616 (451,928) 937,360 BOARD OF DIRECTORS Mr. Choo Swee Kee, CFA (Non-Independent) He joined the TA Group in July, 2005 as Deputy Chief Investment Officer. He was promoted to his current role of Chief Investment Officer in December 2006 where he is responsible for implementing the investing strategy of funds and managing the Company’s portfolio. After graduation, he joined the accounting group, Coopers & Lybrand in 1987 as a senior. Between 1990 and 1999, Mr Choo gained 49 valuable knowledge and experience in the investment line working for Chase Manhattan Bank, N.A. in Singapore, Schroders Investment Management (Singapore), Vickers Ballas Research (Malaysia) and Daiwa Securities Adviser (Malaysia). Prior to joining TA Group, he was the Chief Investment Officer of KLCS Asset Management Sdn Bhd. He has more than 16 years of investment managerial experience and has actively participated in the management of equity and balanced funds for both institutional and private clients. Mr Choo earned a BBA from the National University of Singapore and holds the CFA designation. Puan Zainab Binti Ahmad (Non-Independent) Puan Zainab Binti Ahmad holds a Bachelor in Business Administration Degree from the Institut Teknologi Mara/University of Ohio. She started her career in June 1983 with A.T. Securities Sdn Bhd as the General Manager. She then joined TA Securities Sdn Bhd as Director in December 1987 till October 1990. She was then appointed as Executive Director of TA Enterprise Berhad on 13 March 1990, a position she holds to-date. She also sits on the Boards of TA Global Berhad, a public listed company; TA Centre Berhad, a public company which is a wholly-owned subsidiary of TA Enterprise Berhad and a number of companies within the TA Enterprise Berhad Group. Dr. Wong Hong Meng, (Independent) He is a Fellow of the Institute of Chartered Accountants in England and Wales and an Associate of the Institute of Chartered Secretaries and Administrators. In addition he holds an honours degree in economics from the University of Malaya, a Master of Business Administration from Cranfield University and a Doctor of Business Administration from the University of South Australia. His more than 31 years experience had been in management consultancy, merchant banking, commercial banking and stock broking. He started his career with Coopers & Lybrand Associates. In 1980 he was appointed by Sri Sultan Hamengku Buwono IX, the then Vice-President of the Republic of Indonesia, as advisor to a special task force to restructure a number of companies in which Sri Sultan had interest in. Later he was the head of corporate finance at D&C Sakura Merchant Bankers followed by almost ten years in a top management position at the Pacific Bank Berhad. In 1994, he joined TA Securities Berhad as a Senior General Manager before his appointment as an Executive Director of TAE from 1995 till his early retirement in 1999. Mr. Christopher Koh Swee Kiat (Independent) Mr Christopher Koh Swee Kiat graduated from the University of Malaya in 1992 and was called to the High Court of Malaya as an Advocate and Solicitor in March 1993. He also holds an ACCA postgraduate diploma in Accounting and Finance. He was previously attached with the Corporate Department of Messrs Chooi & Company. Thereafter, he joined TA Securities Berhad as Assistant Manager in November 1995. He was appointed the Head of Legal Affairs Department in November 1995. He has negotiated and prepared the legal documentation for the various overseas ventures of the company including a bank and stockbroking companies in various countries. He was also the Company Secretary of The Chase Manhattan (M) Berhad (now known as JP Morgan Chase). In 2001, he was the Vice President for MasterCard International in its Asia Pacific regional office in Singapore. He joined Messrs Chris Koh & Chew (formerly known as GH Tee & Co), Advocates & Solicitor in October 2001. He was appointed to the Board of TA Enterprise Berhad as Independent Non- Executive Director on 24 May 2006, a position he holds to-date. He also sits on the Board of TA Global Berhad, a public listed company. He specialises in corporate, commercial and finance matters including merger and acquisitions, corporate restructuring, joint ventures, corporate finance, listing of companies, private equity acquisition and matters relating to aviation laws. Now also an Independent Non-Executive Director of the Company, his scope of responsibilities includes extending legal advice and assisting in the acquisition of business interests on behalf of the Company. 50 KEY MANAGEMENT PERSONNEL Mr. Wong Mien, Chief Executive Officer He is responsible for the overall direction and supervision of the company. He graduated from the University of Malaya with a Bachelor of Science (Honours) majoring in Mathematics in 1987, then qualified as a Certified Financial Planner (CFP) in 2003. He has since garnered over 21 years of experience in the financial industry while working with American International Assurance Berhad, HLB Unit Trust Management Berhad and Alliance Investment Management Berhad. This included being involved in the management of a unit trust company while serving as the General Manager of KL City Unit Trust Berhad from 2002. He took the helm at TAIM in March 2008. Mr. Azman Ali, Head of Compliance He is the designated person responsible for the compliance matters of the company and funds under management. He graduated from International Islamic University Malaysia, with a Bachelor of Laws (Hons) Degree in 1995. He has more than 13 years experience in the unit trust industry and has the necessary knowledge pertaining to Shariah matters. He also assists the company on product development, legal, risk management and operational matters. Ms. Tee Ling Ling, Head of Institutional Unit Trust Advisors (IUTA) She is responsible for the sales and marketing of the TAIM unit trust funds that are distributed through the IUTAs. Ms Tee holds Bachelor of Business Administration (Hons) Degree in Finance from University Kebangsaan Malaysia. She has more than 9 years of experience in financial services industry covering a diverse range of areas ranging from branch servicing, treasury processing as well as private banking sales support. Prior to her current position, she was serving as a Relationship Manager in one of the top three unit trust company in Malaysia. Ms. Rachel Than Kit Wan, Head of Customer Service and Communications She has been involved in the industry for more than 8 years. She is responsible for brand building strategies planning, developing, executing effective marketing activities, and exposure to various aspects of delivering excellent customer service. She holds a diploma in Mass Communications, majoring in Integrated Marketing. Prior to joining TAIM, she was attached to CrunchTime Culinary Services, a subsidiary company of AirAsia as a Communications Executive. Ms. Joanne Lim Yin Yin, Head of Finance She holds a Bachelor of Arts (Honours) degree in Accountancy and Finance from University of Abertay Dundee (UAD). She is responsible for the accounting of the unit trust funds of the Company which include unit trust daily pricing, valuation of unit trust funds, preparation of all the required fund reports and coordination of works with internal and external auditors. She has more than 9 years of working experience in unit trust industry. Mr. Allen Yap Hui Hock, Head of Agency He has been involved with stock market and investment industry since 1996. He has more than 16 years experience in the financial services industry. In 1998, Allen achieved the best overall student in Diploma with Research Institute and Investment Analysis of Malaysia (RIIAM) organized by KLSE and RMIT University of Australia. He achieved his MBA in Personal Financial Planning from USQ University of Southern Queensland, Australia and Degree with Distinction in Business and Business Administration from RMIT, Australia. Allen has been involved with Financial Planning Industry in Malaysia since 2001 and has acted as a Program Manager for Financial Planning Association of Malaysia (PFAM) and as the co-writer for CFP, module 1. 51 Ms. Alicia Khor Swee Chin, Head of Operations She has more than 15 years of experience in unit trust operations. She reports directly to the CEO and is responsible for the smooth running of the operation function of the company which includes processing of all Unit Holders application and maintenance of the Unit Holder system. Prior to joining TA Investment, she was with Pacific Mutual Fund Bhd for 10 years gaining extensive experience in unit trust operations and customer service INVESTMENT COMMITTEE Main Functions of the Investment Committee The Investment Committee’s main responsibility is to formulate, implement and monitor the investment management policies of the investment managers to achieve the investment objective of a particular Fund. The Committee meets at least once a month. The investment committee members have years of experience in overseeing the investment management functions as required by the pertinent guidelines. Mr. Choo Swee Kee (Non-Independent) as aforementioned. Dr. Wong Hong Meng (Independent) as aforementioned. Mr. Yaw Chun Soon (Non-Independent) He holds a Bachelor of Laws Degree from University of Canterbury, New Zealand. In 1987, he was called to the Malaysian Bar and practiced law as an Advocate & Solicitor of the High Court of Malaya. His legal practice experience was mainly in the areas of corporate, commercial and property. On 19 November 1999, he was appointed to the Board of TA Securities Berhad (now known as TA Centre Berhad). Subsequently with the merger of the four stockbroking companies, he was appointed the Executive Director Operations of TA Securities Holdings Berhad, a public company on 16 August 2004, a position he held till 6 October 2009 and he then resumed his position as Executive Director of TA Securities Holdings Berhad on 28 December 2009. He was then appointed to the Board of TA Enterprise Berhad as Executive Director on 7 October 2009, a position he holds to-date. He also sits on the Boards of Asian Outreach (M) Berhad, a public company; TA Foundation, a charitable public company which is whollyowned by TA Enterprise Berhad and a number of companies within the TA Enterprise Berhad Group. Mr. Tay Kian Chuan (Independent) He has years of experience in the finance and stockbroking industry. He was the Chief Forex and Money Market Dealer for D&C Bank in Kuala Lumpur. This was followed by a term as the Corporate Finance Assistant Manager in Nomura Bank, Senior Manager and Treasurer of BSN Commercial Bank and Senior Manager at Pengkalen Securities, a local stockbroking firm. Subsequently, he was appointed the Executive Director of Wonway Sdn Bhd, a manufacturing company. He is presently a director of a few private companies. INVESTMENT TEAM The Investment Team is responsible for managing, realising, investing or howsoever dealing in accordance with the investment objectives of the Fund. The Investment Team shall have discretionary authority over the investments of the Fund subject to the Securities Commission Guidelines on Unit Trust Funds, the relevant securities laws, the internal procedures as well as the direction of the investment committee of the Fund. The investment team of TAIM is headed by the Chief Investment Officer, Mr Choo Swee Kee who is also the designated person responsible for the investment management of the Fund. The team will report 52 directly to the Investment Committee on a regular basis on the status of the portfolio of the Fund, proposed investment strategy and discuss matters relating to the portfolio. The main personnel in the investment team are: Mr. Choo Swee Kee, as aforementioned. Ms. Vivien Loh Jee Wae, Deputy Chief Investment Officer of TAIM Ms Vivien Loh holds a Bachelor of Science (Hons) in Economics and Management, University of London. She started her career in Kumpulan Sentiasa Cemerlang Sdn Bhd as an Investment Analyst responsible for carrying research on Malaysian equities and sectorial research. She was then promoted as the Investment Manager in the same company for five years. Prior to joining TAIM, she was attached to TA Asset Management Sdn Bhd (“TAAM”) as a Fund Manager. At TAAM, she was responsible in managing, conducting research and analysis of the market and companies for the decision making process on investments to be made. MATERIAL LITIGATION AND ARBITRATION As at the 18 February 2011, TAIM is not engaged in any material litigation and arbitration, including those pending or threatened, and is not aware of any facts likely to give rise to any proceedings which might materially affect the business/financial position of the Manager and any of its delegates. 53 10. THE TRUSTEE Mayban Trustees Berhad (5004-P) is the Trustee of the Fund with its registered office at 34th Floor, Menara Maybank, 100 Jalan Tun Perak, 50050 Kuala Lumpur. Mayban Trustees Berhad (“MTB”) was incorporated on 12 April 1963 and registered as a Trust Company under the Trust Companies Act 1949 on 11 November 1963. It was one of the first local trust companies to provide trustee services with the objective of meeting the financial needs of both individual and corporate clients. As at 18 February 2011, the Trustee has a total of forty one (41) staff, comprising twenty nine (29) executives and twelve (12) non-executives. EXPERIENCE IN TRUSTEE BUSINESS With more than 19 years experience as Trustee to unit trust funds/schemes, Mayban Trustees Berhad has under its trusteeship a total of fifty three (53) unit trust funds and three (3) real estate investment trust / property trust funds as at 18 February 2011. TRUSTEE’S FINANCIAL INFORMATION Summary of MTB’s audited financial figures for financial years ended 30 June: Financial Year Ended 30 June 2010 2009 2008 RM RM RM Paid-up Share Capital 500,000 500,000 500,000 Shareholders’ Funds 3,901,376 8,623,251 22,112,805 Turnover 9,114,792 8,975,102 9,760,237 Pre-tax Profit / (Loss) 3,052,910 7,645,425 7,958,333 After tax Profit / (Loss) 2,278,125 5,730,466 5,916,114 Board of Directors • En Zainal Abidin Jamal (Non Independent Director and Chairman) • En Mohd. Hanif bin Suadi (Non Independent Director) • Dato’ Dr Tan Tat Wai (Independent Director) PROFILE OF KEY PERSONNEL En. Badirul Ismail Chief Executive Officer En Badirul joined Maybank in 2003 where he served Mayban Investment as a Manager and was subsequently promoted to Head, Business Development. In 2007, he was appointed as Head, Private Wealth Management; a department in consumer banking that manages the portfolios of ultra high net worth individuals. En Badirul commands more that 10 years of financial, asset management and wealth management experience. Prior to joining the Bank, he was attached to a unit trust management company and two asset management companies. He holds a Bachelor of Business Administration from University Utara Malaysia and in 2001, he obtained his Capital Markets Services Representative’s licence from the Securities Commission. 54 Ms. Jennifer Wong Head, Operations Ms Jennifer Wong joined MTB in December 2008. Jennifer has 30 years practical experience in the trustee industry. She handled administration of estates, private trusts, retirement funds, unit trusts, custodian / escrow /stakeholder accounts and private debt securities. Jennifer holds a LCCI Intermediate in Book keeping. Mr. Jeffrey Ching Head, Unit Trust Mr. Jeffrey Ching joined MTB in June 2010. He has more than 11 years of experience with a leading local unit trust management company; having covered documentation, compliance and fund accounting while overseeing its backroom operations during his tenure. Prior to his joining MTB, he was attached to a leading international fund administration and custodial services company, providing fund accounting services support for various mutual funds in Europe. Mr. Dinesh Devagar Chandrasegaran Head, Legal Mr. Dinesh joined Mayban Trustees Berhad as Head, Legal on the 24th of March 2008. He graduated from University of Malaya with a LLB (Honours) Degree in 1994. Upon being called to the Malaysian Bar in 1995, he was as an advocate and solicitors handling commercial banking and corporate matters for 13 years. Mr. Stefan Ong Head, Corporate Business Development Mr Stefan Ong joined MTB in April 2009. He has more than 10 years of experience in the Financial Services Industry covering Life Insurance, Unit Trust, Consumer Banking, Retail & Private Banking and Trustee Services. He holds a Bachelor of Business Studies (Honours) degree from the University of Sheffield, UK. DUTIES AND RESPONSIBILITIES OF THE TRUSTEE The Trustee’s role is mainly to act as custodian of the Fund and to exercise all due diligence and vigilance in carrying out its functions and duties and to safeguard the rights and interests of the Unit Holders. Apart from being the legal owner of the Fund’s assets, the Trustee is responsible for ensuring that the Manager performs its obligations in accordance with the provisions of the Deed and the relevant laws. TRUSTEE’S STATEMENT OF RESPONSIBILITY The Trustee has given their willingness to assume the positions and all the obligations that come along with them under the respective Deeds of the Funds and all relevant written laws. The Trustee is entitled to be indemnified out of the assets of the Funds for any liability incurred by the Trustee in performing or exercising any of its powers or duties in relation to the Fund. This indemnity is in addition to any indemnity allowed by law. However, it does not extend to liabilities arising from a breach of trust or failure to show the due care and diligence required of the Trustee having regard to its powers, authorities and discretions under the Deed. MATERIAL LITIGATION AND ARBITRATION As at 18 February 2011, save for the suits mentioned herein below, the Trustee is not engaged in any material litigation as plaintiff or defendant and the Trustee is not aware of any proceedings, pending or threatened or of any facts likely to give rise to any proceedings which might materially and adversely affect its financial position or business. 55 The Bondholders of the Al-Bai Bithaman Ajil [ABBA] Bonds issued by Pesaka Astana (M) Sdn Bhd [PASB] have sued PASB for its failure to meet its bonds payment obligations under Kuala Lumpur High Court Civil Suit No. D5(D6)-22-1810-2005 [the ABBA Suit] and cited the Trustee as one of 12 codefendants in the ABBA Suit. The claim in the ABBA Suit is for RM149,315,000.00 or any other sum that the Court deems fit. The other defendants in the ABBA Suit include among others the Facility Agent, PASB’s Chief Executive Officer, one of PASB’s directors and associate companies of the Chief Executive Officer and the said director. The Trustee has defended the ABBA Suit and its trial has concluded. The Trustee has appealed against the decision made by the High Court on 30 June 2010 in respect of the ABBA Suit in awarding judgment against it and another Defendant. Connected to the ABBA Suit, Amanah Short Deposits Berhad, a Noteholder of the Combined Commercial Papers and/or Medium Term Notes/Letters of Credit/Financial Guarantee Facilities [CP/MTN] totalling RM13 million and issued by PASB, have also sued PASB for full payment under CP/MTN arising from a cross-default by PASB under its ABBA Bonds, under Kuala Lumpur High Court Civil Suit No. D2-22-1085-2006 [the CP/MTN Suit]. The Trustee was cited as one of 5 co-defendants in the CP/MTN Suit. The claim in the CP/MTN Suit is for RM13 million or any other sum that the Court deems fit and damages. The other defendants in the CP/MTN Suit are the Facility Agent, PASB’s Chief Executive Officer and one of PASB’s directors. The Trustee is defending the CP/MTN Suit. Trial dates for the CP/MTN Suit fixed on 25 and 26 November 2010 have been vacated. In any event, any successful claim that may be established against the Trustee will be covered by the Trustee’s insurer and/or Malayan Banking Berhad as the ultimate holding company of the Trustee. As such, the ABBA Suit and the CP/MTN Suit will not materially affect the business or financial position of the Trustee. The sole Junior Noteholder of the Junior Notes issued by Aldwich Berhad [Aldwich] has sued the Trustee and the Security Agent of the Senior Bonds and the Junior Notes also issued by Aldwich for the sum of RM556,500,000.00 together with interest and costs under Kuala Lumpur High Court Suit No : D-22NCC- 2339-2010 [the JN Suit]. The JN Suit arises in the Trustee’s ordinary course of business and in the performance of its duties and responsibilities to the Senior Bondholders and in acting responsibly further to the instructions of the Senior Bondholders via special resolution in declaring an Event Of Default for the Senior Bonds [EOD For Bonds]. Subsequently, the EOD For Bonds had caused a cross default on the Junior Notes resulting in the Trustee acting responsibly in declaring an Event Of Default for the Junior Notes in order to avoid the interests of the Junior Noteholder being jeopardized. MTB does not admit any liability to and is defending the JN Suit. Trial dates are yet to be fixed by the Court. The Trustee’s lawyers are of the initial view that the JN Suit is devoid of merit. The JN Suit will not materially affect the business or financial position of the Trustee. The Trustee reiterates that it has in place a strong team of professionals with priority chiefly on protecting the interest of all stakeholders and upholding best standards of service and management practice. TRUSTEE’S DELEGATE MTB has delegated its custodian function to Malayan Banking Berhad. The custodian function is run under Maybank Custody Services (“MCS”), a unit within Malayan Banking Berhad. MCS commenced operations in 1983 and has been appointed as custodian of unit trust funds since 1989. It provides clearing and custody services for Malaysian equity and fixed income securities to domestic and foreign institutional clients. In addition, it offers global custody services to domestic institutions/clients that have foreign investments. The custodian acts only in accordance with instructions from the Trustee. 56 11. SALIENT TERMS OF DEED YOUR RIGHTS AND LIABILITIES AS A UNIT HOLDER Rights of Unit Holders As a Unit Holder of the Fund, and subject to the provisions of the Deed, you have the right: • to receive distributions, if any, of the Fund; • to participate in any increase in the NAV of Units of the Fund; • to call for Unit Holders’ meetings and to vote for the removal of the Trustee or the Manager through a special resolution; • to exercise the cooling-off right (only for qualified investors); • to receive annual and interim reports on the Fund; and • to exercise such other rights and privileges as provided for in the Deed. However, a Unit Holder would not have the right to require the transfer to the Unit Holder any of the investments of the Fund. Neither would a Unit Holder have the right to interfere with or to question the exercise by the Trustee (or the Manager on the Trustee’s behalf) of the rights of the Trustee as trustee of the investments of the Fund. Liabilities of Unit Holders As a Unit Holder of the Fund, and subject to the provisions of the Deed, your liabilities would be limited to the following: 1) A Unit Holder would not be liable for nor would a Unit Holder be required to pay any amount in addition to the payment for Units of the Fund as set out in this Prospectus and the Deed. 2) A Unit Holder would not be liable to indemnify the Trustee and/or the Manager in the event that the liabilities incurred by the Trustee and/or the Manager on behalf of the Fund exceed the NAV of the Fund. Note: Please be advised that if a Unit Holder invests in Units through an IUTA which adopts the nominee system of ownership, the Unit Holder would not be considered to be a Unit Holder under the Deed and the Unit Holder may consequently not have all the rights ordinarily exercisable by a Unit Holder (for example, the right to call for a Unit Holders’ Meeting and to vote thereat and the right to have the Unit Holder’s particulars appearing in the register of Unit Holders of the Fund). MAXIMUM FEES AND CHARGES PERMITTED The maximum rate of direct fees and charges allowable by the Deed are as follows: Sales Charge 10% of the Net Asset Value per Unit Repurchase Charge 5% of the Net Asset Value per Unit The maximum rate of indirect fees and charges allowable by the Deed are as follows: Annual Management Fee Two point zero per centum (2.0%) per annum of the Net Asset Value of the Fund calculated and accrued on a daily basis. 57 Annual Trustee Fee Zero point two zero per centum (0.20%) of the Net Asset Value of the Fund subject to a minimum of RM18,000 per annum calculated and accrued daily (excluding foreign custodian fees and charges) PROCEDURES TO INCREASE THE DIRECT AND INDIRECT FEES AND CHARGES Sales Charge The Manager may not charge a Sales Charge at a rate higher than that disclosed in a prospectus unless: (a) the Manager has notified the Trustee in writing of the higher sales charge and its effective date; (b) a new or supplemental prospectus stating the higher sales charge is issued thereafter; and (c) 30 days have elapsed since the supplemental prospectus was issued. Repurchase Fee The Manager may not charge a Repurchase Fee at a rate higher than that disclosed in a prospectus unless: (a) the Manager has notified the Trustee of the higher repurchase charge and its effective date; (b) a new or supplemental prospectus stating the higher repurchase charge is issued thereafter; and (c) 30 days have elapsed since the supplemental prospectus was issued. Annual Management Fee The Manager does not intend to impose an Annual Management Fee at a rate higher than that disclosed in a prospectus unless: (a) the Manager and the Trustee has mutually agreed to the higher rate to be charged; (b) the Manager has notified the Unit Holders of the new higher rate and its effective date; (c) a new or supplemental prospectus incorporating the new higher rate is issued thereafter; and (d) 90 days have elapsed since the supplemental prospectus was issued. Annual Trustee Fee The Trustee may not charge an Annual Trustee Fee at a rate higher than that disclosed in a Prospectus unless: (a) the Manager and the Trustee has mutually agreed to the higher rate to be charged; (b) the Manager has notified the Unit Holders of the new higher rate and its effective date; (c) a new or supplemental prospectus incorporating the new higher rate is issued thereafter; and (d) 90 days have elapsed since the supplemental prospectus was issued. PROCEDURES TO INCREASE THE MAXIMUM RATE OF THE DIRECT AND INDIRECT FEES AND CHARGES IN THE DEED The maximum sales charge, redemption charge or Exit Fee, Annual Management Fee or Annual Trustee Fee set out in the Deed is not allowed to be increased unless a Unit Holders’ meeting has been held in accordance with the Deed. A supplemental deed proposing a modification to the Deed to increase such charges is required to be submitted for registration with the SC accompanied by a resolution of not less than two-thirds (2/3) of all Unit Holders at the Unit Holders meeting sanctioning the proposed modification to the Deed. PERMITTED EXPENSES Only expenses which are directly related and necessary in operating the Fund may be charged to the Fund. These fees include but are not limited to audit fees, brokerage commission/fees, tax and duties imposed by the authorities. These would include (but are not limited to) the following: (a) commissions/fees paid to brokers in effecting dealings in the investments of the Fund, shown on the contract notes or confirmation notes; 58 (b) taxes and other duties charged on the Fund by the Government and/or other authorities; (c) costs, fees and expenses properly incurred by the Auditor; (d) costs, fees and expenses incurred for the valuation of any investment of the Fund by independent valuers for the benefit of the Fund; (e) costs, fees and expenses incurred for any modification of the Deed save where such modification is for the benefit of the Manager and/or the Trustee; (f) costs, fees and expenses incurred for any meeting of the Unit Holders save where such meeting is convened for the benefit of the Manager and/or the Trustee; (g) costs, commissions, fees and expenses of the sale, purchase, insurance and any other dealing of any asset of the Fund; (h) costs, fees and expenses incurred in engaging any specialist approved by the Trustee for investigating or evaluating any proposed investment of the Fund; (i) costs, fees and expenses incurred in engaging any valuer, adviser or contractor for the benefit of the Fund; (j) costs, fees and expenses incurred in the preparation and audit of the taxation, returns and accounts of the Fund; (k) costs, fees and expenses incurred in the termination of the Fund or the removal of the Trustee or the Manager and the appointment of a new trustee or management company; (l) costs, fees and expenses incurred in relation to any arbitration or other proceedings concerning the Fund or any asset of the Fund, including proceedings against the Trustee or the Manager by the other for the benefit of the Fund (save to the extent that legal costs incurred for the defence of either of them are not ordered by the court to be reimbursed by the Fund); (m) remuneration and out of pocket expenses of the independent members of the Investment Committee of the Fund, unless the Manager decides otherwise; (n) costs, fees and expenses deemed by the Manager to have been incurred in connection with any change or the need to comply with any change or introduction of any law, regulation or requirement (whether or not having the force of law) of any governmental or regulatory authority; and (o) (where the custodial function is delegated by the Trustee) charges and fees paid to sub-custodians. MANAGER’S RIGHT TO RETIRE The Manager has the power to retire in favour of some other corporation by giving to the Trustee three (3) months' notice in writing of our desire so to do, or such other period as the Trustee and us may agree upon, and subject to the fulfilment of the following conditions: • the retiring Manager shall appoint such corporation by writing under our seal as the management company of the Fund in its stead and assign and transfer to such corporation all our rights and duties as management company of the Fund; • such corporation shall enter into such deed or deeds as the Trustee may consider to be necessary or desirable to secure the due performance of its duties as management company for the Fund; • upon the payment to the Trustee of all sums due from us to the Trustee at the date of such retirement, the Manager shall be absolved and released from all further obligations hereunder but without prejudice 59 to the rights of the Trustee or any Unit Holder or other person in respect of any act or omission on our part prior to such retirement and the new management company may and shall thereafter exercise all the powers and enjoy all the rights and shall be subject to all the duties and obligations as fully as though such new management company had been originally a party to the Deed; MANAGER’S POWER TO REMOVE / REPLACE TRUSTEE The Manager shall take all reasonable steps to replace the Trustee as soon as practicable after becoming aware that: • the Trustee has ceased to exist; • the Trustee has not been validly appointed; • the Trustee is not eligible to be appointed or act as a trustee under the Act; • the Trustee has failed or refused to act as Trustee in accordance with the provisions and covenants of the Deed and the provisions of the Act; • a receiver is appointed over the whole or substantial part of the assets or undertaking of the Trustee and has not ceased to act under the appointment, or a petition is presented for the winding up of the Trustee (other than for the purpose of and followed by a reconstruction, unless during or following such reconstruction the Trustee becomes or is declared to be insolvent); or • the Trustee is under investigation for conduct that contravenes the Trust Companies Act 1949, the Trustee Act 1949, the Companies Act 1965 or any securities law The Trustee may be removed and another trustee may be appointed by Special Resolution of the Unit Holders at a duly convened meeting of which notice has been given to the Unit Holders in accordance with the Deed. TRUSTEE’S RIGHT TO RETIRE Provided always that the Manager has in place a corporation approved by the relevant authorities to act as the trustee of the Fund, the Trustee may retire upon the expiration of three (3) months' (or such other period as the Manager and the Trustee may agree upon) notice in writing to the Manager of its desire so to do. POWER OF TRUSTEE TO REMOVE OR REPLACE THE MANAGER The Manager may be removed by the Trustee on the grounds that: • if the Manager has failed or neglected to carry out its duties to the satisfaction of the Trustee and the Trustee considers that it would be in the interests of Unit Holders for it to do so after the Trustee has given notice to it of that opinion and the reasons for that opinion, and has considered any representations made by the Manager in respect of that opinion, and after consultation with the relevant authorities and with the approval of the Unit Holders by way of a Special Resolution; • unless expressly directed otherwise by the relevant authorities, if the Manager is in breach of any of its obligations or duties under the Deed or the relevant laws, or has ceased to be eligible to be a fund manager under the relevant laws; or • the Manager has gone into liquidation, except for the purpose of amalgamation or reconstruction or some similar purpose, or has had a receiver appointed or has ceased to carry on business; and the Manager shall not accept any extra payment or benefit in relation to such removal. If any of the above occurs, the Manager shall upon receipt of a written notice from the Trustee cease to be the fund manager of the Fund by the mere fact of the Manager’s receipt of the notice. The Trustee shall, at the same time, by writing appoint some other corporation already approved by the relevant authorities to be the fund manager of the Fund; such corporation shall have entered into such deed or deeds as the Trustee 60 may consider to be necessary or desirable to secure the due performance of its duties as fund manager for the Fund. TERMINATION OF THE FUND The Fund may be terminated or wound up should the following events occur: • The SC’s approval is revoked under section 212(7)(A) of the Act; • A special resolution is passed at a Unit Holders’ meeting to terminate or wind up the Fund, following occurrence of events stipulated under section 301(1) of the Act and the court has confirmed the resolution, as required under section 301(2) of the Act; • A special resolution is passed at a Unit Holders’ meeting to terminate or wind up the Fund; • The Fund has reached its maturity date as specified in the Deed; and • The effective date of an approved transfer scheme (if any) has resulted in the Fund, which is the subject of the transfer scheme, being left with no asset/property. The Fund may also be terminated with prior approval from the relevant authority. Upon the termination of the trust hereby created, the Trustee shall: (a) sell all the assets of the Fund then remaining in its hands and pay out of the Fund any liabilities of the Fund; such sale and payment shall be carried out and completed in such manner and within such period as the Trustee considers to be in the best interests of the Unit Holders; and (b) from time to time distribute to the Unit Holders, in proportion to the number of Units held by them respectively: (1) the net cash proceeds available for the purpose of such distribution and derived from the sale of the investments and assets of the Fund less any payments for liabilities of the Fund; and (2) any available Cash Produce; provided always that the Trustee shall not be bound, except in the case of final distribution, to distribute any of the moneys for the time being in his hands the amount of which is insufficient for payment to the Unit Holders of Fifty (50) sen in respect of each Unit and provided also that the Trustee shall be entitled to retain out of any such moneys in his hands full provision for all costs, charges, taxes, expenses, claims and demands incurred, made or anticipated by the Trustee in connection with or arising out of the winding-up of the Fund and, out of the moneys so retained, to be indemnified against any such costs, charges, taxes, expenses, claims and demands; each such distribution shall be made only against the production of such evidence as the Trustee may require of the title of the Unit Holder relating to the Units in respect of which the distribution is made. In the event of the Fund is terminated, the Trustee shall be at liberty to call upon the Manager to grant the Trustee, and the Manager shall so grant, a full and complete release from the Deed and the Manager shall indemnify the Trustee against any claims arising out of the Trustee's execution of the Deed provided always that such claims have not been caused by any failure on the part of the Trustee to exercise the degree of care and diligence required of a trustee as contemplated by the Deed and all relevant laws. Where the termination of the Fund and the winding-up of the Fund have been occasioned by any of the events set out herein; (a) if the Manager has gone into liquidation, except for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the Trustee and the relevant authorities; (b) if, in the opinion of the Trustee, the Manager has ceased to carry on business; or 61 (c) if, in the opinion of the Trustee, the Manager has to the prejudice of Unit Holders failed to comply with the provisions of the Deed or contravened any of the provisions of any relevant law; the Trustee shall summon for a Unit Holders meeting to get directions from the Unit Holders and also arrange for a final review and audit of the final accounts of the Fund by the Auditor of the Fund; in all other cases of termination of the trust and winding-up of the Fund, such final review and audit by the Auditor of the Fund shall be arranged by the Manager. MEETINGS OF UNIT HOLDERS The Deed provides that the Trustee, Unit Holders or the Manager may convene Unit Holders’ Meetings. A resolution of Unit Holders may be required pursuant to the Deed for specific purposes as required under the Deed. Quorum Required for Convening a Unit Holders Meeting The quorum required for a meeting of the Unit Holders shall be five (5) Unit Holders, whether present in person or by proxy, provided that if the Fund has five (5) or less Unit Holders, the quorum required for a meeting of the Unit Holders of the Fund shall be two (2) Unit Holders, whether present in person or by proxy; if the meeting has been convened for the purpose of voting on a Special Resolution, the Unit Holders present in person or by proxy must hold in aggregate at least twenty five per centum (25%) of the Units in circulation at the time of the meeting. Unit Holders’ meeting convened by Unit Holders Unless otherwise required or allowed by the relevant laws, we shall, within twenty-one (21) days of receiving an application from not less than fifty (50) or one-tenth (1/10) of all the Unit Holders, whichever is less, summon a meeting of the Unit Holders by: (a) sending by post at least seven (7) days before the date of the proposed meeting a notice of the proposed meeting to all the Unit Holders; and (b) publishing at least fourteen (14) days before the date of the proposed meeting an advertisement giving notice of the proposed meeting in a national language newspaper published daily and another newspaper approved by the relevant authorities. (c) specifying in the notice the place and time of the meeting and the terms of the resolutions to be proposed at the meeting. The Unit Holders may apply to us to summon a meeting for any purpose including, without limitation, for the purpose of: a) requiring the retirement or removal of us; b) requiring the retirement or removal of the Trustee; c) considering the most recent financial statements of the Fund; d) giving to the Trustee such directions as the meeting thinks proper; or e) considering any matter in relation to the Deed provided always that we shall not be obliged to summon such a meeting unless application has been received from not less than fifty (50) or one-tenth (1/10) of all the Unit Holders, whichever is the lesser number. Unit Holders’ meeting convened by Manager or Trustee The Manager or Trustee may convene a Unit Holders’ meeting by giving Unit Holders written notice in the manner prescribed by the Deed or the relevant laws. 62 13. RELATED PARTY TRANSACTIONS / CONFLICT OF INTEREST In the course of managing the Fund, TAIM may face conflicts in respect of its duties to the Fund. In such an event, TAIM is obliged to act in the best interests of all its investors and will seek to resolve any conflicts fairly and in accordance with the Deed. TAIM has in place policies and procedures to deal with any of conflict of interest situations. In making an investment transaction for the Fund, the Manager is obliged not to make inappropriate use of its position in managing the Fund to gain, directly or indirectly, any advantage for itself or for any other person or to cause detriment to the interests of Unit Holders. TAIM or any delegate thereof will, as far as possible in their dealings, avoid any conflict of interest situation or, if conflicts arise, will ensure that the Fund is not disadvantaged by the transaction concerned. The Compliance Department of TAIM will report directly to the Board of Directors of any conflict that may arise/ has arisen and the Board of Directors will decide on the next course of action to remedy the situation. Where a director, a member of the Investment Committee or a delegate of the Manager is aware of a transaction or an arrangement in which a conflict of interest arises involving a related party or an associate, he/she must promptly abstain from any decision-making regarding the transaction. All 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 an arm’s length transactions between independent parties. None of our directors or substantial shareholders have any direct or indirect interest in other corporations carrying on a similar business as the Manager as at 18 February 2011. Mayban Trustees Berhad Mayban Trustee Berhad has confirmed that they have no interest/potential interest or conflict of interest/potential conflict of interest in the Manager and the Funds. Maybank Group’s Code of Ethics and Conduct is the main source for the policy dealing with conflict of interest. Staff must not engage directly or indirectly in any business activity that competes or conflicts with the Bank’s interest. Furthermore, where a member of staff has a financial interest in a customer, such interest must be disclosed immediately to the staff’s immediate supervisor who in turn reports the conduct to the Bank. Thereafter, the staff should not be directly involved in the dealings with the customer so long as the interest continues to exist. 63 14. TAXATION ADVISOR’S LETTER The Board of Directors TA Investment Management Berhad 23rd Floor Menara TA One 22 Jalan P Ramlee 50250 Kuala Lumpur 18 February 2011 Dear Sirs Re: Taxation of the Fund and Unit Holders This letter has been prepared for inclusion in the Prospectus in connection with the offer of units in the TA Global Technology Fund (“the Fund”). Taxation of the Fund The Fund is treated as unit trusts for Malaysian tax purposes. The taxation of the Fund is therefore governed principally by Sections 61 and 63B of the Malaysian Income Tax Act, 1967 (“the Act”). Subject to certain exemptions, the income of the Fund in respect of investment income derived from or accruing in Malaysia after deducting tax allowable expenses, is liable to Malaysian corporate income tax at the prevailing rate of 25%. Investment income derived from sources outside Malaysia and received in Malaysia by a resident unit trust is exempt from Malaysian income tax. However, such income may be subject to tax in the country from which it is derived. Capital gains from the realisation of investments (whether local or foreign) by the Fund will not be subject to income tax. With effect from Year of Assessment (“YA”) 2008, the single-tier company income tax system (“single-tier system”) replaced the previous dividend imputation system. Under the previous dividend imputation system, taxable Malaysian dividend income received by the Fund would have suffered a tax deduction at source. Such tax deducted would generally be available for set-off either wholly or partly against the tax liability of the Fund under the dividend imputation system. Any excess over the tax liability would generally be refundable to the Fund. Under the single-tier system, dividend income (which is paid or credited under the single-tier system) received by the Fund will be exempted, and there will be no tax deducted at source available to the Fund in respect of such dividend income. Saving and transitional provisions apply during the period from 1 January 2008 to 31 December 2013. During such transitional period, the Fund may receive dividends which are paid under the dividend imputation system and/or dividends which are paid or credited under the single-tier system. During the transitional period, only dividends (which are paid under the dividend imputation system) paid in the form of cash on ordinary shares (held continuously for 90 days or more, but the 90 days condition does not apply to dividends received from shares in public listed companies) would be entitled to the tax deducted at source. The tax deducted at source will generally be available for set-off either wholly or partly against the tax liability of the Fund. Other non-ordinary share dividends received by the Fund would be exempted from tax. Interest income earned by the Fund from the following are exempt from tax:-
any savings certificates issued by the Government of Malaysia; or 64
securities or bonds issued or guaranteed by the Government of Malaysia; or
debentures or Islamic Securities, other than convertible loan stock, approved by the Securities Commission; or
Bon Simpanan Malaysia issued by the Central Bank of Malaysia; or
bonds or securities issued by Pengurusan Danaharta Nasional Berhad; or
a bank or financial institution licensed under the Banking and Financial Institutions Act 1989 or Islamic Banking Act 1983; or
Islamic securities (including sukuks) originating from Malaysia, other than convertible loan stock, issued in any currency other than Ringgit and approved by the Securities Commission or Labuan Financial Services Authority. Any income received by the Fund from a Sukuk Issue which has been issued by the Malaysia Global Sukuk Inc will be exempt from tax. Any income received by the Fund from a Sukuk Ijarah, other than convertible loan stock, issued in any currency by 1Malaysia Sukuk Global Berhad will be exempt from tax (with effect from YA 2010). Discount or profit received by the Fund from sale of bonds or securities issued by Pengurusan Danaharta Nasional Berhad or Danaharta Urus Sendirian Berhad is exempt from tax. Discounts earned by the Fund from the following are also exempt from tax:-
securities or bonds issued or guaranteed by the Government of Malaysia; or
debentures or Islamic Securities, other than convertible loan stock, approved by the Securities Commission; or
Bon Simpanan Malaysia issued by the Central Bank of Malaysia. Under the dividend imputation system, deductions in respect of the Fund’ expenses such as manager’s remuneration, maintenance of register of shareholders, share registration expenses, secretarial, audit and accounting fees, telephone charges, printing and stationery costs and postage are generally allowed based on a prescribed formula subject to a minimum of 10% and a maximum of 25% of the total of these expenses. Under the single-tier system, expenses incurred by the Fund in relation to dividend income (which is paid or credited under the single-tier system) are disregarded. Saving and transitional provisions apply during the period from 1 January 2008 to 31 December 2013. Taxation of Unit Holders Unit holders are taxed on an amount equivalent to their share of the total taxable income of the Fund, to the extent that this is distributed to them. The income distribution from the Fund may carry with it applicable tax credits proportionate to each unit holder’s share of the total taxable income in respect of the tax paid by the Fund. Unit holders will be entitled to utilise the tax credit as a set off against the tax payable by them. Any excess over their tax liability will be refunded to the unit holders. No other withholding tax will be imposed on the income distribution of the Fund. Corporate unit holders (resident or non resident in Malaysia) will be taxed at the prevailing corporate tax rate of 25% for YA 2010 and subsequent YAs on distributions of income from the Fund to the extent of an amount equivalent to their share of the total taxable income of the Fund. Corporate unit holders whose paid-up capital in the form of ordinary shares does not exceed RM2.5 million will be subject to a tax rate of 20% on chargeable income of up to RM500,000. For chargeable income in excess of RM500,000, the 65 prevailing tax rate of 25% will still apply. However, with effect from YA 2009, the said tax rate of 20% on chargeable income of up to RM500,000 will not apply if more than 50% of the paid up capital in respect of ordinary shares of the company is directly or indirectly owned by a related company which has a paid up capital exceeding RM2.5 million in respect of ordinary shares, or vice versa, or more than 50% of the paid up capital in respect of ordinary shares of both companies are directly or indirectly owned by another company. Individuals and other non-corporate unit holders who are resident in Malaysia will be subject to income tax at scale rates. The prevailing income tax scale rates range from 1% to 26% with effect from YA 2010. Individuals and other non-corporate unit holders who are not resident in Malaysia, for tax purposes, will be subject to Malaysian income tax (the prevailing rate is 26%). Non resident unit holders may also be subject to tax in their respective jurisdictions and depending on the provisions of the relevant tax legislation and any double tax treaties with Malaysia, the Malaysian tax suffered may be creditable in the foreign tax jurisdictions. The distribution of single-tier dividends and other tax exempt income by the Fund will be exempted from tax in the hands of the unit holders in Malaysia. Distribution of foreign income will also be exempted from tax in the hands of the unit holders. Units split by the Fund will be exempted from tax in Malaysia in the hands of the unit holders. Any gains realised by the unit holders (other than financial institutions, insurance companies and those dealing in securities) from the transfers or redemptions of the units are treated as capital gains which are not subject to income tax in Malaysia. However, certain unit holders may be subject to income tax in Malaysia on such gains, due to specific circumstances of the unit holders. The tax position is based on the Malaysian tax laws and provisions as they stand at present. All prospective investors should not treat the contents of this letter as advice relating to taxation matters and are advised to consult their own professional advisers concerning their respective investments. Yours faithfully Chew Theam Hock Executive Director 66 15. ADDITIONAL INFORMATION CUSTOMER SERVICE When you invest in the Fund, the Manager will undertake to send you the following:- • Written confirmation on all transactions and income distributions (if any); • Unaudited interim report for the half year of the Fund’s financial year; and • Annual audited report for the Fund’s financial year-end. In addition, investments can be monitored easily as the Fund’s prices are published daily in major newspapers. If you have any questions about the information in this Prospectus or would like to know more about investing in any investment funds managed by the Manager, please contact our authorised distributors or our Customer Service Officers on toll free 1-800-38-7147 between 9.00 a.m. and 6.00 p.m., from Monday to Friday (except public holidays). Investors would also be able to obtain the latest information on the funds managed by us as well market updates on our website, www.tainvest.com.my. Where Units Can Be Purchased Or Redeemed In relation to the information on where Units can be purchased or redeemed, please refer to the addresses and contact numbers of the head office and branches of TAIM as disclosed in the Corporate Directory section of this Prospectus. TA INVESTMENT@A-CLICK PLUS! is our online service that assists you in the administering and tracking of your unit trust investments more effectively and efficiently at our website, www.tainvest.com.my. There is no registration fee. For security and compliance purposes, corporate investors who wish to register with the facilities are required to complete a hardcopy user application form that will be made available online. ANTI-MONEY LAUNDERING POLICY A customer acceptance procedure, which includes the identification and verification of identity of new customers, is conducted prior to entering into the relationship by risk-based approach. Information, documents and evidences will be obtained depending on the types of applicant i.e. individual or corporate clients, etc. The classification of customer is based on Customer Due Diligence (CDD) risk matrix whereby customers are classified into one of the three risk level according to their background and investment threshold. The normal risk customers are required to undergo a standard CDD procedure while the increased risk customers are required to undergo an enhanced CDD procedure. Customers who are categorized as unacceptable risk level are not accepted. Any suspicious transactions for Anti Money Laundering and Anti-Terrorist Financing will be reported to the Compliance Officer within the Manager as well as to the local regulators. All employees involved with customers and in processing transactions are required to adhere to these policies and procedures. 67 16. CONSENT The Trustee, Auditor, Tax Adviser and Banker have given their written consents to include their names and/or letter in this Prospectus in the form and context in which they appear and have not subsequently withdrawn their written consents to the inclusion of their names and/or letter. 68 17. DOCUMENTS AVAILABLE FOR INSPECTION The following documents, for a period of not less than 12 months from the date of this Prospectus, may be inspected at our offices and/or the office of the Trustee (where applicable) without charge: • the Deed and supplemental deed (if any); • any 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 reproduced or referred to in this Prospectus; • the audited financial statements of the Fund and the Manager for the current financial year (where applicable) and the last three financial years from the date of establishment/incorporation, if less than three years, preceding the date of prospectus; • writ and relevant cause papers for all current material litigation and arbitration disclosed in the Prospectus; and • all consents given by experts or persons whose statement appears in this Prospectus. 69 18. DIRECTORS’ DECLARATION This Prospectus in respect of the TA Global Technology Fund has been reviewed and approved by our directors of TA Investment Management Bhd and they collectively and individually accept full responsibility for accuracy of all information. Having made reasonable inquiries, they confirm to the best of their knowledge and belief, there are no false or misleading statements, or omission of other facts which would make any statement in the Prospectus in respect of this TA Global Technology Fund false or misleading. Directors: Choo Swee Kee Zainab Binti Ahmad Dr Wong Hong Meng Christopher Koh Swee Kiat In accordance with the requirements of the Capital Markets and Services Act 2007, this Form should not be circulated unless accompanied by the Prospectus(es)/ Information Memorandum(s) and Supplemental(s) (if any). Investors are required to read and understand the contents in the Prospectus(es)/ Information Memorandum(s) and Supplemental(s) (if any) of the Funds before completing this Form. Complete in BLOCK LETTERS, preferably in BLACK INK and tick (v) where applicable. Acc. No i Individual i Non-Individual 1. INDIVIDUAL - FIRST APPLICANT Full Name (as in NRIC/Passport) NRIC/ Passport/Others Salutation Date of Birth DD / MM / YYYY Gender Marital Status i Male i Female i Single i Married i Others, please specify Nationality Race i Malaysian, Bumiputera i Malaysian, Non Bumiputera i Malay i Indian i Non Malaysian, please specify i Chinese i Others, please specify Religion Occupation i Islam i Hindu i Professional i Government Servant i Buddhist i Christian i Businessman i Skilled Worker i Others, please specify i Managerial/Executive i Others, please specify Annual Income Education Level i RM30,000 & Below i RM60,001-RM120,000 i Secondary School i Degree i RM30,001-RM60,000 i Above RM120,001 i Diploma i Others, please specify Mother’s Maiden Name (if any) EPF Membership No (if any) 2. INDIVIDUAL - JOINT APPLICANT Full Name (as in NRIC/Passport) NRIC/ Birth Certificate/ Others Salutation Date of Birth DD / MM / YYYY Gender Relationship with First Applicant i Male i Female Telephone No E-mail 3. NON-INDIVIDUAL - COMPANY/INSTITUTION Name of Company/Institution Registration No Nature of Business Date of Incorporation DD / MM / YYYY Corporation Type Country of Incorporation Business Type i Bumiputera Controlled i Non-Bumiputera i Malaysia i Sendirian Berhad i Government Bodies i Government Controlled i Foreign Controlled i Others, please specify i Berhad i Cooperative i Partnership i Others, please specify Contact Person 1 Designation Email Direct Line/Mobile No Contact Person 2 Designation Email Direct Line/Mobile No 4. ADDRESS & CONTACT Permanent Address Postcode Town State Country Correspondence Address Postcode Town State Country Telephone No Office House Mobile Fax E-mail Updated 0311 ACCOUNT OPENING FORM 5. DECLARATION(S) & SIGNATURE(S) I/We have received, read and understood the latest contents of the relevant Prospectus(es)/ Information Memorandum(s) and Supplemental(s) (if any), and agree to abide by the Notes and Conditions as specified below. I/We wish to invest in the Fund(s) mentioned above and agree to be bound by the provisions of the Deed(s). I/We declare that the above particulars are true and complete and that no information was withheld that may influence the acceptance of this application. I/We declare that this application is not funded by gains from any unlawful activities. I am/We are over 18 years old on this application date. (Signature is not required for joint applicant who is below 18 years old). FOR JOINT APPLICATION, please tick ( v ) on account operating instruction for future transactions. i First Applicant/Signatory To Sign Only i Either One To Sign i Both To Sign First Applicant/ Authorised Signatory 1 Date Joint Applicant/ Authorised Signatory 2 (if any) Date Company Seal or Stamp FOR DISTRIBUTOR’S USE ONLY FOR OFFICE USE ONLY i Consultant Branch Remarks i Direct Approved By/Date i IUTA Received By/Date Processed By/Date: Verified By/Date IMPORTANT NOTES AND CONDITIONS – Please read the following before completing this Form. By applying for units of the Funds managed by TA Investment Management Berhad (“TAIM” or “the Manager”), you are bound by the terms stated below. 1. INSTRUCTIONS All instructions given or purported to be given via any written or facsimile transmission by the applicant, as named in this Form or otherwise in writing are binding on the applicant. Duly completed forms or instructions from the applicant are deemed irrevocable. 2. INDIVIDUAL APPLICANT a. First applicant
Complete sections 1, 4 & 5.
A photocopy of the applicant’s NRIC, Passport or other form of identification document, must be attached. The applicant must be 18 years old and above on the last birthday. b. Joint applicant
The applicant may nominate a joint applicant in which case, a photocopy of the NRIC must also be provided. The joint applicant is also required to sign this form.
Complete sections 2 & 5.
A joint applicant who is under 18 years of age need not sign this form. Instead, a photocopy of the NRIC or Birth Certificate is required.
In the event of the death of a joint applicant, the survivor will be the only person recognised by the Manager as having any title to or interest in the units.
Units registered in joint names with a minor can be redeemed or transferred by the parent/guardian. On or after the minor’s 18th birthday, the parent/guardian may request that the units be transferred to the minor’s name. In the event of the death of the parent/guardian, the Executor or Administrator of the deceased’s estate will be the only person recognised by the Manager as having title to such units. c. Operating instruction
Applicable for joint application only.
The operating instruction empowers the authorised signatory(ies) to operate the account which includes effecting redemption, transfer, switching, change of address, distribution instruction and any other requests.
For either one to sign: Proceeds will be made payable to the first applicant, unless there is a request that the proceeds be made payable to the joint applicant. 3. NON-INDIVIDUAL APPLICANT a. This form must be submitted together with a certified true copy of:- i The Certificate of Incorporation; i The Memorandum and Articles of Association; i Form 24 (List of Shareholders); i Form 44; i Form 49 (List of Directors); i The latest Audited Financial Statement i Board Resolution to authorize the investment; i A list of authorized signatories; i Their specimen signatures, together with; i The payment. b. The Company Seal or Stamp, if applicable, must be affixed on this form c. Operating instruction
The operating instruction empowers the authorized signatory(ies) to operate the account which includes effecting redemption, transfer, switching, change of address, distribution instruction and any other requests. 4. RIGHT OF THE MANAGER The Manager shall be entitled to reject any application for units at its sole discretion without having to furnish any reasons for its rejection to investors. 5. GENERAL a. All investors will be issued with a Statement of Account together with the Fund’s interim and annual report. b. For the wholesale fund(s) investors will be issued with a Monthly Statement of Account, quarterly and annual reports. c. In the case of joint applicants, distribution and tax vouchers will be issued in the name of the first applicant. d. TAIM reserves the right to reassign another qualified person to replace applicant’s consultant at any time it deems fit without having to give any reason whatsoever. e. Funds that are bought from our authorised distribution channel, the completed Account Opening Form must be submitted to the distribution channel only. f. All investors of any particular Fund are eligible to use the Web Facility – TA Investment@A-Click Plus. This web facility will assist investors to administer and track their Unit Trust investments more effectively and efficiently. Log on to www.tainvest.com.my to sign up. 6. CONTACT DETAILS a. The onus is on the applicant to notify us of any change in address and contact number immediately to ensure continuity in the receipt of mails from the Manager. b. Transaction advice slips, statements of account, cheques and other documents shall be sent to the applicant’s correspondence address as detailed in the Form, at the risk of the applicant. In the event of undelivered mails, TAIM reserves the right to send future mails to the permanent address as detailed in the Form until further notice from the applicant. c. All details shown in the transaction advice slips or statements of account are deemed to be correct unless TAIM is notified in writing of any discrepancy within 14 days of issue or 30 days of issue respectively. 7. INDEMNITY a. The applicant shall fully indemnify TAIM and any of their consultants against any actions, proceedings, claims, losses, damages, costs and expenses which may be brought against, suffered or incurred by any or all of them arising either directly or indirectly out of or in connection with TAIM accepting, relying on or failing to act on any instructions given by or on behalf of the applicant unless due to the willful default or negligence of TAIM. b. The applicant acknowledges and accepts that TAIM has absolute discretion to rely on facsimile confirmation from the applicant and undertakes to indemnify and hold harmless TAIM, its employees and agents against all costs, expenses, losses, damages, claims and demands arising out of relying on the applicant’s confirmation. Updated 0311 In accordance with the requirements of the Capital Markets and Services Act 2007, this Form should not be circulated unless accompanied by the Prospectus(es)/ Information Memorandum(s) and Supplemental(s) (if any). Investors are required to read and understand the contents in the Prospectus(es)/ Information Memorandum(s) and Supplemental(s) (if any) of the Funds before completing this Form. Complete in BLOCK LETTERS, preferably in BLACK INK and tick (v) where applicable. Acc. No i Initial i Additional 1. DETAILS First Applicant’s Full Name/ Name of Company/Institution First Applicant’s NRIC/ Others/ Registration No. Contact No. (if any) Joint Applicant’s Full Name Joint Applicant’s NRIC/ Others 2. PAYMENT MODE (PLEASE INDICATE ONE ONLY) i Cash (A maximum of RM 1,000 per application) i EPF Investment Scheme, please specify No. i Deposit Cash/Cheque (Please enclose original bank-in slip) i Cheque/Bank Draft, please specify No. i Online/Telegraphic Transfer (Please enclose online/telegraphic transfer statement) i Others, please specify 3. INITIAL INVESTMENT Fund Name Distribution Instruction RM 1. i Reinvest i Payout 2. i Reinvest i Payout 3. i Reinvest i Payout 4. i Reinvest i Payout 5. i Reinvest i Payout Total 4. ADDITIONAL INVESTMENT Fund Name Account No RM 1. 2. 3. 4. 5. Total 5. DECLARATION(S) & SIGNATURE(S) I/We have received, read and understood the latest contents of the relevant Prospectus(es)/ Information Memorandum(s) and Supplemental(s) (if any), and agree to abide by the Notes and Conditions as specified overleaf. I/We wish to invest in the Fund(s) mentioned above and agree to be bound by the provisions of the Deed(s). I/We declare that the above particulars are true and complete and that no information was withheld that may influence the acceptance of this application. I/We declare that this application is not funded by gains from any unlawful activities. I am/We are aware of the fees and charges that I/we will incur directly or indirectly when investing in the Fund(s). Cancellation of any request is not allowed once TA Investment Management Berhad receives this form. I/We have read and understood the contents of the Unit Trust Loan Financing Risk Disclosure Statement as specified overleaf. Please tick ( ) if you are applying for loan financing. Signature(s) given must be identical to the Account Opening Form. First Applicant/ Authorised Signatory 1 Date Joint Applicant/ Authorised Signatory 2 (if any) Date Company Seal or Stamp FOR DISTRIBUTOR’S USE ONLY FOR OFFICE USE ONLY i Consultant i IUTA i Direct Remarks Code Branch Approved By/Date: Name and Signature Received By/ Date Processed By/Date: Verified By/Date Updated 0311 INVESTMENT FORM IMPORTANT NOTES AND CONDITIONS – Please read the following before completing this Form. By applying for units of the Funds managed by TA Investment Management Berhad (“TAIM” or “the Manager”), you are bound by the terms stated below. 1. BASIS OF SALE Units in the Funds are sold only on the basis of information contained in the Prospectus(es)/ Information Memorandum(s) and Supplemental(s) (if any) and Deed(s). 2. INSTRUCTIONS All instructions given or purported to be given via any written or facsimile transmission by the applicant, as named in this Form or otherwise in writing are binding on the applicant. Duly completed forms or instructions from the applicant are deemed irrevocable. 3. COMPLETING THIS INVESTMENT FORM AND REQUIRED DOCUMENTS a. Initial Investment: Complete sections 1, 2, 3 & 5 and attach with a completed and signed:- i FIMM Pre-Investment Form (for individual only); i Account Opening Form (required if you are a new applicant and/or adding/changing joint applicant); i A clear photocopy of NRIC (for individual only); i Board Resolution authorising the investment (for non-individual only); i Payment. b. Additional Investment: Complete sections 1, 2, 4 & 5 and attach with a completed and signed:- i Board Resolution authorising the investment, if applicable (for non-individual only); i Payment. c. Initial Investment – EPF: Complete sections 1, 2, 3 & 5 and attach with a completed and signed:- i FIMM Pre-Investment Form (for individual only); i Account Opening Form (required if you are a new applicant and/or adding/changing joint applicant); i KWSP 9N Form; i A clear photocopy of NRIC with complete thumbprint. d. Additional Investment – EPF: Complete sections 1, 2, 4 & 5 and attach with a completed and signed:- i KWSP 9N Form; i A clear photocopy of NRIC with complete thumbprint. 4. PAYMENT a. By cash
Cash may be accepted when the purchase of units is done at the Head Office subject to a maximum of RM1, 000 per application. b. By cheque/bank drafts
The cheque/bank drafts should be crossed and made payable to “TA INVESTMENT MANAGEMENT BERHAD”.
Please write the applicant’s full name, NRIC/Passport number and Fund Name at the back of the cheque and attach it to this Form. c. By deposit cash/cheque or via online/telegraphic transfer
Alternatively, the applicant may deposit cash/ cheque or make payment via online or telegraphic transfer into our MAYBANK Account according to the Fund’s account number as follows:- All funds except where indicated otherwise 5143 5640 0987 TA CashPLUS Fund 5143 5671 1679 TA Islamic CashPLUS Fund 5643 5150 1744 Third Party Fund 5143 5672 9223
The original bank-in slip/ transfer statement must be attached to this Form. It must clearly show the applicant’s full name, NRIC/Passport number and Fund Name. d. The Manager will not accept any investment application which is incomplete or not accompanied by the required documents although payment has been credited into TAIM’s account. 5. COOLING-OFF PERIOD Investors have the right to request for a cancellation of their investment within 6- business days or any other period as mentioned in the Prospectus(es)/ Information Memorandum(s) and Supplemental(s) (if any) from the day of purchase. For details, please refer relevant Prospectus(es)/ Information Memorandum(s) and Supplemental(s) (if any). 6. DISTRIBUTION INSTRUCTION a. The applicant may choose to receive any distribution declared by either reinvesting the distribution amount for additional units in the Fund or by cheque sent to the applicant at the last correspondence address provided to us; b. Distributions will automatically be re-invested for additional units in the Fund if:
No distribution choice is made on the Investment Form;
The distribution cheque is returned as unclaimed through the post;
The distribution cheque is uncashed after six (6) months from date of issue;
The distribution amount is less than RM50.00 or such other amount as determined by the Manager from time to time;
The investment is made through EPF investment scheme; and
The investment in third party funds. c. Any change in distribution instruction must be in writing. If this is done in the last 14 days prior to the distribution declaration date of the Fund, the change will only take effect from the next distribution point, if any. 7. RIGHT OF THE MANAGER TAIM reserves the right to reject any investment request that is unclear, incomplete, and/or not accompanied by the required documents. 8. SPECIFIC NOTES & CONDITIONS RELATING TO THE DISTRIBUTION OF THIRD PARTY FUNDS a. Please read the following before completing this form. By applying to invest in units of the other unit trust management companies’ Funds (“Funds”) distributed by TA Investment Management Berhad (“TAIM”) as an Institutional Unit Trust Adviser (“IUTA”), you are bound by the terms stated below. b. TRANSACTIONS
The applicant hereby agrees that TAIM shall be a bare Custodian and not a trustee to hold and act for and on behalf of the applicant in relation to any units of such Funds as maybe invested in from time to time by the applicant and TAIM shall not recognise any trust or equity in respect of the units registered in the name of TAIM at the applicant’s request.
The applicant hereby appoints TAIM as nominee to apply and undertake any authorised transactions on behalf of the applicant in relation to the Funds.
TAIM will hold the purchased units as registered unit holder for and/or behalf of the applicant and is authorised to request payment of and receive all dividends and other payments or distributions in relation to the units.
Transactions for the units may be aggregated and consolidated either daily or from time to time by TAIM with such transactions as placed or sent by TAIM to the relevant manager of the Fund.
All transactions with respect to the units effected by TAIM for the applicant shall be according to the terms of the relevant Prospectus(es)/ Information Memorandum(s) and Supplemental(s) (if any), deed of the Fund(s) and applicable laws. 9. GENERAL a. This Form must be received by us before 4.00pm and before 2.00pm (for investment in Third Party Funds) and if accepted, will be transacted at the NAV as determined at the end of the Business Day on which this application is received except for EPF Investment which will be transacted at the NAV as determined at the end of the Business Day on which the EPF disburse the payment to the Manager. a. For TA CashPLUS Fund and TA Islamic CashPLUS Fund, it will be transacted at the NAV as determined at the end of the following Business Day after the application is received. b. No certificates will be issued. Once your application is accepted, you will receive an official receipt in the form of a transaction advice slip from us indicating the number of units allotted and the confirmed NAV within 14 days. c. All investors will be issued with a statement of account together with the Fund’s interim and annual report. d. Funds that are bought from our authorised distribution channel, the completed Investment Form must be submitted to the distribution channel only. e. Applicant utilising their EPF savings may not invest in and/or switch to Funds that are not allowed by the EPF. f. All investors of any particular Fund are eligible to use the Web Facility – TA Investment@A-Click Plus. This web facility will assist investors to administer and track their Unit Trust investments more effectively and efficiently. Log on to www.tainvest.com.my to sign up. 10. UNIT TRUST LOAN FINANCING RISK DISCLOSURE STATEMENT Investing in a unit trust scheme with borrowed money is more risky than investing with your own savings. You should assess if loan financing is suitable for you in light of your objectives, attitude to risk and financial circumstances. You should be aware of the risks, which would include the following:- a. The higher the margin of financing (that is, the amount of money you borrow for every ringgit of your own money which you put in as deposit or down payment), the greater the potential for losses as well as gains. b. 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. c. 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. d. 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. 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. This brief statement cannot disclose all the risks and other aspects of loan financing. You should therefore study the terms and conditions carefully before you decide to take a loan. If you are in doubt about any aspect of this risk disclosure statement or the terms of the loan financing, you should consult the institution offering the loan. 11. MONEY LAUNDERING STATEMENTS The applicant hereby warrants that:- a. The applicant is the underlying principal of the Account (where applicable) b. No person other than the applicant has or will have any interest in the Account (where applicable); and c. All monies as may be paid to TAIM from time to time shall come from a legitimate (and not illegal) source d. The applicant agrees to provide all such information and documents as may be necessary to verify the applicant’s identity and do all such acts and things as may be necessary to enable TAIM to comply with all applicable anti-money laundering and counter financing of terrorism (AML/CFT), and know-your-customer laws, rules and regulations (whether in Malaysia or elsewhere). The applicant agrees that TAIM shall not be liable or responsible in anyway whatsoever and shall be held harmless against any loss arising as a result of or in connection with any delay or failure to process any application or transaction if such information or documents requested by TAIM have not been promptly provided by the applicant to TAIM. e. TAIM reserves the right to terminate the relationship if any documents requested pursuant to the AML/CFT requirements are not received within 14 business days. In the event of termination, units will be redeemed at the closing NAV price on the 15th business day. Updated 0311 1-800-38-7147 www.tainvest.com.my HEAD OFFICE 23rd Floor, Menara TA One 22 Jalan P. Ramlee 50250 Kuala Lumpur Tel: (603) 2031 6603 I Fax: (603) 2031 4479 KOTA KINABALU Unit 4-0-14 Ground Floor, Block 4 Api-Api Centre Jalan Centre Point 88000 Kota Kinabalu, Sabah Tel: (088) 247 023 I (088) 236 023 I Fax: (088) 248 463 MIRI 1st Floor, Lot 3007 Morsjaya Commercial Centre Airport Road, 98000 Miri, Sarawak Tel: (085) 430 415 I (085) 439 620 I Fax: (085) 436 044 KUCHING L204, 1st Floor, Jalan Tunku Abdul Rahman 93100 Kuching, Sarawak Tel: (082) 233 203 I Fax: (082) 232 203 PENANG 54G, Persiaran Bayan Indah Bayan Bay, Sungai Nibong 11900 Penang Tel: (04) 6460 560 I Fax: (04) 6460 576