FIRST SUPPLEMENTAL PROSPECTUS IN RESPECT OF · no responsibility for the contents of the Prospectus...

THIS FIRST SUPPLEMENTAL PROSPECTUS DATED 12 MARCH 2019 HAS TO BE READ IN CONJUNCTION WITH THE PROSPECTUS DATED 12 MARCH 2019. FIRST SUPPLEMENTAL PROSPECTUS IN RESPECT OF

Manulife Shariah Global REIT Fund

This First Supplemental Prospectus is dated 12 March 2019. Manulife Shariah Global REIT Fund is constituted on 27 June 2018.

MANAGER Manulife Asset Management Services Berhad (834424-U) Incorporated in Malaysia under the Companies Act, 1965 TRUSTEES HSBC (Malaysia) Trustee Berhad (1281-T)

INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THE PROSPECTUS DATED 12 MARCH 2019 AND THIS FIRST SUPPLEMENTAL PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.

THIS FIRST SUPPLEMENTAL PROSPECTUS DATED 12 MARCH 2019 HAS TO BE READ IN CONJUNCTION WITH THE PROSPECTUS DATED 12 MARCH 2019. RESPONSIBILITY STATEMENTS This First Supplemental Prospectus has been reviewed and approved by the directors of Manulife Asset Management Services Berhad and they collectively and individually accept full responsibility for the accuracy of the information. Having made all reasonable enquiries, they confirm to the best of their knowledge and belief, that there are no false or misleading statements, or omission of other facts which would make any statement in this First Supplemental Prospectus false or misleading. STATEMENTS OF DISCLAIMER The Securities Commission Malaysia has authorized the Fund and a copy of this First Supplemental Prospectus has been registered with the Securities Commission Malaysia. The authorization of the Fund, and the registration of this First Supplemental Prospectus should not be taken to indicate that the Securities Commission Malaysia recommends the Fund or assumes responsibility for the correctness of any statement made, opinion expressed or report contained in the Prospectus or this First Supplemental Prospectus. The Securities Commission Malaysia is not liable for any non-disclosure on the part of Manulife Asset Management Services Berhad who is responsible for the Fund, and takes no responsibility for the contents of the Prospectus and this First Supplemental Prospectus. The Securities Commission Malaysia makes no representation on the accuracy or completeness of the Prospectus and this First Supplemental Prospectus, and expressly disclaims any liability whatsoever arising from, or in reliance upon, the whole or any part of its contents. INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IF INVESTORS ARE UNABLE TO MAKE THEIR OWN EVALUATIONS, THEY ARE ADVISED TO CONSULT PROFESSIONAL ADVISERS. ADDITIONAL STATEMENTS Investors should note that they may seek recourse under the Capital Markets and Services Act 2007 for breaches of securities laws including any statement in the Prospectus and this First Supplemental Prospectus that is false, misleading, or from which there is a material omission; or for any misleading or deceptive act in relation to the Prospectus and this First Supplemental Prospectus or the conduct of any other person in relation to the Fund. Manulife Shariah Global REIT Fund has been certified as being Shariah-compliant by the Shariah Adviser appointed for the Fund. Unless otherwise provided in this First Supplemental Prospectus dated 12 March 2019 (“the First Supplemental Prospectus”), all capitalized terms used herein shall have the same meaning as ascribed to them in the Prospectus dated 12 March 2019 (“the Prospectus”).

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THIS FIRST SUPPLEMENTAL PROSPECTUS DATED 12 MARCH 2019 HAS TO BE READ IN CONJUNCTION WITH THE PROSPECTUS DATED 12 MARCH 2019. EXPLANATORY NOTE This First Supplemental Prospectus has been issued to modify certain disclosures in the Prospectus, and to inform prospective Unit Holders of the change to the board of directors of the Manager and appointment of ZICO Shariah Advisory Services Sdn Bhd as the Shariah Adviser for the Fund with effect from 1 April 2019.

1. DEFINITION

Page 6 of the Prospectus - Definition

The definition of Shariah Adviser is replaced with the following:

Shariah Adviser or ZICO Shariah

refers to ZICO Shariah Advisory Services Sdn Bhd, the Shariah Adviser for the Fund.

2. CORPORATE DIRECTORY

Page 7 of the Prospectus – Shariah Adviser

The corporate directory of IBFIM is hereby deleted and replaced with the following: “ZICO Shariah Advisory Services Sdn. Bhd (769433-D) Level 7-6, Menara Milenium Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur Tel: 03-2093 3999 Fax: 03-2093 2999 Website: www.zicoholdings.com”

3. CHAPTER 1: THE FUND

Page 15-16 of the Prospectus – 1.4 Shariah investment guidelines, cleansing process and zakat (tithe) for the Fund

All references to “IBFIM” are hereby replaced with “ZICO Shariah”.

The paragraph in “Islamic Money Market Instruments” is hereby deleted and replaced with the following:

“Shariah Adviser will verify Islamic money market instruments, cash placements and Islamic liquid assets which are placed with the financial institutions.”

The information of “Reclassification of Shariah Status of the Fund’s Investment” in “1.4.2 Cleansing Process” is hereby deleted and replaced with the following:

“Reclassification of Shariah Status of the Fund’s Investment

For foreign Islamic REITs, which is a collective investment scheme in real estate whereby the tenants operate permissible activities according to Shariah are reclassified to be Shariah non-compliant upon review by Shariah Adviser will result in the Shariah

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http://www.zicoholdings.com/

THIS FIRST SUPPLEMENTAL PROSPECTUS DATED 12 MARCH 2019 HAS TO BE READ IN CONJUNCTION WITH THE PROSPECTUS DATED 12 MARCH 2019. non-compliant REITs being disposed off. For the purpose of purification, any capital gain arising from the disposal of the Shariah non-compliant REITs made at a market price/valuation, at the time of the announcement/review day can be kept. However, gains derived from the disposal of the Shariah non-compliant REITs after the announcement/review day at a market price/valuation that is above the closing price/valuation on the announcement/ review day should be deposited into a separate account which is segregated from the Fund’s account. The Fund may channel tainted income to baitumal and/or charitable bodies as may be advised by the Shariah Adviser.

For other than foreign Islamic REITs, reclassification of Shariah status refers to securities which are reclassified as Shariah non-compliant by the SACSC or the Shariah Adviser. The said securities will be disposed soonest practical, once the total amount of dividends received and the market value of the Shariah non-compliant securities held equal the original investment cost. Any capital gains arising from the disposal of the Shariah non-compliant securities made at the time of the announcement/review can be kept by the Fund. However, any excess capital gains derived from the disposal after the announcement/review day at a market price that is higher than the closing price on the announcement/review day is to be channeled to baitulmal or any charitable bodies as advised by the Shariah Adviser.”

4. CHAPTER 4: THE MANAGEMENT COMPANY

Page 28 of the Prospectus – 4.3 Role and Functions of the Board of Directors

The non-independent director, “Mark Steven O’Dell” is hereby replaced with “Lee Sang Hui”.

5. CHAPTER 7: THE SHARIAH ADVISER

Page 33-34 of the Prospectus – The Shariah Adviser

The information of IBFIM is hereby deleted and replaced with the following:

“7.1 General Information of the Shariah Adviser

ZICO Shariah is the Shariah Adviser for the Fund. ZICO Shariah is a member of ZICO Holdings and is registered with the SC to advise on sukuk issuances, Islamic funds as well as other Islamic capital market products and instruments. It is also approved by the Central Bank of Malaysia to provide Shariah advice, Shariah review and Shariah audit services to Islamic financial institutions. ZICO Shariah has more than 9 years of Shariah advisory experience.

7.2 Roles and Responsibilities of the Shariah Adviser

As Shariah Adviser, ZICO Shariah will ensure the operations and investments of the Fund are in compliance with Shariah requirements. ZICO Shariah will review the Fund’s investments on a monthly basis to ensure adherence with Shariah requirements at all times.

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THIS FIRST SUPPLEMENTAL PROSPECTUS DATED 12 MARCH 2019 HAS TO BE READ IN CONJUNCTION WITH THE PROSPECTUS DATED 12 MARCH 2019. In line with the SC Guidelines, the roles of ZICO Shariah as the Shariah Adviser are: 1. Ensuring that the operations and investments of the Fund are in compliance with

Shariah principles/ requirements; 2. Providing expertise and guidance for the Fund in all matters relating to Shariah

principles, including on the Fund’s Deed and Prospectus, its structure and investment process, and other operational and administrative matters;

3. Consulting the SC who may consult the SACSC where there is any ambiguity or uncertainty as to an investment, instrument, system, procedure and/or process;

4. Scrutinising the Fund’s compliance report as provided by the compliance officer, transaction report provided by or duly approved by the Trustee and any other report deemed necessary for the purpose of ensuring that the Fund’s investments are in line with the Shariah principles;

5. Preparing a report to be included in the Fund’s interim and annual report certifying whether the Fund has been managed and administered in accordance with the Shariah principles;

6. Ensuring that the Fund complies, with any guideline, ruling or decision issued by the SC, with regard to Shariah matters;

7. Vetting and advising on the promotional materials of the fund; and 8. Assisting and attending to any ad-hoc meeting called by the SC and/or any other

relevant authority. 7.3 Profile of the Shariah Team

Professor Dr Mohamad Akram Laldin

Professor Dr Mohamad Akram is currently the Executive Director of International Shari’ah Research Academy for Islamic Finance (ISRA). At present, he is the Member of Bank Negara Malaysia (BNM) Shariah Advisory Council, Shariah Advisory Committee of Employee Provident Fund (EPF), Member of Yassar Limited Shariah Advisory Board, EAB (London) Shariah Advisory Board, Chairman of Islamic Advisory Board HSBC Insurance Singapore, Shariah adviser to ZICO Advisory Malaysia, Member of Shariah Advisory Council International Islamic Financial Market (IIFM) Bahrain, Shariah Advisor to Dar al-Takaful Dubai, Committee member of AAOIFI Shariah Standards, Bahrain and other boards locally and internationally.

Prior to joining ISRA he was an Assistant Professor at the Kulliyah of Islamic Revealed Knowledge and Human Sciences, International Islamic University, Malaysia (IIUM). In the period 2002-2004, he was a Visiting Assistant Professor at the University of Sharjah, Sharjah, United Arab Emirates.

Professor Dr Akram holds a B.A. Honours degree in Islamic Jurisprudence and Legislation from the University of Jordan, Amman, Jordan and a Ph.D. in Principles of Islamic Jurisprudence (Usul al-Fiqh) from the University of Edinburgh, Scotland, United Kingdom. He is also a member of the Board of Studies of the Institute of Islamic Banking and Finance, International Islamic University Malaysia.

He is a registered Shariah adviser for Islamic securities with the SC and has acted as Shariah adviser in the issuance of several sukuk. In addition, he is also prolific author of academic works specifically in the areas of Islamic banking and finance. He is the recipient of the Zaki Badawi Award 2010 for Excellence in Shariah Advisory and Research.

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THIS FIRST SUPPLEMENTAL PROSPECTUS DATED 12 MARCH 2019 HAS TO BE READ IN CONJUNCTION WITH THE PROSPECTUS DATED 12 MARCH 2019. Professor Dr Ashraf bin Md Hashim

Professor Dr Ashraf bin Md Hashim is a senior researcher at the International Shariah Research Academy for Islamic Finance (ISRA) and a Professor at International Centre for Education in Islamic Finance (INCEIF). He is also Chief Executive Officer of ISRA Consultancy.

Professor Dr Ashraf bin Md Hashim attained a PhD (Islamic Law) from the University of Birmingham, UK, 1999; A Masters degree (1995) in Fiqh and Usul al-Fiqh from University of Jordan; Bachelor degree (1991) in Shari’ah from Islamic University in Medina. He has also obtained a Postgraduate Diploma in Islamic Law and Practice (2001) from International Islamic University Malaysia.

Previously, he was an academic staff at the Department of Fiqh and Usul Fiqh, Kulliyyah of Islamic Revealed Knowledge and Human Sciences, International Islamic University Malaysia. He was also seconded to Al-Madinah International University as Deputy Rector (Academic Affairs) for two years. He has to his credit two books and a number of articles published in local and international journals. He has been a Chevening Fellow at the Oxford Centre for Islamic Studies, United Kingdom.

Professor Dr Ashraf has vast experience in providing Shariah views on retail and investment banking products, sukuk structuring and unit trusts. He is also actively involved in advising Takaful and Retakaful companies. Currently, he is a member of Shariah Advisory Council, Central Bank of Malaysia and the SC. He is also a member of the National Fatwa Council of Malaysia and is currently the Chairman of the Shariah Committee of Bursa Malaysia. He also serves as Shariah Advisor to a number of Islamic Financial Institutions in Malaysia and abroad.

Dr. Aida Othman

Dr. Aida Othman is a Partner at Zaid Ibrahim & Co. She is also a Director with ZICO Shariah. Dr. Aida advises on Islamic banking and finance transactions and documentation; in particular, she has advised on Shariah compliance issues, structured Islamic products, Islamic financing documentation, sukuk issuance, takaful, regulatory framework for Islamic financial services, Islamic wealth management, Islamic private equity and unit trust funds. Dr. Aida Othman is the designated person responsible for Shariah matters relating to the Fund.

Dr. Aida holds a Doctor of Philosophy in Comparative Law & Middle Eastern Studies from Harvard University, United States of America. She also obtained her Masters of Law from Cambridge University, United Kingdom and Bachelor of Laws (First Class Honours) and Bachelor of Islamic Law (Syariah) (First Class Honours) from International Islamic University, Malaysia. Dr. Aida sits on the Shariah Advisory Board of HSBC Amanah Malaysia Berhad. Further information on the Shariah Adviser is provided in our website at www.manulifeinvestment.com.my.”

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http://www.manulifeinvestment.com.my/

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ManagerManulife Asset Management Services Berhad (834424-U)

TrusteeHSBC (Malaysia) Trustee Berhad (1281-T)

This Prospectus for Manulife Shariah Global REIT Fund is dated 12 March 2019.

Manulife Shariah Global REIT Fund is constituted on 27 June 2018.

INVESTORS ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THISPROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.

FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS” COMMENCING ON PAGE 10.

Prospectus in respect of theManulife Shariah Global REIT Fund

RESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAIMER

RESPONSIBILITY STATEMENTS This Prospectus has been reviewed and approved by the directors of Manulife Asset Management Services Berhad and they collectively and individually accept full responsibility for the accuracy of the information contained in this Prospectus. Having made all reasonable enquiries, they confirm to the best of their knowledge and belief, that there are no false or misleading statements, or omission of other facts which would make any statement in this Prospectus false or misleading. STATEMENTS OF DISCLAIMER The Securities Commission Malaysia has authorised the Fund and a copy of this Prospectus has been registered with the Securities Commission Malaysia. The authorisation of the Fund, and registration of this Prospectus, should not be taken to indicate that Securities Commission Malaysia recommends the said Fund or assumes responsibility for the correctness of any statement made, opinion expressed or report contained in this Prospectus. The Securities Commission Malaysia is not liable for any non-disclosure on the part of Manulife Asset Management Services Berhad, the management company responsible for the said Fund, and takes no responsibility for the contents in this Prospectus. The Securities Commission Malaysia makes no representation on the accuracy or completeness of this Prospectus, and expressly disclaims any liability whatsoever arising from, or in reliance upon, the whole or any part of its contents. INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IF INVESTORS ARE UNABLE TO MAKE THEIR OWN EVALUATION, THEY ARE ADVISED TO CONSULT PROFESSIONAL ADVISERS. ADDITIONAL STATEMENTS Investors should note that they may seek recourse under the Capital Markets and Services Act 2007 for breaches of securities laws including any statement in the Prospectus that is false, misleading, or from which there is a material omission; or for any misleading or deceptive act in relation to the Prospectus or the conduct of any other person in relation to the Fund. The Manulife Shariah Global REIT Fund has been certified as being Shariah-compliant by the Shariah Adviser appointed for the Fund.

Manulife Shariah Global REIT Fund 1

TABLE OF CONTENTS

TABLE OF CONTENTS ................................................................................................. 2 DEFINITION ................................................................................................................... 4 CORPORATE DIRECTORY .......................................................................................... 7 1 THE FUND .......................................................................................................... 8 1.1 Fund Information ............................................................................................................. 8 1.2 Risk Factors ................................................................................................................... 10 1.2.1 General Risks of Investing in the Fund ............................................................................ 10 1.2.2 Specific Risks Associated with the Fund .......................................................................... 10 1.2.3 Risk Management Strategy ............................................................................................. 13 1.3 Other Information .......................................................................................................... 14 1.4 Shariah Investment Guidelines, Cleansing Process and Zakat (tithe) for the Fund.. 15 1.4.1 Shariah Investment Guidelines ........................................................................................ 15 1.4.2 Cleansing Process .......................................................................................................... 15 1.4.3 Zakat (tithe) for the Fund ................................................................................................. 16 2 FEES, CHARGES AND EXPENSES ................................................................ 17 2.1 Charges Directly Incurred ............................................................................................. 17 2.1.1 Sales Charge .................................................................................................................. 17 2.1.2 Redemption Charge ........................................................................................................ 18 2.1.3 Transfer Fee .................................................................................................................... 18 2.1.4 Switching Fee .................................................................................................................. 18 2.1.5 Policy on Rounding Adjustment ....................................................................................... 19 2.2 Fees Indirectly Incurred ................................................................................................ 19 2.2.1 Annual Management Fee ................................................................................................ 19 2.2.2 Annual Trustee Fee ......................................................................................................... 19 2.3 Expenses ....................................................................................................................... 19 2.4 Others ............................................................................................................................ 20 3 TRANSACTION INFORMATION ...................................................................... 21 3.1 Determination of Prices ................................................................................................ 21 3.1.1 Valuation Basis ............................................................................................................... 21 3.1.2 Valuation Point ................................................................................................................ 22 3.1.3 Pricing Policy ................................................................................................................... 22 3.2 Computation of NAV and NAV per Unit ........................................................................ 22 3.3 Information on Purchasing and Redeeming Units ...................................................... 23 3.3.1 Opening an Account and Making an Investment .............................................................. 24 3.3.2 Processing of Application ................................................................................................ 24 3.3.3 Cooling Off ...................................................................................................................... 24 3.3.4 Redeeming an Investment ............................................................................................... 24 3.3.5 Switching ......................................................................................................................... 25 3.3.6 Transfer ........................................................................................................................... 25 3.4 Distribution Payment .................................................................................................... 25 3.5 Policy and Procedures on Unclaimed Monies ............................................................. 26 4 THE MANAGEMENT COMPANY ..................................................................... 27 4.1 Corporate Information ................................................................................................... 27 4.2 Role of the Manager ...................................................................................................... 27 4.3 Role and Functions of the Board of Directors ............................................................. 27 4.4 Investment Committee .................................................................................................. 28 4.5 Fund Management Function ......................................................................................... 28 4.6 Litigation and Arbitration .............................................................................................. 28 4.7 Other Information .......................................................................................................... 28 5 THE FUND MANAGER..................................................................................... 29 2 Manulife Shariah Global REIT Fund

5.1 Manulife Asset Management (US) LLC ........................................................................ 29 5.1.1 Background ..................................................................................................................... 29 5.1.2 Litigation and Arbitration .................................................................................................. 29 6 THE TRUSTEE .................................................................................................. 30 6.1 Duties and Responsibilities of the Trustee ................................................................. 30 6.2 Trustee’s Delegate ........................................................................................................ 30 6.3 Anti-Money Laundering and Anti-Terrorism Financing Provisions ........................... 31 6.4 Related Party Transactions/ Conflict of Interest ......................................................... 31 6.5 Statement of Disclaimer ............................................................................................... 31 6.6 Consent to Disclosure .................................................................................................. 32 6.7 Material Litigation ......................................................................................................... 32 7 THE SHARIAH ADVISER ................................................................................. 33 7.1 General Information of IBFIM ....................................................................................... 33 7.2 Experience in Advisory and Services .......................................................................... 33 7.3 Roles and Responsibilities of IBFIM as the Shariah Adviser ..................................... 33 7.4 Profile of the Shariah Team .......................................................................................... 33 8 SALIENT TERMS OF THE DEED ..................................................................... 35 8.1 Rights and Liabilities of Unit Holders .......................................................................... 35 8.1.1 Rights of Unit Holders ..................................................................................................... 35 8.1.2 Liabilities of Unit Holders ................................................................................................. 35 8.2 Maximum Fees and Charges Permitted by the Deed .................................................. 35 8.2.1 Direct Fees and Charges ................................................................................................ 35 8.2.2 Indirect Fees and Charges .............................................................................................. 35 8.3 Permitted Expenses Payable out of the Fund ............................................................. 36 8.4 Removal, Replacement and Retirement of the Management Company..................... 37 8.5 Removal, Replacement and Retirement of the Trustee .............................................. 37 8.6 The Fund and/or its Class(es) ...................................................................................... 38 8.7 Unit Holders’ Meeting ................................................................................................... 38 9 APPROVALS AND CONDITIONS .................................................................... 40 10 RELATED-PARTY TRANSACTIONS AND CONFLICT OF INTEREST .......... 41 10.1 Advisers ......................................................................................................................... 41 10.2 Cross Trade ................................................................................................................... 42 11 TAXATION OF THE FUND ............................................................................... 43 12 ADDITIONAL INFORMATION .......................................................................... 50 12.1 Anti-Money Laundering Policies and Procedures....................................................... 50 13 DOCUMENTS AVAILABLE FOR INSPECTION ............................................... 51 DISTRIBUTION CHANNEL AND OFFICES ................................................................. 52


DEFINITION

the Act or CMSA means the Capital Markets and Services Act 2007 as may be amended from time to time.

BNM means Bank Negara Malaysia.

Business Day means a day on which Bursa Malaysia is open for business. However, the Manager may declare certain business days to be non-business days if the markets in which the Fund is invested therein are closed for business and/or it is not a business day in the country of domicile of the Fund Manager.

Calendar Year means the period of 365 or 366 days (as the case may be) beginning on the 1st day of January of a year and ending on the 31st day of December of that same year.

CIS means collective investment scheme.

Class(es) Class(es) that are offered for subscription by the Fund are as follows: USD Class RM Class The Fund is allowed to establish new Class(es) from time to time.

Commencement Date

means the date on which the investments of the Fund may first be made and is the date which falls on the next Business Day after the expiry of the Initial Offer Period.

Deed means the Master Deed dated 16 August 2017, Supplemental Master Deed dated 23 January 2018, Second Supplemental Master Deed dated 8 June 2018, Third Supplemental Master Deed dated 27 June 2018 and subsequent supplemental deeds (if any) entered into between the Manager and the Trustee in relation to the Fund.

financial institution(s)

if the institution is in Malaysia: i) licensed bank as defined in the Financial Services Act 2013 (“FSA”); ii) licensed investment bank as defined in the Financial Services Act 2013;

or iii) Islamic bank as defined in the Islamic Financial Services Act 2013

(“IFSA”).

if the institution is outside Malaysia, any institution that is licensed/ registered/ approved/ authorised to provide financial services by the relevant banking regulator.

the Fund refers to the Manulife Shariah Global REIT Fund.

Fund Manager or MAMUS

refers to Manulife Asset Management (US) LLC.

GIA means General Investment Accounts, the investment accounts that work on any Shariah contracts which are applicable for investment purposes.

Guidelines refers to the Guidelines on Unit Trust Funds issued by the SC as may be amended from time to time.

Initial Offer Period

means the period during which Units are offered for sale at the Initial Offer Price.

4 Manulife Shariah Global REIT Fund

Initial Offer Price means a fixed price per Unit payable by an applicant for the purchase of Units during the Initial Offer Period.

IOSCO means International Organization of Securities Commissions.

Islamic deposits means a sum of money accepted or paid in accordance with Shariah - (a) on terms under which it will be repaid in full, with or without any gains,

return or any other consideration in money or money’s worth, either on demand or at a time or in circumstances agreed by or on behalf of the person making the payment and person accepting it; or

(b) under an agreement, on terms whereby the proceeds under the arrangement to be paid to the person paying the sum of money shall not be less than such sum of money,

but excludes money paid bona fide –

(i) by way of an advance or a part payment under a contract for the sale, hire or other provision of property or services, and is repayable only in the event that the property or services are not in fact sold, hired or otherwise provided;

(ii) by way of security for the performance of a contract or by way of security in respect of any loss which may result from the non-performance of a contract;

(iii) without limiting paragraph (ii), by way of security for the delivery up or return of any property, whether in a particular state of repair or otherwise; and

(iv) in such other circumstances, or to or by such other person, as set out in schedule 2 of the IFSA.

IUTA means Institutional Unit Trust Advisers.

Latest practicable date or LPD

as at 30 June 2018 being the latest practicable date for the purposes of ascertaining certain information deemed relevant and current as at the issuance date of this Prospectus.

Launch Date means the date on which sale of Units of the Fund was first made.

the Manager, Management Company or MAMSB

refers to Manulife Asset Management Services Berhad, the management company of the Fund.

NAV means the net asset value of the class(es) of the Fund which is determined by deducting the value of all the Fund’s liabilities from the value of all the Fund’s assets, at the valuation point. For the purpose of computing the annual management fee and annual trustee fee, the NAV of the Fund should be inclusive of the annual management fee and annual trustee fee for the relevant day; where the Fund has more than one Class of Units, there shall be a NAV of the Fund attributable to each Class of Units.

NAV per Unit means the NAV of the Fund divided by the total number of Units in circulation at the valuation point; where the Fund has more than one Class of Units, there shall be a Net Asset Value per Unit for each Class of Units; the Net Asset Value per Unit of a Class of Units at a particular valuation point shall be the Net Asset Value of the Fund attributable to that Class of Units divided by the number of Units in circulation for that Class of Units at the same valuation point.

OTC means over-the-counter.

Prospectus refers to the Fund’s Prospectus dated 12 March 2019.


REITs means real estate investment trusts.

RM means Ringgit Malaysia, the lawful currency of Malaysia.

RM Class refers to a class of Units of the Fund which is denominated in RM.

SACSC refers to the Shariah Advisory Council of the Securities Commission Malaysia.

SC means the Securities Commission Malaysia established under the Securities Commission Malaysia Act 1993.

Shariah means Islamic Law comprising the whole body of rulings pertaining to human conducts derived from sources of Shariah.

Shariah Adviser refers to IBFIM, the Shariah adviser for the Fund.

Shariah requirements

is a phrase or expression which generally means making sure that any human conduct must not involve any elements which are prohibited by the Shariah and that in performing that conduct, all the essential elements that make up the conduct must be present and each essential element must meet all the necessary conditions required by the Shariah for that element.

Special Resolution

means a resolution passed at a meeting of Unit Holders duly convened in accordance with the Deed by a majority of not less than three-fourths of the Unit Holders present and voting at the meeting in person or by proxy; for the avoidance of doubt, “three-fourths of the Unit Holders present and voting in person or by proxy” means three-fourths of the votes cast by the Unit Holders present and voting; for the purposes of winding-up the Fund or a class of Units, “Special Resolution” means a resolution passed at a meeting of Unit Holders duly convened in accordance with the Deed by a majority in number holding not less than three-fourths of the value of the votes cast by the Unit Holders present and voting at the meeting in person or by proxy.

Trustee refers to HSBC (Malaysia) Trustee Berhad.

Unit(s) means an undivided share in the beneficial interest and/or right in the Fund and a measurement of the right or interest of a Unit Holder in the Fund and means a Unit of the Fund; if the Fund has more than one Class of Units, it means a Unit issued for each class of Units.

Unit Holder(s) or you

refers to an investor registered pursuant to the Deed as the holder of Units including persons jointly registered.

USD means US Dollar, the lawful currency of the United States of America.

USD Class refers to a class of Units of the Fund which is denominated in USD.

UTCs means Unit Trust Consultants.


CORPORATE DIRECTORY

THE MANAGER

Manulife Asset Management Services Berhad (834424-U)

Registered Office Business Address 16th Floor, Menara Manulife No. 6, Jalan Gelenggang Damansara Heights 50490 Kuala Lumpur.

13th Floor, Menara Manulife No. 6, Jalan Gelenggang Damansara Heights 50490 Kuala Lumpur. Tel : 03-2719 9228 Fax : 03-2094 7654 Email : [email protected] Website : www.manulifeinvestment.com.my

THE TRUSTEE

HSBC (Malaysia) Trustee Berhad (1281-T)

Registered Office and Business Address 13th Floor, Bangunan HSBC, South Tower No. 2, Leboh Ampang 50100 Kuala Lumpur. Tel : 03-2075 7800 Fax : 03-2179 6511

SHARIAH ADVISER

IBFIM (763075-W)

Registered Office Business Address Suite 13.03, 13th Floor Menara Tan & Tan 207 Jalan Tun Razak 50400 Kuala Lumpur

3rd Floor, Menara Takaful Malaysia Jalan Sultan Sulaiman 50000 Kuala Lumpur. Tel : 03-2031 1010 Fax : 03-2078 5250 Email : [email protected] Website : www.ibfim.com

Please refer to page 52 for a list of our Distribution Channel and Offices. Investors may obtain further information on the Manager, Trustee, Shariah Adviser and its delegates from our website at www.manulifeinvestment.com.my.


mailto:[email protected]



http://www.ibfim.com/


1 THE FUND

1.1 FUND INFORMATION

Name of the Fund Manulife Shariah Global REIT Fund Fund Category Islamic Fund-of-Funds Base Currency USD Investment Objective

The Fund aims to provide regular income* and capital appreciation by investing in Islamic real estate investment trusts (REITs). *Note: Income distribution (if any) may be made in the form of cash or additional Units reinvested into the Fund. Any material change to the Fund’s investment objective would require Unit Holders’ approval.

Investment Policy and Strategy

To achieve its investment objective, the Fund will invest a minimum of 70% to a maximum of 98% of its NAV in listed Islamic REITs globally. A minimum of 2% up to a maximum of 30% of its NAV will be in Islamic liquid assets, which comprise of Islamic money market instruments and Islamic deposits with financial institution(s). The Fund will invest in different REITs sectors, including but not limited to commercial, industrial and residential. The countries/ markets that the Fund may invest in include, but are not limited to United States, United Kingdom, Ireland, Spain, Japan, Australia, Singapore, Hong Kong, China and South Korea, where the regulatory authority is an ordinary or associate member of the IOSCO. The investment opportunity of individual holdings will be made after reviewing the macroeconomic trends and REITs market outlook of the respective countries. The Fund Manager will target REITs that have historically generated regular income and also expect to generate future income with the potential for capital growth. In evaluating suitability of a REIT, the Fund Manager will review key attributes including, but not limited to, the underlying property of the REIT, performance of the REIT’s manager, and its rental yield. The Fund is actively managed and the trading strategy will depend on market opportunities and interest rate expectations. The Fund may employ Islamic hedging instruments for hedging purposes. The Fund Manager may take temporary defensive positions that may be inconsistent with the Fund’s investment strategy prescribed above in response to adverse market conditions, economic, political or any other condition. In such circumstances, the Fund Manager may allocate up to 100% of the Fund’s NAV into cash, Islamic money market instruments and/or Islamic deposits.

Asset Allocation 70%-98% in Islamic REITs; 2%-30% in Islamic liquid assets which comprise of cash, Islamic money

market instruments and Islamic deposits with financial institution(s). Performance Benchmark

IdealRatings® Global REITs Islamic Select Malaysia Index Note: The benchmark above is only used as a reference for investment performance comparison purpose. The risk profile of the Fund is not the same as the risk profile of this benchmark. The benchmark information and


disclaimer of IdealRatings are available in www.manulifeinvestment.com.my. Distribution Policy

Depending on the level of income (if any) the Fund generates, the Fund aims to distribute all or part of its distributable income on a semi-annual basis. The payment of distributions, if any, from the Fund will vary from period to period depending on the market conditions and performance of the Fund. The Manager has the right to make provisions for reserves in respect of distribution of the Fund. If the distribution available is too small or insignificant, any distribution may not be of benefit to the Unit Holders as the total cost to be incurred in any such distribution may be higher than the amount for distribution. The Manager has the discretion to decide on the amount to be distributed to the Unit Holders.

Investor Profile The Fund is suitable for investors who: wish to have investment exposure through a diversified portfolio of REITs

globally; seek regular income and potential capital appreciation over medium to

long-term (means the period of three (3) to five (5) years); and prefer Shariah-compliant investments.

Currency Class USD Class and RM Class. Note: The Fund is established as a multi-class fund. Hence, the Manager may offer additional Class(es) from time to time at its absolute discretion by way of a supplemental or replacement prospectus without prior consent from Unit Holders. Please refer to page 35 of Salient Terms of the Deed for further details.

Launch Date 12 March 2019 Initial Offer Period

Twenty-one (21) days from 12 March 2019 to 1 April 2019 or such other shorter period as may be determined by the Manager. The Manager may shorten the Initial Offer Period if the Manager is of the view that it is timely to commence the Fund to enable it to purchase assets for the Fund due to market conditions.

Initial Offer Price USD Class: USD0.5000; RM Class: RM0.5000



1.2 RISK FACTORS 1.2.1 General Risks of Investing in the Fund Market risk Market risk is a risk inherent to the entire market which cannot be eliminated. There are economic-wide perils and uncertainties which threaten all businesses, and that is why Unit Holders are exposed to market uncertainties. Fluctuation in market caused by uncertainties in the economy, political and social environment will affect the net asset value of a unit trust fund. Management Company risk This risk refers to the possibility that the Manager may not adhere to the investment guidelines and restrictions of a unit trust fund, its deed and internal policies due to factors such as human error or weaknesses in operational process and systems, which may affect the fund. Besides that, there are also risks that the Manager may face insolvency and/or non-compliance of certain conditions stipulated in the Guidelines and Act. However, this risk is mitigated by having the compliance department and internal audit department in the company to ensure that the Manager and the investments made by a unit trust fund adhere to all rules. Non-Compliance risk The risk arises from non-compliance with laws, rules, regulations, prescribed practices, investment mandate, internal policies and procedures. To mitigate this risk, the Manager has stringent internal controls and ensures that compliance monitoring processes are undertaken. Liquidity risk Liquidity risk is defined as the ease which a security can be sold at or near its fair value depending on the volume traded on the market. If a unit trust fund has a large portfolio of securities that are less liquid or difficult to sell, the securities may be sold at a discount to its fair value, hence affecting the value of a unit trust fund. Loan Financing risk This risk occurs when investors take a loan/ financing to finance their investment. The inherent risk of investing with borrowed/ financed money includes investors being unable to service the loan repayments/ financing payments. In the event units are used as collateral, an investor may be required to top-up the investors’ existing instalment if the prices of units fall below a certain level due to market conditions. Failing which, the units may be sold at a lower net asset value per unit as compared to the net asset value per unit at the point of purchase, towards settling the loan/ financing. Islamic unit trust fund’s investors are advised to seek for Islamic financing to finance their acquisition. 1.2.2 Specific Risks Associated with the Fund Specific Security risk The Fund’s portfolios comprise a spread of different investments, such as different Islamic REITs. The performance of an individual Shariah-compliant security invested can affect the overall NAV of the Fund. The risk is mitigated by careful selection of Shariah-compliant security as well as diversification through a basket of Shariah-compliant security. Credit and Default risk Credit and default risk arises when an issuer or counterparty of Islamic money market instruments/ placement of Islamic deposits is unable to make timely payments on profit and/or principals which may lead to a default in the payment of principal and profit and ultimately a reduction in the value of the Fund. Such risk could be mitigated through vigorous credit analysis and having regular updates on the business profile and the financial position of the issuer or counterparty of the instruments.


Risk Associated with Investments in REITs Property Taxes risk Any increase in property taxes law or requirement could have an adverse impact to income gained from sales of any property. This risk is mitigated by diversifying the portfolio across various property sub-segments and lessened further by investments in multiple countries to minimize concentration in any single market or economy. Rental risk Any material changes in the regulatory limits on rent could have an adverse impact on the income rental which may reduce dividend payout. This risk is mitigated by investing in a wide range of property sub-segments across different countries in the permissible region of investments. Regular monitoring of rental rates via channel checks by the Fund Manager is required to ensure timely portfolio decision-making. REITs Management risk REIT’s performance depends, in part, upon the continued service and performance of REIT’s manager. For example, the key personnel of REIT’s manager may leave the employment and affect results in the duties which such personnel are responsible for. The loss of key personnel, or the inability of the relevant businesses REIT’s manager to retain or replace qualified employees, could have an adverse effect on its operating results, affect its ability to generate cash and make distributions to the REIT’s investors. The REIT’s performance will have an impact on the investments of the Fund. Liquidity risk Illiquid assets that may not be able to be sold for a price that equates to the valuation of the assets, and any sale of such assets under such circumstances may have an adverse effect on the NAV of the Fund. As a consequence, the realizable value of an asset may be less than the full value based on its estimated future cash flows.

Reclassification of Shariah Status risk This is the risk that the currently held Shariah-compliant securities in the portfolio of the Fund may be reclassified to be Shariah non-compliant in the periodic review of the securities by the SACSC or the Shariah boards of the relevant Islamic indices. If this occurs, the Fund Manager will take necessary steps to dispose of such securities. There may be opportunity loss to the Fund due to the Fund not being allowed to retain the excess capital gains derived from the disposal of the Shariah non-compliant securities. The value of the Fund may also be adversely affected in the event of a disposal of Shariah non-compliant securities at a price lower than the investment cost. Please refer to Shariah Investment Guidelines in page 15 of this Prospectus for further details. Country risk The investments of the Fund may be affected by risks specific to the country in which it invests. Such risks include changes in the country’s economic fundamentals, social and political stability, currency movements and foreign investment polices as well as other external factors. To mitigate the risk, the Fund Manager will diversify the Fund’s investments by investing into different sectors and countries. Currency risk This risk is associated with investments of the Fund that are denominated in foreign currencies. Any fluctuation in the exchange rate between Ringgit Malaysia and the currencies in which the investments are denominated may affect the value of these investments. Any gains or losses arising from the fluctuation in the exchange rate may further increase or decrease the returns of the investment. Hedging may be applied to minimize the currency risk. However, Unit Holders are unable to enjoy upside from any currency appreciation.


Taxation Risk A portfolio may be subject to taxation resulting, for example, from income or realized capital gains attributable to certain portfolio securities. In certain cases, a double-taxation treaty may exist and serve to eliminate or ameliorate the effect of such taxation. In other cases, no such double-taxation treaty may exist. For example, a portfolio may invest in REIT securities of U.S. issuers. Dividends on the REIT securities of U.S. issuers generally will be subject to a 30% U.S. withholding tax. In addition, when the Fund sells a non-domestically controlled REIT in U.S. (REIT with less than 50% shareholding by US persons), a 10% withholding tax may be applicable on the gross receipts by the Fund. In general, these taxes will be neither refundable nor subject to reduction under an income tax treaty between the country of source and the country of residence of the Fund. No assurance can be given that applicable tax laws and interpretations thereof will not be changed or amended in the future in a manner that will adversely affect the Net Asset Value of the Fund. In addition, the Fund (through the Manager or its agents) may need to receive certain information from an investor for it to avoid certain withholding taxes. In particular, the Foreign Account Tax Compliance Act (“FATCA”) adopted in the United States will require the Fund (or the Manager) to obtain certain identifying information about its investors and potentially provide that information to the United States Internal Revenue Service. Subject to certain transition rules, investors that fail to provide the Manager or its agents with the requisite information will be subject to a 30% withholding tax on distributions to them and on proceeds from any sale or disposition. In addition, Units held by such investors may be subject to compulsory redemption. Risk considerations for investing in Islamic Hedging Instruments The Manager may use Islamic hedging instruments such as Islamic swap, Islamic forward and Islamic futures to hedge against adverse movements in currency exchange rates. This involves special risks, including but not limited to: the risk of loss from default by the counterparty, typically as a consequence of insolvency or

failed settlement; and the risk of the supply and demand factors in the derivatives market and in other related markets

impacting the liquidity of the derivatives market adversely, which in turn would adversely affect the Islamic hedging instrument’s pricing and the Fund.

The Manager will only enter into hedging transactions where the counterparty is a financial institution with minimum long-term credit rating by any domestic or global rating agency which indicates strong capacity for timely payment of financial obligations. In the event where the counterparty or issuer’s rating falls below the minimum required or it ceases to be rated, the Manager will liquidate its position within six months or sooner, unless the Trustee considers it to be in the best interest of the Unit Holders to do otherwise. All investments in Islamic hedging instruments will be closely monitored. IT IS IMPORTANT TO NOTE THAT THE ABOVE LIST OF RISKS MAY NOT BE EXHAUSTIVE. THE FUND MAY BE EXPOSED TO OTHER RISKS OF AN EXCEPTIONAL NATURE FROM TIME TO TIME.


1.2.3 Risk Management Strategy Risk management is an integral part of the Manager’s process in managing the Fund. In ensuring compliance with the Guidelines, and the Fund’s limits and investment restrictions, the Manager has in place clearly defined policies and procedures that have been approved by the board of directors and also a system for the monitoring of transactions. In addition, the Manager conducts a regular review on the economic, political and social factors to evaluate its effects on investments held by the Fund. Regular meetings are also held to deliberate on these factors, investment themes and portfolio decisions.


1.3 OTHER INFORMATION

Permitted Investments

The Fund may invest in the following: (a) Islamic CISs which include REITs listed or traded on markets where the

regulatory authority is an ordinary or associate member of IOSCO; (b) Islamic money market instruments and Islamic deposits; (c) Islamic hedging instruments; and (d) Any other forms of Shariah-compliant investments as may be agreed

between Manager and the Trustee from time to time in accordance with the objective of the Fund.

Investment Limits and Restrictions

(a) The Fund must invest in at least five (5) Islamic CIS at all times; (b) The Fund must not invest in a fund-of-funds, a feeder fund and any sub-

fund of an umbrella scheme which is a fund-of-funds or a feeder fund. (c) The value of the Fund’s investments in units/ shares of any Islamic CIS

must not exceed 30% of the Fund’s NAV; (d) The value of the Fund’s investments in Islamic deposits with any single

financial institution must not exceed 20% of the Fund’s NAV; (e) For investments in Islamic hedging instruments:

(i) the exposure to the underlying assets must not exceed the investment spread limits stipulated in the Guidelines;

(ii) the value of the Fund’s OTC Islamic hedging transaction with any single counter-party must not exceed 10% of the Fund’s NAV; and

(iii) The Fund’s exposure from Islamic hedging position should not exceed the Fund’s NAV at all times.

(f) The Fund’s investments in Islamic money market instruments must not exceed 10% of the instruments issued by any single issuer. This limit does not apply to Islamic money market instruments that do not have a pre-determined issue size; and

(g) The Fund’s investments in Islamic CISs must not exceed 25% of the units/ shares in any one Islamic CIS.

Borrowing and Securities Lending

Unless otherwise allowed by the SC or by any relevant law, and subject to such terms and conditions as the SC or any relevant law may prescribe, the Fund is not permitted to obtain financing to finance its activities or to grant or guarantee any financings or enter into a contract to purchase investments when it does not have the necessary funds to pay for the purchase. However, the Fund may obtain cash financing for the purposes of meeting redemption requests for Units and for short-term bridging requirements.

Financial Year End

30 November

List of Deeds Master Deed dated 16 August 2017, Supplemental Master Deed dated 23 January 2018, Second Supplemental Master Deed dated 8 June 2018 and Third Supplemental Master Deed dated 27 June 2018.


1.4 SHARIAH INVESTMENT GUIDELINES, CLEANSING PROCESS AND ZAKAT (TITHE) FOR THE FUND

1.4.1 Shariah Investment Guidelines The following matters are adopted by IBFIM in determining the Shariah status of investments of the Fund. A) INVESTMENTS IN MALAYSIA Investments in local REITs Reference for investment in local REITs is based on the “Additional List: Other Shariah-Compliant Capital Market Instruments” contained in the list of Shariah-compliant securities issued by the SACSC twice yearly on the last Friday of May and November which is readily available at the SC’s website. Investment in foreign REITs IBFIM will verify the Fund’s investment in foreign REITs based on the screening methodology and guidelines as below: Business Screening

Investment is not allowed in REITs which generate income through tenants operating in any of the following business activities: a) Alcoholic beverages b) Tobacco c) Pork related products d) Defense. e) Gambling f) Music g) Cinema h) Adult entertainment i) Stem cells The sum of non-permissible income generated from such tenants activities should not exceed 5% of the total income generated by the REIT. Moreover, the sum of interest-bearing income generated from conventional investments should not exceed 5% of the net income generated by the REIT.

Financial Screening a) Total sum of interest bearing debt should not exceed 33% of the assets market value. b) No investment in fixed income preferred shares are allowed. Note: For countries with no independent valuation e.g. US & Japan…etc., the enterprise value is used for the REIT asset valuation. Enterprise value = Market value of common shares + preferred equity + liabilities

+ minority interest – cash.

Islamic Money Market Instruments IBFIM will verify Islamic money market instruments based on the data available at Bond Info Hub (www.bondinfo.bnm.gov.my) and Fully Automated System for Issuing/ Tendering (https://fast.bnm.gov.my). 1.4.2 Cleansing Process Wrong Investment This refers to Shariah non-compliant investment made by the Fund Manager. The said investment will be disposed of/ withdrawn with immediate effect. In the event that the investment resulted in


http://www.bondinfo.bnm.gov.my/

https://fast.bnm.gov.my/

gain (through capital gain and/or dividend/ profit), the gain is to be channeled to baitulmal or any other charitable bodies as advised by the Shariah Adviser. If the disposal of the investment resulted in losses to the Fund, the losses are to be borne by the Fund Manager. Reclassification of Shariah Status of the Fund’s Investment Reclassification of Shariah status refers to security which is reclassified as Shariah non-compliant by the SACSC or the Shariah Adviser. The said security will be disposed soonest practical, once the total amount of dividends received and the market value of the Shariah non-compliant security held equal the original investment cost. Any capital gains arising from the disposal of the Shariah non-compliant security made at the time of the announcement/review can be kept by the Fund. However, any excess capital gains derived from the disposal after the announcement/review day at a market price that is higher than the closing price on the announcement/review day is to be channeled to baitulmal or any charitable bodies as advised by the Shariah Adviser. 1.4.3 Zakat (tithe) for the Fund The Fund does not pay zakat on behalf of Muslim individuals and Islamic legal entities who are investors of the Fund. Thus, investors are advised to pay zakat on their own. The Shariah Adviser confirms that the investment portfolio of Manulife Shariah Global REIT Fund will comprise instruments that have been classified as Shariah-compliant by the SACSC or the Shariah Advisory Council of BNM (“SAC BNM”). For instruments that are not classified as Shariah-compliant by the SACSC or the SAC BNM, they will review and determine the Shariah status of the said instruments in accordance with the ruling issued by the Shariah Adviser.


2 FEES, CHARGES AND EXPENSES

2.1 CHARGES DIRECTLY INCURRED 2.1.1 Sales Charge The sales charge levied on the purchase of units of the Fund from each distribution channel is as follows:

Distribution Channels Sales Charge (applicable to all Classes of Units) IUTA UTC Manager

Up to 5.00% of the NAV per Unit

The charges are negotiable. The Manager may at its discretion charge a lower sales charge, subject to qualifying criteria. All charges will be rounded up to two (2) decimal places and will be retained by the Manager. Note: Investors should note that sales charge levied may vary when you purchase Units from different distributors or the Manager, subject to the maximum sales charge disclosed herein. The difference in sales charge imposed is based on the different levels of services provided. Illustration (USD Class): Units are transacted at NAV per unit of the Class. Assuming that you invest USD10,000.00 in the Class at NAV per Unit of USD0.5000 and the sales charge is 5.00%. The total sales charge payable is as follows: USD Amount invested by Unit Holder 10,000.00 Sales charge incurred @ 5.00%

(5.00% x USD10,000.00) 500.00

Total amount paid by Unit Holder 10,500.00 Commissions Payable The sales and other commissions payable to the licensed sales representatives and/or unit trust advisers of the Manager are not paid from the Fund but from the sales charge and/or management fee retained by the Manager.


2.1.2 Redemption Charge There is no redemption charge levied on the redemption of Units. Therefore, the redemption price per Unit of the Class is equivalent to its NAV per Unit. Illustration (USD Class): Assuming you wish to redeem 10,000 Units and the NAV per Unit of the Class is USD0.5000. The redemption amount shall be as follows: Total amount = Number of Units to be redeemed x NAV per Unit Payable to you = 10,000 Units x USD0.5000 = USD5,000.00 2.1.3 Transfer Fee The transfer fee is applicable to all Classes of Units. Unit Holders are allowed to transfer Units of the Class to another investor subject to a transfer fee of RM3.00 for each request to transfer. 2.1.4 Switching Fee Switching between class(es) of the Fund Switching between class(es) of the Fund is not allowed. Switching out of the Class to other fund/ class of fund managed by the Manager Please note you are only allowed to switch out of the Class to other funds managed by the Manager where the fund/ class of the fund you intend to switch to is denominated in the same currency of the Class. When you switch out to other fund/ class of the fund, you will be charged the following fee:

Money Market/

Bond funds

Equity/ Balanced/ Mixed Asset funds and Fund-of-funds Loaded units with sales charge of

6% or 6.5%

Loaded units with sales charge of

5.5% Loaded units with sales charge of 5%

1% of the amount switched if switched within 30 days of

purchase

0.5% of the amount switched if switched within 30 days of purchase

Free for first 6 switches per calendar year for each Unit Holder’s account. Subsequently, 25.00 in respective

currency per switch. Switching into the Class from other fund/ class of fund managed by the Manager Please note you are only allowed to switch into the Class from other fund/ class of the fund managed by the Manager where the fund/ class of the fund you intend to switch from is denominated in the same currency of the Class. When you switch into the Class, you will be charged the following fee:

Bond/ Money Market funds Equity/ Balanced/ Mixed Asset funds and Fund-of-funds

No-load units1

Low-load

units2

Loaded units3


6.5%

Loaded units with sales

charge of 6%


5.5%

Loaded units with sales

charge of 5%

Sales Charge of the Fund

Free for first 6 switches per calendar year for each Unit Holder’s account. Subsequently, 25.00 in respective currency per switch.

Note: 1 No-load units are units that have not incurred any sales charge at the point of purchase. 2 Low-load units are units that have incurred a sales charge of 0.5% or less at the point of purchase. 3 Loaded units are units that have incurred a sales charge of 5.00% or more at the point of purchase and sales charge at 3.00% for investment through EPF.


2.1.5 Policy on Rounding Adjustment In calculating a Unit Holder’s investments, the Fund’s NAV per Unit which is also the selling and buying price per Unit of the Class will be rounded to 4 decimal places. Units allocated to a Unit Holder will be rounded to 2 decimal places. 2.2 FEES INDIRECTLY INCURRED 2.2.1 Annual Management Fee Up to 1.80% per annum of the NAV of the Fund calculated and accrued on a daily basis. 2.2.2 Annual Trustee Fee Up to 0.06% per annum of the NAV of the Fund excluding foreign custodian fees and charges. The fee is calculated and accrued daily, and payable monthly by the Fund to the Trustee. Note: The annual management fee and annual trustee fee is applicable to all Classes of Units. Please refer to section 3.2, Computation of NAV and NAV per Unit on how the annual management fee and annual trustee fee is calculated. The Manager may, for any reason at any time, waive, or reduce the amount of any fees (except the trustee fees) or other charges payable by you in respect of the Fund, either generally (for all investors) or specifically (for any particular investor) and for any period or periods of time at its absolute discretion. 2.3 EXPENSES Only the expenses which are directly related and necessary to the business of the Fund may be charged to the Fund. These would include (but are not limited to) the following: (a) commissions or fees paid to brokers or dealers (if any) in effecting dealings in the

investments of the Fund, shown on the contract notes or confirmation notes or difference accounts;

(b) (where the custodial function is delegated by the Trustee to a foreign sub-custodian), charges/ fees paid to the foreign sub-custodian;

(c) tax and other duties charged to the Fund by the government and other authorities (if any) and bank fees;

(d) fees and other expenses properly incurred by the auditor and tax agent; (e) remuneration and out-of-pocket expenses of independent members in the investment

committee, unless the Manager decides to bear the same; (f) fees for valuation of any investment of the Fund by independent valuers for the benefit of the

Fund; (g) costs incurred for the modification of the Deed other than for the benefit of the Manager or

Trustee; (h) costs incurred for any meeting of Unit Holders other than those convened for the benefit of

the Manager or Trustee; (i) the sale, purchase, takaful and any other dealings of investments including commissions or

fees paid to brokers; (j) costs incurred by external specialists approved by the Trustee in investigating and evaluating

any proposed investment; (k) the engagement of valuers, advisers and contractors of all kinds; (l) the preparation and audit of the Fund’s taxation returns and accounts; (m) the termination of the Fund or its Class(es), the retirement or removal of the Trustee or

Manager and the appointment of a new trustee or manager; (n) any proceedings, arbitration or other dispute concerning the Fund, its Class(es) or any asset,

including proceedings against the Trustee or the Manager, or commenced by either of them


for the benefit of the Fund or its Class(es) (except to the extent that legal costs incurred for the defence of either of them are ordered by the court not to be reimbursed out of the Fund);

(o) expenses incurred in the printing, distribution and postage of the annual and interim (if any) reports;

(p) 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;

(q) costs and fees incurred on securities lending carried out by the Fund; (r) all costs and/or expenses associated with the distributions declared pursuant to this Deed

and the payment of such distribution including without limitation fees, costs and/or expenses for the revalidation or reissuance of any distribution cheque or warrant or telegraphic transfer; and

(s) cost of obtaining expert opinion by the Trustee and the Manager for the benefit of the Fund or its Class(es).

2.4 OTHERS Policy on rebates and soft commissions It is the policy of the Manager to credit any rebates (if any) into the account of the Fund. The Manager will retain soft commissions received from brokers for goods and services which are of demonstrable benefit to the Unit Holders and advisory services that assist in the decision-making process relating to the investment of the Fund such as research materials, data and quotation services, computer software, investment advisory services and investment related publications which are incidental to the investment management activities of the Fund. Goods and services (soft commissions) may be retained by the Manager or its delegate if the goods and services are of demonstrable benefits to you, and dealings with the brokers/dealers are executed on terms which are the best available to the Fund. The Manager and its delegate have subscribed to the following non-exhaustive list of goods and services which are demonstrably beneficial to you such as Bloomberg, Reuters, Multex System, Thomson Financial, Nelson, IBES Earning Estimates, Portfolio Management System, Performance Analysis Tool and Investment Periodicals. Note: Applicable tax All charges and fees (e.g. sales charge, switching fee, transfer fee, management fee, trustee fee and any other relevant fee(s) and/or charge(s), whichever applicable, may be subject to tax that may be introduced by the Government of Malaysia from time to time, at the prevailing rate. The Manager, the Trustee and/or other service providers reserve the right to collect from you and/or the Fund an amount equivalent to the tax payable for all charges and fees, whichever applicable. Fees and charges disclosed may be subject to and exclusive of any taxes. THERE ARE FEES AND CHARGES INVOLVED AND INVESTORS ARE ADVISED TO CONSIDER THEM BEFORE INVESTING IN THE FUND.


3 TRANSACTION INFORMATION

3.1 DETERMINATION OF PRICES 3.1.1 Valuation Basis Valuation of the Fund will be carried out by the Manager in accordance with the Guidelines. The valuation bases for the authorised investments of the Fund are as below:

Investment Instruments Valuation Basis

Quoted/ Listed Investments

Quoted investments in Malaysia are valued at the last done market price quoted on the Bursa Malaysia at 5.00 p.m. or such other time as may be specified by the Bursa Malaysia.

Quoted investments in foreign markets are valued based on the last done market price of the respective exchanges.

Where no market value is publicly available or where the use of the quoted market value is inappropriate, or where no market price is available, such investments will be valued at fair value determined in good faith by the Manager, based on methods approved by the Trustee after appropriate technical consultation.

Deposits/Cash Deposits placed with financial institutions are valued daily with reference to their principal values and the interest accrued thereon for the relevant period.

Money Market Instruments

Money market instruments such as banker acceptance and negotiable certificate of deposits are valued daily by reference to the value of such investments and profits accrued thereon for the relevant period.

Unlisted CISs Unlisted CIS are valued based on the last published repurchase price per unit. If the last published repurchase price is unavailable, the price will be determined by the Manager, verified by the auditor and approved by the Trustee.

Hedging Instruments

Marked-to-market on a daily basis, where possible. Otherwise, the valuation will be based on fair value as determined in good faith by the Manager using methods and bases that have been verified by the Fund’s auditor and approved by the Trustee.

Suspended Counters

In the event the quoted investments/ listed investments are suspended, the investments will be valued at their last done price before suspension. In the event of a suspension in the quotation of the securities for a period exceeding 14 days, or such shorter period as agreed by the Trustee, then the securities should be valued at fair value, as determined in good faith by the Manager on methods or bases which have been verified by the auditor of the Fund and approved by the Trustee and adequately disclosed in the Prospectus of the Fund.

Where the value of the Fund’s assets are denominated in foreign currency, the assets are translated into on a daily basis to USD based on the bid foreign exchange rate quoted by Bloomberg or Reuters at U.K. time 4.00 p.m. the same day in accordance with FiMM’s Investment Management Standard, or such other time as may be prescribed from time to time by the relevant laws.


3.1.2 Valuation Point Valuation point refers to a time(s) on a Business Day which the Manager decides to conduct a valuation on the NAV. Valuation will be done daily at the end of the Business Day. However, as the Fund has exposure to investments outside of Malaysia, the Fund shall be valued at or before 5.00 p.m. on the next Business Day (or “T+1”). For example, to determine the NAV of the Fund/ Class(es) for Monday, valuation will be done only on the next Business Day (e.g. Tuesday). However, the prices used for valuation will be the value of the Fund’s assets on Monday. 3.1.3 Pricing Policy The Manager adopts the single pricing policy which is in line with the SC’s requirement for Malaysia’s unit trust industry. Under this regime, both the selling and buying price of Units will be quoted based on a single price i.e. the NAV per unit. The daily NAV per Unit is valued at the next valuation point on forward price basis (“Forward Pricing”). The selling and repurchase transactions are traded at forward prices. Units would be created/ redeemed based on the NAV per unit as at the end of the Business Day on which the requests for purchase or redemption are received or deemed to have been received by the Manager at or before 3.00 p.m. (4.00 p.m. for online switching and online payment). Any application received after this cut-off time will be considered as being transacted on the next Business Day. Sales charge and redemption charge (if any) that are to be levied on the purchase and sale of units by investors will not be incorporated in the quoted prices of the Fund. These charges will be computed and charged separately. Incorrect Pricing Subject to any relevant law, if there is an error in the pricing of the Class’s NAV per Unit, the Manager will take immediate remedial action to correct the error. Rectification shall, where necessary, extend to the reimbursements of money as follows if the error is at or above the significant threshold of 0.5% of the NAV per Unit: (a) if there is an over pricing in relation to the purchase and creation of Units, the Fund shall

reimburse the Unit Holder; (b) if there is an over pricing in relation to the redemption of Units, the Manager shall reimburse

the Fund; (c) if there is an underpricing in relation to the purchase and creation of Units, the Manager shall

reimburse the Fund; and (d) if there is an underpricing in relation to the redemption of Units, the Fund shall reimburse the

Unit Holder or former Unit Holder. Unless the Trustee directs otherwise, the Manager retains the discretion whether or not to reimburse if the error is below 0.5% of the NAV per Unit or where the total impact on an individual account is less than RM10.00 in absolute amount or its equivalent in foreign currencies. This is because the reprocessing costs may be greater than the amount of the adjustment. 3.2 COMPUTATION OF NAV AND NAV PER UNIT The valuation of the Fund will be in the Fund’s base currency i.e. USD. As such, the assets and cash denominated in any other currencies will be converted into USD for valuation purposes. The NAV of the Fund is determined by deducting the value of all the Fund’s liabilities from the value of all the Fund’s assets, at the valuation point. For the purpose of computing the annual management fee and annual trustee fee, the NAV of the Fund is inclusive of the management fee and the trustee fee for the relevant day. As the Fund has more than one Class of Units, there shall be a NAV of the Fund attributable to each Class of Units.


The NAV per Unit of a Class of Units (e.g. USD Class and RM Class) is the NAV of the Fund attributable to a particular Class of Units divided by the number of Units in circulation for that particular Class of Units, at the same valuation point. An illustration of computation of NAV and the NAV per Unit of the Fund:

Fund USD

USD Class USD

RM Class USD

Ratio between NAV of the Classes 40% 60%

Investments 150,000,000 60,000,000 90,000,000 Add: Other assets (including cash) 1,000,000 400,000 600,000

Total assets 151,000,000 60,400,000 90,600,000 Less: Liabilities (500,000) (200,000) (300,000)

NAV of the Fund before deducting management fee and trustee fee 150,500,000 60,200,000 90,300,000

Expenses:

Management fee 1.80% Management fee for the day 7,421.92 2,968.77 4,453.15 (1.80% ÷ 365 days)

Trustee fee 0.06% Trustee fee for the day 247.40 98.96 148.44 (0.06% ÷ 365 days)

Total expenses incurred by the Fund 7,669.32 3,067.73 4,601.59

NAV of the Fund after deducting management fee and trustee fee 150,492,330.68 60,196,932.27 90,295,398.41

Units in circulation 118,000,000 715,000,000 NAV per Unit of each Class in Base Currency

0.5101 0.1263

(exchange rate at USD1 = RM4) NAV of each Class USD 0.5101 RM 0.5051

Please note that the calculation set out above is for illustration purposes only, and exclusive of tax. 3.3 INFORMATION ON PURCHASING AND REDEEMING UNITS Units can be purchased and redeemed by completing the ‘Account Opening Form’ or ‘Repurchase/ Switching Form’ which can be: obtained from the Manager’s office or any of the Manager’s branches from 8.45 a.m. to 5.30

p.m.; or the Manager’s authorised distributors. Application and redemption of Units can be made on any Business Day subject to the cut-off time below:

Cut-off time for: walk-in 3.00 p.m. or any other time that may be determined by the Manager. online switching 4.00 p.m. online payment 4.00 p.m.

You should note that different distributors may have different cut-off times and procedures in respect of receiving applicable request. Please contact the relevant distributors for more information. Manulife Shariah Global REIT Fund 23

3.3.1 Opening an Account and Making an Investment Obtain the ‘Account Opening Form’ that comes together with this Prospectus. Read and understand the contents of this Prospectus before completing the ‘Account Opening Form’. USD Class RM Class Minimum initial investment

USD1,000.00 RM1,000.00 or such other lower amount as the Manager may from time to time decide.

Minimum additional investment

USD100.00 RM100.00 or such other lower amount as the Manager may from time to time decide.

The completed ‘Account Opening Form’ accompanied by the necessary remittance made out in a cheque in favor of ’MANULIFE ASSET MANAGEMENT SERVICES BERHAD - CLIENT TRUST ACCOUNT’ can then be forwarded to the Manager by hand at Manulife Asset Management Services Berhad, 13th Floor, Menara Manulife, 6, Jalan Gelenggang, 50490 Kuala Lumpur or branch offices of the Manager listed on page 52 during business hours. Investors intending to invest in a Class denominated in a non-RM currency are required to have a foreign currency account with any financial institutions as all transactions relating to the particular foreign currency will only be made via telegraphic transfers. Please be advised that if an investor invests in Units through an IUTA which adopts the nominee system, the investor would not be considered to be a Unit Holder under the Deed as the investor’s name will not appear in the register of Unit Holders. The investor 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 the right to vote in Unit Holders’ meeting). 3.3.2 Processing of Application A valid application or additional investment received before the cut-off time on any Business Day will be processed upon clearance of payment using Forward Pricing. If the said application is received after the cut-off time or on a non-Business Day, the application will be processed on the next Business Day. Note: The Manager reserves the right to accept or reject any application in whole or part thereof without assigning any reason. 3.3.3 Cooling Off The cooling-off period is only applicable to any person investing for the first time in any unit trust funds managed by the Manager and excludes staff of the Manager and persons registered to deal in unit trusts. You have the right, within six (6) business days from the day of the receipt by the Manager of your application form, to call for a withdrawal of your investments. A full refund of the money initially invested will be refunded to you within 10 calendar days from the receipt of the application for cooling-off by the Manager, i.e. the total 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. Provided that, withdrawal proceeds will only be paid to you once the Manager has received the cleared payments for the original investment. 3.3.4 Redeeming an Investment You may redeem part of or all your investment on any Business Day by completing a ‘Repurchase/Switching Form’. There is no restriction on the frequency of redemption. Units will be redeemed at the NAV per Unit as at the next valuation point (i.e. Forward Pricing). 24 Manulife Shariah Global REIT Fund

For all Classes of Units: Minimum redemption amount

500 Units or such other lower amount as the Manager may from time to time decide.

Minimum holding/ balance

1,000 Units or such other lower amount as the Manager may from time to time decide.

If the redemption request leaves a Unit Holder with less than 1,000 Units (minimum holding/balance) in his account, the Manager will request the Unit Holder to redeem the remaining Units in the Unit Holder’s account. The redemption proceeds will be paid within ten (10) calendar days (for RM Class) and within ten (10) Business Days (for USD Class) from the date on which the request to repurchase is received by the Manager. 3.3.5 Switching Switching is a facility which enables you to convert units of a particular fund/ class of the fund to the units of other fund/ class of the fund managed by the Manager. You may switch part of or all of your investment at any time by completing a ‘Repurchase/Switching Form’. It is provided that the fund/ class of the fund is denominated in the same currency as the Class that you intend to switch out/ into, and subject to the switching fee applicable to the respective funds. The minimum switch quantity is 1,000 Units and is subject to the minimum holding/ balance and minimum initial or additional investment amount of the respective funds. Switching from Islamic fund to a conventional fund is discouraged especially for Muslim Unit Holders. 3.3.6 Transfer You may transfer part of or all your Units in the Class to another person by completing a ‘Transfer Form’. The minimum transfer quantity is 1,000 Units and is subject to the minimum holding/ balance and minimum initial or additional investment amount of the respective funds. Please refer to page 52 for a list of distribution channels and offices. 3.4 DISTRIBUTION PAYMENT Unit Holders may choose to receive or reinvest any income distribution declared as follows: the income distribution will be credited directly into the Unit Holder’s bank account in the

currency denomination of the Class (the applicable cost and expenses will be borne by the Unit Holder); or

income distribution will be reinvested into additional Units of the Class. No Sales Charge will be imposed.

Income distribution will automatically reinvested, if: no distribution choice is made on the Fund’s Account Opening Form; or the income distribution amount is less than RM100.00 (for RM Class) and 300.00 in the

respective currency of other classes, or such amount as may be determined by the Manager from time to time.

In the absence of a valid bank account, the distribution (if any) will be reinvested. Manulife Shariah Global REIT Fund 25

Under the reinvestment policy, income distribution proceeds which are reinvested as additional Units of the Class will be based on the NAV per Unit on the Business Day following the income distribution declaration date. The reinvestment of such additional Units will only be done within 14 days of the income distribution declaration date. Payment cannot be made to bank accounts in the name of third parties. For joint account, the bank account provided could either be in the name of the principal accountholder or in the names of both account holders. UNIT PRICES AND DISTRIBUTIONS PAYABLE, IF ANY, MAY GO DOWN AS WELL AS UP. 3.5 POLICY AND PROCEDURES ON UNCLAIMED MONIES Any monies payable to Unit Holders which remain unclaimed after one year from the date of payment will be handled by the Manager in accordance with the requirements of the Unclaimed Monies Act, 1965. INVESTORS ARE ADVISED NOT TO MAKE PAYMENT IN CASH TO ANY INDIVIDUAL AGENT WHEN PURCHASING UNITS OF A FUND.


4 THE MANAGEMENT COMPANY

4.1 CORPORATE INFORMATION The Manager, Manulife Asset Management Services Berhad, was incorporated in Malaysia on 30 September 2008 under the Companies Act, 1965. The Manager commenced operations as a unit trust management company in late 2009. In 2012, pursuant to the rationalization and re-organization of the asset and unit trust management businesses of the Manulife group of companies where the business and assets of Manulife Asset Management (Malaysia) Sdn Bhd (“MAMM”) were transferred to the Manager, the Manager varied its Capital Markets and Services License for the regulated activity of “dealing in securities restricted to unit trust” to allow them to also conduct the regulated activity of “fund management” under the Act. With effect from 1 September 2014, the Manager is the holder of a Capital Markets Services License for the regulated activities of fund management, dealing in securities restricted to unit trusts, dealing in private retirement scheme and financial planning. On 13 November 2013, Manulife Holdings Berhad entered into an agreement to fully acquire MAAKL Mutual Bhd. Following the completion of the acquisition by Manulife Holdings Berhad of the entire share capital of MAAKL Mutual Bhd on 31 December 2013, MAAKL Mutual Bhd became a wholly owned subsidiary of Manulife Holdings Berhad. Pursuant to a vesting order granted by the High Court of Malaya, the business and assets of MAAKL Mutual Bhd has been merged with Manulife Asset Management Services Berhad. The merged entity has more than 15 years of experience in the unit trust industry. The investment professionals of the Manager form part of the Manulife group of companies’ asset management global network of investment professionals with more than 300 fund managers, analysts and traders who together provide comprehensive asset management solutions. 4.2 ROLE OF THE MANAGER The Manager is responsible for the operation and administration of the Fund; investment management of the Fund in accordance with among others, the provisions of the applicable Deed and the Manager’s internal policies and for the implementation of the investment strategy; marketing of the Fund; servicing Unit Holders’ needs; keeping proper administrative records of Unit Holders and accounting records of the Fund; ensuring that the Fund/Units are correctly priced; ensuring compliance with stringent internal procedures and guidelines of relevant authorities and relevant laws. 4.3 ROLE AND FUNCTIONS OF THE BOARD OF DIRECTORS The board of directors, who meet at least once every quarter, are mainly responsible for the overall development of the Manager. Their functions include setting policies and guidelines of the Manager, overseeing activities of the Manager and reviewing the performance, financial and audit reports of the Manager. In exercising their powers, the board of directors will act honestly with diligence and with reasonable skill. Each director has a fiduciary duty to the Manager and must not allow his or personal interests to conflict with that duty. Apart from the Manager’s Internal Code of Ethics and Conduct, the directors have to comply with statutory duties set out in the Companies Act 1965 and other relevant legislations.


Board of Directors Datuk Seri Panglima Mohd Annuar Bin Zaini (Independent Director) Dato’ Md Agil Bin Mohd Natt (Independent Director) Edmond Cheah Swee Leng (Independent Director) Gianni Fiacco (Non-Independent Director) Mark Steven O’Dell (Non-Independent Director) Wong Boon Choy (Non-Independent Director) Chong Soon Min (Jason) (Non-Independent Executive Director) 4.4 INVESTMENT COMMITTEE The duties and responsibilities of the Investment Committee are as follows: (a) Selecting appropriate strategies to achieve the proper performance of the Fund in accordance

with the fund management policies; (b) Ensuring that the strategies selected are properly and efficiently implemented by the Manager;

and (c) Actively monitor, measure and evaluate the fund management performance of the Manager/

Fund Manager. The Investment Committee meets at least four (4) times a year. 4.5 FUND MANAGEMENT FUNCTION Mr. Goh Yin Foo – Designated person responsible for the fund management function of the Fund Mr. Goh was an Executive Director/ Senior Analyst in HwangDBS Vickers Research Sdn Bhd, where he was involved in providing investment advisory services to the clients of the HwangDBS Investment Bank Group. Mr. Goh has more than 22 years of experience in the financial markets industry. He is a holder of Chartered Financial Analyst (CFA) title and Chartered Market Technician (CMT) title. He also holds the Capital Markets and Services Representative License in fund management. As the fund management of the Fund is directly undertaken by MAMUS, the role of Mr Goh is to review and provide oversight on the performance of the Fund. 4.6 LITIGATION AND ARBITRATION As at LPD, the Manager 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 or any of its delegates. 4.7 OTHER INFORMATION Further information on the Manager, investment committee and investment team are provided in our website at www.manulifeinvestment.com.my.



5 THE FUND MANAGER

5.1 MANULIFE ASSET MANAGEMENT (US) LLC 5.1.1 Background MAMUS (a wholly-owned subsidiary of Manulife Financial Corporation) was organized in 1968 in the state of Delaware and registered with the Securities and Exchange Commission (SEC) on August 4, 1992. MAMUS and its affiliates provide comprehensive asset management solutions for institutional investors and investment funds in key markets around the world since 1992. Its investment expertise extends across a broad range of public and private asset classes, as well as asset allocation solution. MAMUS’s investment teams operate in a boutique environment1, empowered to make investment decisions in line with their singular philosophy and their clients’ long-term objectives, are backed by the global network and resources of a trusted leader. MAMUS is appointed as the Fund Manager of the Fund. The function of the Fund Manager is to actively manage the investments of the Fund in accordance with its investment objectives. 5.1.2 Litigation and Arbitration As at LPD, there is no litigation or arbitration proceedings current, pending or threatened against or initiated by MAMUS nor is there any fact likely to give rise to any proceeding which might materially affect the business/ financial position of MAMUS or any of its delegates.

1 Means a market segment that requires highly individualized services (i.e. private mandate funds).


6 THE TRUSTEE

HSBC (Malaysia) Trustee Berhad (Company No. 1281-T) (the “Trustee”) is a company incorporated in Malaysia since 1937 and registered as a trust company under the Trust Companies Act 1949, with its registered address at 13th Floor, Bangunan HSBC, South Tower, No. 2, Leboh Ampang, 50100 Kuala Lumpur.

Since 1993, the Trustee has acquired experience in the administration of trusts and has been appointed as trustee for unit trust funds, exchange traded funds, wholesale funds and funds under private retirement scheme. 6.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE The Trustee’s main functions are to act as trustee and custodian of the assets of the Fund and to safeguard the interests of Unit Holders of the Fund. In performing these functions, the Trustee has to exercise all due care, diligence and vigilance and is required to act in accordance with the provisions of the Deed, CMSA and the Guidelines. Apart from being the legal owner of the Fund’s assets, the Trustee is also responsible for ensuring that the Manager performs its duties and obligations in accordance with the provisions of the Deed, CMSA and the Guidelines. In respect of monies paid by an investor for the application of units, the Trustee’s responsibility arises when the monies are received in the relevant account of the Trustee for the Fund and in respect of redemption, the Trustee’s responsibility is discharged once it has paid the redemption amount to the Manager. 6.2 TRUSTEE’S DELEGATE The Trustee has appointed the Hongkong and Shanghai Banking Corporation Ltd as custodian of both the local and foreign assets of the Fund. For quoted and unquoted local investments of the Fund, the assets are held through their nominee company, HSBC Nominees (Tempatan) Sdn Bhd. The Hongkong and Shanghai Banking Corporation Ltd is a wholly owned subsidiary of HSBC Holdings Plc, the holding company of the HSBC Group. The custodian’s comprehensive custody and clearing services cover traditional settlement processing and safekeeping as well as corporate related services including cash and security reporting, income collection and corporate events processing. All investments are registered in the name of the Trustee or to the order of the Trustee. The custodian acts only in accordance with instructions from the Trustee.

The Trustee shall be responsible for the acts and omissions of its delegate as though they were its own acts and omissions.

However, the Trustee is not liable for the acts, omissions or failure of third party depository such as central securities depositories, or clearing and/or settlement systems and/or authorised depository institutions, where the law or regulation of the relevant jurisdiction requires the Trustee to deal or hold any asset of the Fund through such third parties.

Particulars of the Trustee’s Delegate For foreign asset: 1) The Hongkong and Shanghai Banking Corporation Limited 6/F, Tower 1, HSBC Centre, 1 Sham Mong Road, Hong Kong Telephone No: (852)2288 6111


For local asset: 2) The Hongkong and Shanghai Banking Corporation Limited (As Custodian) and assets held through HSBC Nominees (Tempatan) Sdn Bhd (Co. No. 258854-D) No 2 Leboh Ampang 50100 Kuala Lumpur Telephone No: (603)2075 3000 Fax No: (603)2179 6488 6.3 ANTI-MONEY LAUNDERING AND ANTI-TERRORISM FINANCING

PROVISIONS The Trustee has in place policies and procedures across the HSBC Group, which may exceed local regulations. Subject to any local regulations, the Trustee shall not be liable for any loss resulting from compliance of such policies, except in the case of negligence, willful default or fraud of the Trustee. 6.4 RELATED PARTY TRANSACTIONS/ CONFLICT OF INTEREST As Trustee for the Fund, there may be related party transaction involving or in connection with the Fund in the following events:-

1) Where the Fund invests in instruments offered by the related party of the Trustee (e.g. placement of monies, structured products, etc.);

2) Where the Fund is being distributed by the related party of the Trustee as IUTA; 3) Where the assets of the Fund are being custodised by the related party of the Trustee both

as sub-custodian and/or global custodian of the Fund (Trustee’s delegate); and 4) Where the Fund obtains financing as permitted under the Guidelines, from the related party

of the Trustee.

The Trustee has in place policies and procedures to deal with conflict of interest, if any. The Trustee will not make improper use of its position as the owner of the Fund's assets to gain, directly or indirectly, any advantage or cause detriment to the interests of Unit Holders. Any related party transaction is to be made on terms which are best available to the Fund and which are not less favorable to the Fund than an arms-length transaction between independent parties.

Subject to the above and any local regulations, the Trustee and/or its related group of companies may deal with each other, the Fund or any Unit Holder or enter into any contract or transaction with each other, the Fund or any Unit Holder or retain for its own benefit any profits or benefits derived from any such contract or transaction or act in the same or similar capacity in relation to any other scheme. 6.5 STATEMENT OF DISCLAIMER The Trustee is not liable for doing or failing to do any act for the purpose of complying with law, regulation or court orders.


6.6 CONSENT TO DISCLOSURE The Trustee shall be entitled to process, transfer, release and disclose from time to time any information relating to the Fund, Manager and Unit Holders for purposes of performing its duties and obligations in accordance to the Deed, the Act, Guidelines and any other legal and/or regulatory obligations such as conducting financial crime risk management, to the Trustee’s parent company, subsidiaries, associate companies, affiliates, delegates, service providers, agents and any governing or regulatory authority, whether within or outside Malaysia (who may also subsequently process, transfer, release and disclose such information for any of the above mentioned purposes) on the basis that the recipients shall continue to maintain the confidentiality of information disclosed, as required by law, regulation or directive, or in relation to any legal action, or to any court, regulatory agency, government body or authority. 6.7 MATERIAL LITIGATION As at LPD, the Trustee is not engaged in any material litigation and arbitration, including those pending or threatened, and is not aware of any facts likely to give rise to any proceedings which might materially affect the business/ financial position of the Trustee and any of its delegates. Further information on the Trustee is provided in our website at www.manulifeinvestment.com.my.



7 THE SHARIAH ADVISER

IBFIM is the Shariah Adviser for the Fund. IBFIM will counsel on the mechanics of the operations of the Fund to ensure that the operations of the Fund comply with Shariah requirements. 7.1 GENERAL INFORMATION OF IBFIM IBFIM was incorporated as a company limited by guarantee and not having share capital in Malaysia under the Companies Act, 1965 on 15 February 2007. 7.2 EXPERIENCE IN ADVISORY AND SERVICES IBFIM is registered Shariah Adviser with the SC. IBFIM is also involved in Shariah-compliant private mandates as well as the Shariah Adviser for Islamic REITs and Islamic asset management houses. 7.3 ROLES AND RESPONSIBILITIES OF IBFIM AS THE SHARIAH

ADVISER As Shariah Adviser, IBFIM will ensure the operations and investments of the Fund are in compliance with Shariah requirements. IBFIM will review the Fund’s investments on a monthly basis to ensure adherence with Shariah requirements at all times. In the end, the final responsibility to ensure Shariah compliancy of the Fund rests solely with the Manager. In line with the SC Guidelines, the roles of IBFIM as the Shariah Adviser are: 1) Ensuring that the Fund is managed and administered in accordance with the Shariah

principles; 2) Providing expertise and guidance for the Fund in all matters relating to Shariah principles,

including on the Fund’s Deed and Prospectus, its structure and investment process, and other operational and administrative matters;

3) Consulting the SC who may consult the SACSC where there is any ambiguity or uncertainty as to an investment, instrument, system, procedure and/or process;

4) Scrutinising the Fund’s compliance report as provided by the compliance officer, transaction report provided by or duly approved by the Trustee and any other report deemed necessary for the purpose of ensuring that the Fund’s investments are in line with the Shariah principles;

5) Preparing a report to be included in the Fund’s interim and annual report certifying whether the Fund has been managed and administered in accordance with the Shariah principles;

6) Ensuring that the Fund complies, with any guideline, ruling or decision issued by the SC, with regard to Shariah matters;

7) Vetting and advising on the promotional materials of the fund; and 8) Assisting and attending to any ad-hoc meeting called by the SC and/or any other relevant

authority. 7.4 PROFILE OF THE SHARIAH TEAM IBFIM’s Shariah team consists of the following personnel: Haji Azizi Che Seman Chairman, IBFIM Shariah Committee

Haji Azizi Che Seman is currently a senior lecturer at the Department of Shariah and Economics, Academy of Islamic Studies, University of Malaya, a position he has held since 2002. He has been appointed as the Chairman of IBFIM Shariah Committee effective on October 2017. He is also the


Chairman of the Shariah Committee of Bank Muamalat Malaysia Berhad and the Chairman of the Shariah Advisor of AIBIM.

In terms of qualification, he holds a Master Degree in Economics from International Islamic University of Malaysia in 2001 and a Bachelor of Shariah from University of Malaya in 1996. His specialisation areas are in Islamic Capital Market, Islamic Economics, Fiqh Muamalat and Islamic Research Methodology. Dr. Ahmad Zakirullah Bin Mohamed Shaarani Managing Advisor (Shariah)

Dr. Ahmad Zakirullah is a member of Shariah Committee of the United Overseas Bank Malaysia Berhad. He joined IBFIM in February 2008. He is responsible in providing Shariah input on the advisory, consultancy and research functions with regard to Islamic banking, takaful, Islamic capital market and Islamic funds. Prior to joining IBFIM, he served at University Sains Islam Malaysia and PTPL College.

He obtained his Diploma of Shariah Islamiyyah (Hons) from Higher Institute of Islamic and Arabic Language (MADIWA), Perak, Bachelor of Shariah Islamiyyah (Hons) Degree from Al-Azhar University, Egypt, Master’s Degree (Hons) of Islamic Revealed Knowledge and Heritage (Fiqh and Usul al-Fiqh) from the International Islamic University Malaysia and Doctor of Philosophy of Usul al-Fiqh from University of Malaya. He is the designated person responsible for Shariah matters related to the Islamic funds management-related activities. Muhammad Khairulnizam Bin Alias Consultant (Shariah)

Muhammad Khairulnizam, a graduate of Bachelor of Islamic Revealed Knowledge and Heritage (Fiqh and Usul al-Fiqh) (Hons) Degree from International Islamic University Malaysia (IIUM). Prior to joining IBFIM, he has worked as a customer service and technical support.

Currently, he is responsible in providing Shariah input on the advisory, consultancy and research functions with regard to Islamic banking, takaful, Islamic capital market and Islamic unit trust funds, including but not limited to conduct surveillance on non-financial institutions activities. He is experienced in conversion of conventional product to Islamic as well as audit and review for many financial institutions. He is the designated person responsible for Shariah matters related to the Islamic funds management-related activities. Further information on the Shariah Adviser is provided in our website at www.manulifeinvestment.com.my.



8 SALIENT TERMS OF THE DEED

8.1 RIGHTS AND LIABILITIES OF UNIT HOLDERS 8.1.1 Rights of Unit Holders As a Unit Holder of the Fund, and subject to the provisions of the Deed, you have the right to: (a) receive distributions, if any, from the Fund; (b) participate in any increase in the NAV per Unit of the Fund/ Class; (c) call for Unit Holders’ meetings and to vote for the removal of the Trustee or the Manager

through a Special Resolution; (d) receive interim and annual reports on the Fund; and (e) exercise such other rights and privileges as provided for in the Deed.

However, Unit Holders would not have the right to require the transfer to them any of the investments of the Fund. Neither would Unit Holders have the right to interfere with or to question the exercise by the Trustee (or by the Manager on the Trustee’s behalf) of the rights of the Trustee as trustee of the investments of the Fund. 8.1.2 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: (a) 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 Class as set out in the Prospectus and the Deed. (b) 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.

8.2 MAXIMUM FEES AND CHARGES PERMITTED BY THE DEED 8.2.1 Direct Fees and Charges The maximum rate of direct fees and charges allowable by the Deed are as follows:

Charges Maximum Charge on NAV per Unit Sales charge 6.50% Redemption charge 3.00%

8.2.2 Indirect Fees and Charges The maximum rate of indirect fees and charges allowable by the Deed are as follows:

Charges Maximum Fee per annum on NAV of the Fund Annual management fee 3.00% Annual trustee fee 0.20% (excluding foreign sub-custodian fees and charges)

A lower fee and/or charges than what is stated in the Deed may be charged, all current fees and/or charges are disclosed in the Prospectus.


Any increase of the fees and/or charges above that stated in the current Prospectus may be made provided that a supplemental prospectus is issued and the maximum stated in the Deed shall not be breached. Any increase of the fees and/or charges above the maximum stated in the Deed shall require your approval. 8.3 PERMITTED EXPENSES PAYABLE OUT OF THE FUND The Deed also provides for payment of other expenses, which include (without limitation) expenses connected with: (a) commissions and/or fees paid to brokers or dealers in effecting dealings in the investments of

the Fund, shown on the contract notes or confirmation notes or difference accounts; (b) (where the foreign custodial function is delegated by the Trustee), charges and/or fees paid

to the sub-custodian; (c) tax and other duties charged on the Fund by the government and other authorities if any and

bank fees; (d) the fees and other expenses properly incurred by the Auditor and tax agent; (e) remuneration and out of pocket expenses of the independent members of the investment

committee of that Fund, unless we decide to bear the same; (f) fees for valuation of any investment of the Fund by independent valuers for the benefit of the

Fund; (g) costs incurred for the modification of the Deed otherwise than for the benefit of the Manager

or the Trustee; (h) costs incurred for any meeting of Unit holders other than those convened for the benefit of

the Manager or the Trustee; (i) the sale, purchase, takaful, custody and any other dealings of investments including

commissions/fees paid to brokers; (j) costs involved with external specialists approved by the Trustee in investigating and

evaluating any proposed investment; (k) the engagement of valuers, advisers and contractors of all kinds; (l) preparation and audit of the taxation returns and accounts of the Fund; (m) termination of the Fund or Class and the retirement or removal of the Trustee or the Manager

and the appointment of a new trustee or Manager; (n) any proceedings, arbitration or other dispute concerning the Fund, Class or any asset,

including proceedings against the Trustee or the Manager by the other of them for the benefit of the Fund or Class (except to the extent that legal costs incurred for the defense of either of them are not ordered by the court to be reimbursed out of the Fund );

(o) costs of obtaining experts opinion by the Trustee and the Manager for the benefit of the Fund or Class; and

(p) all costs and/or expenses associated with the distributions declared pursuant to this Deed and the payment of such distribution including without limitation fees, costs and/or expenses for the revalidation or reissuance of any distribution cheque or distribution warrant or telegraphic transfer.

The Trustee and us are required to ensure that any fees or charges payable are reasonable and in accordance with the Deed.


8.4 REMOVAL, REPLACEMENT AND RETIREMENT OF THE MANAGEMENT COMPANY

The Manager must retire when required to retire by law. The Manager may retire upon giving twelve (12) months’ notice to the Trustee of our desire to do so, or such shorter notice as the Manager and the Trustee may agree, in favour of another corporation. The Manager shall retire under the following circumstances: • if a Special Resolution is duly passed by the Unit Holders that the Manager be removed; or • if the Manager ceases to be approved by the SC to be the manager of unit trust schemes.

The Manager may be removed by the Trustee under certain circumstances outlined in the Deed. These include: • if the Manager has gone into liquidation (except a voluntary liquidation for the purpose of

reconstruction or amalgamation upon terms previously approved in writing by the Trustee) or cease to carry on business or if a receiver shall be appointed in respect of the undertaking or assets of the Manager or if any encumbrances shall take possession of any of its assets; or

• if the Manager ceases to carry on business; or • if the Trustee is of the opinion that the Manager has, to the prejudice of the Unit Holders, failed

to comply with any provision or covenant under the Deed or contravened any of the provisions of the CMSA; or

• 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 the Unit Holders for it to do so, after the Trustee has given reasonable 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 SC and with the approval of the Unit Holders; or

• if a petition has been presented for the winding up against us (other than for the purpose of and followed by a reconstruction, unless during or following such reconstruction, we become or is declared insolvent).

In any of the above said circumstances, we for the time being shall upon receipt of such notice by the Trustee cease to be the Manager and the Trustee shall by writing under its seal appoint another corporation to be the Manager of the Fund subject to such corporation entering into a deed(s) with the Trustee and thereafter act as Manager during the remaining period of the Fund. The Manager may be replaced by another corporation appointed as manager by Special Resolution of the Unit holders at a Unit holder’s meeting convened in accordance with the Deed either by the Trustee or the Unit Holders. 8.5 REMOVAL, REPLACEMENT AND RETIREMENT OF THE TRUSTEE The Manager and the Trustee may agree, and may by Deed appoint in its stead a new trustee approved by the SC. The Trustee must retire as Trustee of the Fund when required to retire by law. The Trustee may retire by giving twelve (12) months’ notice to us or any shorter notice we accept.


The Manager may remove the Trustee and the Trustee covenants that it will retire or be removed from the Fund constituted by or pursuant to the Deed if and when requested so to do by the Manager if: • the Trustee shall go into liquidation; • the Trustee is placed under receivership, ceases to exist, fails or neglects its duties; • the Trustee ceases to be approved by the SC to be a trustee for unit trust schemes; or • a Special Resolution is duly passed by the Unit holders that the Trustee be removed.

Additionally, the Manager is legislatively empowered under Section 299 of the CMSA to remove the Trustee under specific circumstances set out therein. The Trustee may be replaced by another corporation appointed as trustee by a Special Resolution of the Unit Holders at a Unit Holders’ meeting convened in accordance with the Deed either by the Manager or the Unit Holders. 8.6 THE FUND AND/OR ITS CLASS(ES) The Fund or any of the Classes may be terminated or wound-up upon the occurrence of any of the following events: (a) the SC’s authorization is withdrawn under Section 256E of the CMSA; or (b) a Special Resolution is passed at a Unit holders’ meeting of all the Unit Holders of the Fund

or the relevant Class to terminate or wind-up the Fund or that Class as the case may be, following the occurrence of events stipulated under Section 301(1) of the CMSA and the court has confirmed the resolution, as required under Section 301(2) of the CMSA; or

(c) a Special Resolution is passed at a Unit holders’ meeting of all the Unit Holders of the Fund or the relevant Class to terminate or wind-up the Fund or that Class as the case may be; or

(d) on reaching the Fund’s or that Class’ Maturity Date (if any); or (e) the effective date of an approved transfer scheme, as defined under the Guidelines, has

resulted in the Fund, which is the subject of the transfer scheme, being left with no asset/property.

A Class of a Fund may be terminated if a Special Resolution is passed at a Unit holders’ meeting of that Class to terminate or wind-up that Class provided always that such termination or winding-up of that Class does not materially prejudice the interest of any other Class in that Fund 8.7 UNIT HOLDERS’ MEETING A Unit holders' meeting may be called by us, the Trustee and/or Unit Holders. Where the Manager or the Trustee convenes a meeting, the notice of the time and place of the meeting and terms of resolution to be proposed shall be given to the Unit Holders in the following manner: (a) by sending by post a notice of the proposed meeting at least fourteen (14) days before the

date of the proposed meeting, to each Unit Holder at the Unit Holder's of the Fund or that Class, as the case may be, last known address or, in the case of Joint holders, to the Joint holder of the Fund or that Class, as the case may be, whose name stands first in our records at the Joint holder's last known address; and

(b) by publishing, at least fourteen (14) days before the date of the proposed meeting, an advertisement giving notice of the meeting in a national language newspaper published daily and circulating generally throughout Malaysia, and in one other newspaper as may be approved by the SC.


The Manager shall within twenty-one (21) days after an application is delivered to the Manager at the registered office of the Manager, being an application by not less than fifty (50), or one-tenth (1/10) in number, whichever is less, of the Unit Holders of the Fund or a Class, as the case may be, to which this Deed relates, summon a meeting of the Unit holders:

i) by sending a notice by post of the proposed meeting at least seven (7) days before the date of the proposed meeting to each of those Unit Holders of the Fund or that Class, as the case may be, at his/her last known address or in the case of joint Unit Holder, to the joint Unit Holder of the Fund or that Class, as the case may be, whose name stands first in our records at the joint Unit Holder's last known address; and

ii) by publishing at least fourteen (14) days before the date of the proposed meeting, an advertisement giving notice of the meeting in a national language national daily newspaper and in one other newspaper as may be approved by the SC; and

iii) specify in the notice, the place, time and terms of the resolutions to be proposed, for the purpose of considering the most recent financial statements of the Fund or relevant Class, or for the purpose of requiring the retirement or removal of the Manager OR the Trustee, or for the purpose of giving to the Trustee such directions as the meeting thinks proper, or for the purpose of considering any other matter in relation to this Deed. The quorum for a meeting of Unit holders of the Fund or Class, as the case may be, is five (5) Unit Holders of the Fund (irrespective of the Class) or Class, as the case may be present in person or by proxy, provided that for a meeting which requires a Special Resolution the quorum for that meeting shall be five (5) Unit Holders of the Fund (irrespective of the Class) or Class, as the case may be, whether present in person or by proxy, holding in aggregate at least twenty five per centum (25%) of the Units in issue of the Fund (irrespective of the Class) or Class, as the case may be, at the time of the meeting. If the Fund or Class, as the case may be, has five (5) or less Unit Holders, the quorum required shall be two (2) Unit Holders of the Fund (irrespective of the Class) or Class, as the case may be, whether present or by proxy and if the meeting requires a Special Resolution the quorum for that meeting shall be two (2) Unit Holders of the Fund (irrespective of the Class) or Class, as the case may be, whether present in person or by proxy, holding in aggregate at least twenty five per centum (25%) of the units in issue for the Fund (irrespective of the Class) or Class, as the case may be, at the time of the meeting. Voting is by a show of hands, unless a poll is duly demanded or the resolution proposed is required by the Deeds or by law to be decided by a percentage of all units. Each Unit Holder present in person or by proxy has one (1) vote on a show of hands. On a poll, the votes of each Unit Holder present in person or by proxy shall be proportionate to the value of Units held. In the case of joint Unit Holders of the Fund, only the person whose name appears first in the register may vote. Units held by the Manager or its nominees shall have no voting rights in any Unit Holders' meeting of the Fund.


9 APPROVALS AND CONDITIONS

Variation to the Paragraph 10.16(a) of the Guidelines: “A management company must –

(a) pay the unit holder in cash the proceeds of the repurchase of units as soon as possible, within 10 days of receiving the repurchase request;”

Variation of the aforesaid paragraph was obtained from SC to vary the period of payment of redemption proceeds to ten (10) Business Days for USD Class.


10 RELATED-PARTY TRANSACTIONS AND CONFLICT OF INTEREST

Save for the transactions as disclosed below, the Manager is not aware of any existing or potential related-party-transactions involving the Fund, the Manager, promoters, vendors and/or persons connected to them: Nature of Transaction with the

Manager Name of Related

Party Relationship

Providing corporate secretarial, human resources and internal audit services to the Manager.

Manulife Holdings Berhad (MHB)

The Manager is a wholly owned subsidiary of MHB.

Providing investment back-office services to the Manager.

Manulife Data Services Inc. (MDSI)

Both the Manager and MDSI are within the same group of companies.

Providing fund management services to the Manager.

Manulife Asset Management (US) LLC (MAMUS)

Manulife Financial Corporation is the ultimate parent company of MAMUS and MHB, the holding company of the Manager.

It is the Manager’s policy that all transactions with any related parties are entered into in the normal course of business and have been established on terms and conditions that are at arm’s length basis. The Manager has in place policies and procedures to prevent and to deal with any conflict of interest situations that may arise such as the regular disclosure of securities dealing by all employees, directors and members of the investment committee to the compliance unit for verification. In addition, there is adequate segregation of duties to ensure proper checks and balances are in place in the areas of fund management, sales administration and marketing. Policies and procedures are also in place to deal with any potential conflict of interest where members of the investment committee are also directors of other asset management companies. Where conflicts of interest arise, members of the investment committee will abstain from making a decision. Subject to any legal requirement, the Manager, or any related corporation of the Manager, or any officers or directors of any of them, may invest in the Fund. The directors of the Manager will receive no payments from the Fund other than distributions that they may receive as a result of investment in the Fund. No fees other than the ones set out in this Prospectus have been paid to any promoter of the Fund or the Manager for any purpose. The Manager has also internal policies which regulates its employees’ securities dealings. None of the directors or the sole shareholder of the Manager have any direct or indirect interest in other corporations carrying on a similar business as the Manager. 10.1 ADVISERS The tax advisers, the Shariah Adviser and solicitors have confirmed that they have no existing/potential interest or conflict of interest or potential conflict of interest with the Manager or the Fund.


10.2 CROSS TRADE Cross trade is defined as a buy and sell transaction of the same security between two or more funds’/ clients’ accounts managed by the Manager. The Manager may conduct cross trades provided the following conditions imposed by the regulators are met:- • the cross trade is in the best interests of both portfolios; • the cross trade is executed on an arm’s length and fair value basis; • the reason for such trades are documented and approval of the Chief Executive Officer is

obtained prior to execution; and • the cross trade transaction is disclosed to unit holders of both funds.

The cross trade will be executed in accordance to the Manager's policy which is in line with the regulatory requirements, monitored by the compliance officer and reported to the investment committee. Cross trades between the personal account of an employee of the Manager and the Fund's account or between the Manager's proprietary accounts and clients’ accounts are strictly prohibited.


11 TAXATION OF THE FUND

6 September 2018 The Board of Directors Manulife Asset Management Services Berhad 13th Floor, Menara Manulife No. 6, Jalan Gelenggang Damansara Heights 50490 Kuala Lumpur. Dear Sirs Manulife Shariah Global REIT Fund Taxation of the Fund and Unit Holders 1. This letter has been prepared for inclusion in the Prospectus in connection with the offer of

units in the Manulife Shariah Global REIT Fund (hereinafter referred to as “the Fund”). The following is general information based on Malaysian tax law in force at the time of lodging the Prospectus with the Securities Commission Malaysia (“SC”) and investors should be aware that the tax law may be changed at any time. To an extent, the application of tax law depends upon an investor’s individual circumstances. The information provided below does not constitute tax advice. The Manager therefore recommends that an investor consult his accountant or tax adviser on questions about his individual tax position.

2. Taxation of the Fund 2.1. Income Tax

As the Fund’s Trustee is resident in Malaysia, the Fund is regarded as resident in Malaysia. The taxation of the Fund is governed principally by Sections 61 and 63B of the Malaysian Income Tax Act, 1967 (“MITA”). Pursuant to the Section 2(7) of MITA, any reference to interest shall apply, mutatis mutandis, to gains or profits received and expenses incurred, in lieu of interest, in transactions conducted in accordance with the principles of Shariah. The effect of this is that any gains or profits received and expenses incurred, in lieu of interest, in transactions conducted in accordance with the principles of Shariah, will be accorded the same tax treatment as if they were interest. The income of the Fund in respect of dividends, interest or profits from deposits and other investment income (other than income which is exempt from tax) derived from or accruing in Malaysia is liable to income tax. The Fund may be receiving income such as exit fee which will be subject to tax at the prevailing tax rate applicable on the Fund. Gains on disposal of investments by the Fund will not be subject to income tax. The income tax rate applicable to the Fund is 24%. Effective for years of assessment 2017 and 2018, the incremental portion of the chargeable income compared to the immediate preceding year of assessment enjoys reduced income tax rate as follows: % of increase in chargeable income as compared to the immediate preceding year of assessment

Percentage point reduction in tax rate

Tax rate after reduction (%)

Less than 5.00 NIL 24 5.00 – 9.99 1 23 10.00 – 14.99 2 22


15.00 – 19.99 3 21 20.00 and above 4 20 Tax exempt interest as listed in the Appendix attached received by the Fund are not subject to income tax. With effect from 1 January 2014, Malaysia has fully moved to a single-tier income tax system. The Fund is not liable to tax on any Malaysia sourced dividends paid, credited or distributed to the Fund under the single tier tax system, where the company paying such dividend is not entitled to deduct tax under the MITA. The tax deductibility of other deductions by the Fund against such dividend income will be disregarded in ascertaining the chargeable income of the Fund. In addition to the single-tier dividend that may be received by the Fund, the Fund may also receive Malaysian dividends which are tax exempt from investments in companies which had previously enjoyed or are currently enjoying the various tax incentives provided under the law. The Fund is not subject to income tax on such tax exempt dividend income. The Fund may also receive dividends, profits and other income from investments outside Malaysia. Income derived from sources outside Malaysia and received in Malaysia by a unit trust is exempted from Malaysian income tax. However, such income may be subject to foreign tax in the country from which the income is derived. The tax treatment of hedging instruments would depend on the particular hedging instruments entered into. Generally, any gain or loss relating to the principal portion will be treated as capital gain or loss. Gains or losses relating to the income portion would normally be treated as revenue gains or losses. The gain or loss on revaluation will only be taxed or claimed upon realisation. Any gain or loss on foreign exchange is treated as capital gain or loss if it arises from the revaluation of the principal portion of the investment. Generally, income from distribution from Malaysia Real Estate Investment Trusts (“REIT”) will be received net of withholding tax of 10%. No further tax will be payable by the Fund on the distribution. Distribution from such income by the Fund will also not be subject to further tax in the hands of the Unit Holders. Expenses being manager’s remuneration, maintenance of register of Unit Holders, share registration expenses, secretarial, audit and accounting fees, telephone charges, printing and stationery costs and postage, which are not allowed under the general deduction rules, qualify for a special deduction, subject to a minimum of 10% and a maximum of 25% of such expenses pursuant to Section 63B of the MITA.

2.2. Gains on Disposal of Investments Gains on disposal of investments by the Fund will not be subject to income tax but where the investments represent shares in real property companies, such gains may be subject to Real Property Gains Tax (“RPGT”) under the RPGT Act, 1976. A real property company is a controlled company which owns or acquires real properties or shares in real property companies with a market value of not less than 75% of its total tangible assets. A controlled company is a company which does not have more than 50 members and is controlled by not more than 5 persons.


2.3. Goods and Service Tax (“GST”) and Service Tax GST was repealed effective from 1 September 2018 and Service Tax was introduced as a replacement tax effective from 1 September 2018. GST was repealed effective from 1 September 2018 and Service Tax was introduced as a replacement tax effective from 1 September 2018. As the Fund is not providing a taxable service under the Service Tax Regulations 2018, it is not required to register for Service Tax or charge Service Tax. Should the Fund provide taxable services (i.e. management and consulting services) with an aggregate value of RM500,000 or more in a 12 months period, the Fund would be required to register for Service Tax and charge Service Tax on the said services at the prevailing rate of 6%. The issuance of units by the Fund to investors will not be subject to Service Tax, and no Service Tax would be included in the price of the units. Any distributions made by the Fund to unitholders are also not subject to Service Tax. Any fund management fees that are charged to the Fund by the Fund Manager in relation to managing the Fund would not be subject to Service Tax as fund management fees are excluded from the scope of Service Tax under the Service Tax Regulations 2018. To the extent that the Fund invests in any financial services products (e.g. securities, derivatives, units in a fund or unit trust), the acquisition of these interests will also not be subject to Service Tax.

3. Taxation of Unit Holders 3.1. Taxable Distribution

Unit Holders will be taxed on an amount equivalent to their share of the total taxable income of the Fund to the extent such income is distributed to them. Unit Holders are also liable to pay income tax on the taxable income distributions paid by the Fund. Taxable income distributions carry a tax credit in respect of the tax chargeable on that part of the Fund. Unit Holders will be subject to tax on an amount equal to the net taxable income distribution plus attributable underlying tax paid by the Fund. Income distributed to Unit Holders is generally taxable as follows in Malaysia:-

Unit Holders Malaysian Tax Rates for Year of Assessment 2017

Malaysian tax residents: Individual and non-corporate Unit

Holders

Co-operative societies

Trust bodies

Progressive tax rates ranging from 0% to 28%

Progressive tax rates ranging from 0% to 24%

24% Reduction of income tax based on the increase

in chargeable income ranging from 0% to 4% Effective for years of assessment 2017 and 2018


Unit Holders Malaysian Tax Rates for Year of Assessment 2017

Malaysian tax residents: Corporate Unit Holders

i. A company with paid up capital in

respect of ordinary shares of not more than RM2.5 million where the paid up capital in respect of ordinary shares of other companies within the same group as such company is not more than RM2.5 million (at the beginning of the basis period for a year of assessment)

ii. Companies other than those in (i) above

18% for every first RM500,000 of chargeable income

24% for chargeable income in excess of RM500,000

Reduction of corporate income tax based on the increase in chargeable income ranging from 0% to 4% Effective for years of assessment 2017 and 2018 24%

Reduction of corporate income tax based on the increase in chargeable income ranging from 0% to 4% Effective for years of assessment 2017 and 2018

Non-Malaysian tax residents: Individual and non-corporate Unit

Holders

Corporate Unit Holders and trust bodies

28%

24%

The tax credit that is attributable to the income distributed to the Unit Holders will be available for set off against tax payable by the Unit Holders. There is no withholding tax on taxable distributions made to non-resident Unit Holders.

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.

3.2. Tax Exempt Distribution Tax exempt distributions made out of gains from realisation of investments and other exempt income earned by the Fund will not be subject to Malaysian tax in the hands of Unit Holders, whether individual or corporate, resident or non-resident. All Unit Holders do not pay tax on that portion of their income distribution from the Fund’s distribution equalisation account.

3.3. Distribution Voucher To help complete a Unit Holder’s tax returns, the Manager will send to each Unit Holder a distribution voucher as and when distributions are made. This sets out the various components of the income distributed and the amount of attributable income tax already paid by the Fund.


3.4. Sales, Transfer or Redemption of Units Any gains realised by a Unit Holder on the sale, transfer or redemption of his units are generally tax-free capital gains unless the Unit Holder is an insurance company, a financial institution or a person trading or dealing in securities. Generally, the gains realised by these categories of Unit Holders constitute business income on which tax is chargeable.

3.5. Reinvestment of Distribution Unit Holders who receive their income distribution by way of investment in the form of the purchase of new units will be deemed to have received their income distribution after tax and reinvested that amount in the Fund.

3.6. Unit Splits Unit splits issued by the Fund are not taxable in the hands of the Unit Holders.

Yours faithfully Gooi Yong Wei Executive Director Deloitte Tax Services Sdn Bhd


Appendix Tax Exempt Income of Unit Trusts

1. Interest or discount paid or credited to any individual, unit trust and listed closed-end fund in respect of the following will be exempt from tax: - • Securities or bonds issued or guaranteed by the Government; or • Debentures or sukuk, other than convertible loan stock, approved or authorized by, or

lodged with, the SC; or • Bon Simpanan Malaysia issued by the Central Bank of Malaysia.

2. Income of a unit trust in respect of interest derived from Malaysia and paid or credited by

any bank or financial institution licensed under the Financial Services Act 2013 (“FSA”) or the Islamic Financial Services Act 2013 (“IFSA”) or any development financial institution regulated under the Development Financial Institutions Act 2002 (“DFIA”).

Provided that in the case of a wholesale fund which is a money market fund, the exemption shall only apply to a wholesale fund which complies with the criteria as set out in the relevant guidelines issued by the SC.

3. Interest in respect of any savings certificates issued by the Government. 4. Interest paid or credited to any person in respect of Sukuk originating from Malaysia, other

than convertible loan stock, issued in any currency other than RM and approved or authorized by, or lodged with, the SC or approved by the Labuan Financial Services Authority.

5. Interest received in respect of bonds and securities issued by Pengurusan Danaharta

Nasional Berhad within and outside Malaysia. 6. Interest income derived from bonds (other than convertible loan stocks) paid or credited by

any company listed in Malaysia Exchange of Securities Dealing and Automated Quotation Berhad (“MESDAQ”) (now known as Bursa Malaysia Securities Berhad ACE Market).

7. Income derived from the Sukuk Issue which has been issued by the Malaysia Global

Sukuk Inc. 8. Discount or profit received from the sale of bonds or securities issued by Pengurusan

Danaharta Nasional Berhad or Danaharta Urus Sendirian Berhad within and outside Malaysia.

9. Income derived from the Sukuk Ijarah, other than convertible loan stock, issued in any

currency by 1Malaysia Sukuk Global Berhad. 10. Gain or profit received from the investment in Islamic securities, other than convertible loan

stock, which are issued in accordance with the principles of Mudharabah, Musyarakah, Ijarah, Istisna’ or any other principle approved by the Shariah Advisory Council established by the SC under the Capital Markets and Services Act 2007.

11. Gains or profits in lieu of interest, derived from the Sukuk Wakala in accordance with the

principle of Al-Wakala Bil Istithmar, other than a convertible loan stock, issued in any currency by Wakala Global Sukuk Berhad.

12. Income derived from Sukuk Kijang is exempted from the payment of income tax pursuant

to Income Tax (Exemption) (No. 10) Order 2013. For the purpose of this order, “Sukuk Kijang” means the Islamic Securities of nominal value of up to two hundred and fifty million United States dollars (USD$250,000,000) issued or to be issued in accordance with the Shariah principle of Ijarah by BNM Kijang Berhad.


13. Gains or profits derived, in lieu of interest, derived from the Sukuk Wakala with the nominal

value up to one billion and five hundred million United States Dollar (USD1,500,000,000.00) in accordance with the principle of Wakala Bil Istithmar, other than a convertible loan stock, issued by the Malaysia Sovereign Sukuk Berhad.

14. Gains or profits derived, in lieu of interest from the Sukuk Wakala with the nominal value

up to one billion and five hundred million United States Dollar (US$1,500,000,000.00) in accordance with the principle of Wakala, other than a convertible loan stock, issued by the Malaysia Sukuk Global Berhad (formerly known as 1Malaysia Sukuk Global Berhad).

15. Income received by the Fund from Malaysia Building Society Berhad (MBSB).


12 ADDITIONAL INFORMATION

Keep abreast of fund developments Unit Holders can keep abreast of developments in the Fund and monitor the NAV per Unit of their investments by referring to the Manager’s website at www.manulifeinvestment.com.my. Avenue for advice Unit Holders may seek clarification on their investments from the Manager’s Customer Service personnel at (03) 2719 9228 or Facsimile No. (03) 2094 7654 from 8.45 a.m. to 5.30 p.m. Inquiries can also be made through our e-mail at [email protected]. Alternatively, Unit Holders may visit the Manager’s office at 13th Floor, Menara Manulife, 6, Jalan Gelenggang, 50490 Kuala Lumpur. Statements and annual/ interim reports Confirmation of investment statements detailing Unit Holders’ investment, which will be sent within 10 Business Days from the date monies are received by the Manager for investment in the Fund. This confirmation will include details of the Units purchased and the purchase price. The Fund’s annual and interim reports will be made available in the Manager’s website at www.manulifeinvestment.com.my. The annual report will be available within two (2) months of the Fund’s financial year end and the interim report within two (2) months from the end of the period covered. I.e. for a financial year/ period ending 30 November, the annual/ interim report will be available by end of January. The fund’s annual report is available upon request. 12.1 ANTI-MONEY LAUNDERING POLICIES AND PROCEDURES In order to comply with the Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (AMLATF) and the relevant policies, procedures, guidelines and/or regulations aimed at the prevention of money laundering, the Manager will be required to obtain satisfactory evidence of customer’s identity and have effective procedures for verifying the information of customers. The Manager conducts ongoing due diligence and scrutinizes its customers’ identity and their investment objective which may be undertaken throughout the course of the business relationship to ensure that the transactions being conducted are consistent with the Manager’s knowledge of its customers, their business and their risk profile. The Manager also reserves the right to request such information as is necessary to verify the source of the payment. The Manager may refuse to accept the application and the subscription monies if an applicant delays in producing or fails to produce any information required for the purposes of verification of identity or source of funds. A transaction or a series of transactions shall be considered as ‘suspicious’ if the transaction in question is inconsistent with the customer’s known transaction profile or does not make economic sense. Suspicious transactions shall be submitted directly to the Financial Intelligent and Enforcement Department of BNM.





13 DOCUMENTS AVAILABLE FOR INSPECTION

The following documents or copies thereof are available for inspection, without charge at the Manager’s registered office or such other place as may be determined by the SC: (a) the Master Deed and supplemental deeds; (b) the Prospectus and supplementary or replacement prospectus (if any); (c) the latest annual and interim reports of the Fund; (d) each material contract disclosed in the Prospectus and, in the case of a contract not reduced

into writing, a memorandum which gives full particulars of the contract (if any); (e) where applicable, the audited financial statements of the management company and the

Fund for the current financial year and for the last three financial years; or if less than three years, from the date of incorporation or commencement;

(f) any report, letter or other document, valuation and statement by an expert, any part of which is extracted or referred to in the Prospectus. Where a summary expert’s report is included in the Prospectus, the corresponding full expert’s report shall be made available for inspection;

(g) writ and relevant cause papers for all material litigation and arbitration disclosed in the Prospectus (if any); and

(h) consent given by an expert disclosed in the Prospectus.


DISTRIBUTION CHANNEL AND OFFICES

HEAD OFFICE

13th Floor, Menara Manulife No. 6, Jalan Gelenggang Damansara Heights 50490 Kuala Lumpur Tel : 03-2719 9228 Fax : 03-2094 7654 Email : [email protected] Website : www.manulifeinvestment.com.my BRANCH OFFICES – West Malaysia

Dataran Sunway 26-2 & 28-2, Jalan PJU 5/8, Dataran Sunway, Kota Damansara, 47810 Petaling Jaya Selangor. Tel : 03-6140 8101 / 8102 Fax : 03-6140 8103

Ipoh No. 1, 1A & 1B, Pusat Perdagangan Canning 2, Pusat Perdagangan Canning, 31400 Ipoh, Perak. Tel : 05-541 6839 Fax : 05-541 6627

Johor Bahru No. 1-01, Jalan Setia Tropika 1/15, Taman Setia Tropika, 81200 Johor Bahru, Johor. Tel : 07-234 5871 Fax : 07-234 4620

Klang No. 3-1 & 3-2, Jalan Mahogani 5/KS7, Bandar Botanic, 41200 Klang, Selangor Darul Ehsan. Tel : 03-3318 6088 Fax : 03-3318 4011

Kota Bharu 1st Floor, Lot 10900, Wisma Seri Setia, Jalan Dusun Muda, Sek 26, 15200 Kota Bharu, Kelantan. Tel : 09-747 2388 Fax : 09-747 2588

Melaka No. 87-1 & 87-2, Jalan Melaka Raya 25, Taman Melaka Raya 1, 75000 Melaka. Tel : 06-281 3866 Fax : 06-282 0587

Penang 1-2-18, Elit Avenue, Jalan Mayang Pasir 3, 11950 Bayan Baru, Penang. Tel : 04-611 9944 : 04-618 0044 Fax : 04-618 0505

Seremban 160-2, Taipan Senawang, Jalan Taman Komersil Senawang 1, Taman Komersil Senawang, 70450 Seremban, Negeri Sembilan. Tel : 06-671 5019 Fax : 06-678 0016

Shah Alam 30-1, Block 5, Jalan Setia Prima (S) U13/S, Setia Alam, Seksyen U13, 40170 Shah Alam, Selangor Darul Ehsan. Tel : 03-3362 6688 Fax : 03-3362 6662

Sungai Petani Lot 88, No. 17, 2nd Floor, Jalan Perdana Heights 2/2, Perdana Heights, 08000 Sg Petani, Kedah. Tel : 04-423 3233 Fax : 04-423 3233




BRANCH OFFICES – East Malaysia

Bintulu No. 2, Lot 3288, 1st & 2nd Floor, Parkcity Commerce Square, Jalan Tun Ahmad Zaidi, 97000 Bintulu, Sarawak. Tel : 086-343 288 Fax : 086-343 289

Kota Kinabalu Lot J-55-2, Block J, 2nd Floor, Signature Office, KK Times Square, Off Jalan Coastal Highway, 88100 Kota Kinabalu, Sabah. Tel : 088-486 671 / 672 Fax : 088-486 670

Kuching No. 63 & 65, 2nd Floor, Jalan Tun Jugah, 93350 Kuching, Sarawak. Tel : 082-593 380 Fax : 082-593 382

Miri Lot 3554, 1st & 2nd Floor, Block 5 MCLD, Jalan Miri Pujut, 101 Commercial Centre, 98000 Miri, Sarawak. Tel : 085-325 770 Fax : 085-326 262

Sandakan Block J, Lot 70, Ground Floor, Bandar Pasaraya, Batu 4, Jalan Utara, 90000 Sandakan, Sabah. Tel : 089-220 220 / : 089-229 045 Fax : 089-226 868

Sibu No. 18A, 1st Floor, Jalan Kampung Datu, 96000 Sibu, Sarawak. Tel : 084-320 469 Fax : 084-320 476

Tawau Block A, Lot 32-1, TB 15577-1, 1st Floor, Kubota Square, Jalan Kubota, 91000 Tawau, Sabah. Tel : 089-775 707 Fax : 089-775 709


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Manulife Asset Management Services Berhad (834424-U)13th Floor, Menara Manulife6, Jalan Gelenggang, Damansara Heights50490 Kuala LumpurTel: (03) 2719 9228 Fax: (03) 2094 7654E-mail: [email protected]

FIRST SUPPLEMENTAL PROSPECTUS IN RESPECT OF · no responsibility for the contents of the Prospectus...

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