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RESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAIMER

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RESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAIMER This Replacement Information Memorandum has been seen and approved by the directors of Kenanga Investors Berhad and they collectively and individually
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RESPONSIBILITY STATEMENTS AND STATEMENTS OF DISCLAIMER This Replacement Information Memorandum has been seen and approved by the directors of Kenanga Investors Berhad and they collectively and individually accept full responsibility for the accuracy of all information contained herein and confirm, having made all enquiries which are reasonable in the circumstances, that to the best of their knowledge and belief, there are no other facts omitted which would make any statement herein misleading. The Securities Commission Malaysia will not be liable for any non-disclosure on the part of Kenanga Investors Berhad and takes no responsibility for the contents of this Replacement Information Memorandum, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or in reliance upon the whole or any part of the content of this Replacement Information Memorandum. INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IN CONSIDERING THE INVESTMENT, INVESTORS WHO ARE IN DOUBT AS TO THE ACTION TO BE TAKEN SHOULD CONSULT THEIR PROFESSIONAL ADVISERS IMMEDIATELY. Additional Statements Investors should note that they may seek recourse under the Capital Markets and Services Act 2007 for breaches of securities laws and regulations including any statement in the Replacement Information Memorandum that is false, misleading, or from which there is a material omission; or for any misleading or deceptive act in relation to the Replacement Information Memorandum or the conduct of any other person in relation to the Fund. The Fund will not be offered for sale in the United States of America, its territories or possessions and all areas subject to its jurisdiction, or to any U.S. Person(s). Accordingly, investors may be required to certify that they are not U.S. Person(s) before making an investment in the Fund. i DEFINITION AIFM / Manager of the Target Fund AIFM Directive Base Currency BNM Bursa Malaysia Business Day Refers to RBS (Luxembourg) S.A. Refers to The Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on alternative investment fund managers. Means the base currency of the Fund i.e. Renminbi (RMB). Refers to Bank Negara Malaysia. Means the stock exchange managed and operated by Bursa Malaysia Securities Berhad. In respect of the Fund means, a day on which Bursa Malaysia is open for trading and banks in Singapore are open for business. The Manager may however declare certain Business Days as non-business Days if it is not a dealing day in the country of domicile of the Target Fund. Class(es) of Units Means any class of Units representing similar interests in the assets of the Fund although a class of Units of the Fund may have different features from another class of Units of the same Fund and Class means any one class of Unit(s). CMSA Means the Capital Markets and Services Act the Company CSDCC CSRC CSSF Deed deposit(s) Refers to ICBC Private Banking Global Investment Fund Series SICAV-SIF. Refers to The China Securities Depositary and Clearing Corporation Limited. Refers to The China Securities Regulatory Commission. Refers to The Luxembourg Commission de Surveillance du Secteur Financier (Luxembourg Financial Sector Supervisory Authority). Means the deed entered into between the Manager and the Trustee dated 24 th June 2015 in respect of the Fund, including any supplemental deeds thereto. Has the same meaning as defined in the Financial Services Act ii development financial institution EU financial institution Means a development financial institution prescribed by and regulated under the Development Financial Institutions Act Refers to the European Union. Means: (a) (b) if the institution is in Malaysia: (i) licensed bank; (ii) licensed investment bank; or (iii) licensed Islamic bank; if the institution is outside Malaysia, any institution that is licensed, registered, approved or authorised by the relevant banking regulator to provide financial services. the Fund GST Guidelines High Water Mark / HWM Investment Manager of the Target Fund / ICBC AIM / Investment Manager Investment Advisor of the Target Fund / Investment Advisor long-term Mainland China Manager / KIB Management Fee Means the Kenanga-ICBC China Focus Income Fund. Refers to the tax levied on goods and services pursuant to the Goods and Services Tax Act Means the Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework issued by the SC and any other relevant guidelines issued by the SC. Refers to the NAV per Share of the Target Fund that forms the basis of calculating and determining the hurdle value for a particular performance period. Hurdle value means the minimum value that needs to be achieved before the Investment Manager of the Target Fund is eligible for a performance fee. It is calculated by adding 4% to the HWM and is determined at the beginning of each performance period. Refers to ICBC (Asia) Investment Management Company Limited. Refers to Industrial and Commercial Bank of China, Private Banking Department. Means a period of more than 5 years. Refers to The mainland China excluding the Special Administrative Regions of Hong Kong and Macau. Means Kenanga Investors Berhad ( P). Is a percentage of the NAV of the Fund that is paid to the Manager for managing the Fund. iii Net Asset Value or NAV NAV per Unit OECD OTC PRC or China QFII QFII Eligible Securities QFII Quota Means the value 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 should be inclusive of the Management Fee and the 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. Means the Net Asset Value attributable to a Class of the Fund at a particular valuation point divided by the number of Units in circulation at that same valuation point. Refers to Organisation for Economic Co-operation and Development. Means over-the-counter. Refers to The People s Republic of China, including the Special Administrative Regions of Hong Kong and Macau. Refers to a qualified foreign institutional investor pursuant to the QFII Regulations. Refers to securities and investments permitted to be held or made by QFIIs under QFII Regulations. Refers to the investment quota granted by SAFE for conversion in RMB and investment in QFII Eligible Securities. QFII Regulations Refers to the laws and regulations governing the establishment and the operation of the qualified foreign institutional investors regime in the PRC, as may be promulgated and/or amended from time to time. QFLP Refers to a qualified foreign limited partner pursuant to the QFLP Regulations. QFLP Regulations Refers to the laws and regulations governing the establishment and the operation of the qualified foreign limited partner regime in the PRC, as may be promulgated and/or amended from time to time. Regulations Renminbi / RMB / CNY / CNH Refers to the Law as well as any present or future related Luxembourg laws or implementing regulations, circulars and CSSF s positions. Means Renminbi, the official currency of Mainland China, is used to denote the Chinese currency traded in the onshore and the offshore markets (primarily in Hong Kong SAR) to be read as a reference to onshore Renminbi (CNY) and/or offshore Renminbi (CNH) as the context requires. For iv Replacement Memorandum RMB Class Information clarification purposes, all references to RMB in the name and/or reference currency of a class and/or Base Currency must be understood as a reference to offshore RMB (CNH). Refers to the replacement information memorandum of this Fund. Means a class of Units of the Fund which is denominated in RMB. RM or Ringgit Malaysia RQFII RQFII Eligible Securities RQFII Quota Means the lawful currency of Malaysia. Refers to a Renminbi qualified foreign institutional investor under the RQFII Regulations. Refers to securities and investments permitted to be held or made by a RQFII under the RQFII Regulations. Refers to the investment quota granted by SAFE for conversion in RMB and investment in RQFII Eligible Securities. RQFII Regulations Refers to the laws and regulations governing the establishment and operation of the Renminbi qualified foreign institutional investors regime in the PRC, as may be promulgated and/or amended from time to time. SAFE Securities Commission or SC Share Shareholder(s) Refers to the state administration of foreign exchange of PRC. Means the Securities Commission Malaysia established under the Securities Commission Malaysia Act Refers to shares(s) in the Company from the class within the Target Fund subscribed by any Shareholder. Refers to a person who is for the time being registered as the holder of Shares in the register of shareholders kept on behalf of the Company. Sophisticated Investor Refers to: - 1. an individual whose total net personal assets, or total net joint assets with his or her spouse, exceed RM3 million or its equivalent in foreign currencies, excluding the value of the individual s primary residence; 2. an individual who has a gross annual income exceeding RM300,000 or its equivalent in foreign currencies per annum in the preceding 12 months; 3. an individual who, jointly with his or her spouse, has a gross annual income exceeding RM400,000 or its equivalent in foreign currencies per annum in the v preceding 12 months; 4. a corporation with total net assets exceeding RM10 million or its equivalent in foreign currencies based on the last audited accounts; 5. a partnership with total net assets exceeding RM10 million or its equivalent in foreign currencies; 6. a unit trust scheme or prescribed investment scheme; 7. a private retirement scheme; 8. a closed-end fund approved by the Securities Commission Malaysia; 9. a company that is registered as a trust company under the Trust Companies Act 1949 which has assets under management exceeding RM10 million or its equivalent in foreign currencies; 10. a corporation that is a public company under the Companies Act 1965 which is approved by the SC to be a trustee under the CMSA and has assets under management exceeding ten million ringgit or its equivalent in foreign currencies; 11. a statutory body established by an Act of Parliament or an enactment of any State; 12. a pension fund approved by the Director General of Inland Revenue under section 150 of the Income Tax; 13. a holder of a capital markets services license or an executive director or a chief executive officer of a holder of a capital markets services license; 14. a licensed institution as defined in the Financial Services Act 2013; 15. an Islamic bank as defined in the Islamic Financial Services Act 2013; 16. an insurance company registered under the Financial Services Act 2013; 17. a takaful operator registered under the Islamic Financial Services Act 2013; 18. a bank licensee or insurance licensee as defined under the Labuan Financial Services and Securities Act 2010; 19. an Islamic bank licensee or takaful licensee as defined under the Labuan Islamic Financial Services vi and Securities Act 2010; and 20. Any other investor as may be defined by the Securities Commission from time to time. Special Resolution Target Fund Trustee Trustee Fee Unit(s) Unit Holder(s) / Investor(s) USD USD Class U.S. (United States) Person(s) Means a resolution passed at a meeting of Unit Holders duly convened in accordance with the Deed and carried by a majority in number representing at least three-fourths of the value of the Units held by the Unit Holders voting at the meeting in person or by proxy; for the avoidance of doubt, three-fourths of the Unit Holders present and voting at the meeting 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, Special Resolution means a resolution passed at a meeting of Unit Holders duly convened in accordance with this 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. Means ICBC China Focus Stable Return Fund. Means CIMB Commerce Trustee Berhad (Company no A). Is a percentage of the NAV of the Fund that is paid to the Trustee for acting as the trustee for the Fund. Refers to an undivided share in the beneficial interest and/or right in the Fund and a measurement of the interest and/or right of a Unit Holder in the Fund and means a unit issued for each Class. Refers to Sophisticated Investor for the time being registered as the holder of Units in the Fund, including a jointholder. Means the official currency of the United States of America. Means a class of Units of the Fund which is denominated in USD. Means: a) a U.S. citizen (including those who hold dual citizenship or a greencard holder); b) a U.S. resident alien for tax purposes; c) a U.S. partnership; d) a U.S. corporation; e) any estate other than a non-u.s. estate; f) any trust if: i. a court within the U.S. is able to exercise primary supervision over the administration of the trust; and ii. one or more U.S. Persons have the vii authority to control all substantial decisions of the trust; g) any other person that is not a non-u.s. Person; or h) any definition as may be prescribed under the Foreign Account Tax Compliance Act, as may be amended from time to time. Valuation Day Refers to the Business Day as at which the net asset value of the Fund or the Target Fund, is determined. viii CHAPTER 1: KEY DATA This section contains a summary of the salient information about the Fund. Information about the Fund Name Fund Type Fund Category Class(es) of Units Kenanga-ICBC China Focus Income Fund. Growth. Mixed Asset (feeder) RMB Class and USD Class Launch Date 1 st October Investment Objective The Fund seeks to provide long-term capital growth by investing in the Target Fund. Any material changes to the investment objective of the Fund would require the approval of Unit Holders. Investment Policy and Strategy Asset Allocation The Fund will invest at least 95% of the Fund s NAV in Shares class A of the Target Fund, while the remaining of the Fund s NAV will be invested in liquid assets. The Fund s portfolio will be structured as follows: Minimum 95% of the NAV to be invested in the Target Fund; and Up to 5% of the NAV to be invested in liquid assets comprising money market instruments and deposits with financial institutions. Principal Risks Liquidity risk Currency risk Concentration risk Target fund manager risk Benchmark Base Currency Investors Profile 3.8% growth in NAV per annum. Please note that the benchmark herein is NOT a guaranteed rate of return of the Fund; instead is a benchmark reference rate which is used to measure the performance of the Fund. RMB (applicable to both RMB Class and USD Class) The Fund is suitable for Sophisticated Investors who:- seeking capital growth; wish to invest in the Mainland China financial market; and have long-term investment horizon. 1 Financial Year End The period of twelve (12) months ending on the 31 st day of December of every calendar year, for the avoidance of doubt, the first financial year shall commence on the date of the first information memorandum and shall end on a date which does not exceed eighteen (18) months from the date of the first information memorandum. Transaction Information Minimum Initial Investment Minimum Additional Investment Minimum Redemption Amount Conditions for Redemption RMB100,000 or USD15,000 or such other amount as the Manager may prescribe from time to time. RMB50,000 or USD5,000 or such other amount as the Manager may prescribe from time to time. 50,000 Units or such other amount as the Manager may prescribe from time to time. Unit Holders may redeem their investments in the Fund on the 3 rd Business Day of each month preceding the Valuation Day by completing the prescribed redemption request form or such other manner as the Manager may accept and returning it to the Manager; the redemption request form is available at the office of the Manager. All such requests must be received by the Manager on or before the cut-off time of 10 a.m. on the 3 rd Business Day of each month preceding the Valuation Day. Any requests received after 10 a.m. will be treated as having been received for the subsequent month. Transfer Facility Switching Facility Transfer facility is not available for the Fund. Switching facility is not available for the Fund. Fees and Charges Expenses directly incurred by Unit Holders Sales Charge Up to 2.00% of the NAV per Unit. Note: The sales charge is applicable to all classes of Units. Redemption Charge None. Expenses indirectly incurred by Unit Holders. Management Fee Up to one point five per centum (1.50%) per annum of the NAV of the Fund. The Management Fee is calculated on a daily basis and payable monthly. 2 Note: The Management Fee is applicable to all classes of Units. Please note that Management Fee will only be charged once at the Fund level. The Management Fee charged by the Target Fund will be paid out of the Management Fee charged by the Manager at the Fund level. There is no double charging of Management Fee. Trustee Fee Up to zero point zero five per centum (0.05%) per annum of the NAV of the Fund. The Trustee Fee is calculated daily and payable monthly. Note: The amount of Trustee Fee is applicable to all classes of Units. Other Expenses Only expenses directly incurred by the Fund will be charged to the Fund. These expenses relate primarily to the administration of the Fund. These expenses include auditor s fees and other relevant professional fees, foreign custodial charges (if applicable), cost of distribution of quarterly or annual reports, tax certificates, reinvestment statements and other notices to Unit Holders. In addition, there are fees and expenses that are directly related and necessary to the business of the Fund, such as commissions paid to brokers and taxes that are also paid out of the Fund. Other Information Reports Unit Holders will receive the following statements and reports in a financial year: Confirmation of investment statements showing details of the Units purchased and the prices at which the Units were purchased; Monthly statements of account showing the balance of Unit Holders investments and all transactions made during the month, distribution details and investment value based on the NAV per Unit of the Fund as at the last Business Day of the month; Quarterly reports and annual reports which provide an account of the Fund including a detailed overview of the Fund, investment strategies, performances, portfolio holdings and account of the Fund; and If distribution of returns is declared by the Fund, Unit Holders will receive a statement of distribution of returns and tax statement/voucher for submission to the Inland Revenue Board of Malaysia. Distribution Policy There will be no distribution of income. 3 Information about the Target Fund Name of the Target Fund Investment Manager of the Target Fund Regulatory Authority of the Investment Manager AIFM/Manager of the Target Fund Regulatory Authority of the Manager Date of Establishment of the Target Fund Class of Shares that the Fund is investing in Base Currency of the Target Fund ICBC China Focus Stable Return Fund. ICBC (Asia) Investment Management Company Limited ( ICBC AIM ). Securities and Futures Commission of Hong Kong. RBS (Luxembourg) S.A. Commission de Surveillance du Secteur Financier (CSSF), Luxembourg. The Target Fund was established on 17 December 2014 as one of the sub-funds under the umbrella of the Company. Shares class A of the Target Fund. CNH (applicable to both C
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