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PROSPECTUS
HFAML-ACME Employees, Unit Fund
Size of Issue
rnitial Size BDT 200,000,000.00 (Tweng,Crore) of 20,000,000 (Two crore)
Units of BDT 10.00 (Ten) each
Initial/Opening price
BDT 10.00 (Ten) per Unit
Sponsor
The ACME Laboratories Lirnited Employees, provident Fund
Asset Manager
HF Asset Management Limited
Trustee
Investment Corporation of Bangladesh
Custodian
BRAC Bank Limited
/
Subyiription Opens
[.]
Registered Office
I 3 8/1, Tejgaon Industrial Area, Dhaka _ I 20g. Ilanglaclesh.
Phone: +88 02 887 8009.
E-rrrai I : inlb@ hfasset,rrnog.nr.nt..o,r;
Website : wrvw.h [assetlrallagelltent.corn
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Pase I I
HFAML-ACME Employees, Unit Fund Draft Prospectus
FUND PROFILE
Registered Office HFAML-ACME f,mployees, Unit Fund
138/1, Tejgaon Industrial Area
Dhaka- 1 208, Bangladesh.
Selling Agenrs The Asset Manager may appoi,t and ca.cel seili,g Agent(s)
in future subject to
approval of the Trustee and with the information to tlre BSEC.
Paee I 2
HFAML-ACME Employees, Unit Fund Draft Prospectus
m Paec I 3
49
HFAML-ACME Employees' Unit Fund Draft Prospectus
Prospectus investrnent and all other information in reiject of thl mutual fuid, as required by the
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HFAML-ACME Employees, Unit Fund Draft Prospectus
FLI.\D HIGHLIGHTS-
01.
02.
Name
Nature
lnr',q.Mr.acuffi
Operr-end Growth Mutual Fund
03. Life and Size of the rerperuat ltle wlth unlimited size
Fund
04. Sponsor lne AUMtt Laboratories Lirnil
05. Trustee Investment Coroo*ti.- n.,* l:dech
06. Custodian "t'
BRAC Bank Lirnited
07. Asset Manager HF Asset Manasement Lim ited
08. Initial Size of the BDT 200,000,000.00 (Trventy Crore) divided into 20,000,000 (Two Crore) nits
l'und at par value of BDT I0.00 (Terr\ cach
09. Face Value qDr lq.oqlllglpsr-lnit
t0. Minimum 100 (one h,rrdr"dlunitif* i ard
Application 500 (fir,e hundred) units for "d*rdrak
institutions
Amount
1t Objective t ne maln oDJectlve ol the I'und is to declare attractive
dividend to the unit holdens,
help stabilize the capital rVlarket and provide liquidity in the
market by investing
lhq.p{oceeds in the capital rnarket and money market.
12. Prospective rnorvrouals! lnstltutlons. Non-resident Bangladeshi (NRB),
Investors mutual funds and
collective investment schemes, I{egistered riust F,nd, pensio^ Func.l, provident
fund, Super Annuation Fund are eligible tq invest in this Fund.
13 Sale / Surrender / L,ver rne Lounter (o l c) of the Asset Manager and designated
Selling Agents
Transfer of Units
14. I SIP (Systematic rJru'r Lne Dysrernarlc Investment plan (SIp), an investor can invest in
j Investment Plan) the Fund a
certain pre-determincd anrount at a regular intervar (rno,thiy,
quarterly, yearly
etc.). The SIP is a snra( and hassre free mode for investini
Funds.
;;;y in Mutual
15. Dividend Policy
'Lrilu srarr as soon as llray be, atter the closing ofthe annual accounts, declare
r rrE
and distribute dividend if any, to the unitlrolders
in accordance with tlre Rfwrdl
Being a "Grorvth scherne" irr nature, the Fund shall
distribute at least 50 (fifty)
percent of the total net profit earned in the respective
year or as cleterminea uy ttie
Cornntission from time to time.
The Fund shall create a divicrend equarization reserve
f,nd by suitable
appropriation fl'om the income of tl." F-,,,..1 rn a.c,,-^ ^^-^:^+^-^-.:-- r. . r
16. Mode of Tt^
rrrr urvrucuu sllau Dg olstnbutgd lvrtlrrn 45 (forty five)
Distribution of days from the date of
declaration of dividend,
Dividend
17. Transferability r rrv u,rL ucr,r l.ares oI ,re t und shall be freery transf'erabre
by way of
the law.
18, Encashment Tl.^,,-i+l-.-li^--- %
rrreltoer thelr ullt certitrcates during the business
hour as
specified by the Asset Management company
or through ,"iiing ug"ntr. The Asset
Managemenr company or seiling agent snati
be riabreio ,..-pr;;il;the ,nits or.r
behalfofthe Fund,
19. Tax Benefit I-^^,-- -l^^ll L^ .^--- %
rnvesrr,enr in the pt,,,d',#ui:
;:"?ll i:,,:i.;lJ,*;,l ffi,I:,rT
of the Income Tax Orditrance 19g4.
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All incomes of the Funcl rvill be exempted from Tax.
Dividend is firlly Tax free for Recognized provide,t
Funds. pension Funds, super
20. Report & Lver)' urrr ,,loer ls entliled to recelve Annual Reporl
Accounts together with the
half-yearly statemellts of accounls as and rvhen published. v*rlv ara
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HFAML-ACME Employees' Unit Fund Draft Prospectus
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HFAML-ACMB Employees, Unit Fund Draft Prospectus
dloltents
RISKMANAGEMENT""
................26
4.1 Risk Factors.
,..............,...'..25
4.2 Expected Market performance of the Fund
.................26
4.3 Who to invest and how mr,rch to invest
.......................26
Pase | 7
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HFAML-ACME Employees, Unit Fund Draft Prospectus
Paee I 8
HFAML-ACME Employees' Unit Fund I)ral't Prospectus
CHAPTER - 1
PRELIMINARY
1.1 Publication of prospectus for public Offering
HF. Asset Managentent Limited (HFAML) has received-Registratiorr
Certificate from the Bangladcsh Securities
and Ex_change Cornmission (BSEC) under the fqftBREsT 6 *e,cuw sfr-|a qe{,
)bbrr and tfre icFFEkEsr \B ,!srE6
$fr"|{(frBI.F{IET"l9 kRrrqr, qoo5 made there under and also
received corlsent for issuing prospectus tbr public
offering' A complete copy of'the Prospectus of the public offering
is available for public ilspection at the
Registered Office of the Fund.
Pase I 9
HFAML-ACME Employees, Unit Fund Draft Prospectus
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m Pasel l0
w 49
HFAML-ACME Employees, Unit Fund Draft Prospectus
1,6 Generallnformation
(01) T'his Prospectus has been prepared by HFAML based on the Trust Deed executed betrveen the Trustee
and the Sponsor/lnitiator of the Fund rvhich is approved by the Cornmission and is available publicly.
The inforrnation contained herein is true and correct in all rnaterial aspects
and there are no other
material facts, the onrission of which, would rnake any statement herein
rrisleadilg.
(02) No person is authorized to give any information to make any representation not contained in this
Prospectus and if given or made, any such inforrnation or representation must nor be relied upon as
lraving been authorized by the HFAML.
(03) The issue as conternplated in this docuntent is applicable in Bangladesh
and is subject to the exclusive
jurisdiction of the couft of Bangladesh. Fonvarding this
Prospectus to arry person residing outside
Bangladesh in no way irnplies that the issue is made in accordance
r.vith the laws of that country
or is subject to the.iurisdiction of the larvs of that country.
Pasel ll
HF'AML-ACME Employees' Unit Fund Draft Prospectus
1.9 Declarations
The Sponsor, whose name appears in this Prospectus, accepls full responsibiliry
for his Trust,s cor.rtribution /
pot'tion the autherrticity.and accr"rracy of the information contained
in this prospectus and other documerrts
regarding the Fund. To the best ofthe knorvledge and beliefofthe
Sponsor, who has taken all reasonable care to
ensure that all conditions aud requiretnents corrcerning this public
oft'er and all the infbrmation corrtained in this
document, drawn up by viftue of the Trust Deed of thelFund by the
entrusted Asset Management Company, have
beell met and there is no other information or docunrents. the omission
of which rnuy any information or
statements therei lt mislead ing. 'r[k"
The Sponsor also confinns that full and fair disclosures have
been made irr tl.ris prospcctus to enable the in'estors
to make a uniforrned decision for investment.
sd/-
(MD. HASTBUR RAHMAN)
Secretary
Board ofTrustees
The ACME Laboratories Limited Employees, provider.rt
Fund
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HFAML-ACME Employees, Llnit Fund Draft Prospectus
Custodian of the HI'-AML ACME Employees' Unit Fund, accept the responsibiliry and confirm
Yii,lt - that we
sd/-
Tareq Refat Ullah Khan
Head of Corporate Banking
BRAC Bank Linrited
The Chairrnan
Bangladesh securities and Exchange Cornrnission
Paeel 13
HFAML-ACME Employees, Unit Fund f)raft prospectus
l' We, as the sponsor to the above mentioned fund, have examined the draft prospectus and other
documents and materials as relevant to our decision; and
2. We warrant that we shall comply witlr the frftBREgr s qgrrq ofr.m@Oqmm+ls) frfimrqt, {oo),
Bangladesh Securities and Exchange Comrnission (Public Issue) Rules, 2015, Dhaka Stock Exchalge
(Listing) Regulatiorrs, 20 I 5. Chittagong Stock Exchange (Listing) Regulations, 20 I 5, Trust Deed
of the
Fund and the rules, orders, guidelines, directives, nolificationi and circr-rlars that rnay be issued
by
Corrtnission from time to time in this respect.
WE CONFIRM THAT:
a) All informatiorr in the draft prospectus forwarded to tl.re Comrnission is ar-rthentic and accurate;
b) We as sponsor of the fund as mentioned above will act as per clauses of the trust deed executed
with
the trtlstee and slrall assulre the duties and responsibilities as described in the trr,rst cleed
and other
constitutive docurnents;
c) We shall also abide by the ftftBfrEu s L{s(Es et n lfrUWm p1s) Rfffiq1, ioo! and conditions imposed
by the Cornrnission as regards of the fund; and
d) We shall act to our best for the benefit and interests of the Lrnit holders of the
fund.
For Sponsor
sd/-
(MD. HASIBUR RAHMAN)
Secretary
Board of Trustees
The ACME, Laboratories Lirrrited Employees, provident Fund
The Chairman
Bangladesh Securities and Exchange Cornmission
Securities Commission Bhaban.
Plot: E-B/C, Agargaon, Sher-e-Bangla Nagar, Dhaka_ I 207, Bangladesh.
WE CONFIRM THAT:
a) All infornration and documellts a-s are relevant to the issue have been
received and examined by us and the
draft prospectus forwarded to trre cornmission have
been approved by us;
Page I 14
HFAML-ACME Employees' Unit Fund Draft Prospectus
b) We have also collected and exarnined all other docurnents relating to the fundi
c) While examining the above documents, we find that all the requirements of the frfuBkFs rs eqrusg sftfi
(frBEI-{taTsls) frf{TEI. qoo) have been cornplied with;
d) We shall act as trustee of the fund as mentioned above as per provisions of the
trust deed executed with
the sponsor and shall assume the duties and responsibilities as describecl in the
trust deed and other
constitutive documents;
e ) we shall also abide by the F-frGRBs s qgrr6 +fr.ra (Fuwmrqors; Rkqml, roo! and conditions
imposed by
the Colrrrnission as regards of the fund: and
1) We shall act to our bcst for the benefit and sole interests of tlre unit holders
of the fund:
For Trustee
sd/-
Md. Taleb Hossain
Deputy General Marrager
'frustee Department
Investment Corporation of Bangladesh
To
The Honorable Chairman
Bangladesh Securities and Exchange Cornmission
Securities Commission Bhabarr
E-6/C. Agargaon,
Sher-e-Bangla Nagar Administrative Area
Dhaka- 1207, Bangladesh.
WE CONFIRM THAT:
n1:: listed ,,
ancl Non-risted) and Assets of rhe rrFAlv{r,
[,.,,:lii,I::::]],",::x receiptsJl",|' ACME
*ft and separate cusrocty as per ffi a: of frfrBfrEq €- ,{v.cr-q ofr.n rfruErrq
lvlL Elilpluye€s
Emptoyees,
*TH|'lt-l'.di'e,ro1 ]l
srq ftfrTFTI, 1oo) and wiil provide higrrest security for the assets of the Fund;
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c
Pasel 15
HFAML-ACME Employees, Unit Fund Draft Prospectus
We shall act to our best for the benefit and sole interests of the unit holders
of the fund.
For Custodian,
sd/-
Tareq Refat Ullah Khan
The Chairmarr
Bangiadesh Securities and Exchange Corrrnission
Secrrrities Cotrmission Bhaban,
Plot: E-B/C, Agargaon, Sher-e-Bangla Nagar, Dhaka_1 207,
Ba'gladesh.
Subject: HFAML-ACME Employees, [.rnit Fund.
CHAPTER - 2
BACKGROUND
2.1 Preamble to Formation of an Open-end Mutual Fund
Since 1990s, with few exceptions, Mutual F'uncl Industry all over the rvorlcl expanded
sigrrificantly.
Llnit Fund, formally known as open-end Mutual Fund, is one of the rnost conlmon and widely
accepted
investment vehicles. which is also considered as a hedging instrument against inflation.
Mutual Furrds have
proved to be a safe interrnediary tbr investrncnt in capital market and
money market. It helps in industrialization
of a country inctuding infrastructure clevcloprnent by arranging equity and debt support. Safety of funds.
mitigation of risks and satisfactory yield are the essential elements of Mutual Fulds.
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HFAML-ACME Employecs, Unit Fund Draft Prospectus
taken place from 2007 to June 2018. when AUM of MFs has increased
from BDT 7.g2 Billion ro tsDT 140.1g
Billion clocking au impressive growth per year. Bangiadesh economy has been
observed an average GDp growth
rate of 6-65% during the Iast decade. which is expected to go
up 8-10% within next decade will create some
great opportunities for investment. There is strong reasorr to
believe that the Bangladesh mutual firnd industry
has not yet seell its peak and if proper lneasures are taken, the industry
coulcl generate helty retulx compare to
other developing nations of the world.
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HFAML-ACME Employees, Unit Fund Draft Prospectus
As the proposed mutual fund will be forrned as trust that pools monev from
many investors and invests the rnoney
in stocks, bonds, shotl-tenr nloney-tnarket instrurnents, other securities or assets,
or some combination of these
investments, risk of investment in this fund will be lower due to portfolio
diversification.
Civen the attractive market situation and considering the earnings of the companies
which are being traded at a
t'easonable acceptable prices, particularly in fundarnentally strong
scrips, it would be the best tirne to invest in
this potential stocks through open-end rnutual fund. l'he proposed fund, expectcd
to be lar.rrrched at the rnid of
the year 2018, u'ould be a preferred option to capitalize the potentials of capital
market and econornic gror.vth of
the forthcoming period. In this conducive capital rnarket scenario and the
efficient management of HFAML, the
fund wotrld be able to disburse an attractive dividend to the investors/unit holder.s
of the fund.
This is the first tirne in Bangladesh that The ACME Laboratories Lirnited
Employees' proyident Fr-rnd Trust, a
Trtrst Fund registered with National Board of Revenue (NBR) has come
forward to sponsor a mutual fund.
HFAML will be the first in the cotrntry to manage such fund. The target investors
of this fund, primarily, will be
the Provident Fulds of large, rnedium and srnall enterprises rvho
seek professionally managed mutual funds for
investment of their ernployees' provident fund for diversified portfolio
ancl high risk adjusted retum, other
eligible investors will also be encouraged to invest in this fund. If the
fund could be .anaged efficiently and
eff'ectively' it will open up a new vista and arnple opportunities to invest
for the provident funds. capital Market
of Bangladesh will also be benefittecl as there will be huge inflow of liquidity
from the provident funds in tlre
rnarket to crcate demand for sectrrities. At present a rnajor portion
of provident funds of billions of taka i1 private
and public sectors of Bangladesh are not managing through profe-ssional
people and investment are largely
conccntrated on barrk deposits ancl Goverltnrent Savings Certiflcate. 'l'hese
approaches are not seen in other
countries ofthe world' on the otle hatrd. through this process
Governrnent is taking huge burden of debt servicing
obligations, and on thc other hand, the provident funds having
large investment in banks may also bear high risk
if rates of bank deposits ancl retttrn orl savings certificates are reducecl
in future. Thcrefore, the present initiative
to launch a mutual fund by a Provident Fund Trust. will be beneficial
for both the investors and the country as a
rvhole.
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HFAML-ACME Employees' Unit Fund Draft Prospectus
(08) The unit holders can surrender their unit cefiificates to enable thern
to enjoy liquidity of their investment
aswell as to realize appreciation available as a result of irnproving ttre NIV oi the
f und.
(09) lnvestment in mutual funds rnay relicf investors from various rules and
regulations applicable to
individual investment pararneters, which will be looked into by the Asset iytanaglr.
( l0) According to the nrles of BSEC. the mutual funds and collective investment
schemes registered with the
Commission enjoy a ten pereent rescrve quota in all Initial Public offerings (Ipos).
Theiefore, investors
in mutual flunds by default enjoy the benefit of acquiring lucrative stocks
at the primary Market.
(11) Tax exemption is available for investors of mutual funcl. Dividend income
from the Fund shall be tax
free up-to certai, lever, which is perrnitted as per Fina'ce Act.
(12) Investment in the Fund would qualif, for investmerrt tax credit under section
44(2) of the Income Tax
Ordinance, I984.
(li) Managelnent and operation of mutual funds are subject to prudential guidelines. BSEC regularly
monitors the perforrnance of such Funds. The larvs goveinirrg
mutual funds [quire exhaustive disclosure
to the regulator and.general public. As a result. the investois shall
be able to knorv the performance of
the Fund and accordingly they can be able to take convenient
enry and exit options.
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Page I 20
HFAML-ACME Employees' Unit Fund Draft Prospectus
CHAPTER - 3
THE FUI{D
*
(r)
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HFAML-ACME Employees, Unit Fund Draft Prospectus
w
HFAML-ACME Employees' Unit Fund Draft Prospectus
(03) The valuation of listed securities not traded within previous one month shall be made based on their
reasonable value.by the Asset Management Cornpany and approved by the Trustee and commented
upon
by the Auditors in the Annual Report of the Fund but shail not be rnore than the intrinsic value olthe
securities.
(04) The valuation of non-listed securities shall be macle by the Asset Management Company with their
reasonable value and approved by the Trustee and commented upon by the AuOitors in
the Annual Repoft
ofthe Fund.
(05) Once non-listed securities are valued, the valued an'lount shall be consiclered for purpose of valuingthe
Fund's assets in any interval of tirne until the securities are further revalued by the Asset Manageinelt
Corrpauy.
(06) Asset Management Company and Trustee shall value the non-listed securities at least once in every three
rlonths.
(07) In case ofdcferred expenses. accrued expenses for the period shall be taken into account for
cieterrninipg
total liabilities.
(08) Net Asset Value (NAV) calculation:
The Fund shall use the following formula to derive NAV per u,it:
Total NAV : V,r - LL
NAV per unit : 'lotal NAV / No. of units outstanding
V,q = Value of all securities in vault + Value of all securities placed in lien + Cash in hand and at bank
+ Value of all sectlrities receivables * Receivables of proceeds of sale of investments -t
Dividend
receivables net of tax + lnterest receivables net of tax * Issue expenses amortized
as on date +
Printing, publication and stationery expenses amortized as on date
LL = Value of.all securities payable + Payable against purclrase of investments + payable
as brokerage
and custodial charges + payable as Trusree fees + Alt other payable
related to printirrg, publicatiJn
and stationery + Accrued deferrecl expenses with regard to managelxent
fee, annual fee, audit fee
and safe keeping fee
to sell adequate assets.andlor arrange loan as it deems fit to pay the surrender money
within the stipulated time
in the best interest ofthe unit holdcrs.
3.13 InvestmentManagemcnt
HFAML shall conduct the day-to-day management of the Fund's
porlfolio as thq Asset Management company
subject to the provisions laid down ii the ffinq]qt
and Trust Deed or any general directions given by the Trustee
and/or the Commission.
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Pac.e I 24
HFAML-ACME Employees' Unit Fund Draft Prospectus
(02) The Fund shall as soon as ntay be, after the closing ofthe annual accounts, declare and clistribLrte diviclend
if arty, to the unit holders in accordance with tlre frRrlqI. Being a "Crowth Scheme" in nature, the Fund
(fifty) percent of the total net profit earned irr the respective year or
shall distribute at least 50 as
detcrmined by the Cornmission from time to tirne.
(03) Before declaration of dividend the Asset Management Conrpany shall make a provision in consultation
with the Auditors if rnarket value of investrnents goes below the acqr-risition cost and the method of
calculation of tlris provision shall be incorporated in the notes of accounts.
(04) Surpluses arising simplv from the valuation of investrnents shall not be available for dividend.
(05) Dividend warrants shall be dispatched rvithin 45 (forty, five) days fiom the declaration of such diviclends,
and shall submit a statement rvithin next 7 (seven) days to the corr.rrnission.
(06) The Fund shall create a dividend equalization rescrve by'suitable appropriation fronr the income of the
Fund.
(07) Before registration for transfer of orvnership. a transfbree shall not possess the right to any dividend
declared.
(08) There shall be a Cr-rmulative Iuvestrnent Plan (CIP) scherne in this Fund. Under this Scheme a unit
holder instead of receiving dividend may re-invest such dividend income accrued for purchasing Unit
at a concession rate. In such case, Units shall be issued at BDT 0.1 0 (paisa ten) discount fronr the opening
price ofthat accounting year.
Pare I 25
HFAML-ACME Employees' Unit f,'und Draft Prospectus
CHAPTER.4
RISK MANAGEMENT
4.1 Risk Factors
Investment in secr-rrities rnarket alrvays bears some risks. Iuvestrnent in
this Fund also involves certain risk
factors' The investors should careftrlly consicler the following risks in addition to
other information contained
in the Prospectus iu evaluating the offer and also for taking a decision whether to
invest or not.
(01) The performance of the Fund is directly related rvith the rnacro econonric situation particularll,
the
capital rnarket of Bangladesh.
(02) Since the capital rnarket of Bangladesh is highly volatile, there is no assurance of achievingthe
stated
objectives ofthe Fund.
(03) Dite to small number ol listed secr.rrities in both the stock exchanges, it rnay be difficult to invest
the Fund's assets in a widely diversified portfolio as and when reqLiired to do;o.
(04) Due to very thin secondary fixecl incorne/debt rnarket in Bangladesh,
it would be difficult tbr the fgnd
manager to su,ap between asset classes.
(05) Due to absence of organized secotrdary debenture market in Bangladesh,
it would be difficult for the
Fund Manager to swap atnong asset classes if and when requircd.
(06) Lirnited rnoney market instruments mav uarro\!' the opporlunity of short
tenn or temporary investments
olthe Fund.
(07) Stock rnarket trends show that price of alrnost all the listed securities
rnove ip unpredictable
direction which rnay affect the value of the Fund. Moreover, tl.rere is
no guarantee that thc rnarket
price of shares of the Fund shall fully reflect their undcrlying
net asset values.
(08) If the issuer companies fail to provide expected dividend, this may
affect the return of the F'und.
(09) For investing in Pre-Publio offer Placement securities i.e . in unlisted equity securities by the Fund may
involve liquidity risk.
(10) Uncertainties Iike potitical and social instability rnal,affect
the value of the Fund,s Assets.
(l l) Governrnent policy and tax laws may change, affecting
the return on investment in Units.
(12) thc economic crisis of the international cornmunit1,6,., rhe capital market
ii:t::.::1::of
may atl.ect the performance of the Fund.
of Bangladesh
rq L rv r9r @tvt ul
h": no^thing about thc functioning of the capital ,rarket
v
Pase I 26
HFAML-ACME Employees, Unit Fund Draft Prospectus
CHAPTER.5
FORMATION, MANAGEMENT AI\D ADMINISTRATION
5.1 Sponsor ofthe Fund
According to the Guidelines, rvith respect to the fonnation of open-end mutual iund, the
minimurn requirement
of subscription of the sponsor of the fund is 10% of the total Fund size. The ACME l-aboratories l-imited
Enrployees'Provident Fund, as sporlsor, has investecl BDT 50,000,000.00 being25oh olthe proposed t-Lrn<J. It
shal!, therefore, be treated as Initial Subscriber, thc Initial Prornoter and lrritiator ofthe proposed open-end
fund.
The ACME Laboratories Lirnited Ernployees' Provident Fund, a recognized providcnt fund bi,
the National
Board of Revenue, having its registered office at l/4. MirpurRoad. Kallayanpur, Dhaka - l2OT,Bangladesh,
is
forrned by The ACME Laboratories Lirnited for the berrefit of its employees.
The ACME Laboratories t,td. a listed Cornpany u,ith the Stock Exchanges of Bangladesh,
one of the top rankilg
Plrarmaceutical Conrpanies, has been engaged in manufacturing, markcting
and distribution of phannaceuticals
forrnulation products. Initially, the Cornpany was a proprietorship concern engagecl
in nranufacturing in fcw oral
liquid products in 1954. Later on, the enterprise convefled into a Private Limited
Cornpany on I 7 March 1976
and it was converted into a public Limited company o, 30 November 201 1
.
ACME has an outstanding record of all around excellerrcc ancl growth in the relevant business
activities. Since
inception in 1954. it has been working relentlessly r.vith a vision to ensure Health,
vigour and Happiness for all.
The quality slogan of the Company is: "Perpetual
QLrest for Excellence,,. The ACME Laboratories Ltd. is
cornrnitted to tnaintain state-of-the-aft Inanufacturirrg facilities for ensuring
best quality products to the
cl"lstomers' ACME is cornmitted to achieve excellence by proper
execution of ISO 900 l:2015 standard. WHo
cGMP standard and best practices that are pr.oven effective.
Over the years, the activities of tCB have grown rnanifbld, particularly in Merchant Banking, Mutual Funds
ntaqagement, share tnarket operations, and other capital and money market activities. ICB pioneered the lvlutual
Fund Industry in Bangladesh. The country's first mutual furrd, the "First ICB Mutual Fund,, was launched on 25
April 1980. Since then ICB has f'loated 8 (eight) mutual funds and all of these funds have ah.eady been converted
into open-end Mutual Fund according to BSEC directions. ICB also manages the country's first open-end mutual
fund launched irr I981. It is also the single largest stockbroker and dealer in DSE and CSE. Due to continuous
free fall in the FY 2010-1 1, an initiative was taken to form an open-end mutual fund of BDT 5,000.00 crore
called "Bangladesh Fund" by ICB, managed by ICB Asset Managernent Company Limited (a subsidiary of ICB)
to regain investors' reliance through increasing florv of liquidity for a stable ancl dynamic stock market. The
Bangladesh Furrd is the largest operr-end rnutual fund ever in the history of our country. The subsidiary of ICB
is also managing 23 Funds rvith asset value of BDT. 40,383.06 Million under its management.
The Trustee shall corrstitute a Corrrrnittee with a minirnr.rm of two members, which shall be responsible for
discharging the obligations of the Trustee and the first suclr Cornmittee shall be constituted with t6e followi,g
members, narnely: -
@
Pase I 28
Htr'AML-ACME Employees' Unit Fund Draft Prospectus
HFAML has latrnched their first unit Fund narncd 'HFAML Unit Fund' of
BDT 50.00 Crore on Novcmber 20,
2017 and has achieved.significant progress in forrration of 'Banglaclesh
Irrfrastmcture Fund,of BDT 500.00
Crore' HFAML is appointe!lqasset Manager of "HFAML-IBBiErnployees'
Sl-rariah Fund,, by the Sponsor.
The Fund has initial size of BDT 100.00 Ciore. HFAML has made
agreenrents with different nrerchant barrks
and brokerage houses top,rovide advisory services for efficient management
of their assets ancl portfolios a1d
started rvorking with different institutions to provide advisory
seruices for qualitative and quantitative
improvemcnt of management of p.ovide,t fund, dratuity/pension'Furrds
etc.
Tlte present Authorized Capital of the cornpany is I3DT 20.00 (Trventy)
crore only and paid-up capital is BDT
5.00 (Five) crore only.
w# Pase | 29
HFAML-ACME Employees' Unit Fund Draft Prospectus
He has set several milestones in the field of business. The recent motor cycle export by his
cornpany to Nepal is
for thc first time in Bangladesh.
Mr. Rahman did his rnasters in Managernent frorn Rajshahi University and attended different training and
seminars at horne and abroad. He is also associatsd with various Social & Cultr-u'al organizations in different
capacities as follows:
. Varendra University Trust
Chairman
.lnternational Business F-orum of Bangladesh
President
. Nlanagement Studies Alumni Association, Rajshahi University
President
' Bangladesh Automobiles Assemblers and Manufacturers Associalion (BAAMA) President
. Autism Welfare Trust
Director
. Dhaka Club
Mernber
. Kumitola Golf Cluh
Member
. Banani Club
Member
w
HFAML-ACME Employees, Unit tr'und Draft Prospectus
He has in his credit lots of achievctnents ancl ground breaking records. He was
instrumcntal in transfonnilg ICB
as one of tlre best rated perforlnir.rg financial institutions in the country.
During his tenure as Managing Director
of ICB record dividends in ICB managed nrutual funds rvere declared, as may be seen from the following table:
(Dividend Rates in %)
Name of the Mutual Fund 201 0-l I 20tt-12 2012-13 2013-14 2014-15
First ICB Mutual Fund 500.00 600.00 700.00 800.00 1000.00
Second ICIB Mutual Fund 250.00 300.00 3 7s.00 400.00 450.00
Third ICB MutualFund t8s.00 200.00 240.00 250.00 300.00
Fourth ICB Mutual Fund 65.00 85.00 240.00 2s0.00
1 r 300.00
Fifth ICB Mutual Fund r35.00 170.00 200.00 225.00 250,00
Sixth ICB Mutual Fund 90.00 100.00 105.00 10.00
1 120.00
Seventh lCB Mutual Fund 95.00 110.00 120.00 130.00 150.00
Eightieth ICB Murual Funcl 90.00 100.00 110.00 120.00 r40.00
ICB Unit Fund 3 0.00 32.00 40.00 42.50 43.00
w,#
HFAML-ACME Employees' Unit Fund Draft Prospectus
5.5 Auditor(s)
ARTISAN Chartered Accountauts, having office at 33 Shah Ali Tower (5th & 6th Floor), Kawran Bazar. Dhaka-
121 5. Bangladesh shall be the flrst Auditor of the Fr,rnd for the first accounting period. They are orie of the reputed
audit firm in the countrv. The 'l'ntstee shall appoint subsequent auclitors.
i) @ 2.50oh pet annurn of the weekly averrgc NAV of the FLrnd up to BD1 5.00 (five) crore.
ii) @2.00% per annuln for additional atnount of the weekly average NAV of the Fund over BDT 5.00 (tive)
crore up to BDT 25.00 (trventy tive) crore.
Pa.qe I 32
HFAML-ACME Bmployees' Unit Fund Draft Prospectus
iii) @ 1.50% per annuln ibr additiotral arnount of the weekly avcrage NAV of the Fr.rnd over BDT 25.00
(twenty five) crore up to BD'I' 50.00 (fifty) crore.
iv) @1 .00% per annuln for additiorral amount of the rveekly average NAV of the Fund over
BDT 50.00
(fifty) crore.
This rate may change as deterrnined by BSEC from time to tirle.
5.6.9 BrokerageCommission
Brokerage Commission rate will bc 0.20 (point two zero) percent to highest 0.30 (point three zero) percent
of the
total amount to transaction.
IIFAML will act as the Selling Agent of the HFAML-ACME Employees' Unit Fund. The Asset Manager may
appoint and cancel Selling Agents in future subject to approval of the Trustee and with due intirnatiol to
the
BSEC. In addition to that individuals will also be eligible ro rvork as selling agent to be appointed by Asset
Manager subject to the approval of BSEC.
HFAML-ACME Employees' Ilnit Fund Draft Prospectus
CHAPTER. 6
63 Tax Exemption
a. Inveslment in the Fund by individual investors shall enjoy tax exemption
benefit under Sectio6 a4e) of
the Income Tax Ordinance. 1984.
b. Dividend income is also tax free up to ceftain lirnit as permitted under
the Finance Act.
c. lncorne of the Fund is also Tax exempted.
ffi
'ri
W./l
\f '*"""""""'/ e
HFAML-ACME Employees, Unit Fund Draft Prospectus
CHAPTER. 7
UI{IT SUBSCRIPTION
7.1 Terms and Condition of Unit Subscription
(01) The units of FIFAML-ACME Employees' unit Fund, hereinafter referred to as the F'und, may be bought
and Surretldered through HF Asset Management Lirnited and authorized
selling agents appointed by
HFAML from time to time.
(02) Application must be rnade by Institutional investors,
Individuals, Non-resident Bangladeshi (NRB), general
public and other Eligible I,vestors and not by minor or person
of ,nsor-rnd mind.
(03) Joint application b):.,yo persons is acceptable.
In sr.rch cases, registration and issuance of Confirmation of
ljnit Allocation will be in favor of prirrcipal applicant while di,'iclerrd and other
be,efits, if any, will be
addressed to bank account of principai appiicant
mentionecl in the application iorrrr/bank account
mentioned in Bo account. In case or tte oeattr of any
of the joint holders, only the survivor shall be
recognized as having any title to the Units. On death
of Uottl ttre.loint holders, tlie title to the units ,will
bestow upon the nominee mentioned in the application
form.
(04)Minirnulr pttrchase atnonttt for individual investors
is 100 (one hundred) Units a,d for institutional
. investors is 500 (Five hLrndred)
Units.
(05) Application for purchase of Units slrould
be accompanied by an account payee cheque
/pay orderlbank draft
in favor of "HFAML-ACME EMPI-OYEES' LINIT
FUND" for the total value of the Units.
(06) After clearance/encashrnent of cheque/clr
aft/pay order, the applicant will be issuecl with a confinnation
unit-Allocation agaittst every ptrrclrase of Uniti he/sheithe of
inititutional investor applies for. The units will
also be delivered to the unit holder's BO A/C in demat
fonn.
,r1 cost subject ro rninimum surre.der quarrrity is r00 (one
l,]:]j?I,:l'ff1""1':_1,?l:lllt:l:li,""r,flai1in1l
a,d. institutio,; L;;il;;t;ffiffi;;',#;,#il:j:,i,jT',,ru:
I::l:y_y:'l.Tl f: ll 1i,id,:1,.
issued rvith a new co,fir'mation of unit elrocation rep*l.ririrg iir" il;;;;i;j;n:ffi;'ffi,iiJ#r;
(08) The units may be tratrsferred by way
of inheritance/gift and/or by specific operation of the larv. In case
transfer' the Furrd will charge a notninal fee as decid-ed of
by the Asset Manager from tirne tolini.e except in
the case oftransfer by rvay of inheritance. ',- '
.
-
w Pase I 36
HFAML-ACME Employees, Unit Fund Draft Prospectus
(09) Dividcnd may be delir,'ered itr cash or by way of Units uncler Cr.rrnulative Investment plan (CIp) as the
applicant gives option in the application fonn.
(10) Allpayrnents/receipts in connectioll with or arising out of transactions of the
Units applied for shall be in
Bangladeshi taka.
frerd
w.
Paue I 37
HFACMEUP-1
HFAML-ACME EMPLOYEES' UNIT FUND
Asset Manager; HF Asset Management Limited
Qalg rlly151Q-el
Date of lssue:
Eggiqta!!g_L!9.: ACMEUF/
B.O. No,
Date
Dear Sir,
lAlVe enclose herewith Tk. (in wordg
.. .in Cheque/P.O./D.D.No.. . . ..... Dat"
Bank
and request you to sell to me/us ..Units of HFAML-ACME EMLOYEES, Unit Fund at the
price of Tk. per unit (Prevailing on the sale Date). lA/ve do not hold/already hold . .
.
,,'Unitsandmy/ourRegiStrationNo.isACMEUFl
BO No.
o
o
rc
0
o lA&e am/are not minor(s).l^/y'e have read and understood
o the terms and conditions of the Deed of Trust and prospectus of
the Fund and agreed to be bound and governed by the
QO same on availingtustil;;; n"' ,rr"r*" further agree not to hold the
6.I Fund liable for any consequences in case of any of
cc
.Qo l/we hereby undertake to inform the Asset Manager
the below mentionei ,rr,'"r'uo o",rt tr-"
incorrect or incomplete.
AP of any chang", toinu information provided herein below and agree and
accept that the Fund and its Asset Manager is not liable
oq or responsible for any loss.
c-
od
Ep we understand that all payments in connection with or arising out of the Units hereby applied for shall be payable in
Bangladeshi raka only including income distribution
and/oill-purchase price. l/we the undersigneo oo nereoy oeciare tnat
:6
the money which is being invested for the purchase
,ir of unit certificates or'Hraru,- -;;;; ;;ior==a, Unit Fund has
been earned /collected from the source(s) declared
herein.
ffi
x
"rl
**1
HFACMEUP-1
Father's Name
Mother's Name
Spouse's Name
. Occupation
Designation
Nationality
Passport No.
Correspondence/present Address
B. O. Account No.
Telephone No.
Cell No.
Source of Fund
Bank Details
tuC No.
.Routing No
Bank Name . ........
Branch.... . .
Address
ffi
;it.:r'; .{ signature of Principal Holder /
..*--- r.i.
HFACMEUP.l
Photograph of
Joint Holder /
Authorized Person
JOINT HOLDER
Name (lndividual/lnstitution)
Father's Name
Mother's Name
Spouse's Name
* Occupation
Designation
Nationality
B. O. Account No.
Telephone No.
Cell No
ffi
w#
Specimen signature of Joint Holder /
HFUP-1
1' TheUnitsofHFAML-ACMEEMLPOYEES'UnltFund,hereinafterreferredtoastheFund.maybeboughtandsurrenderedthroughHFAssetManageme
(Linlited (HFAML) and authorized selllng agents appointed oy HFnlaL
2 ""
Applicatron may be made bv an individual (both resident and non-resident),
"rioJ*-. orv".r*pt inr.j"viijo""* "'"";;;;;';;;1"t;;;;il;;i^
(registered in or outside of Bangladesh) and not by minor o.p"iion
other Eligibte lnvestors (both locat and forergn ), . ,;; ;, a societ)
oiun"'ouni'mino.
3 Joint application by two persons rs acceptable. Registration and unit allocation will
be in favor of principal applicant while dividend and other
benefits, if anv, will be addressed to the bank accdunt or princifat ippii"i"i *"rtioned
in the ,priri.rii|. i"l,i"i. ..J. ,irinlri".jn ,i*v
the joint holders, only the survivor shall be t""ognlzeo as'having ."iiitr"
upon the nominee(s) if any mentioned in the Nominee Form ,.1.... ......
"t
oi t1.," units. on death of both the joint hotder, the units will bestow
1 ....HfUC_N1f ;1
4 Minimum purchase amount for the individual investor is 100 (one hundred)
units and for institutional investor is 500 (Five
hundred) Units.
5 Application for purchase of unrts should be accompanied by a crossed cheque/ pay order/ bank draft in favor of .HFAML.ACME EMLpoyEES Unit Func
6' After clearance/encashment of cheque/drafupay order. the applicant will be allocated Units of the Fund against every purchase with
denomination of number of units heishe/the institutronat invedtir qrr"ve a
appiie. r"i
ivr ' ir,"
I LL balance of units will also be credited to the unit holder,s Bo
AJC in demat form.
T surrender of any quantity of units js allowed both for individuals and institutrons.
upon partial surrender, the unit holder wrll be rssr.red wjth a
new confirmarion of Linit Ailocation representing the bair;;e
;f u.ir
vr ut It rn"ioi.i.'-
tututr rg,
B The units may be transfeffed.by way of inheritance/gift andior
by specific operation of the law. ln case of transfer the fund will charge a nomina
fee as decided by the Asset M-anager from time to t,-nre
except in tl.re case'of rrr;.f;; ;; *r; i;;;;,;;J;'
I- Unit holders may splrt their unit-qertificates subject to minimum "i
denonrination of 100 (one hundred) unrts. ln case of sptit, the fund wlll charge
a nominal fee as decided by HFAML from timeio rime.
10 Dividend may be delivered in cash or by way of
Units under cumulative lnvestnlent plan (Clp) as the applicant has mentioned in
application form. the
-;e Fffi';#.""
L--l
c. National lD
tu*r--.-- t.I&r*';'4
Received C€rtificates for ........ Units as mentioned ove
www. hfa ssetma na geme nt. com (
)
HFNF.1
i
Photograph ot
HFAMLACME Employees' Unit Fund :
i:
Dear Sir,
:.,'-,,,:.''...i.,.-'-...,.......,,......
Name and Address of Nominee i Percentage
srgnature of Nominee
t'
i
+
*_*,._i_
I
I
!
I
:.
l
l
l
i
Princioal Holder
.i.- ,. ...., .;.'.-' ---- r
i
i JoinlHolder(ifany) '1 :
i
... -
; l signature ii
Name (lndividual)
Beg No ACMEUF/
BO No
r ao No .
:'"".:'-;;i
{-... {
(Signatuie, Date & Seal)
7('f' ./
,u: \L,.. -". :*-'::
''qfr"r;g2 rr' 1;/'
-*,
HFAML-ACME Employees' Unit Fund
Asset Manager: HF Asset Management Limited
REPURCHASE/SURRENDER FORM
(Please read Ternrs and Conditions on reverse carefully)
|A#e ..... .
address
amiare the holder(s).of .. .... . . ...... . Units of HFAML-ACME Employees' Unit Fund. lAlve, would like
.,
(in word.... .
to surrender
its (inword....
Units ,.-:.
at the repurchase price of rK. pei unii ii
oeiriieo ov ine Aiiei rr,linage; o; II
My/our surrender request is summarized below:
Confirmation of Unit
allocation No.
Wilnessr
1. Signature: .. .
Name: ..
Father's/Husband's Name:
Address:
NID No:
2. Signature:
Name: .
Father's/Husband's Name :
Address:
NID No:
l The Units of HFAML-ACME Enrployees' Uni1 Fund, hereinalter reterrecl to as the Fund, may
be bought and surrendered through HF
Asset Management Limited (HFAML) and authorized selling
agents appointed by HFAMLlrom time lo time.
2 Any number o{ Units may be surrendered on all business days except lasl business day ot the week and during
the book closure period
/ record date of the Fund.
3' Surrender of any quantity o{ units is allowed without any acjditional cost both ior individuals and institutions.
upon partial surrender, the
unil holder will be issuecl with a new Conlirmation of Unit Allocation representing the balance of his/trer
Unii Horainf
4 Unit holder is required to attach the Confirrnation of Unil Allocation Lefie(s) he Ahe / the institulion
wanls to surrender atong with this
surrender form
Feceipt No.
Date:
Received the Confirmation of Unit Allocation tor surrencrerrpartiar
surrender as mentioned berow :
Registration No. ACMEUFJ
1. Confirmation of Unit Allocation No. ... ............. euantity
.. Surrendered Ouantily
Surrender No:
lssr-ring Oflicer
Signature, Date & Seal Authorized Signalure
& Designation)
HFAML-ACME Employees' Unit Fund
Asset Manager: HF Asset Management Limited
TRANSFER FORM
(Please read Terms and Conditions on reverse carefully)
of . .. . .. ....., Units of HFAML-ACME Employees' Unit Fund Unit Fund. lArVe, would like to transfer......................units
(in words... ...., units) to the following person/institution, hereinafter relerred to as transferee
Trelslereg
Name : Mr./lvls./Mrs. M/S. ..
Name oi lnstitution:
E-TlN No.:
Address:
Tel/Mob No.:. . ..
Address:
NID No:
Sgnature of rranst;rbi| I Signature of Transferor (2)
2. Signature:
Name: ......
Father's/Husband'sName :
Address:
NID No:
r
,l
Signature:
.... . Date: .......... t , ... ....1. .
Document Enclosed:
i- Memorandum and Articles of Association
! Extract of Board Resolulron I I ETIN Certificate
L Power of Attorney in Favor of Authorized person(s)
[:r Certificate of lncorporation L-l Trust Deed
--
r Sociely Registration Certificale
1. Signature of Transferee
2. Signature of Trans{eree
Date: . ..,... t ...
lssuing Officer
Signature, Date & Seal Aulhorized Signature
(Name &