Termination of the FHUT
The FHUT, which began on 27th April 2001, ends 60 years less one day from this date or can be subject to earlier termination. The Manager, giving at least 3 months prior written notice to the Trustee, can terminate the FHUT. On termination of FHUT, the Trustee will realize all its assets, satisfy all its liabilities and expenses, and distribute the net proceeds to unit holders.
Retirement, removal and replacement of the Manager
The FHUT Manager can be removed from office if the High Court issues such an order based on an application for the Manager’s removal from the FHUT Trustee or at least 10% of the unit holders. The Manager will also cease to hold office if the Trustee certifies that the Manager’s removal is in the interests of the unit holders or the unit holders resolve at a meeting (which is conducted in accordance with the requirements of the FHUT Trust Deed regarding the convening of meetings of unit holders) that the Manager must be removed. Under these conditions, the Manager will immediately cease to carry out all activities related to the FHUT.
The Manager may retire by giving 3 months’ notice to the Trustee (or any shorter period as the Trustee accepts), and will retire at the Trustee’s request where the Manager ceases to carry on business (as defined in the FHUT Trust Deed) or if unit holders of 75% or more of units resolve at a meeting that the Manager should be removed. On retirement, the FHUT Trust Deed allows the outgoing Manager to appoint another qualified Manager within one month. The Trustee may appoint another Manager if the outgoing Manager has not appointed another qualified Manager within one month, or elect to act as Manager within one month, or elect to act as Manager when there is no other Manager.
Retirement, removal and replacement of the Trustee
Under the laws of Fiji, the Manager does not have the power to remove the Trustee. However, the Manager can apply to the Supreme Court for an order for the removal of the Trustee. The Minister of Finance has the power to remove the Trustee or apply to the Supreme Court for an order for the removal of the Trustee. The Trustee will not retire or be discharged from the FHUT until another Trustee has been appointed and has assumed office. Subject to law, the Trustee may retire by giving 6 months notice to the Manager (or any shorter period the Manager may accept), and will retire at the Manager’s request where it ceases to carry on business (as defined in the FHUT Trust Deed) or if unit holders holding 50% or more of units resolve at a meeting that the Trustee should be removed. Upon the retirement of the Trustee, the Manager is allowed to appoint another Trustee.
Retirement, removal and replacement of the Auditor
Under the Unit Trust Act, 1978 the Trustee must appoint, and may at any time replace, an auditor of the FHUT who shall be an accountant or accountants that is a member of the Fiji Institute of Accountants, holding a certificate of public practice.
Meetings of Unit holders
Unit holders are entitled to attend meetings of the Trust convened by the Manager or Trustee. Unit holders can also require the Manager to convene meetings of unit holders.
The Manager of the FHUT is required under the Unit Trust Act to convene a meeting of unit holders by giving at least 14 days notice upon a written request:
- Of the Trustee, or
- At least one-tenth in number of the unit holders of the Trust, or
- A unit holder or unit holders holding (at the date the Manager receives the request) at least one-tenth of the value of the units in the FHUT.
The Trustee or the Manager may also convene a meeting of unit holders as stated in the Trust deed giving each other and the unit holders a 14-day notice period. Unit holders who hold one-tenth of the value of units in the Trust may convene a meeting after 21 days of lodging an application for a meeting with the Manager giving 14 days notice must hold the meeting within the next two months following the application.
Where there is a meeting of unit holders, it shall be under the chairmanship of a nominee of the Trustee. A unit holder or unit holders who hold at least 75% of the total value of interests held in the FHUT, and who are present in person or by proxy at any such meeting and vote, and who hold at least 25% of the value of all the interests in the FHUT held by unit holders, shall have the power to give directions, that are consistent with the provision of the Trust Deed and the Unit Trust Act, to the Trustee as they think proper concerning the FHUT. If that is the case, the Trustee may comply with the direction and is not liable for anything done or omitted by it by reason of its following that direction.
If the Trustee is of the opinion that any such direction gives rise to conflicts with the Trust Deed or the law, it can apply to the Supreme Court for direction. The decision and order made on this shall be final. If the unit holder is a company or other corporation, its properly appointed representative may be its proxy.
Material contracts
Members of the FHL Group provide administration and office services to the Manager. The costs of these services are borne by the Manager.
Other benefits to the Manager
The Trustee and Manager are entitled to hold units, represent or act for individual unit holders, deal in any capacity with each other (or with any related company or associate), and act in any capacity in relation to any other trusts without being liable to account to any trust or to each other, or to any unit holder, subject to acting in good faith to unit holders.
The Trust Deed allows the Manager (subject to the approval of the Trustee) to acquire investments from, or sell or transfer investments at a fair value including to members of the FHL Group. The Trust Deed requires the FHUT’s property to be valued by a qualified independent valuer approved by the Trustee; or valued by a method approved by the Trustee and the Manager.
Can The Manager Acquire My Units?
Under the Trust Deed the Manager may, but is not obliged to acquire your units in the FHUT at the exit unit price prevailing at the time. This is subject to the same terms and conditions as if the units had been redeemed by he Trustee. However, the redemption price will be paid by the Manager and title to units brought back will be transferred by you into the name of the Manager.
Changing the investment policies
The Trust Deed requires the Manager to specify the FHUT’s investment and borrowing policy in writing to the Trustee and in each Prospectus. A variation to this requirement may be proposed by the Manager by writing to the Trustee at any time. The Trustee will then consider whether the variation is reasonable or not.
The FHUT is unable to borrow money without the Trustee’s prior approval. According to the Trust Deed requirements, total liabilities including the proposed borrowings for the FHUT is limited to 40% of the total value of the FHUT’s assets. The FHUT is allowed to invest in any one company or class of companies or property or government and statutory body securities.
Your liability as an investor
The Trust Deed contains a provision that the liability of each holder is limited to the amount subscribed for units. Unit holders should note that the Manager cannot give any absolute assurance regarding your liability because enforcement of such provisions is usually subject to judicial determination.
Proposed Performance Reporting Standards
It is important for investors to know that the CMDA may require Unit Trust managers to adopt specific performance measurement and reporting standards in the near future.
Your rights
A number of your principal rights as a unit holder in FHUT are outlined in various sections of this Prospectus. According to the provisions of the Trust Deed, your other rights to:
- Pass ownership of units to a surviving joint investor or to your estate upon your death.
- Participate in distribution upon termination or winding up of FHUT.
- Call, attend and vote at meetings
Each unit you hold in FHUT gives you a beneficial interest in FHUT as a whole. You must note that by holding units in FHUT does not give you the right to participate in its management or operations.
Privacy
When opening an account with FHUT, you will provide us with certain personal information. We consider this information to be confidential and private.
We may use the information details that you provide only for lawful purposes directly related to providing investment information and services and, from time to time, marketing FHUT services. We may use the information to administer or provide facilities or services requested by you from time to time. You are not obliged to provide any personal information that you do not want used for marketing purposes, please notify us and your name will be removed from the mailing list accordingly.
You are entitled to request to access information held by us about yourself at any time. Any request for your information or any amendments you would like to make to your personal information should be made in writing to:
Administration Officer
FHL Fund Management Limited
PO Box 2110
Government Buildings
Suva, Fiji
Your concerns
We want to hear all your concerns, whether they are favorable or not, because it is in both our interest to address any concerns that you may have.
You should contact us or come and see us to discuss your concerns. Where possible, your concerns will be resolved at that time, if your concerns cannot be resolved this way, they are logged by our Customer Services Officer together with any written concerns. Any written concerns that you may have should be directed to:
Compliance Officer
FHL Fund Management Limited
PO Box 2110
Government Buildings
Suva, Fiji
rukshanan@fhut.com.fj
All written and logged complaints are generally acknowledged in writing within 5 working days, advising you of the complaints handling process.
You will be informed of the progress of your concern if it has not been resolved within 10 working days. All complaints are reviewed by the Compliance Committee to ensure that they are addressed properly.
If your concerns are not resolved to your satisfaction, you can write to the Manager, FHL Fund Management Limited, PO Box 2110, Government Buildings, Suva, Fiji. If you are still not satisfied, then you can write to the Capital Markets Development Authority, PO Box 2441, Government Buildings, Suva, Fiji.