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AMANMFB-AnnualReport2006 _615KB_.pdf - Bursa Malaysia

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					                                                                                          Amanah Millenia Fund Berhad (370927-A)




                     THE COMPANY

Amanah Millenia Fund Berhad (“AMFB”) is a closed-end fund
listed on the Main Board of the Bursa Malaysia Securities
Berhad (“Bursa Securities”).

Closed-end funds are public companies with capital
structures which are the same as any other company, but
instead of selling goods or services, their principal business
is to invest in the shares of other companies. Closed-
end funds are termed “closed” because they have a fixed
number of shares in issue at any time, the prices of which
will fluctuate according to supply and demand. Buying and
selling of shares in listed closed-end fund companies take
place through the stock exchange via licensed stockbroking
companies.



              INVESTMENT OBJECTIVE

The principal investment objective of the Company is
the long-term capital appreciation of its assets through
investment in securities of companies listed on Bursa
Malaysia Securities Berhad. In addition, up to thirty percent
(30%) of the Company’s Net Asset Value (“NAV”) may be
invested in securities of companies listed on other stock
exchanges located in the Region (defined as Singapore,
Indonesia, Thailand, the Philippines, Hong Kong, Taiwan and          CONTENTS                                       Page
South Korea), with the aim of achieving growth in excess of
the FTSE Bursa Malaysia EMAS Index (“FBMEMAS Index”)                 Notice of Annual General Meeting                     2
over the longer term.                                                Statement Accompanying the Notice
                                                                       of Annual General Meeting                         4
                                                                     Corporate Information                               6
                                                                     Statement of Corporate Governance                   9
                                                                     Statement on Internal Control                      13
                                                                     Audit Compliance Committee Report                  14
                                                                     Summary of Results                                 16
                                                                     Chairman’s Statement                               17
                                                                     Investment Manager’s Review                        18
                                                                     Director’s Report                                  26
                                                                     Statement by Directors                             29
                                                                     Statutory Declaration                              30
                                                                     Report of the Auditors                             31
                                                                     Income Statement                                   32
                                                                     Balance Sheet                                      33
                                                                     Statement of Changes in Equity                     34
                                                                     Cash Flow Statement                                35
                                                                     Notes to the Financial Statements                  36
                                                                     Investment Portfolio                               45
                                                                     About Your Company                                 49
                                                                     Analysis of Shareholding                           50
                                                                     Proxy Form                                         53




                                                                 1
Amanah Millenia Fund Berhad (370927-A)




                                   NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Eleventh Annual General Meeting of Amanah Millenia Fund Berhad will be held
at The Ballroom, Hotel Equatorial, Jalan Sultan Ismail, on Wednesday, 27 June 2007 at 10.00 a.m. for the following
purposes:

 i.      To receive the Financial Statements for the year ended 31 December 2006 and the Reports                Ordinary
         of the Directors and Auditors thereon.                                                              Resolution 1
 ii.     To approve a first and final dividend of 4.5 sen per share (tax exempt) for the financial year            Ordinary
         ended 31 December 2006.                                                                             Resolution 2
 iii.    To re-elect Datuk Khalid bin Abdul Karim who retires in accordance with Section 129(2) of              Ordinary
         the Companies Act, 1965 and being eligible offers himself for re-election.                          Resolution 3
 iv.     To re-elect Encik Mohd. Najib bin Hj. Abdullah who retires in accordance with Article 86 of            Ordinary
         the Company’s Articles of Association and being eligible offers himself for re-election.            Resolution 4
 v.      To re-elect the following Directors who retire in accordance with Article 87 of the Company’s
         Articles of Association and being eligible offer themselves for re-election.
         i.    Encik Lee Siew Choong                                                                            Ordinary
                                                                                                             Resolution 5
         ii.   Encik Tai Keat Chai                                                                              Ordinary
                                                                                                             Resolution 6
 vi.     To approve the remuneration of the Directors.                                                          Ordinary
                                                                                                             Resolution 7
 vii.    To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the                     Ordinary
         Directors to fix their remuneration.                                                                 Resolution 8

         Special Business:

 viii.   PROPOSED CONTINUATION OF THE FUND                                                                      Ordinary
         “THAT, the Company should continue as a closed end fund for a further five (5) year                  Resolution 9
         period.”

 ix.     PROPOSED CASH TENDER OFFER                                                                             Ordinary
                                                                                                            Resolution 10
         “THAT, subject to (i) the passing of Ordinary Resolution 9 above and the Special Resolution
         below, (ii) compliance with the Companies Act 1965, the Memorandum and Articles of
         Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad
         and any applicable laws, regulations and guidelines issued by other regulatory authorities
         and (iii) approval by the Bursa Malaysia Securities Berhad and the Securities Commission in
         relation to the proposed waiver as per item (8) (i) and (ii) of the Circular to the shareholders
         of the Company dated 31 May 2007; the Company and the Directors of the Company be
         and are hereby authorised to give effect and implement the Tender Offer to be made by
         the Company to the Entitled Shareholders, half yearly (in March and September of each
         year) to buy back up to ten per centum (10%) of the Company’s issued and paid-up share
         capital (for each Cash Tender Offer made in March and September of each year) at the offer
         price of ninety seven per centum (97%) of the net asset value per share to be determined
         by Board of Directors as of the close of trading of the shares at a price-fixing dates to be
         determined and announced from time to time (“Proposed Tender Offer”).

         AND THAT, the maximum amount of funds to be utilised for the Cash Tender Offer shall not
         exceed the cash and cash equivalents balance of the Company.

         AND THAT, the Directors of the Company be and are hereby authorised to retain the
         Purchased Shares as treasury shares or cancel the said shares or retain part of the said
         shares as treasury shares and cancel the remainder. The Directors of the Company are
         further authorised to resell the treasury shares on Bursa Malaysia Securities Berhad or
         distribute the treasury shares as dividends to the Company’s shareholders or subsequently
         cancel the treasury shares or any combination of the three.

         AND THAT, the Directors of the Company be and are hereby authorised to carry out the
         above immediately upon the passing of this resolution and Special Resolution below until
         the Board of Directors of the Company undertake a voluntary liquidation of the Company in
         accordance with its Articles of Association.


                                                               2
                                                                                                      Amanah Millenia Fund Berhad (370927-A)




                            NOTICE OF ANNUAL GENERAL MEETING continued

        AND THAT, the Directors of the Company be and are hereby authorised to take all such
        necessary steps to give effect to the aforesaid Proposed Tender Offer with full power to
        assent to any conditions, modifications, variations and/or amendments in any manner as
        may be required by the relevant authorities in connection with the Proposed Tender Offer
        as they may deem fit.”
 x.     PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF AMFB IN
        RELATION TO THE INCORPORATION OF THE CASH TENDER OFFER

        “THAT, subject to the passing of Ordinary Resolution 10 above, the alteration, modification,                  Special Resolution
        deletion and/or additions to the Articles of Association of the Company as set out in Item 2.4
        of the Circular to the shareholders of the Company dated 31 May 2007 be and are hereby
        approved.
 xi.    To transact any other business of which due notice shall have been given in accordance
        with the Companies Act, 1965.




CLOSURE OF BOOKS

NOTICE IS ALSO HEREBY GIVEN THAT the Share Transfer Book, Register of Members and Records of Depositors will be
closed on 28 June 2007 to determine the shareholders’ entitlement to the dividend payment. The dividend, if approved by
the shareholders at the Company’s Eleventh Annual General Meeting will be paid on 19 July 2007 to shareholders whose
names appear in the Register of Depositors on 28 June 2007.

A Depositor shall qualify for dividend entitlement only in respect of:

a.     Shares transferred into the Depositor’s securities account before 4.00 p.m. on 28 June 2007 in respect of ordinary
       transfers; and
b.     Shares bought on Bursa Malaysia Securities Berhad (“Bursa Securities”) on a cum entitlement basis according to the
       Rules of Bursa Securities.



By Order of the Board

Kutbuddin bin Asgar Ali (LS0008532)
Company Secretary

Kuala Lumpur
31 May 2007




NOTES:
1)     A member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and vote in his stead and such proxy
       need not be a member of the Company.
2)     The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if
       the appointor is a corporation, under its common seal or signed by its attorney or by an officer on behalf of the corporation.
3)     Where a member appoints more than one proxy, the appointment shall not be valid unless he specifies the proportion of holding to
       be represented by each proxy.
4)     The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, must be deposited at
       the Company’s Registered Office, at 21st Floor, Menara MIDF, 82 Jalan Raja Chulan, 50200 Kuala Lumpur not less than 48 hours
       before the time of the meeting.




                                                                     3
Amanah Millenia Fund Berhad (370927-A)




     STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING

1.      Director standing for re-election pursuant to Section 129(6) of the Companies Act, 1965 (retirement upon reaching
        age of seventy)

        • Datuk Khalid bin Abdul Karim

2.      Directors standing for re-election pursuant to Article 86 of the Company’s Articles of Association (appointed after the
        date of the last Annual General Meeting)

        • Mohd. Najib bin Hj. Abdullah

3.      Directors standing for re-election pursuant to Article 87 of the Company’s Articles of Association (retirement by
        rotation)

        • Lee Siew Choong
        • Tai Keat Chai

4.      Details of the attendance of Directors at the General Meeting held during the financial year ended 31 December
        2006

        The Tenth Annual General Meeting (“AGM”) of the Company was held on Wednesday, 5 April 2006 at 10.00
        am at the Ballroom, Hotel Equatorial, Jalan Sultan Ismail, 50250 Kuala Lumpur. All the Directors attended
        the Tenth AGM.

5.      Details of Directors standing for re-election at the 11th AGM are as follows:

Name                                     Datuk Khalid bin   Mohd. Najib bin Hj.   Lee Siew Choong           Tai Keat Chai
                                          Abdul Karim          Abdullah

Re-election pursuant to                   Section 129(6)        Article 86              Article 87            Article 87
Companies Act, 1965/
Articles of Association

Age (years)                                    70                    46                    64                     52

Nationality                                 Malaysian           Malaysian               Malaysian             Malaysian

Qualification and                    • Bachelor             • Bachelor of      • Bachelor of Laws • Fellow member
membership                            of Science             Science in         (Hons);               of the Institute
of professional bodies                (Honours) degree       Computer Science • Advocate &            of Chartered
                                      in Economics           and Mathematics    Solicitor High Court Accountants in
                                      from Queen’s           (Magna cum         of Malaya             England & Wales;
                                      University, Belfast,   Laude); and                              and
                                      Northern Ireland     • Masters in                             • Member of the
                                                             Business                                 Malaysian Institute
                                                             Administration                           of Accountants

Position on the Board                      Independent       Non-Independent          Independent            Independent
                                          Non-executive       Non-executive          Non-executive          Non-executive
                                             Director            Director               Director               Director

Date first appointed to the           8 November 1996        21 November 2006       4 September 1996          17 July 2001
Board

Membership of Board                 • Audit Compliance               Nil          • Audit Compliance    • Audit Compliance
Committees                            Committee                                     Committee             Committee
                                    • Remuneration                                • Remuneration        • Remuneration
                                      and Nomination                                and Nomination        and Nomination
                                      Committee                                     Committee             Committee

                                                                 4
                                                                                          Amanah Millenia Fund Berhad (370927-A)




STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING continued

Name                              Datuk Khalid bin      Mohd. Najib bin Hj.     Lee Siew Choong            Tai Keat Chai
                                   Abdul Karim             Abdullah
Working experience              As enumerated in the   As enumerated in the     As enumerated in the   As enumerated in the
                                Profile of Directors    Profile of Directors      Profile of Directors    Profile of Directors
                                presented on page 7    presented on page 8      presented on page 7    presented on page 7
                                of the Annual Report   of the Annual Report     of the Annual Report   of the Annual Report

Occupation                       Company Director        Group Managing            Consultant,          Company Director
                                                            Director of          Messrs. Sharizat
                                                        Malaysian Industrial      Rashid & Lee
                                                       Development Finance
                                                             Berhad

Any other directorship of       • Sapura Resources     • Malaysian Industrial • Bolton Berhad          • Chuan Huat
public companies                  Berhad                 Development          • KAF-Seagroatt &          Resources Berhad
                                                         Finance Berhad         Campbell Berhad        • Datascan Berhad
                                                       • MIDF Amanah                                   • Disccomp Berhad
                                                         Asset Management                              • Imaspro
                                                         Berhad (formerly                                Corporation
                                                         known as Amanah                                 Berhad
                                                         SSCM Asset                                    • MESB Berhad
                                                         Management                                    • MIDF Amanah
                                                         Berhad)                                         Investment Bank
                                                       • MIDF Amanah                                     Berhad (formerly
                                                         Capital Berhad                                  known as Utama
                                                         (formerly known as                              Merchant Bank
                                                         Amanah Capital                                  Berhad)
                                                         Partners Berhad)                              • Opensys (M)
                                                       • MIDF Amanah                                     Berhad
                                                         Investment Bank                               • PECD Berhad
                                                         Berhad (formerly                              • Toyochem
                                                         known as Utama                                  Corporation
                                                         Merchant Bank                                   Berhad
                                                         Berhad)
                                                       • MIDF Property
                                                         Berhad (formerly
                                                         known as
                                                         Malaysian Industrial
                                                         Estates Berhad)

Securities holdings in           Indirect Holding of             Nil                    Nil                      Nil
the Company and its                 2,000 shares
subsidiaries
(as at 31 December 2006)

Family relationship with                 Nil                     Nil                    Nil                      Nil
any Director and/major
shareholder of the Company


List of convictions for                  Nil                     Nil                    Nil                      Nil
offences within the past
10 years other than traffic
offences, if any

Number of Board Meetings             4 out of 4        Nil as appointed with         3 out of 4              4 out of 4
attended in the financial year                          effect from 21.11.2006

                                                             5
Amanah Millenia Fund Berhad (370927-A)




                                         CORPORATE INFORMATION

Board of Directors                                             Registered Office

Tan Sri Dato’ Abdul Khalid bin Ibrahim                         21st Floor, Menara MIDF
Independent Non-executive Chairman                             82, Jalan Raja Chulan
(re-designated with effect from 10.08.2006)                    50200 Kuala Lumpur
                                                               Tel. No. 03-21619011 Fax: 03-21631451
Datuk Khalid bin Abdul Karim
Independent Non-executive Director                             Investment Manager

Lee Siew Choong                                                MIDF Amanah Asset Management Berhad (11804-D)
Independent Non-executive Director                             (formerly known as Amanah SSCM Asset Management Berhad)
                                                               4th Floor, Menara MIDF,
Tai Keat Chai                                                  82, Jalan Raja Chulan
Independent Non-executive Director                             50200 Kuala Lumpur
                                                               Designated Manager: Mushthaq Ahmad bin A.M. Ibrahim
Mohd. Najib bin Hj. Abdullah
Non-independent Non-executive Director                         Registrar
(Appointed with effect from 21.11.2006)
                                                               Symphony Share Registrars Sdn Bhd
Dato’ Mohd. Sallehuddin bin Othman                             Level 26, Menara Multi Purpose
Non-independent Non-executive Director                         Capital Square
(Resigned on 01.05.2006)                                       No. 8 Jalan Munshi Abdullah
                                                               50100 Kuala Lumpur
Zaiton binti Mohd. Hassan                                      Tel. No.: 03-27212222 Fax: 03-27212530
Independent Non-executive Director
(Resigned on 17.01.2007)                                       Custodian Bank

Company Secretary                                              OCBC Bank (Malaysia) Berhad (295400-W)
                                                               Ground Floor, Menara OCBC
Kutbuddin bin Asgar Ali                                        18 Jalan Tun Perak
(LS0008532)                                                    50050 Kuala Lumpur

Audit Compliance Committee                                     Auditors

Datuk Khalid bin Abdul Karim                                   Messrs Ernst & Young
Chairman                                                       Level 23A, Menara Milenium
                                                               Jalan Damanlela
Lee Siew Choong                                                Pusat Bandar Damansara
Member                                                         Damansara Heights
                                                               50490 Kuala Lumpur
Tai Keat Chai
Member                                                         Stock Exchange Listing
(Fellow member of the Institute of Chartered Accountants
 in England & Wales and member of the Malaysian                Main Board of Bursa Malaysia Securities Berhad
 Institute of Accountants)

Remuneration & Nomination Committee

Datuk Khalid bin Abdul Karim
Chairman

Lee Siew Choong
Member

Tai Keat Chai
Member




                                                           6
                                                                                         Amanah Millenia Fund Berhad (370927-A)




                                   CORPORATE INFORMATION continued

DIRECTORS’ PROFILE

YBhg Tan Sri Dato’ Abdul Khalid bin Ibrahim, aged 60, a Malaysian, was appointed as the Non-independent
Non-executive Chairman of AMFB on 8 November 1996 and he was re-designated to an Independent Non-Executive
Chairman of AMFB with effect from 10 August 2006. He holds a Bachelor of Arts (Honours) degree in Economics from
University of Malaya and a Masters degree in Business Administration from University of Queensland, Australia. He
previously held the position of Group Chief Executive of Permodalan Nasional Berhad. He currently sits on the board
of SIRIM Berhad and the Institute of Strategic and International Studies Malaysia. He is also an Executive Committee
Member of Unit Investment Fund and a member of Financial Engineering Advisory Forum of Islamic Development Bank,
Jeddah, Saudi Arabia.

YBhg Datuk Khalid bin Abdul Karim, aged 70, a Malaysian, was appointed an Independent Non-executive Director of
AMFB on 8 November 1996. He holds a Bachelor of Science (Honours) degree in Economics from Queen’s University,
Belfast, Northern Ireland. He previously served as Minister-Counsellor in the Malaysian Embassy in Belgrade, Yugoslavia,
High Commissioner to Sri Lanka, Ambassador to Poland, Comptroller of the Royal Household, Istana Negara to His Majesty
The Yang DiPertuan Agong VIII and prior to retirement from the Government, he was Ambassador to the Netherlands at the
Hague and on retiring in 1994, he was appointed Executive Director of Malaysian Trade & Distribution Centre (Rotterdam)
Sdn Bhd. He also sits on the board of Sapura Resources Berhad (formerly known as Uniphone Telecommunications
Berhad). Datuk Khalid chairs the Audit Compliance Committee as well as the Remuneration and Nomination Committee
of the Board.

Mr Lee Siew Choong, aged 64, a Malaysian, was appointed an Independent Non-executive Director of AMFB on 4
September 1996. He obtained the Bachelor of Law (Honours) degree from Singapore and was called to the Malaysian
Bar in 1968. Presently, he is a consultant in a law firm in Kuala Lumpur. He is also a director of KAF-Seagroatt & Campbell
Berhad and Bolton Berhad. Mr. Lee is a member of the Audit Compliance Committee as well as the Remuneration and
Nomination Committee of the Board.

Mr Tai Keat Chai, aged 52, a Malaysian, was appointed an Independent Non-executive Director of AMFB on 17 July
2001. He is a fellow member of the Institute of Chartered Accountants in England & Wales and a member of the Malaysian
Institute of Accountants. Between 1990 to 2001, he was the General Manager of SJ Securities Sdn Bhd, Executive Director
of A.A. Anthony Securities Sdn Bhd and a Dealer’s Representative in ECM Libra Securities Sdn Bhd. He is currently a
director of Fiscal Corporate Services Sdn Bhd. He also sits on the boards of Chuan Huat Resources Berhad, Toyochem
Corporation Berhad, Disccomp Berhad, MESB Berhad, PECD Berhad, Datascan Berhad, MIDF Amanah Investment Bank
Berhad (formerly known as Utama Merchant Bank Berhad), Imaspro Corporation Berhad, Opensys (M) Berhad and several
private companies. Mr Tai is a member of both the Audit Compliance Committee and the Remuneration and Nomination
Committee of the Board.




                                                            7
Amanah Millenia Fund Berhad (370927-A)




                                         CORPORATE INFORMATION continued

Encik Mohd. Najib bin Hj. Abdullah, aged 46, a Malaysian, was appointed as a Non-independent Non-executive Director
of AMFB on 21 November 2006. He holds a Bachelor of Science in Computer Science and Mathematics (Magna cum
Laude) and Masters in Business Administration from Northern Illinois University, United States of America. He had served as
the Management Accountant with Hewlett Packard Kuala Lumpur, Chief of Staff/Country Financial Controller with Citibank
N.A. and Head, Malaysian Business Group, Corporate and Investment Banking, Citibank Berhad. He also previously held
the position of Chief Executive Officer/Executive Director of Malaysian National Insurance Berhad. Currently he holds the
position of Group Managing Director of Malaysian Industrial Development Finance Berhad (“MIDF”). He also sits on the
Board of several companies within the MIDF Group including MIDF Amanah Investment Bank Berhad (formerly known
as Utama Merchant Bank Berhad), MIDF Amanah Asset Management Berhad (formerly known as Amanah SSCM Asset
Management Berhad), MIDF Property Berhad (formerly known as Malaysian Industrial Estates Berhad) and MIDF Amanah
Capital Berhad (formerly known as Amanah Capital Partners Berhad).



OTHER RELEVANT CORPORATE INFORMATION

•   All of the directors do not have a family relationship with any director and/or major shareholder of AMFB nor any
    personal interest in any business arrangement involving the Company except that Encik Mohd. Najib bin Hj. Abdullah
    is a Non-executive Non-independent director of the Investment Manager, MIDF Amanah Asset Management Berhad
    (formerly known as Amanah SSCM Asset Management Berhad).

•   All of the directors have had no convictions for any offences within the past ten (10) years.

•   None of the directors of the Company hold an executive position.

•   The Company did not buy back its own shares during the financial year ended 31 December 2006.

•   The Company does not sponsor the American Depository Receipt or the Global Depository Receipt programme.

•   There are no sanctions and/or penalties imposed on the Company, directors or management by the relevant regulatory
    bodies during the financial year and up to the date of this report.

•   The Company does not own any landed property.

•   There were no material contracts subsisting at the end of the financial year involving the interest of the Company’s
    Directors or major shareholders except for the Management Agreement entered with the Investment Manager which
    has been extended from 3 February 2007 up to the date of the Annual General Meeting of the Company to be held in
    2007.




                                                              8
                                                                                          Amanah Millenia Fund Berhad (370927-A)




                            STATEMENT OF CORPORATE GOVERNANCE

THE CODE

The Board of AMFB is committed to ensuring that the highest standards of corporate governance are practised as a
fundamental part of discharging its responsibilities to protect and enhance shareholders’ value and the financial performance
of the closed-end fund (“the Fund”).

The Board supports the recommendations of the Malaysian Code of Corporate Governance (“the Code”). The management
of the Fund is outsourced to an investment manager, MIDF Amanah Asset Management Berhad (formerly known as
Amanah SSCM Asset Management Berhad) (“MIDF Asset” or “the Investment Manager”), which is a subsidiary of Malaysian
Industrial Development Finance Berhad (“MIDF”), while the internal audit, compliance and risk management functions are
outsourced to MIDF. The Board believes that it has complied throughout the financial year with the best practices as set out
in the Code and has confidence in the performance of the functions outsourced to MIDF and its subsidiary.


BOARD OF DIRECTORS

Board’s Principal Responsibilities

The Board has full responsibility for the determination of the Company’s investment policies and has overall responsibilities
for the Company’s activities.

All matters relating to the company are reserved for the decision of the Board.

A total of 4 Board meetings were held during the financial year ended 31 December 2006. Details of the attendance of each
Director is as shown below:

 Name                                                                                    No. of meetings attended

 Tan Sri Dato’ Abdul Khalid bin Ibrahim                                                           4 out of 4
 Datuk Khalid bin Abdul Karim                                                                     4 out of 4
 Encik Lee Siew Choong                                                                            3 out of 4
 Encik Tai Keat Chai                                                                              4 out of 4
 Dato’ Mohd. Sallehuddin bin Othman (resigned on 01.05.2006)                                      1 out of 4
 Puan Zaiton binti Mohd. Hassan, (resigned on 17.01.2007)                                         3 out of 4
 Encik Mohd. Najib bin Hj. Abdullah (appointed with effect from 21.11.2006)                          Nil


Board Balance

As at the date of this Annual Report, the Board comprises five (5) members, all of whom are Non-executive Directors, of
the five Directors, four are independent which is in compliance with the requirement of Bursa Securities whereby one-third
of the Board must be independent directors. Together, the Directors have a wide range of legal, business, financial and
technical skills and experience relevant to the successful management of the Company.

However the day to day operations of the Company’s business is outsourced to MIDF Asset, therefore the Company does
not employ any staff. Hence, the issue of division of responsibilities between the Chairman and an Executive Director does
not arise.

The presence of Independent Non-executive Directors fulfils a pivotal role in corporate accountability. Although all the
Directors have equal responsibilities for the Company’s operations, the role of these Independent Non-executive Directors
is particularly important as they provide unbiased and independent views, advice and judgement for the interest of
shareholders.

The Board has elected Datuk Khalid bin Abdul Karim, a senior Independent Non-executive Director, to whom concerns
may be conveyed.



                                                             9
Amanah Millenia Fund Berhad (370927-A)




                          STATEMENT OF CORPORATE GOVERNANCE continued

Supply of Information

The Directors have full and unrestricted access to all information pertaining to the Company’s business and affairs, whether
as a full Board or in their individual capacity, to enable them to discharge their duties. All Directors are provided with notices
of the Board meetings and Board papers for each agenda item in advance of each Board meeting. These are issued in
sufficient time to enable the Directors to obtain further explanations, where necessary, in order to be properly briefed before
the meeting. Minutes of meetings are maintained.

Access to Advice

The Board has in place a procedure for the Directors, whether as a full Board or in their individual capacity, to take
independent professional advice where necessary, in furtherance of their duties, at the Company’s expense.

All Directors have access to the advice and services of the Company Secretary, Internal Auditors and Compliance Officer
in carrying out their duties.

Appointments to the Board

The Remuneration & Nomination Committee (“RNC”) recommends the appointment of new Directors to the Board. The
Board makes decisions on all appointments after considering the recommendations of RNC. There is a familiarisation
programme for new Board members to facilitate their understanding of the Company’s business.

Re-election of the Directors

In accordance with the Company’s Articles of Association, all directors shall retire from office at least once in every three
years but shall be eligible for re-election. Directors who are appointed by the Board either to fill a vacancy or as an addition
to the existing Board are subject to re-election by the shareholders at the next Annual General Meeting (“AGM”) following
their appointments.

Details of Directors seeking for re-election at the forthcoming AGM are disclosed in the Statement Accompanying the
Notice of AGM as set out on pages 4 and 5 of this Annual Report.

Directors’ Remuneration

All Directors are only provided with Directors’ fees. The aggregate annual fees payable to the Directors are approved by
the shareholders at the AGM, based on the recommendation of the Board. The determination of the fees of each Director
is decided by the Board as a whole as authorised by the shareholders of the Company. The Company also reimburses
reasonable expenses incurred by the Directors, in the course of carrying out their duties as Directors. Details of the
Directors Remuneration are presented on page 32 of this Annual Report.

Directors’ Training

All Directors have attended the Mandatory Accreditation Programme as required by the Listing Requirement of Bursa
Securities. Accredited programmes under the Continuing Education Programme (“CEP”) conducted by various course
leaders were also attended to by the Directors and they have all met the prescribed CEP requirements set by Bursa
Securities.

As a measure to continually update themselves on new developments in the business environment and effectively discharge
their directorship duties, the Directors have attended courses organized by professional bodies of which they are members
or involved themselves in business related academic discourses or specific directors training program organized by private
bodies.




                                                               10
                                                                                          Amanah Millenia Fund Berhad (370927-A)




                       STATEMENT OF CORPORATE GOVERNANCE continued

For the financial year ended 31 December 2006 the directors individually attended the following training or further education
program or business related academic discourse : -

                Director                         Title of Seminar/Workshops/Courses               Mode of         No. of
                                                                                                  Training      Hours/Days
                                                                                                                  Spent
Tan Sri Dato’ Abdul Khalid bin Ibrahim     International symposium on WTO and                   Speaker          2 days
                                           Globalization, 3rd and 4th December 2006,            and
                                           Tehran, Iran                                         Participant

Datuk Khalid bin Abdul Karim               Improving Board of Directors’ Performance,           Seminar          ½ day
                                           Leadership & Governance

                                           Tax Audits and Investigations / Directors Duties     Seminar          ½ day
                                           and Responsibilities

Encik Lee Siew Choong                      Corporate Social Responsibility                      Seminar          ½ day

Encik Tai Keat Chai                        Financial Reporting Standards                        Seminar          ½ day

                                           Recent Development in Malaysian Financial                             1 day
                                           Reporting Standards

Dato’ Mohd. Sallehuddin bin Othman         Nil
(resigned on 01.05.2006)

Puan Zaiton binti Mohd. Hassan             Real Estate Investment Trust the Next                Seminar          1 day
(resigned on 17.01.2007)                   Investment Wave?

                                           An Overview of Asian Stock Markets and Trends        Seminar          1 day

Encik Mohd. Najib bin Hj. Abdullah         Improving Board of Directors’ Performance,           Seminar          ½ day
(appointed with effect from 21.11.2006)    Leadership & Governance

                                           Tax Audits and Investigations / Directors Duties     Seminar          ½ day
                                           and Responsibilities


THE BOARD COMMITTEES

The following Board Committees have been established to assist the Board in the execution of its responsibilities. The
Committees listed below do not have executive powers but report to the Board on all matters considered and their
recommendations thereon. The terms of reference of each Committee have been approved by the Board and where
applicable, comply with the recommendations of the Code.

a.     Audit Compliance Committee

       The terms of reference of the Audit Compliance Committee (“ACC”), composition of its membership and other
       pertinent information about the ACC and its activities are highlighted in the ACC Report as presented on pages 14
       to 15 of this Annual Report.

b.     Remuneration & Nomination Committee

       The RNC is responsible for developing the Company’s remuneration policy, specifically the fees to be paid to
       each Director for his services as a member of the Board and Committee of the Board. The RNC has also been
       commissioned with identifying and recommending new nominees to the Board as well as the Committees of the
       Board. Further, the RNC assists the Board in reviewing annually its size, required mix of skills and experience and
       other qualities, including core competencies which Non-executive Directors should bring to the Board as well as
       self-assessment of the Board’s effectiveness.

                                                            11
Amanah Millenia Fund Berhad (370927-A)




                          STATEMENT OF CORPORATE GOVERNANCE continued

        The members of the RNC, all of whom are Independent Non-executive Directors, and their attendance at the
        meetings held during the financial year ended 31 December 2006 are as follows:

         Name                                                                   No. of meetings attended

         Datuk Khalid bin Abdul Karim                                                    1 out of 1
         Encik Lee Siew Chong                                                            1 out of 1
         Encik Tai Keat Chai                                                             1 out of 1



INVESTOR RELATIONS AND SHAREHOLDER COMMUNICATION

The Board acknowledges the need for shareholders to be informed of all material issues affecting the Company. Towards
this end, the Company adheres strictly to the disclosure requirements of Bursa Securities and the Securities Commission.
The Company reaches out to its shareholders and investors through the distribution of its annual reports, quarterly results
announcements and various other disclosures and announcements made to Bursa Securities.

The AGM is the principal forum for dialogue between the Company and its shareholders. The AGM provides an opportunity
for shareholders to raise questions pertaining to the financial statements or activities of the Company.


ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board aims to present a balanced, clear and comprehensive assessment of the Company’s financial position and
prospects in the annual financial statements and quarterly announcements to shareholders, investors and regulatory
authorities.

Statement of Directors’ Responsibility for Preparing the Financial Statements

The Board is responsible to ensure that the annual financial statements of the Company are drawn up in accordance with
the requirements of the applicable approved accounting standards in Malaysia and the provisions of the Companies Act,
1965.

The Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 in relation to the preparation of the
financial statements is presented on page 29 of this Annual Report.

During the year under review, the Board has ensured that the financial statements have been prepared based on
accounting policies which have been consistently and properly applied, supported by reasonable and prudent judgements
and estimates in adherence to all applicable accounting standards. The Board has also ensured that accounting records
are accurate, within margins of reasonableness, which disclose the financial positions of the Company in a true and fair
manner.

Internal Control

Information on the Company’s internal control is presented on page 13 of this Annual Report under the Statement on
Internal Control.

Relationship with the Auditors

The ACC provides the framework for formal and transparent arrangements for maintaining the appropriate relationship with
the Company’s auditors. The terms of reference of the ACC as well as the activities carried out in performing its duties are
presented on pages 14 to 15 of this Annual Report.



                                                            12
                                                                                          Amanah Millenia Fund Berhad (370927-A)




                                  STATEMENT ON INTERNAL CONTROL

RESPONSIBILITIES

The Board has overall responsibility for the Company’s system of internal control and for reviewing its effectiveness. As a
closed-end fund, the Board’s main internal control responsibilities lie mainly in overseeing and reviewing the functions of
its Investment Manager and the custodian bank, OCBC Bank (Malaysia) Berhad. Towards achieving these, the Board has
outsourced the internal audit and compliance functions of the Company to MIDF, and throughout the year in question the
Board has satisfied itself that MIDF has fully and satisfactorily carried out their duties.

CONTROL ENVIRONMENT

The Investment Manager is responsible for managing the investments of the Fund and for keeping books and records
relating to the Fund’s portfolio. On the other hand, the custodian bank maintains custody of the Fund’s investments and
handles all matters relating to the registration of securities held by the Fund as stipulated in the Custodian Agreement.

The Board recognises that all areas of the Company’s business activities involve some degree of risk and is committed
to ensuring that an effective risk management process is put in place to manage these risks. A significant portion of
the Company’s risks are managed by the Investment Manager on an ongoing basis in its day-to-day fund management
function. In addition, during the year, the Internal Audit Unit of MIDF had performed an assessment on the key risks related
to the Fund’s investment management and operating activities. Results of the risk assessment together with the proposed
enhancements were presented to the Board.

There is an adequate system for information reporting to the Board. The Investment Manager provides the Board with
a monthly portfolio valuation report and a quarterly fund manager’s report on the performance of the Fund. Quarterly
and annual financial statements are checked by the Designated Compliance Officer, reviewed by the Audit Compliance
Committee and approved by the Board prior to submission to Bursa Securities and release to shareholders.

The custodian bank provides the Investment Manager daily cash statements and stocks holding statements as at month
end. The Investment Manager performs daily and monthly reconciliations on the cash positions and stock holdings using
the reports provided. These reconciliations are checked by the Designated Compliance Officer.

MONITORING AND REVIEWING ACTIVITIES

Clear processes for monitoring the system of internal control and for reporting any significant control failings or weaknesses
together with details of corrective action have been established. Salient processes that have been established to monitor
the adequacy and integrity of the system of internal control are:

•   The ACC reviews the effectiveness of the system of internal control during the year under review and reports their views
    to the Board.
•   The Internal Audit Unit of MIDF assists ACC in the review and provides assurance to the Board on the effectiveness
    of the system of internal control of the external providers with regard to managing the Company’s fund management,
    operational and compliance activities.
•   The Compliance Unit of MIDF performs daily reviews on the fund management activities for adherence to regulatory
    requirements as well as its internal policies and procedures.
•   Both of these units of MIDF, which are independent of the management of MIDF and the Investment Manager, report
    directly to the ACC.
•   Reports from the external auditors Ernst & Young, on certain internal controls and relevant financial reporting matters
    are presented to the ACC.
•   At least once a year, the ACC meets the auditors without the presence of the Investment Manager.

EFFECTIVENESS OF INTERNAL CONTROL

The Board believes that the current system of internal control provides a reasonable but not absolute assurance that
weaknesses or deficiencies are identified on a timely basis and dealt with appropriately.

The Board confirmed that they have reviewed the effectiveness of the system of internal control of the Fund through the
monitoring process set out above and are not aware of any significant weakness or deficiency in the system of internal
control for the year under review and to the date of approval of the annual report and financial statements.




                                                             13
Amanah Millenia Fund Berhad (370927-A)




                                 AUDIT COMPLIANCE COMMITTEE REPORT

The Audit Committee was established on 22 January 1997. The Audit Committee changed its name to Audit Compliance
Committee (“ACC”) on 24 May 2000.

MEMBERS AND MEETINGS

The members of the ACC, all of whom are Independent Non-executive Directors, and their attendance during the year
ended 31 December 2006, are as follows:

         Name                                                              No. of meetings attended

 Datuk Khalid bin Abdul Karim (Chairman)                                            5 out of 5
 Encik Lee Siew Chong                                                               4 out of 5
 Encik Tai Keat Chai                                                                5 out of 5


SIZE AND COMPOSITION

The ACC is appointed by the Board from amongst their number and shall consist of not less than three members, a
majority of whom shall be independent directors and at least one of whom shall be a member of the Malaysian Institute of
Accountants or one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967.
The composition of the ACC is in accordance with the Listing Requirements issued by the Bursa Securities. The Chairman
of the ACC shall be an Independent Non-executive Director appointed by the Board.

FREQUENCY AND ATTENDANCE

The ACC shall meet regularly, and at the very least, not less than four times a year. In order to form a quorum at any ACC
Meeting, at least two members are present, the majority of whom must be independent. The ACC may invite any person to
be in attendance to assist in its deliberations.

The Chairman shall report on each meeting to the Board. The Secretary to the ACC shall be the Company Secretary.

AUTHORITY

The ACC is authorised by the Board to review any activity within its terms of reference, the resources with which it needs
to do so, and shall allow unrestricted access to all information and documents relevant to its activities, to both the internal
and external auditors and compliance officers of the Company. As authorised by the Board and if necessary, the ACC may
obtain external professional advice, in furtherance of its duties.

TERMS OF REFERENCE

The ACC is responsible for the following functions:-

i)      To consider the appointment of the external auditors, the audit fee and any question of resignation or dismissal of
        the auditors;

ii)     To discuss with the external auditors before the audit commences, the nature and scope of the audit and ensure
        co-ordination where more than one audit firm is involved;

iii)    To review the quarterly and annual financial statements before submission to the Board;

iv)     To discuss problems and reservations arising from the interim and final audits, and any matters the auditors may
        wish to discuss;

v)      To review the internal audit and compliance programmes, consider the major findings raised by internal audit and
        compliance investigations and ensure co-ordination between the internal auditors, compliance officers and external
        auditors;

                                                              14
                                                                                          Amanah Millenia Fund Berhad (370927-A)




                         AUDIT COMPLIANCE COMMITTEE REPORT continued

vi)     To monitor any exception reports relating to the internal control systems of the Company’s service providers and in
        particular review the external auditors’ management letter;

vii)    To ensure that the internal auditors and compliance officers are provided with an independent reporting channel in
        the Company;

viii)   To ensure that the internal auditors and compliance officers perform an effective, efficient and independent audit by
        determining their scope and monitoring their performance thereon;

ix)     To ensure that the external auditors perform an effective, efficient and independent audit complementing their work
        with those of the internal auditors and compliance officers and monitoring their performance;

x)      To make recommendations on the Audit and Compliance Reports issued by MIDF Group Control Assurance
        Services to the Board;

xi)     To monitor the implementation of recommendations of the external auditors, internal auditors and compliance officers
        and ensure corrective measures are taken within the agreed deadlines without undue delay in their implementation;
        and

xii)    To review any related party transaction and conflict of interest situation that may arise within the Company.

ACTIVITIES OF THE ACC DURING THE YEAR

The ACC met at scheduled times, with due notices of meetings issued, and with agendas planned and itemised so that any
issues raised were deliberated and discussed in a focused and detailed manner.

During the year, the ACC carried out the following activities:

i)      Reviewed the audit plan and strategy of the external auditors prior to commencement of the annual audit as well as
        updates of new developments on accounting standards issued by the Malaysian Accounting Standards Board.

ii)     Reviewed with the external auditors, the annual audited financial results prior to submission to the Board for its
        approval.

iii)    Reviewed the Company’s quarterly and annual financial statements to ensure that the financial reporting and
        disclosure requirements of relevant authorities had been complied with before they were tabled and approved by
        the Board.

iv)     Reviewed the annual Internal Audit and Compliance Plans to ensure adequate scope and coverage over the
        activities of the Company, prior to approval by the Board.

v)      Reviewed Internal Audit and Compliance reports, which outlined the audit and compliance findings, recommendations
        and remedial actions taken thereof.

The minutes of the ACC meetings are formally tabled to the Board for notation and action, if necessary.

INTERNAL AUDIT AND COMPLIANCE FUNCTIONS

The Company has, as stated earlier, outsourced to MIDF the internal audit and compliance functions. MIDF is an
independent party that performs audit and compliance assignments with impartiality, proficiency and due professional
care. MIDF reviews compliance with internal policies and relevant external rules and regulations. MIDF regularly provides
audit assurance on areas of review with audit findings to the Board through the ACC.




                                                             15
Amanah Millenia Fund Berhad (370927-A)




                                             SUMMARY OF RESULTS

                                                                31 Dec 2006           31 Dec 2005            % Change
    Assets
    Net Asset Value1 (“NAV”) (RM)                               545,107,806           492,325,756
    Undiluted NAV per ordinary share (sen)                         1.090                 0.985                  10.7



    FBM Emas Index                                                 7,169.59             5,737.45                24.9

    Share and Warrant Prices
    Share price (sen)                                                86.0                 77.0                 11.69
    Discount of share price to NAV per share (%)                     21.1                 21.4
    Warrant price (sen)                                              N/A                   0.5
    Package price2 (sen)                                             N/A                  77.0
1
      Includes unrealised investment gains.
2
      The effective market price, including warrants, for initial shareholders who purchased shares with warrants attached (on
      a 1 for 5 basis) at launch.

                                                        Asset Allocation
                          31 December 2006                                           31 December 2005




                                                     M'sia
                                                     65%�                                                         M’sia
         S'pore                                                                                                    64%
          12%�
                                                                    S'pore
                                                                     13%
      HK SAR
          1%�
                                                                     HK SAR
                                                                       1%�
              Cash�
                22%                                                                 Cash
                                                                                     22%




                                                              16
                                                                                            Amanah Millenia Fund Berhad (370927-A)




                                           CHAIRMAN’S STATEMENT

On the whole, 2006 was a good year for equity investors. Most Asian stock markets, including Malaysia’s, registered
creditable returns for the year. The Kuala Lumpur Composite Index gained 21.8%. While markets in general were
encouraged by easing crude oil price that translated to moderating inflationary pressures and in turn a stable interest rate
environment, the Malaysian equity market was further boosted by, inter alia, the appreciating Ringgit, the rollout of projects
under the Ninth Malaysia Plan and a pick-up in corporate restructuring and merger & acquisition activities.

After two interest rate increases totalling 50 basis points in the earlier part of 2006, Malaysia’s Overnight Policy Rate (OPR)
was maintained at 3.50% for the rest of the year. This pattern was similar to that of the US Federal Funds rate, which
has remained at 5.25% since June 2006 after a series of rate hikes. Meanwhile, the Ringgit strengthened by about 7%,
from RM3.7790 per US dollar at the beginning of 2006 to RM3.5280 per US dollar at year-end. The Malaysian economy
also performed well in 2006, registering growth of 5.7% in the final quarter of 2006 after an expansion of 5.8% in the third
quarter. The expansion was attributed mainly to the sturdy growth of the services and agriculture sectors.

During the year under review, the Kuala Lumpur Stock Exchange Main Board All-Share Index (“KL EMAS”) was discontinued
and replaced by the FTSE Bursa Malaysia EMAS Index (“FBM EMAS”), one of six indices launched under the FTSE-Bursa
Malaysia collaboration in June 2006. Consequently, the Board of Directors of Amanah Millenia Fund Berhad (“AMFB” or
“the Fund”) agreed to change the performance benchmark for the Fund from the KL EMAS to the FBM EMAS.

In 2006, the Net Asset Value (“NAV”) of AMFB rose by 10.7% (ex 4% dividend), which was lower than the gain on the
FBM EMAS of 24.9%. From inception to the end of 2006, the Fund’s NAV had increased by 9.0%, thus outperforming
the 18.0% decline on the FBM EMAS. Significant gains on stocks in certain sectors in which the Fund was not or under-
weighted contributed to the shortfall relative to the FBM EMAS in 2006. Nevertheless, the strong stock market performance
and improved trading liquidity in general allowed the Investment Manager to further restructure the Fund, particularly in
disposing of several small-cap counters that have experienced unfavourable changes in their operating environment. In
addition, the Fund benefited from the mandate change in 2005 that has enabled the Investment Manager to invest in all
stocks irrespective of their market capitalisation, as the large-cap stocks as a group performed especially well in 2006.

The year 2007 marks the ten-year anniversary of AMFB and with it the requirement for shareholders to vote on the
continuation of the Fund at this year’s Annual General Meeting (“AGM”), as stipulated in the Fund’s Memorandum and
Articles of Association. A Circular to Shareholders in respect of this item in the Agenda of the upcoming AGM will be
despatched to the shareholders in due course.

At this year’s AGM, the Board of Directors of AMFB will also be recommending the payment of a tax-exempt dividend of
4.5% per ordinary share for the 2006 financial year for shareholders’ approval. The proposed dividend rate is higher than
the 4.0% tax-exempt payout for the 2005 financial year, reflecting the better financial performance of the Fund as well as
to reward the shareholders.

Last but not least, I would like to express my appreciation to you, the shareholders, for your continuing support of and
confidence in AMFB. Please be assured that the Board of Directors will continue to perform our duties with your best
interest in mind.




Tan Sri Dato’ Abdul Khalid Ibrahim
Chairman




                                                              17
Amanah Millenia Fund Berhad (370927-A)




                                         INVESTMENT MANAGER’S REVIEW

STOCKMARKET REVIEW

Developments since our 3rd Quarter report include the following :

•       The local stock market continued its uptrend, which started in mid June, throughout Q4. The KLCI gained 13.3% in
        Q4 and closed the year at 1096.24, a level last seen before the Asian financial crisis in 1997.

•       The positive market was partly attributed to stabilizing interest rates in major economies and falling oil price to
        around US$60 per barrel, which in turn eased pressure on global inflation. The buying spree was mainly led by
        foreign funds wanting to capitalize on regional growth while speculating on the appreciation of the Ringgit against
        a softening US dollar. Among the local catalysts were the rollout of 9MP projects and the launch of the Iskandar
        Development Region (IDR), escalating CPO prices arising from the bio-diesel euphoria, and mergers and acquisition
        exercises in banking, plantation and automobile sectors.

•       The IDR will require RM47bn worth of investments to generate its economic growth between 2006 and 2010.
        Another RM335bn will be required for the period between 2011 and 2025. At least RM10bn has been committed by
        foreign investors besides a substantial sum expected from local parties.

•       According to Bursa Malaysia’s CEO, the bulk of the recent share purchases on Bursa were from foreigners. He
        said the current upside momentum on Bursa is expected to continue into 2007, with trading velocity likely to hit 40%
        against the estimated 30% in 2006 on rising investor interest. He also expects the average daily trading volume for
        2007 to hit 1.2bn, about 50% more than the current figure.

•       Stockbrokers have expressed the view that steep transaction fees for regulated short selling (RSS) and stock
        borrowing and lending (SBL), between 4% and 4.5% to borrow shares, may dampen demand for these facilities.
        Meanwhile, Bursa Malaysia had delayed the re-introduction of short-selling to January 2007, having missed its
        original end-September deadline, citing technical problems.

•       The government has further relaxed rules for foreign ownership of property by removing restrictions on the purchase
        and usage of properties priced at more than RM250,000.

•       The government has approved the sale of cement at RM218 a metric ton (from RM198 a ton), a 10% hike from the
        limit set in 1995.

•       MIER has painted a gloomy outlook for the automotive industry as stricter credit conditions, lower second-hand car
        prices and higher cost of living continue to dampen the appetite for new purchases.

•       The new water tariff for Selangor, Kuala Lumpur and Putrajaya came into force involving an increase of between
        13.7% and 17.5% for domestic consumption and between 15% and 18.8% for commercial use.

•       Toll rates at five highways in and around the Klang Valley will be raised by between 30 sen and RM1, starting 1
        January 07. The five highways involved are Lebuhraya Damansara-Puchong (LDP), Lebuhraya Shah Alam (SAE),
        Lebuhraya Cheras-Kajang, Lebuhraya KL-Karak and Guthrie Corridor Expressway (GCE).

•       Corporate highlights include:

        •       Malakoff’s 700MW unit of Tanjung Bin 2,100MW coal-fired power plant in Johor started operations on 28
                September, with identical second and third units of the power plant scheduled to begin commercial operations
                on 28 February and 31 August 2007 respectively.

        •       Petronas has clinched a US$25bn (RM92bn) deal to sell LNG to China, exporting 3.03m tonnes of LNG p.a.
                for 25 years starting 2009. The agreement with Shanghai LNG, a JV between CNOOC and another Chinese
                company, was signed in July and would now be implemented. The LNG would be exported from Bintulu to
                Shanghai.



                                                             18
                                                                                Amanah Millenia Fund Berhad (370927-A)




                    INVESTMENT MANAGER’S REVIEW continued

•   The founder and executive vice chairman of Road Builder, Tan Sri Chua Hock Chin, disposed of 68m shares
    (13% stake) in several off-market transactions at RM3 apiece. Meanwhile, IJM Corp has proposed to take
    Road Builder private via a 1-for-2 share swap, after taking over all of the latter’s assets and liabilities for
    RM1.56bn to be financed by RULS. The deal will make IJM a leading construction and property group with
    high recurring income from Road Builder’s ports, toll roads and property projects. IJM’s market cap will swell
    to about RM4.4bn, making it the 2nd largest construction company in Malaysia.

•   Under a study carried out on 17 sectors, MAS fares to several overseas sectors were found not competitive.
    Its fares were high in 12 of the sectors including China and India while fares to several destinations in the
    Gulf states were not competitive against Emirates and Qatar Airways. MAS reiterated, however, that its fares
    are competitive, as airline pricing was very sophisticated. On average, MAS has 18 fare categories with
    different levels and conditions, taking into consideration about 60 different points of sales.

•   MAS may revise its RM50m net profit target for 2007 upwards, given the airline’s good restructuring progress.
    MAS had hedged 75% of its 2006 fuel needs at US$57 per barrel, and 40% of its 2007 needs.

•   Puncak Niaga plans to reward shareholders with a cash payout in the range of RM1 and RM1.25 per share,
    which translates to a total payout of between RM470m and RM587m. Although the payment will exhaust
    slightly more than 58% of Puncak’s cash, the water concessionaire is likely to recoup the money via the
    conversion of its warrants which expire in November at a strike price of RM2.62. Full conversion of the
    warrants will bring capital inflow of as much as RM260m for the company. Puncak is also awaiting a bumper
    cash payment from the Government on a 15% automatic payment which was supposed to kick off in January
    this year. The total compensation will likely be in the range of RM150m.

•   MMC Corp has won a RM109.5bn deal to build Saudi Arabia’s Jizan Economic City (JEC). MMC, along with
    the Saudi’s Binladin Group, will build, among others, a port, an aluminium smelter, a steel-processing plant,
    an oil refinery, a copper-processing plant and areas to accommodate fishery and agro-based activities. JEC
    will be the fourth economic region to be launched after the economic cities of King Abdullah, Prince Abdul
    Aziz bin Mousaed and Madinah.

•   MMC Corp announced that a consortium that includes its subsidiary has been issued an LOA from Malaysian
    Refining Company Sdn Bhd to undertake the engineering, procurement, construction and commissioning of
    crude storage tanks for the Petronas refinery phase 2 in Malacca. The total contract period is anticipated to
    be 26 months. The total project cost is estimated to be RM133m.

•   Three of the country’s largest plantation companies are to merge to create the world’s largest publicly traded
    plantation company. The three – Sime Darby, Golden Hope Plantations and Kumpulan Guthrie – along with
    six other public listed companies – Sime Engineering, Sime UEP, Guthrie Ropel, Highlands and Lowlands,
    Negara Properties and Mentakab Rubber – will also undertake a merger that would likely create the fourth
    biggest company on Bursa Malaysia. The nine companies controlled by the Permodalan Nasional Bhd
    (PNB) group had requested for a suspension of trading after being approached by Synergy Drive Sdn Bhd.
    Subsequently, the three groups of companies have accepted the merger offer by Synergy Drive.

•   Wilmar’s US$4.3bn proposed takeover of the Malaysian agribusinesses of tycoon Robert Kuok will further
    consolidate the global palm oil industry. This will give international investors yet another behemoth option in
    an industry that has emerged from its sunset years because of palm oil’s potential as an alternative fuel.

•   Tenaga Nasional (TNB) will need time to complete repairs and restore electricity supply to all flood-affected
    areas. A total of 788 substations, mostly in Johor, were affected, the worst experienced by TNB over the last
    30 years.

•   NSTP has suspended takeover talks with smaller rival Utusan Melayu, partly because of political concerns.
    The two publishers have slightly different editorial viewpoints, with Utusan Melayu controlled by the main
    ruling party and more closely aligned with Malay and Islamic agendas than the more mainstream New Straits
    Times Press.


                                                  19
Amanah Millenia Fund Berhad (370927-A)




                                  INVESTMENT MANAGER’S REVIEW continued

        •       MISC’s wholly-owned AET Inc. Ltd has confirmed its order of four 107,500 DWT Aframax tankers with
                Tsuneishi Corporation of Japan for US$260m. MISC is investing RM20bn over 5-6 years to increase its fleet
                size by an additional 23 energy and chemical tankers and a container ship. The tankers include seven LNG
                tankers, eight chemical tankers, and eight Aframaxclass and very large crude carriers (VLCCs). Purchase of
                the new ships will be financed through internal funds and some borrowings.

        •       MISC’s Malaysia Marine and Heavy Engineering (MMHE) is investing RM360m for the first phase of the
                expansion of its repair, refurbishment and fabrication yard at Pasir Gudang.

        •       Gamuda signed a tariff agreement with Electricity Generating Authority of Thailand (EGAT) on 18 December
                on the future purchase of hydroelectric power from the Nam Theun 1 (NT1) hydropower project in Laos.
                Gamuda would be the sole engineering, procurement and construction contractor for the project. It is the
                lead project sponsor of the US$700m project.

        •       UEM World has received a RM767m contract from the Government for the construction, completion, testing,
                commissioning and maintenance of the electrified double-track project between Rawang and Ipoh. The
                company has been undertaking the works for the project on an interim basis since its appointment by
                the Government. The 179km Rawang-Ipoh track forms part of the national railway firm Keretapi Tanah
                Melayu Bhd (KTMB)’s project to lay parallel lines from Padang Besar to Johor Baru. Upon completion of
                the Rawang-Ipoh track, which was designed for high-speed train, KTMB plans to extend the KTM Komuter
                service to Tanjung Malim and introduce the rapid inter-city train service from KL Sentral to Ipoh.

        •       Ranhill’s order book stands at RM9.4bn as at September 06 with more than 60% coming from overseas,
                having secured a US$413m deal to build 10,000 apartments in Tripoli, Libya. After much delay and cost
                overrun, its US$239m oilfield facility construction project in Sudan was completed.

        •       WCT Engineering has won a RM435m contract to build hostels, recreational facilities and faculties for the
                Universiti Teknologi Mara (UiTM) campus in Kuala Selangor. The work is due to be completed on 31 January
                2009.

        •       Measat-3 (M3) finally made its way into orbit and Astro will be able to get additional transponder capacity to
                expand its services by mid-07. Given the wider footprint and larger capacity of M3, which has 24 transponders
                each of Ku and C band, Measat would also be able to capture new markets in South Asia and West Asia.

        •       Maxis has paid the necessary prescribed entry fees to India’s Department of Telecommunications to operate
                in the remaining 14 circles in that country. Maxis said the 14 new circles along with its existing nine circles
                would enable Aircel and its subsidiaries to operate in all 23 circles of India.

        •       The Malaysian government has short-listed Volkswagen AG (VW) to be Proton Holdings’ strategic alliance
                partner. Sources said the deal will see VW taking a 51% stake in Proton’s manufacturing arm, although it
                will not affect its shareholding structure. VW is keen to take advantage of the Japan-Malaysia Economic
                Partnership Agreement that will see tariffs being immediately eliminated on CKD units, while for auto maker
                components and passenger cars of 2,000 cc or higher, the tariffs will be abolished by 2010. The partnership
                is seen as “win-win” for both parties, with VW providing a much needed boost to lift Proton sales and transfer
                of technology while itself being able to use Malaysia as a platform to penetrate the Japanese market.

        •       Genting International has won the bid for Singapore’s second integrated resort, seeing off rivals Kerzner
                International and Eighth Wonder. Genting’s bid included a tie-up with Universal Studios which will specially
                design for Singapore 16 of the 22 major attractions planned for the park.

        •       Genting plans to develop an Indonesian oil block after it found oil in two exploration wells. Last month’s tests
                showed one of the two wells in the North West Natuna block flowing oil at a rate of 525 bpd while the other
                had a flow rate of 1,210 bpd.




                                                               20
                                                                                      Amanah Millenia Fund Berhad (370927-A)




                           INVESTMENT MANAGER’S REVIEW continued

ECONOMIC REVIEW

•   Malaysia’s economy remained steady in Q3 2006 with real GDP growth of 5.8% y-o-y, compared to the revised
    growths of 5.9% and 6.2% in Q1 and Q2 respectively. The slower pace vs. Q2 was due to a smaller increase in
    domestic demand (from 7.4% to 6.0%) and fixed capital investment (7.6% to 4.5%). This was however mitigated by
    a pick-up in real export growth (from 4.9% to 10.5% vs. imports’ 7.7% to 7.4%) as well as better public consumption
    (from 7.2% to 8.3%). GDP growth by industry origins for the same periods is as follows: Agriculture (from 5.6%
    to 6.2%), Mining (remains at -1.2%), Manufacturing (from 8.4% to 7.1%), Construction (from -0.5% to 0.4%), and
    Services (from 6.6% to 6.5%).

•   Exports rose by 14.7% y-o-y in August and 11.4% in September but dropped by 3.4% in October, while imports
    increased 17.7% y-o-y in August and 7% in September but declined by 1.4% in October. Overall, in the months of
    August, September and October, trade surplus was RM29.3bn.

•   Industrial Production Index was up 5.0% y-o-y in August and 3.0% in September but fell 0.8% in October.
    Manufacturing production fell -0.6% in October (+5.1% in September) while electricity output also moderated to
    +2.3% (+4.2% in September). Mining output, on the other hand, fell by a smaller magnitude of -2.4% (-5.0% in
    September).

•   Total manufacturing sales expanded by 13.8% y-o-y in August before easing to +11.6% in September and +10.7%
    in October. This was underpinned by a substantial increase in approved domestic investments in petroleum and
    chemical products.

•   CPI was up 3.3% y-o-y in September, 3.1% in October and 3.0% in November. The general downtrend was attributed
    to slowdown in food and non-alcoholic beverages, transportation, clothing and footwear segments.

•   The foreign exchange reserves stood at US$79.5bn at end-September and increased to US$80.3bn by mid-
    December. The latest reserves position was sufficient to finance 8.2 months of retained imports and was 6 times
    the country’s short-term external debt.

•   The broader monetary aggregate M3 was up 7.9% y-o-y in September, 9.1% in October and 11.2% in November.
    This was largely due to increased government spending which was offset partially by a slowdown in demand for
    funds by the private sector.

•   Foreign direct investments (FDI) in Malaysia dipped to US$3.97bn (RM14.7bn) in 2005 from US$4.6bn (RM17.1bn)
    in 2004, according to figures released by the United Nations Conference on Trade and Development (UNCTAD)
    in its World Investment Report 2006. For the first time since 1990, Indonesia managed to overtake Malaysia in
    drawing FDI with an inflow of US$5.3bn (RM19.5bn) in 2005.

•   Malaysia’s overall balance of payments surged to a positive value of RM18.7bn in Q2 2006 (Q1: RM5.4bn). Current
    account surplus declined marginally to RM18.9bn (Q1: RM19.8bn) while net outflow of financial account reduced
    markedly to RM0.5bn (Q1: RM5.1bn), resulting in errors & omissions amounting to RM0.3bn (Q1: -RM9.3bn).

•   Bank Negara Malaysia (BNM) kept its Overnight Policy Rate (OPR) unchanged at 3.5%. According to the Governor,
    the decision was in relation to the current rate being appropriate for economic growth and that inflation is expected
    to continue easing going forward. She said inflation rate could trend below 3.0% in 2007 if current economic
    conditions prevail. BNM said easing oil prices and slowing growth worldwide will contain domestic inflation in the
    near future.

•   MIER upgraded its forecast for Malaysia’s economy to grow by 5.9% in 2006 and 5.2% in 2007 (previously 5.6% in
    2006 and 4.8% in 2007). It also said that BNM may cut interest rates in 2007 as inflation is expected to slow down
    and the economy to grow at a slower pace.

•   MIER said the ringgit will strengthen further against the US dollar well into 2007 as it catches up with regional
    currencies against the greenback in recent months. Although the ringgit has appreciated against the US dollar,
    regional currencies had appreciated even faster.


                                                         21
Amanah Millenia Fund Berhad (370927-A)




                                  INVESTMENT MANAGER’S REVIEW continued

INTERNATIONAL

•       In the US, the Q3 GDP grew +2.0% y-o-y (revised down from previous estimate of +2.2%) compared to +2.6% in
        Q2, +5.6% in Q1, and +1.7% in Q4 2005. The latest downward revision was dragged down by the biggest decline in
        home building in 15 years. Overall, the spill-over effects of the home construction decline to the rest of the economy
        have been limited and the economy is experiencing a soft landing rather than a recession.

•       Non-farm productivity growth slowed further to an annual rate of +0.2% in Q3 (revised down from +1.2% previously)
        from +1.2% (revised down) in Q2 and +3.7% (revised up) in Q1, while labour costs were also revised downward to
        an annual rate of 2.3% in Q3 (3.8% previously) compared to 2.4% in Q2 (revised down) and 2.5% in Q1.

•       Non-farm payroll improved substantially to +132,000 in November from +79,000 (revised up) in October and
        compared to +203,000 in September and +230,000 (revised up) in August, suggesting that manufacturing activities
        have moderated but remain the bright spot in the economy in line with the Fed’s expectations of a softening
        economy rather than a hard landing in 2007.

•       The unemployment rate increased slightly to 4.5% in November from 4.4% in October compared to 4.6% in
        September and 4.7% in August. Moving in tandem, initial jobless claims increased to 317,000 for the week ended
        23 December compared to 306,000 for the week ended 9 December.

•       The current account deficit widened further by 3.9% to USD225.5bn (revised up) in Q3 from USD217.1bn in Q2
        (revised down) and USD213.2bn in Q1 as the trade gap grew and the country paid more interest to overseas
        investors. However, stronger economies abroad and a weakening dollar have trimmed the trade deficit in recent
        months, raising the prospect that the current account gap may not deteriorate much more.

•       The trade deficit continued to ease for the second month and shrank by the most in almost 5 years to USD58.87bn
        in October, lowest since October 2005, from USD64.26bn (revised up) in September and compared to USD68.96bn
        (historical record high) in August, owing to a decline in import bills for petroleum and improvement in the services
        account surplus to USD6.2bn in October from USD6.0bn in September.

•       Consumer prices eased for the third month at the same rate of -0.5% m-o-m in November, October and September
        compared to a rise of +0.2% in August, pointing to an easing in inflationary pressures and potentially encouraging
        the Fed to keep interest rates steady or cut them by H2 2007.

•       Producer prices, however, rose +2.0% m-o-m in November, the most since November 1974, from -1.6% in October,
        -1.3% in September and +0.1 in August, led by a rebound in cost of food, energy and light trucks.

•       The Institute for Supply Management (ISM) monthly Purchasing Managers’ Manufacturing Index (PMI) unexpectedly
        declined to below 50 at 49.5 in November, first time in more than 3 years, from 51.2 in October, 52.9 in September
        and 54.5 in August, mainly due to a drop in home and auto manufacturing which translates into fewer orders for
        factories, leading to a slowdown in manufacturing activities.

•       The ISM of Non-Manufacturing activity, which comprises mainly services and covers 90% of the economy, rebounded
        for the second consecutive month to 58.9 in November from 57.1 in October and 52.9 in September as orders in
        services sector remained strong.

•       The National Association of Purchasing Management Index in Chicago-area, a closely watched index for clues
        to broader trends in the US manufacturing sector, also rebounded from the first contraction (index below 50) in
        more than 3 years of 49.9 in November to 52.4 in December, defying forecasts for a drop, and compared to 53.5
        in October and 62.1 in September (highest since July 2005), as sales of previously owned homes unexpectedly
        increased 0.6% in November. The Chicago survey follows other reports that still paint a mixed picture of strength
        in the US and supports the view that manufacturing continues to support the economy.

•       Industrial production grew for the second month by +0.2% m-o-m in November from +0.2% in October compared
        to -0.4% in September and -0.1% in August, reflecting a rebound in auto manufacturing. Capacity utilization rate
        continued to remain stable at 81.8% in both November and October compared to 82.0% in September and 82.5%
        (revised up) in August.


                                                              22
                                                                                         Amanah Millenia Fund Berhad (370927-A)




                            INVESTMENT MANAGER’S REVIEW continued

•   Construction spending continued to slow down for the second consecutive month and fell by the most in 5 years in
    October by -1.0% m-o-m from -0.8% in September after rising in August by +0.5% (revised up), led by a plunge in
    the home building sector.

•   New home sales declined in October by -3.2% m-o-m after an increase of +3.7% in September vs. -0.1% (revised
    down from +4.1%) in August and -9.9% in July, suggesting a sharper decline in home prices going forward is
    expected. As a result of the drop in sales, the supply of new homes for sales rose to 7.0 months of stock in October
    from 6.7 months of stock in September.

•   Personal spending (a gauge for inflation tracked by the Fed that monitors spending patterns and excludes energy
    and food) rose +0.5% m-o-m in November from +0.3% (revised up) in October compared to -0.2% in September
    and +0.1% in August as the weakening housing market continued to prompt American consumers to be more
    cautious in their spending patterns. Personal income also rose at the same rate in November as October of +0.3%
    m-o-m from +0.5% in September and August.

•   Retail sales rebounded in November at +1.0% m-o-m after slowing down in October at -0.1% and -0.6% in September
    from +0.1% (revised down) in August compared owing to improvement in consumer spending on electronic products,
    clothing, building materials, furniture, general merchandise and gasoline ahead of Christmas.

•   The Conference Board’s Consumer Confidence Index rebounded to 109.0 in December from 105.3 (revised up
    from 102.9) in November compared to 105.1 (revised up) in October and 105.9 (revised up) in September. On
    the other hand, the University of Michigan’s Index of Consumer Sentiment eased slightly to 91.7 (revised up) in
    December from 92.1 in November compared to 93.6 (highest since July 2005) in October and 85.4 in September.
    Nevertheless, both surveys suggest that the US economy is weathering the year-long housing slump considerably
    well.

•   The Fed maintained its Fed Funds rate unchanged at 5.25% at its latest FOMC meeting on 12 December 2006, the
    4th consecutive time since 8 August 2006, and forecast a moderate growth with eventual receding in core inflation
    for 2007. Unless there is a drastic change in economic outlook (either up or down) and/or persistent core inflationary
    pressure, the Fed will most likely start off on a mild easing cycle (50 basis points in total) by H2 2007. Historically,
    the Fed would tend to cut interest rates after the ISM PMI falls below the 50 level for a sustained period of 3 – 5
    months. As such, the latest ISM PMI registering 49.5 in November may call for close monitoring.

•   Outlook for US GDP in 2007 is for moderate growth. US government will continue to monitor the housing condition
    as it remains a key macro risk while potential escalation of energy prices and labour cost will be the catalyst for
    higher inflationary pressures. However, the continued decline in prices of commodities especially crude oil (currently
    US$55.59 per barrel for WTI compared to a peak of US$77.03 recorded in July 2006) should keep inflation in
    check.

•   Market consensus still expects US real GDP growth to slow down to an annualised rate of +3.2% (+3.5% previously)
    for 2006 and to 2.3% - 2.8% for 2007 (2.6% - 3.5% previously) with inflation easing from 3.1% - 3.4% (remains
    unchanged) in 2006 to 1.8% - 2.0% (2.2% - 2.4% previously) in 2007.

•   Market consensus continues to forecast for a weak US dollar to persist as the large US current account deficit
    continues to put downward pressure on the dollar. The dollar has declined in real, trade-weighted terms every year
    since 2002 despite relatively higher US interest rates.

•   The regional markets continue to register positive returns with the exception of Thailand which registered a -4.8%.
    Indonesia, Phillippines, and Hong Kong lead the pack with 55%, 42.3% and 34.2% gains respectively. The main
    reason for the spectacular performance is the confidence in their respective economy. The rest of the regional
    markets also registered positive performance with China’s Shanghai A and B index rising 130.6% and 109.8%
    respectively reversing its 2005 losses.




                                                          23
Amanah Millenia Fund Berhad (370927-A)




                                  INVESTMENT MANAGER’S REVIEW continued

                                                                FBMEMAS Index
                  10000



                   8000



                   6000



                   4000



                   2000



                      0
                      Apr-97   Mar-98     Jan-99    Dec-99   Oct-00    Sep-01   Jul-02   Jun-03     Apr-04    Mar-05   Feb-06    Dec-06



                  10000
INVESTMENT POLICY AND PERFORMANCE

For the Full Year 2006, the NAV of AMFB rose 10.7% (ex 4% dividend), while the FBMEMAS Index rose 24.9%.
                  8000


Since inception on 17 April 1997, the NAV of AMFB has increased by 9.0%, compared to the return on the FMBEMAS Index
                 6000
of –18.0% over the same period.

                   4000
                                              INVESTMENT PERFORMANCE SUMMARY
                   140


                    120                                               Full Year 2006                                    Since Inception
                   2000
 AMFB NAV           100
                                                                          10.7%                                                 9.0%
 FMBEMAS Index                                                            24.9%                                                 -18.0%
                       0
                     80
                      Apr-97   Mar-98     Jan-99    Dec-99   Oct-00    Sep-01   Jul-02   Jun-03     Apr-04    Mar-05   Feb-06    Dec-06
Note: Effective 23 June 2006, KLEMAS Index was discontinued and has been replaced by FTSE Bursa Malaysia Emas Index (FBMEMAS
Index).              60


                     40
Shown in the chart below are the movements of the Company’s NAV, its share price, and the benchmark FBMEMAS
Index.          20
                      Apr-97   Apr-98      Apr-99     May-00    May-01     May-02    May-03       May-04     Mar-05    Jan-06    Dec-06
                                                            FBMEMAS Index
                                        FBMEMAS Index    AMFB NAV per share (sen)
                                                               AMFB NAV (sen)                       AMFB Share Price (sen)
                                                          AMFB Share Price (sen)
                    140


                    120


                    100


                     80


                     60


                     40


                     20
                      Apr-97   Apr-98      Apr-99     May-00    May-01     May-02    May-03       May-04     Mar-05    Jan-06    Dec-06

                                        FBMEMAS Index                 AMFB NAV (sen)                 AMFB Share Price (sen)




                                                                           24
                                                                                                    Amanah Millenia Fund Berhad (370927-A)




                                  INVESTMENT MANAGER’S REVIEW continued

The table below shows the overall allocation of the Company’s assets on 31 December 2006 compared to that on 31
December 2005.
                                                  Asset Allocation

    ASSET CLASS                                                               31 December 2006                31 December 2005
                                                                                     %                               %
    Listed Equities (inc. of Warrants, TSRs, CULS, etc.)                                78.3*                           78.6
     Malaysia                                                                           65.1                            63.8
     Hong Kong                                                                            1.0                             1.3
     Singapore                                                                          12.2                            13.5


     Cash                                                                               21.7                            21.4


     Other Investment Vehicles                                                           0                               0
     Unlisted Companies                                                                  0                               0
     Derivatives (excl. Warrants, TSRs, CULS, etc.)                                      0                               0
     TOTAL                                                                             100.0                           100.0

*    The composition of the Equity Portfolio can be found in the last few pages of this Annual Report

INVESTMENT OUTLOOK & STRATEGY

•    Global interest rate environment is expected to be generally stable in 1st Half 2007 (“H1”) on easing inflationary
     pressures and moderate economic growth outlook.

•    For the Malaysian stock market, we expect the current liquidity-driven momentum to continue into H1 2007, with a
     strong bias towards large-cap and/or liquid counters, largely owing to the following market drivers:

     ■ Government spending under the 9MP will gear up economic activity and in turn corporate earnings (approaching
       the general election period is also a plus).
     ■ Continued positive news flows on corporate M&A and restructuring activities.
     ■ Relatively stronger Ringgit outlook vis-à-vis other currencies compared to 2006 may provide some support for
       Ringgit-based assets.
     ■ Conducive interest rate environment for growth – BNM expected to maintain OPR unchanged at 3.5% at least for
       H1 2007.

•    Risks to the market are mainly the following:

     ■ Share prices moving way ahead of the actual earnings the companies can deliver, especially when some analysts
       are justifying current prices based on earnings growth projections for 2008 and beyond.
     ■ Results of economic expansion programs falling short of market expectations.
     ■ Government’s focus on growing the economy being distracted by political or other issues.
     ■ Relatively large interest rate differential of 175 bps with the US widening further should US Fed decide to resume
       rate hike policy if there are renewed global inflationary pressures and/or BNM deciding to narrow the differential.
     ■ Worsening geo-political situations in various parts of the world.
     ■ Renewed and sustained upward spike in crude oil price.

•    In view of the expected “trading” nature of the market in H1, our primary stock selection strategy will continue to focus
     on earnings resilience and visibility as well as stock liquidity with preference for medium- and large-cap companies. We
     will also continue to lock in performance of stocks that are fully valued or have moved ahead of fundamentals. For the
     regional markets we are planning to reduce the Singapore and Hong Kong exposure.

MIDF Amanah Asset Management Berhad
April 2007

                                                                   25
Amanah Millenia Fund Berhad (370927-A)




                                              DIRECTORS’ REPORT

The directors have pleasure in presenting their report together with the audited financial statements of the Company for the
financial year ended 31 December 2006.

PRINCIPAL ACTIVITY

The Company is a closed end fund and the principal activity of the Company is to invest in a diversified portfolio of quoted
securities. There has been no significant change in the nature of this activity during the financial year.

The Company is managed by an investment manager, MIDF Amanah Asset Management Berhad, formerly known as
Amanah SSCM Asset Management Berhad (“the Investment Manager”), a subsidiary of Malaysian Industrial Development
Finance Berhad (“MIDF”). Both companies are incorporated in Malaysia. The principal activity of the Investment Manager
is the provision of fund management and investment advisory services.

RESULTS
                                                                                                                RM
Net profit for the year                                                                                      23,327,140

There were no material transfers to or from reserves or provisions during the financial year.

In the opinion of the directors, the results of the operations of the Company during the financial year were not substantially
affected by any item, transaction or event of a material and unusual nature.

DIVIDENDS

The amount of dividends paid by the Company since 31 December 2005 were as follows:
                                                                                                                RM
In respect of the financial year ended 31 December 2005
   and as reported in the directors’ report of that year:
First and final tax exempt dividend of 4 sen on 500,000,800
   ordinary shares, paid on 28 April 2006                                                                   20,000,032

At the forthcoming Annual General Meeting, a first and final dividend in respect of the financial year ended 31 December
2006 of 4.5% (tax exempt) on 500,010,500 ordinary shares, amounting to a total dividend of RM22,500,473 (4.5 sen per
share) will be proposed for shareholders’ approval. The financial statements for the current financial year do not reflect this
proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in the statement of changes in
equity as an appropriation of retained profits in the financial year ending 31 December 2007.

DIRECTORS

The names of the directors of the Company in office since the date of the last report and at the date of this report are:

Tan Sri Dato’ Abdul Khalid bin Ibrahim
Datuk Khalid bin Abdul Karim
Encik Lee Siew Choong
Encik Tai Keat Chai
Encik Mohd. Najib bin Hj. Abdullah (Appointed on 21 November 2006)
Dato’ Mohd. Sallehuddin bin Othman (Resigned on 1 May 2006)
Puan Zaiton binti Mohd. Hassan (Resigned on 17 January 2007)




                                                             26
                                                                                          Amanah Millenia Fund Berhad (370927-A)




                                         DIRECTORS’ REPORT continued

DIRECTORS’ BENEFITS

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the
Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures
of the Company or any other body corporate.

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than
benefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown in
the notes to the financial statements or the fixed salary of a full-time employee of the Company) by reason of a contract
made by the Company or a related corporation with any director or with a firm of which the director, is a member, or with a
company in which the director has a substantial financial interest.

DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in
shares in the Company during the financial year were as follows:

                                                                        Number of Ordinary Shares
                                                         1 January                                            31 December
                                                              2006           Acquired               Sold             2006
 Indirect

 Datuk Khalid bin Abdul Karim
 - Ordinary Shares of RM1 each                                2,000                   -                  -              2,000

None of the other directors in office at the end of the financial year had any interest in shares in the Company or its related
corporations during the financial year.

ISSUES OF SHARES

The shares issued by the Company during the financial year are as disclosed in Note 5 to the financial statements.

OTHER STATUTORY INFORMATION

(a)    Before the income statement and balance sheet of the Company were made out, the directors took reasonable
       steps:

       (i)    to ascertain that proper action had been taken in relation to the writing off of bad debts and the making
              of provision for doubtful debts and statisfied themselves that there were no known bad debts and that no
              provision for doubtful debts was necessary; and
       (ii)   to ensure that any current assets which were unlikely to realise their value as shown in the accounting records
              in the ordinary course of business had been written down to an amount which they might be expected so to
              realise.

(b)    At the date of this report, the directors are not aware of any circumstances which would render:

       (i)    it nesessary to write off any bad debts or to make any provision for doubtful debts in respect of the financial
              statements of the Company; and
       (ii)   the values attributed to current assets in the financial statements of the Company misleading.

(c)    At the date of this report, the directors are not aware of any circumstances which have arisen which would render
       adherence to the existing method of valuation of assets or liablities of the Company misleading or inappropriate.




                                                             27
Amanah Millenia Fund Berhad (370927-A)




                                           DIRECTORS’ REPORT continued

OTHER STATUTORY INFORMATION (CONT’D)

(d)     At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report
        or the financial statements of the Company which would render any amount stated in the financial statements
        misleading.

(e)     As at the date of this report, there does not exist:

        (i)     any charge on the assets of the Company which has arisen since the end of the financial year which secures
                the liabilities of any other person; or

        (ii)    any contingent liability of the Company which has arisen since the end of the financial year.

(f)     In the opinion of the directors:

        (i)     no contingent or other liability has become enforceable or is likely to become enforceable within the period of
                twelve months after the end of the financial year which will or may affect the ability of the Company to meet
                its obligations when they fall due; and

        (ii)    no item, transaction or event of a material and unusual nature has arisen in the interval between the end of
                the financial year and the date of this report which is likely to affect substantially the results of the operations
                of the Company for the financial year in which this report is made.

AUDITORS

The auditors, Ernst & Young, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the directors.




Tan Sri Dato’ Abdul Khalid bin Ibrahim                                                  Datuk Khalid bin Abdul Karim




Kuala Lumpur, Malaysia
14 March 2007




                                                                28
                                                                                                   Amanah Millenia Fund Berhad (370927-A)




                                          STATEMENT BY DIRECTORS
                                         Pursuant To Section 169(15) of the Companies Act, 1965

We, Tan Sri Dato’ Abdul Khalid bin Ibrahim and Datuk Khalid bin Abdul Karim, being two of the directors of Amanah Millenia
Fund Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages
32 to 44 are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable MASB Approved
Accounting Standards in Malaysia for Entities Other Than Private Entities so as to give a true and fair view of the financial
position of the Company as at 31 December 2006 and of the results and cash flows of the Company for the year then
ended.



Signed on behalf of the Board in accordance with a resolution of the directors.




Tan Sri Dato’ Abdul Khalid bin Ibrahim                                                       Datuk Khalid bin Abdul Karim


Kuala Lumpur, Malaysia
14 March 2007




                                                                  29
Amanah Millenia Fund Berhad (370927-A)




                                           STATUTORY DECLARATION
                                         Pursuant To Section 169(16) of the Companies Act, 1965

I, Zainal Izlan bin Zainal Abidin, being the director of MIDF Amanah Asset Management Berhad (formerly known as Amanah
SSCM Asset Management Berhad) primarily responsible for the financial management of Amanah Millenia Fund Berhad,
do solemnly and sincerely declare that the accompanying financial statements set out on pages 32 to 44 are in my opinion
correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of
the Statutory Declarations Act, 1960.



Subscribed and solemnly declared by
the abovenamed Zainal Izlan bin Zainal Abidin
at Kuala Lumpur in the Federal
Territory on 14 March 2007.                                                                 Zainal Izlan bin Zainal Abidin



Before me,




                                                                  30
                                                                                         Amanah Millenia Fund Berhad (370927-A)



                             REPORT OF THE AUDITORS
                  TO THE MEMBERS OF AMANAH MILLENIA FUND BERHAD
                                                  (Incorporated in Malaysia)


We have audited the financial statements set out on pages 32 to 44. These financial statements are the responsibility of
the Company’s directors.

It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our
opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not
assume responsibility to any other person for the content of this report.

We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion:

(a)    the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965
       and applicable MASB Approved Accounting Standards in Malaysia for Entities Other Than Private Entities so as to
       give a true and fair view of:

       (i)    the financial position of the Company as at 31 December 2006 and of the results and the cash flows of the
              Company for the year then ended; and

       (ii)   the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements;
              and

(b)    the accounting and other records and the registers required by the Act to be kept by the Company have been
       properly kept in accordance with the provisions of the Act.




Ernst & Young                                                                     Abdul Rauf Bin Rashid
AF: 0039                                                                          No. 2305/05/08(J)
Chartered Accountants                                                             Partner




Kuala Lumpur, Malaysia
14 March 2007




                                                             31
Amanah Millenia Fund Berhad (370927-A)




                                               INCOME STATEMENT
                                                for the year ended 31 December 2006


                                                                 Note                 2006             2005
                                                                                       RM               RM

 Operating income:

 Interest income                                                                       3,411,973       4,454,030
 Dividend income                                                                      13,143,405      16,029,324
 Realised (loss)/gain on sale of investments                                          (3,393,566)     31,660,420
 Write back of/(Provision for) diminution
   in value of investments                                                            20,224,878      (20,224,878)
                                                                                      33,386,690      31,918,896


 Expenses :

 Management fees                                                                       6,404,432       6,276,895
 Custodian expenses                                                                     153,820          142,654
 Auditors’ remuneration
 - statutory audit                                                                         9,000            9,000
 - other services                                                                          1,000            1,000
 Tax agent’s fee                                                                           4,000            3,950
 Professional fees                                                                       53,053          165,909
 Listing expenses                                                                          9,407          10,500
 Directors’ remuneration
 - fees                                                             8                    70,808           73,448
 - other emoluments                                                                        9,000          10,750
 Printing and stationery                                                                164,857          192,383
 Communications                                                                         171,551          138,103
 Realised foreign exchange (gain)/loss                                                   (88,961)         24,560
 Unrealised foreign exchange loss/(gain)                                                153,670         (147,676)
 Others                                                                                   79,111          59,443
                                                                                       7,194,748       6,960,919
 Profit before taxation                                                                26,191,942      24,957,977
 Taxation                                                           9                 (2,864,802)      (4,522,461)
 Net profit for the year                                                               23,327,140      20,435,516
 Earning per share (sen)                                            10                       4.7              4.1




                           The accompanying notes form an integral part of the financial statements.

                                                               32
                                                                                       Amanah Millenia Fund Berhad (370927-A)




                                               BALANCE SHEET
                                                 as at 31 December 2006


                                                                    Note        2006                         2005
                                                                                 RM                           RM
ASSETS
NON-CURRENT ASSETS
Investments                                                           3      379,460,702                 387,713,609


CURRENT ASSETS

Tax recoverable                                                                1,187,307                      771,677
Interest receivable                                                               36,882                       21,398
Dividends receivable                                                             636,775                      925,035
Deposits with licensed financial institutions                          4      116,111,941                 107,502,887
Cash and bank balances                                                             1,441                      100,146
                                                                             117,974,346                 109,321,143
TOTAL ASSETS                                                                 497,435,048                 497,034,752
EQUITY AND LIABILITIES
Equity attributable to equity holders of the Company
Share Capital                                                         5      500,010,500                 500,000,800
Accumulated losses                                                            (4,347,936)                  (7,675,044)
Total equity                                                                 495,662,564                 492,325,756


CURRENT LIABILITIES
Management fees payable                                                        1,670,947                    1,557,059
Other payables                                                                   101,537                    3,151,937
Total liabilities                                                              1,772,484                    4,708,996
TOTAL EQUITY AND LIABILITIES                                                 497,435,048                 497,034,752


Net tangible asset per share (sen)                                    6              99.1                         98.5
Net asset value per share (sen)                                       7            109.0                          98.5




                       The accompanying notes form an integral part of the financial statements.

                                                          33
Amanah Millenia Fund Berhad (370927-A)




                                         STATEMENT OF CHANGES IN EQUITY
                                                for the year ended 31 December 2006


                                                              Share                   Accumulated
                                                              capital                    losses          Total
                                                               RM                          RM             RM


 At 1 January 2005                                          500,000,800                 (28,110,560)    471,890,240
 Net profit for the year                                                   -             20,435,516       20,435,516
 At 31 December 2005                                        500,000,800                  (7,675,044)    492,325,756


 At 1 January 2006                                          500,000,800                  (7,675,044)    492,325,756
 Net profit for the year                                                   -             23,327,140       23,327,140
 Issuance of new shares                                              9,700                          -         9,700
 Dividends (Note 12)                                                      -             (20,000,032)    (20,000,032)
 At 31 December 2006                                        500,010,500                  (4,347,936)    495,662,564




                           The accompanying notes form an integral part of the financial statements.

                                                                34
                                                                                               Amanah Millenia Fund Berhad (370927-A)




                                          CASH FLOW STATEMENT
                                                                              2005
                                               for the year ended 31 December 2006


                                                                                        2006                         2005
                                                                                         RM                           RM
CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                                                      3,396,489                   4,464,855
Dividends received                                                                    11,099,565                 13,632,237
Management fees paid                                                                  (6,290,543)                 (6,365,102)
Listing expenses paid                                                                     (9,407)                     (10,500)
Other operating expenses paid                                                         (3,920,272)                   (592,436)
Cash generated from operations                                                         4,275,832                  11,129,054
Taxes paid                                                                              (948,332)                 (1,053,059)
Net cash generated from operating activities                                           3,327,500                 10,075,995

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sales of investments                                                    57,775,679                 96,299,799
Purchase of investments                                                              (32,602,498)              (160,789,420)
Net cash generated from/(used in) investing activities                                25,173,181                 (64,489,621)


CASH FLOWS FROM FINANCING ACTIVITIES


Issuance of new shares                                                                     9,700                              -
Dividends paid                                                                       (20,000,032)                             -
Net cash used in financing activities                                                 (19,990,332)                             -


NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS                                   8,510,349                 (54,413,626)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                       107,603,033                162,016,659
CASH AND CASH EQUIVALENTS AT END OF YEAR                                             116,113,382                107,603,033


Cash and cash equivalents comprise:


Cash and bank balances                                                                     1,441                     100,146
Deposits with licensed financial institutions                                         116,111,941                107,502,887
                                                                                     116,113,382                107,603,033




                        The accompanying notes form an integral part of the financial statements.

                                                              35
Amanah Millenia Fund Berhad (370927-A)




                                   NOTES TO THE FINANCIAL STATEMENTS
                                                 for the year ended 31 December 2006

1.      CORPORATE INFORMATION

        The Company is a closed end fund and the principal activity of the Company is to invest in a diversified portfolio of
        quoted securities. There has been no significant change in the nature of this activity during the financial year.

        The Company is managed by an investment manager, MIDF Amanah Asset Management Berhad, formerly known
        as Amanah SSCM Asset Management Berhad (“the Investment Manager”), a subsidiary of Malaysian Industrial
        Development Finance Berhad (“MIDF”). Both companies are incorporated in Malaysia. The principal activity of the
        Investment Manager is the provision of fund management and investment advisory services.

        The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the
        Main Board of Bursa Malaysia Securities Berhad. The registered office and the principal place of business of the
        Company is located at 21st Floor and 4th Floor respectively, Bangunan Amanah Capital, 82 Jalan Raja Chulan,
        50200 Kuala Lumpur.

        Pursuant to Article 47(A) of the Company’s Article of Association, the Board of Directors of the Company shall
        propose an ordinary resolution that the Company should continue as a closed end fund for a further five years at
        the 2007 Annual General Meeting of the Company. If the ordinary resolution is not passed, the Board of Directors
        shall draw up proposals for the voluntary liquidation of the Company.

        The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
        directors on 14 March 2007.

2.      SIGNIFICANT ACCOUNTING POLICIES

        (a)     Basis of Preparation

                The financial statements comply with the provisions of the Companies Act, 1965 and applicable MASB
                Approved Accounting Standards in Malaysia for Entities other Than Private Entities. At the beginning of the
                current financial year, the Company had adopted new and revised FRSs which are mandatory for financial
                periods beginning on or after 1 January 2006. The adoption of the new and revised FRSs does not result in
                significant changes in accounting policies of the Company.

                The Company has not adopted the following FRSs which have effective date as follows:


                 FRS                                                                   Effective for financial periods
                                                                                           beginning on or after
                 FRS 124 - Related Party Transactions                                         1 October 2006
                 FRS 139 - Financial Instruments: Recognition
                 and Measurement                                                           Effective date deferred

                The financial statements of the Company have also been prepared on a historical basis.

                The financial statements are presented in Ringgit Malaysia (RM).




                                                                36
                                                                                          Amanah Millenia Fund Berhad (370927-A)




                       NOTES TO THE FINANCIAL STATEMENTS continued
                                               for the year ended 31 December 2006


2.   SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

     (b)   Revenue Recognition

           Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company
           and the revenue can be measured reliably.

           Interest income is recognised on a time proportion basis that reflects the effective yield on the asset.

           Dividend income is recognised when the right to receive payment is established.

           The realised gain or loss on sale of investments is measured as the difference between the net disposal
           proceeds and the carrying amount of the investments, calculated on the weighted average cost basis.

           Discount is accreted and premium is amortised on a time proportion basis that takes into account the effective
           yield of the investment in unquoted fixed income securities.

     (c)   Foreign Currencies

           (i)    Functional and Presentation Currency

                  The financial statements of the Company are measured using the currency of the primary economic
                  environment in which the Company operates (‘the functional currency”). The financial statements are
                  presented in Ringgit Malaysia (RM), which is also the Company’s functional currency.

           (ii)   Foreign Currency Transactions

                  In preparing the financial statements of the Company, transactions in currencies other than the entity’s
                  functional currency (foreign currencies) are recorded in RM using the exchange rates prevailing at
                  the dates of the transactions. At each balance sheet date monetary items denominated in foreign
                  currencies are translated at the rates prevailing on the balance sheet date.

                  Exchange differences arising on the settlement of monetary items, and on the translation of monetary
                  items, are included in the profit or loss for the period.

     (d)   Income Tax

           Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected
           amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax
           rates that have been enacted at the balance sheet date.

           Deferred tax is provided for, using the liability method. In principle, deferred tax liabilities are recognised
           for all taxable temporary differences and deferred tax assets are recognised for all deductible temporary
           differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit
           will be available against which the deductible temporary differences, unused tax losses and unused tax
           credits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or
           negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business
           combination and at the time of the transaction, affects neither accounting profit nor taxable profit.

           Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised
           or the liability is settled, based on tax rates that have been enacted or substantively enacted at the balance
           sheet date. Deferred tax is recognised as income or an expense included in the profit or loss for the period,
           except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax
           is also recognised directly in equity.



                                                              37
Amanah Millenia Fund Berhad (370927-A)




                             NOTES TO THE FINANCIAL STATEMENTS continued
                                                   for the year ended 31 December 2006


2.      SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

        (e)     Cash and Cash Equivalents

                For the purpose of the cash flow statement, cash and cash equivalents include cash in hand and at bank and
                deposits at call.

        (f)     Financial Instruments

                Financial instruments are recognised in the balance sheet when the Company has become a party to the
                contractual provisions of the instrument.

                Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
                arrangement. Interest, dividends and gains and losses relating to a financial instrument classified as a
                liability, are reported as expense or income. Distributions to holders of financial instruments classified as
                equity are recognised directly in equity. Financial instruments are offset when the Company has a legally
                enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the
                liability simultaneously.

                (i)     Investments

                        Quoted investments are carried at the lower of cost and market value, determined on an aggregate
                        basis. Cost is determined on the weighted average basis while market value is determined based
                        on quoted market values. Increases or decreases in the carrying amount of the investments are
                        recognised in the income statement. On disposal of the investments, the difference between net
                        disposal proceeds and the carrying amount is recognised in profit or loss.

                (ii)    Receivables

                        Receivables are carried at anticipated realised values. Bad debts are written off when identified. An
                        estimate is made for doubtful debts based on a review of all outstanding amounts as at the balance
                        sheet date.

                (iii)   Payables

                        Payables are stated at the fair value of the consideration to be paid in the future for goods and
                        services received.

                (iv)    Equity Instruments

                        Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the
                        financial period in which they are declared.




                                                                  38
                                                                                               Amanah Millenia Fund Berhad (370927-A)




                        NOTES TO THE FINANCIAL STATEMENTS continued
                                               for the year ended 31 December 2006


3.   INVESTMENTS
                                                                                        2006                         2005
                                                                                         RM                           RM


     Quoted shares in Malaysia, at cost                                              333,778,680                 352,241,258
     Quoted shares outside Malaysia, at cost                                          45,682,022                  55,697,229
                                                                                     379,460,702                 407,938,487
     Less: Provision for diminution in value                                                      -              (20,224,878)
                                                                                     379,460,702                 387,713,609
     Market value:
     Quoted shares in Malaysia                                                       355,125,225                 314,929,909
     Quoted shares outside Malaysia                                                   73,780,720                  72,783,700
                                                                                     428,905,945                 387,713,609

4.   DEPOSITS WITH LICENSED FINANCIAL INSTITUTIONS
                                                                                        2006                         2005
                                                                                         RM                           RM
     Deposits with:
       - Licensed banks                                                              116,111,941                  59,033,500
       - Licensed discount house                                                                 -                48,469,387
                                                                                     116,111,941                 107,502,887

     The weighted average effective interest rates and the average maturity of deposits at the balance sheet date were
     as follows:
                                                       Weighted Average
                                                        Interest Rates
                                                         (per annum)                                   Average Maturity
                                                     2006                     2005                    2006             2005
                                                       %                        %                     Days             Days
      Licensed banks                                  3.40                    2.85                     6                  5
      Licensed discount house                           -                     2.85                     -                  5




                                                              39
Amanah Millenia Fund Berhad (370927-A)




                             NOTES TO THE FINANCIAL STATEMENTS continued
                                                 for the year ended 31 December 2006


5.      SHARE CAPITAL

                                                        Number of Ordinary
                                                        Shares of RM1 Each                                  Amount
                                                       2006                     2005                 2006             2005
                                                                                                      RM               RM
        Authorised:
        At 1 January/
          31 December                             1,000,000,000           1,000,000,000           1,000,000,000    1,000,000,000


        Issued and fully paid:
        At 1 January                                500,000,800              500,000,800           500,000,800      500,000,800
        Issuance of new shares                                9,700                    -                 9,700                  -
          31 December                               500,010,500              500,000,800           500,010,500      500,000,800


        In 1997, the Company issued 100,000,000 warrants to its shareholders on the basis of one warrant for every
        five shares held. The warrants were constituted by a Deed Poll dated 3 February 1997. In 1999, the relevant
        authorities, shareholders and warrant holders of the Company have agreed to grant an extension of the duration
        and subscription period of the Company’s Warrants 1997/2002 from 6 April 2002 up to and including 6 April 2006.

        The warrants are transferable and are quoted on the Bursa Malaysia Securities Berhad. Each warrant entitles its
        registered holder, at any time commencing from 7 April 1997 and expiring on 6 April 2006 (both dates inclusive), to
        subscribe for one new ordinary share of RM1 each, in the Company at a subscription price of RM1 which is subject
        to adjustment under the terms as set out in the Deed Poll.

        Prior to the expiry of the warrants, 9,700 warrants were exercised in 2006 by their respective holders resulting in
        9,700 new ordinary shares being issued and allotted to the shareholders. The new ordinary shares rank pari passu
        with the existing ordinary shares of the Company.

6.      NET TANGIBLE ASSET PER SHARE

                                                                                           2006                      2005
                                                                                            RM                        RM
        Net tangible asset                                                             495,662,563                492,325,756
        Number of ordinary shares of RM1
         each, issued and fully paid                                                   500,010,500                500,000,800

        Net tangible asset per share (sen)                                                 99.1                      98.5




                                                                40
                                                                                               Amanah Millenia Fund Berhad (370927-A)




                        NOTES TO THE FINANCIAL STATEMENTS continued
                                               for the year ended 31 December 2006


7.   NET ASSET VALUE PER SHARE

     Net asset value represents the net asset of the Company after taking into consideration the market value of the
     quoted investments as at the year end.

                                                                                        2006                         2005
                                                                                         RM                           RM


     Net asset value                                                                 545,107,806                 492,325,756
     Number of ordinary shares of RM1
      each, issued and fully paid                                                    500,010,500                 500,000,800
     Net asset value per share (sen)                                                    109.0                         98.5

8.   DIRECTORS’ REMUNERATION

     All the Company’s directors for the current and previous financial year are non-executive directors and each received
     remuneration which individually is below RM50,000.

9.   TAXATION

                                                                                        2006                          2005
                                                                                         RM                            RM


     Current year’s provision                                                         3,227,457                   4,558,045
     Over provided in prior years                                                      (362,655)                     (35,584)
                                                                                      2,864,802                   4,522,461

     Income tax is calculated at the Malaysian statutory tax rate of 28% (2005: 28%) of the estimated assessable profit
     for the year. The tax charge is on interest income on deposits with licensed financial institutions and dividend
     income after deducting tax allowable expenses.

     A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income
     tax expense at the effective income tax rate of the Company is as follows:

                                                                                        2006                         2005
                                                                                         RM                           RM
     Profit before taxation                                                           26,191,941                  24,957,977


     Taxation at Malaysian statutory rate of 28% (2005: 28%)                          7,333,743                   6,988,234
     Effect of income not subject to tax under Section 60H
       of the Income Tax Act, 1967                                                     (673,984)                   (823,823)
     Effect of tax exempt dividends                                                    (633,986)                   (500,822)
     Effect of loss/(gain) on sale of investments not
       deductible/(taxable) for tax purposes                                           925,289                   (8,858,041)
     Effect of expenses not deductible for tax purposes
       under Section 60H of the Income Tax Act, 1967                                 (3,723,605)                  7,752,497
     Over provided in prior years                                                      (362,655)                     (35,584)
     Tax expense for the year                                                         2,864,802                   4,522,461




                                                              41
Amanah Millenia Fund Berhad (370927-A)




                             NOTES TO THE FINANCIAL STATEMENTS continued
                                                 for the year ended 31 December 2006


10.     EARNINGS/(LOSS)PER SHARE

        (a)     Basic earnings/(loss) per share is calculated based on the net profit for the year of RM23,327,140 (2005:
                Profit after taxation of RM20,435,516) over the number of ordinary shares in issue during the financial year
                of 500,010,500 (2005: 500,000,800).

        (b)     For the previous financial year, the warrants’ exercise price is above the average market price of the
                Company’s shares. Therefore, the assumed conversion of the warrants was not included in the computation
                of diluted earnings per share as the assumed conversion was considered anti-dilutive. The warrants expired
                during the current financial year.

        Accordingly, diluted (loss)/earnings per share for the current and previous financial year have not been presented.

11.     SIGNIFICANT RELATED PARTY DISCLOSURES

                                                                                             2006                     2005
                                                                                              RM                       RM
        Significant transactions with related parties
        Fund management fees paid/payable to the Investment Manager                        6,364,432                6,276,895
        Secretarial fees paid/payable to MIDF, the ultimate
          holding company of the Investment Manager                                          40,000                   40,000
        Interest income received/receivable from Amanah Short
           Deposits Berhad, a company related to the Investment Manager                     267,786                 1,992,262


        Significant balances due to related party
          Amount due to the Investment Manager                                             1,670,948                1,557,059

        Significant balances due from related party
        Deposits and interest receivable with Amanah Short
         Deposits Berhad, a company related to the Investment Manager                               -              48,476,956

        The directors are of the opinion that the transactions above have been entered into in the normal course of business
        and have been established on terms and conditions that are not materially different from those obtainable in
        transactions with unrelated parties.

12.     DIVIDENDS

                                                                                                          Net Dividends
                                                                 Amount                                 per Ordinary Share
                                                       2006                     2005                    2006            2005
                                                        RM                       RM                     Sen             Sen


        First and final tax exempt dividend of
           4% on 500,000,800 ordinary shares,
           paid on 28 April 2006              20,000,032                               -                       4                -

        At the forthcoming Annual General Meeting, a first and final dividend in respect of the financial year ended 31
        December 2006 of 4.5% (tax exempt) on 500,010,500 ordinary shares, amounting to a total dividend of RM
        22,500,473 (4.5 sen per share) will be proposed for shareholders’ approval. The financial statements for the
        current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will
        be accounted for in the statement of changes in equity as an appropriation of retained profits in the financial year
        ending 31 December 2007.



                                                                42
                                                                                           Amanah Millenia Fund Berhad (370927-A)




                          NOTES TO THE FINANCIAL STATEMENTS continued
                                                for the year ended 31 December 2006


13.   FINANCIAL RISK MANAGEMENT POLICIES

      The Company is exposed mainly to price risk, single issuer risk, credit risk, and operational risks. The overall
      financial risk management objective of the Company is to mitigate capital losses.

14.   FINANCIAL INSTRUMENTS

      (a)    Financial Risk Management Objectives and Policies

             Financial risk management is carried out through the Company’s investment policies and restrictions
             contained in its Prospectus and adherence to the Securities Commission’s Guidelines for closed-end
             funds.

      (b)    Price Risk

             Price risk is the exposure of earnings or net worth to changes in market factors such as equity prices,
             interest rates and foreign exchange rates which affect incomes, expenses and balance sheet values of the
             Company.

             This risk is managed through diversification of the investment portfolios by geographical locations and
             industry sectors.

      (c)    Single Issuer Risk

             Single issuer risk is the exposure of a significant portion of the Company’s investments to any single
             issuer.

             This risk is managed by imposing restriction limits on investment in securities by any single issuer.

      (d)    Credit Risks

             Credit risks are the exposures to loss in principal sum and interest income as a result of default by an issuer
             or a counter party.

             The Investment Manager has established appropriate practices that encompass concentration of credit and
             processes for monitoring credit exposures.

      (e)    Operational Risks

             Operational risks are the risk of direct or indirect loss resulting from inadequate or failed internal processes,
             people and systems or from external events. The operations are managed by the Investment Manager.

             The Investment Manager has established appropriate policies and procedures with the objective to minimise
             losses arising from operational risks. Policies and procedures are based on the principles of dual control,
             segregation of duties, independent checks and verification process, empowerment through a defined
             authority structure and limits, and the need for contingency planning.




                                                               43
Amanah Millenia Fund Berhad (370927-A)




                             NOTES TO THE FINANCIAL STATEMENTS continued
                                                  for the year ended 31 December 2006


14.     FINANCIAL INSTRUMENTS (CONT’D)

        (f)     Fair Values

                The carrying amounts of financial assets and liabilities of the Company at the balance sheet date approximate
                their fair value except for the following in 2006:

                                                                                                        2006
                                                                                        Carrying Amount        Fair Value
                                                                                               RM                 RM

                Financial Assets
                Investments                                                               379,460,702          428,905,945

                The following methods and assumptions are used to estimate the fair values of the following classes of
                financial instruments:

                (i)     Investments

                        The fair value of quoted investments is determined by reference to stock exchange quoted market bid
                        prices at the close of the business on the balance sheet date.

                (ii)    Cash and cash equivalents, receivables and payables

                        The carrying amounts approximate fair values due to the relatively short term maturity of these
                        instruments.




                                                                 44
                                                                                         Amanah Millenia Fund Berhad (370927-A)




                                         INVESTMENT PORTFOLIO
                                                    As at 31 December 2006

Company & Activity                                                             Size of         Cost of       Market Value
                                                                             Holdings         Holdings        of Holdings
                                                                                  ‘000             RM                 RM
      MALAYSIA
1     AMMB Holdings Berhad                                                      5,856       15,004,472          18,624,624
      A financial services group.
2     Astro All Asia Network Plc.                                               3,354       17,158,462          18,617,475
      Provides Direct to Home satellite TV and Radio services.
3     Boustead Holdings Berhad                                                  1,156        2,720,023            2,231,080
      Its subsidiaries are in plantation, financial services, shipping and
      travel agencies, manufacturing, and property development.
4     Boustead Properties Berhad                                                1,450        6,376,568            4,930,000
      An investment holding company. Its subsidiaries operate in
      property investment and development.
5     Crest Builder Holdings Berhad                                               636        1,044,871              649,332
      An investment holding company. Its subsidiaries are involved in
      construction, land and property investments.
6     Dreamgate Corporation Berhad                                              4,574        7,865,895            5,901,234
      An investment holding company whose subsidiaries provide
      technical and management services to gaming establishments,
      clubs and resorts.
7     Dialog Group Berhad                                                       2,428        1,276,427            2,161,687
      The company provides engineering, procurement, construction
      and commissioning services in the oil and gas industry.
8     DRB-HICOM Berhad                                                          9,011       13,830,348          15,139,320
      An investment holding company. Its subsidiaries provide
      automotive, waste management and property development
      services.
9     Edaran Otomobil Nasional Berhad                                           3,377       11,952,779            6,181,557
      Distributes motor vehicles and provides automotive related
      services.
10    Gamuda Berhad                                                             1,671        4,467,437            8,524,650
      Construction, toll road and property development.
11    Guinness Anchor Berhad                                                      459        2,114,239            2,799,900
      Produces, markets and distributes beer, stout and other
      non-alcoholic drinks.
12    Hong Leong Industries Berhad                                              1,423        5,849,313            8,039,950
      Is an investment holding company. Its subsidiaries manufacture
      and distribute ceramic tiles.
13    KFC Holdings (Malaysia) Berhad                                            2,284        8,395,841          12,336,300
      Its subsidiaries manage and operate Kentucky Fried Chicken and
      Pizza Hut restaurant chains, and are involved in poultry and food-
      related businesses.
14    Kian Joo Can Factory Berhad                                              11,280       11,970,208          13,761,600
      Manufactures tin cans, aluminium beverage cans, polyethelene
      terephalate products, and corrugated fiberboard cartons.
15    Lingkaran Trans Kota Holdings Berhad                                      5,064       12,728,884          15,141,360
      The concessionaire to build, operate and transfer the Lebuhraya
      Damansara-Puchong.
16    MAA Holdings Berhad                                                       3,764        6,375,398            6,625,168
      A composite insurance company.
17    Malakoff Bhd                                                              1,223       10,115,449          12,355,330
      An investment holding company. Its subsidiaries generate and
      sell electricity.
18    Malaysian Airline System Berhad                                             373        1,191,208            1,749,384
      Provides passenger and air cargo transportation services.
      TOTAL – MALAYSIA THIS PAGE                                                          140,437,822          155,770,041


                                                             45
Amanah Millenia Fund Berhad (370927-A)




                                         INVESTMENT PORTFOLIO continued
                                                     As at 31 December 2006

Company & Activity                                                              Size of      Cost of    Market Value
                                                                              Holdings      Holdings     of Holdings
                                                                                   ‘000          RM              RM
        MALAYSIA
19      Malaysian Bulk Carriers Berhad                                           2,371      5,334,223      6,071,296
        Its subsidiaries own operating vessels and provide sea
        transportation services.
20      Malaysian National Reinsurance Berhad                                    1,552      8,689,890      6,642,560
        Engaged principally in the underwriting of all classes of general
        reinsurance business.
21      MTD Capital Berhad                                                       2,522      9,335,327      5,297,250
        A contractor and toll concession holder.
22      Petronas Gas Berhad                                                        905      7,534,589      8,099,750
        Supplies Liquified Natural Gas and also does gas exploration.
23      Public Bank Berhad                                                       1,878      4,336,242     14,557,476
        Provides commercial banking and other related financial
        services.
24      Puncak Niaga Holdings Berhad                                             4,623     12,275,821     14,239,456
        An investment holding company. Through its subsidiaries it
        operates, manages and undertakes the rehabilitation of water
        treatment facilities.
25      Proton Holdings Berhad                                                   4,782     28,378,057     31,564,500
        Manufactures and distributes automobile.
26      Protasco Berhad                                                          1,475      1,983,787      1,298,088
        Provides road construction, rehabilitation and maintenance
        services.
27      Prinsiptek Corporation Berhad                                            3,299      4,538,788      2,507,392
        An investment holding company. Its subsidiaries operate as a
        prestressing and specialist construction contractor.
28      Symphony House Berhad                                                   18,853     12,765,946      5,467,486
        An Investment holding company. Subsidiaries are involved in
        providing application software, and corporate services such as
        share registration, secretarial services and accounting services.
29      Tenaga Nasional Berhad                                                   3,732     29,273,326     40,684,522
        Produces and supplies electricity to consumers and industries.
30      Telekom (M) Berhad                                                       3,618     34,690,594     35,280,375
        Provides telecommunication services. Its subsidiaries provide
        mobile and other telecommunication services.
31      The New Straits Times Press Berhad                                       1,160      4,150,970      2,692,360
        Publishes and sells newspapers.
32      Titan Chemical Corporation Bhd                                             823       991,265       1,152,900
        Manufactures chemicals.
33      Tradewinds Corporation Berhad                                            3,502      8,272,579      2,714,050
        An investment holding company. Through its subsidiaries, it
        conducts operations in hotel, plantation and hotel management
        services.
34      Unisem (M) Berhad                                                          543      1,078,345       895,950
        Manufactures semiconductor devices.
35      Wah Seong Corporation Berhad                                             5,277     10,562,421     11,240,862
        An investment holding company. Its subsidiaries provide pipe-
        coating services, and manufactures spiral welded steel pipes.
36      WTK Holdings Berhad                                                      1,177      9,148,671      8,949,000
        Engaged principally in integrated timber operations which include
        logging and manufacturing of plywood.
        TOTAL – MALAYSIA THIS PAGE                                                        193,340,841    199,355,273
        GRAND TOTAL FOR SHARES IN MALAYSIA                                                333,778,663    355,125,314



                                                              46
                                                                                     Amanah Millenia Fund Berhad (370927-A)




                                  INVESTMENT PORTFOLIO continued
                                                As at 31 December 2006

Company & Activity                                                         Size of         Cost of       Market Value
                                                                         Holdings         Holdings        of Holdings
                                                                              ‘000             RM                 RM
      SHARES IN HONG KONG SAR


1     China Hong Kong Photo Production Holdings Ltd                         5,804        5,736,766            2,162,140
      Sole distributor of Fuji photographic and medical products in
      Hong Kong SAR and China.
2     Shaw Brothers (Hong Kong) Ltd                                           867        2,711,177            5,301,599
      Principal activities are film production and distribution. Its
      associates include TVB, one of the main TV network in Hong
      Kong SAR.

      TOTAL - SHARES IN HONG KONG-SAR                                                    8,447,943            7,463,739




                                                         47
Amanah Millenia Fund Berhad (370927-A)




                                         INVESTMENT PORTFOLIO continued
                                                      As at 31 December 2006

Company & Activity                                                               Size of      Cost of    Market Value
                                                                               Holdings      Holdings     of Holdings
                                                                                    ‘000          RM              RM
        SHARES IN SINGAPORE
1       Eucon Holding Limited                                                     3,900      1,758,705      1,659,522
        Provides mechanical and laser drilling, as well as routing services
        to printed circuit board manufacturers.
2       Global Voice Group Ltd                                                   11,000      2,628,681      3,542,154
        It owns and operates secure optical fiber networks. The group
        also provides storage solutions.
3       Hong Leong Finance Limited                                                  378      1,556,675      3,321,252
        Provides depository and financial services.
4       IDT Holdings (S) Limited                                                  1,250      3,908,441      1,969,460
        Develops, produces and markets a range of liquid crystal display-
        based consumer electronic products.
5       Ionics EMS Inc                                                            7,950     10,484,785      1,005,718
        Provides electronic manufacturing services to original
        equipment manufacturers (OEMs) in the computer peripherals,
        telecommunications, automotive, consumer electronics, and
        computer motherboard industries.
6       Jurong Technologies Industrial Corporation Limited                        3,516      1,941,022      8,735,862
        Provides electronics contact manufacturing services to OEMs in
        the computer peripherals, networking, and telecommunication
        sectors.
7       KS Energy Services Limited                                                1,283       774,295       7,382,768
        Sources and distributes oil and gas equipment, general hardware,
        hydraulic equipment, instrumentation, spares and parts.
8       Semitech Electronics Limited                                             10,000      4,668,238      1,150,050
        Involved in printed circuit board assembly, electronic mechanical
        assembly and box-build and system integration of equipment.
        Also distributes testing and packaging equipment for the
        semiconductor industry.
9       TPV Technology Limited                                                    2,854      1,677,378      6,498,840
        Manufactures, designs, and sells a wide range of CRT-based and
        LCD-based computer monitors. It also assembles and distributes
        colour scanners.
10      Trek 2000 International Limited                                           2,000      2,909,243      1,725,075
        Provides digital compression based technology system solutions
        as well as customised engineering solutions.
11      Unisteel Technology Limited                                               5,000      4,926,610     29,326,275
        Manufactures precision fasteners for the hard disk drive,
        telecommunication, computer, consumer electronics, and
        transportation industries.


        TOTAL – SHARES IN SINGAPORE                                                         37,234,078     66,316,980


        GRAND TOTAL FOR ALL INVESTMENTS                                                    379,460,684    428,906,033




                                                               48
                                                                                            Amanah Millenia Fund Berhad (370927-A)




                                            ABOUT YOUR COMPANY

THE COMPANY

Amanah Millenia Fund Berhad is a closed-end fund listed on the Main Board of Bursa Securities.

Closed-end funds are public companies with capital structures which are the same as any other company, but instead
of selling goods or services, their principal business is to invest in the shares of other companies. Closed-end funds
are termed “closed” because they have a fixed number of shares in issue at any time, the prices of which will fluctuate
according to supply and demand. Buying and selling of shares in listed closed-end fund companies take place through the
stock exchange via licensed stockbroking companies.

The principal investment objective of the Company is the long-term capital appreciation of its assets through investment in
securities of companies listed on Bursa Securities. In addition, up to thirty percent of the Company’s NAV may be invested in
securities of companies listed on other stock exchanges located in the Region (defined as Singapore, Indonesia, Thailand,
the Philippines, Hong Kong, Taiwan and South Korea).

It is not intended that the Company should have a limited life, but the Board of Directors consider it desirable that the
Shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly the
Articles of Association of the Company contain provisions requiring the Board to put a proposal for the continuation of
the Company to Shareholders at the Company’s Annual General Meeting in the year 2007 and thereafter at five-year
intervals.


INFORMATION FOR SHAREHOLDERS

The Company’s shares are listed on Bursa Securities. The prices of the shares are quoted daily in most Malaysian
newspapers.

The Company’s NAV per share is disclosed to Bursa Securities weekly on Friday evenings (or the evening of the last
trading day of the week on Bursa Securities) after market close. This information is published daily in the Unit Trusts section
of certain newspapers. It is also available on Bloomberg and Bursa Securities website (www.bursamalaysia.com, click
on “Listed Companies’ Announcements”, choose Companies Announcements By Company, and then click on “AMANAH
MILLENIA FUND BERHAD”).


SECURITY TRANSACTIONS INFORMATION

Total number of transactions in securities entered into for the whole year of 2006 amounted to 223 trades with total
brokerage paid of RM352,411.60.


SHAREHOLDINGS INFORMATION

The Investment Manager, the family members of Investment Manager and other funds managed by the Investment Manager
do not hold any shares in the Company.


CHANGE OF ADDRESS

Communications with shareholders are mailed to the address held on the share register. In the event of a change of
address or other amendment this should be notified to Symphony Share Registrars Sdn Bhd.




                                                              49
Amanah Millenia Fund Berhad (370927-A)




                                         ANALYSIS OF SHAREHOLDINGS
                                                       As at 15 May 2007


ANALYSIS OF SHAREHOLDINGS

 Size of holdings                                                  Holders                       Holdings
                                                          No.                   %          No.                %
 Less than 100                                              17                  0.06            476           0.00
 100 to 1,000                                           17,074                 61.95     17,045,027           3.41
 1,001 to 10,000                                         9,714                 35.24     33,654,717           6.73
 10,001 to 100,000                                         672                  2.44     17,892,900           3.58
 100,001 to less than 5% of issued shares                   82                  0.30    230,787,680          46.16
 5% and above of issued shares                               3                  0.01    200,629,700          40.12
 Total                                                  27,562                100.00    500,010,500         100.00

 Classification of shareholders                                     Holders                       Holdings
                                                          No.                   %          No.                %
 Individuals                                            26,967                 97.84     72,330,610          14.47
 Banks/Finance Companies                                     9                  0.03    110,577,980          22.12
 Investment Trusts                                           4                  0.02         72,000           0.01
 Industrial/Commercial Companies                           107                  0.39     15,650,700           3.13
 Government Agencies/Institutions                            1                  0.00             10           0.00
 Nominee Companies                                         474                  1.72    301,379,200          60.27
 Other                                                       0                  0.00              0           0.00
 Total                                                  27,562                100.00    500,010,500         100.00

Substantial shareholders (Holding 5% and above of the Issued and Paid-up Capital)

 Shareholders                                                        Direct                      Indirect
                                                     No. of shares              %      No. of shares          %
 Permodalan Nasional Berhad                           86,500,000              17.30          -                 -
 Citigroup Nominees (Asing) Sdn. Bhd.
 [Exempt An For Mellon Bank (Mellon)]                       -                    -      81,095,200          16.22
 HSBC Nominees (Asing) Sdn. Bhd.
 [Exempt An For Royal Bank of Canada
                                                            -                   -       33,034,500           6.61
 (Channel Island) Limited]


30 LARGEST ACCOUNT HOLDERS

 Name of shareholders                                                                   Shareholdings              %
 1.      Permodalan Nasional Berhad                                                      86,500,000            17.30
 2.      Citigroup Nominees (Asing) Sdn. Bhd.
         [Exempt An For Mellon Bank (Mellon)]                                            81,095,200            16.22
 3.      HSBC Nominees (Asing) Sdn. Bhd.
         [Exempt An For Royal Bank of Canada (Channel Islands) Limited]                  33,034,500                6.61
 4.      Cartaban Nominees (Asing) Sdn. Bhd.
         [Credit Suisse Securities (Europe) Limited for LP Value Limited]                23,522,710                4.70
 5.      Citigroup Nominees (Asing) Sdn Bhd
         [Bear Stearns Securities Corp for the Carrousel Fund Limited]                   20,886,900                4.18
 6.      Employees Provident Fund Board                                                  19,553,280                3.91
 7.      Cartaban Nominees (Asing) Sdn. Bhd.
         [Credit Suisse Securities (Europe) Limited for Value Catalyst Fund Ltd.]        19,432,234                3.89
 8.      Citigroup Nominees (Asing) Sdn. Bhd.
         [Bear Stearns Securities Corp For Bear Stearns International Limited]           18,820,700                3.76




                                                             50
                                                                                     Amanah Millenia Fund Berhad (370927-A)




                                ANALYSIS OF SHAREHOLDINGS continued
                                                       As at 15 May 2007



Name of shareholders                                                                    Shareholdings              %
9.      Cartaban Nominees (Asing) Sdn Bhd
        [Credit Suisse Securities (Europe) Limited for Laxey Investors LP]                 13,898,210             2.78
10.     Cartaban Nominees (Asing) Sdn Bhd
        [Credit Suisse Securities (Europe) Limited for National Bank of Canada]            10,231,646             2.05
11.     Cartaban Nominees (Asing) Sdn Bhd
        [Credit Suisse Securities (Europe) Limited for LP Alternative L.P.]                 9,778,200             1.96
12.     Citigroup Nominees (Asing) Sdn. Bhd.
        Exempt An For Mellon Bank (ABNAMRO Mellon)                                          9,275,200             1.86
13.     Mayban Nominees (Asing) Sdn. Bhd.
        [OBS Bank for Lilaram Bharvani Rajan]                                               7,856,600             1.57
14.     Cartaban Nominees (Asing) Sdn. Bhd.
        [SSBT Fund SD89 For Government of the Province of Alberta]                          7,184,400             1.44
15.     DB (Malaysia) Nominees (Asing) Sdn. Bhd.
        [Deutsche Bank AG London for QVT Fund LP]                                           7,176,785             1.44
16.     Cartaban Nominees (Asing) Sdn Bhd
        [Credit Suisse Securities (Europe) Limited for Laxey Universal Value LP]            6,884,080             1.38
17.     Tay Kia Hong & Sons Sdn. Bhd.                                                       6,000,000             1.20
18.     HSBC Nominees (Asing) Sdn. Bhd.
        [Exempt An For Credit Suisse (SG BR-TST-Asing)]                                     5,267,000             1.05
19.     Cartaban Nominees (Asing) Sdn. Bhd.
        [Exempt An For Bank Sarasin-Rabo (Asia) Limited) (AC Client Frgn)]                  4,383,800             0.88
20.     Tokio Marine Insurans (Malaysia) Berhad                                             4,088,000             0.82
21.     Daiman Development Berhad                                                           4,000,000             0.80
22.     Citigroup Nominees (Asing) Sdn. Bhd.
        [Bear Stearns Securities Corp For the Carrousel Fund II Limited]                    3,723,600             0.74
23.     Cartaban Nominees (Asing) Sdn. Bhd.
        [Credit Suisse Securities (Europe) Limited for Leaf Limited]                        3,446,520             0.69
24.     CIMB Investment Bank Berhad
        [Exempt An CLR For Kumpulan Wang Amanah Pencen]                                     2,000,000             0.40
25.     Cimsec Nominees (Tempatan) Sdn. Bhd.
        [CIMB For Siew Mun Chuang (PB)]                                                     1,730,800             0.35
26.     OSK Nominees (Tempatan) Sdn. Bhd.
        [Pledged Securities Account for Lo Kok Kee]                                         1,400,000             0.28
27.     Cartaban Nominees (Asing) Sdn. Bhd.
        [Credit Suisse Securities (Europe) Limited for Metage Special
        Emerging Markets Fund]                                                              1,145,000             0.23
28.     Citigroup Nominees (Asing) Sdn. Bhd.
        [CGML IPB For Brookdale ITL Partners]                                               1,003,580             0.20
29.     Aseambankers Malaysia Berhad
        [CLR (C ) For Kumpulan Wang Amanah Pencen]                                          1,000,000             0.20
30.     RHB Capital Nominees (Tempatan) Sdn. Bhd.
        [Pledged Securities Account For Hiew Kat Kee)                                         919,800             0.18
                                                                                          415,238,745            83.07

Directors’ Interest

There has been no change as at 15 May 2007 as set out on page 27 of this Annual Report.

Voting rights

On a show of hands, every member present in person or by proxy and entitled to vote shall have one vote and on a poll,
every member present in person or by proxy and entitled to vote shall have one vote for every share held.


                                                             51
This page has been intentionally left blank.
                                                                          PROXY FORM
                                    AMANAH MILLENIA FUND BERHAD (Company No. 370927-A)
                                                                          (Incorporated in Malaysia)

I/We
of
being a member(s) of AMANAH MILLENIA FUND BERHAD hereby appoint
of                                                                                                                                                                  or failing whom

of
or failing whom, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the Eleventh Annual General
Meeting of the Company to be held at The Ballroom, Hotel Equatorial, Jalan Sultan Ismail, 50250 Kuala Lumpur on Wednesday, 27 June
2007 at 10.00 a.m. and at any adjournment thereof.

My/Our proxy is to vote the Resolutions as indicated by an ‘X’ in the appropriate spaces below. If this form is returned without any
indications as to how the proxy shall vote, the proxy shall vote or abstain as he/she thinks fit.

  No.        Ordinary Resolution                                                                                                                              For           Against
  1.         To receive the Financial Statements for the year ended 31 December 2006 and the Reports of the
             Directors and Auditors thereon.
  2.         To approve a first and final dividend of 4.5 sen per share (tax exempt) for the financial year ended 31
             December 2006.
  3.         To re-elect Datuk Khalid bin Abdul Karim as Director.
  4.         To re-elect Encik Mohd. Najib bin Hj. Abdullah as Director.
  5.         To re-elect Encik Lee Siew Choong as Director.
  6.         To re-elect Encik Tai Keat Chai as Director.
  7.         To approve the remuneration of the Directors.
  8.         To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix
             their remuneration.
  9.         That the Company should continue as a closed end fund for a further five (5) year period.
  10.        That subject to (i) the passing of Ordinary Resolution 9 above and the Special Resolution below,
             (ii) compliance with the Companies Act 1965, the Memorandum and Articles of Association of the
             Company, the Listing Requirements of Bursa Malaysia Securities Berhad and any applicable laws,
             regulations and guidelines issued by other regulatory authorities and (iii) approval by the Bursa Malaysia
             Securities Berhad and the Securities Commission in relation to the proposed waiver as per item (8) (i)
             and (ii) of the Circular to the shareholders of the Company dated 31 May 2007; the Company and the
             Directors of the Company be and are hereby authorised to give effect and implement the Tender Offer
             to be made by the Company to the Entitled Shareholders, half yearly (in March and September of each
             year) to buy back up to ten per centum (10%) of the Company’s issued and paid-up share capital (for
             each Cash Tender Offer made in March and September of each year) at the offer price of ninety seven
             per centum (97%) of the net asset value per share to be determined by Board of Directors as of the
             close of trading of the shares at a price-fixing dates to be determined and announced from time to time
             (“Proposed Tender Offer”).
             AND THAT, the maximum amount of funds to be utilised for the Cash Tender Offer shall not exceed the
             cash and cash equivalents balance of the Company.
             AND THAT, the Directors of the Company be and are hereby authorised to retain the Purchased
             Shares as treasury shares or cancel the said shares or retain part of the said shares as treasury shares
             and cancel the remainder. The Directors of the Company are further authorised to resell the treasury
             shares on Bursa Malaysia Securities Berhad or distribute the treasury shares as dividends to the
             Company’s shareholders or subsequently cancel the treasury shares or any combination of the three.
             AND THAT, the Directors of the Company be and are hereby authorised to carry out the above
             immediately upon the passing of this resolution and Special Resolution below until the Board of
             Directors of the Company undertake a voluntary liquidation of the Company in accordance with its
             Articles of Association.
             AND THAT, the Directors of the Company be and are hereby authorised to take all such necessary
             steps to give effect to the aforesaid Proposed Tender Offer with full power to assent to any conditions,
             modifications, variations and/or amendments in any manner as may be required by the relevant
             authorities in connection with the Proposed Tender Offer as they may deem fit.”
  11.        That subject to the passing of Ordinary Resolution 10 above, the alteration, modification, deletion and/
             or additions to the Articles of Association of the Company as set out in Item 2.4 of the Circular to the
             shareholders of the Company dated 31 May 2007 be and are hereby approved.
  12.        To transact any other business of which due notice shall have been given in accordance with the
             Companies Act, 1965.

 Number of shares held

As witness my hand this                                                day of                                   2007.
                                                                                                                                                        Signature
NOTES:
1) A member of the Company entitled to attend and vote is entitled to appoint a proxy to attend and vote in his stead and such proxy need not be a member of the Company.
2) The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if the appointor is a corporation, under its common
   seal or signed by its attorney or by an officer on behalf of the corporation.
3) Where a member appoints more than one proxy, the appointment shall not be valid unless he specifies the proportion of holding to be represented by each proxy.
4) The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, must be deposited at the Company’s Registered Office, at 21st Floor,
   Menara MIDF, 82 Jalan Raja Chulan, 50200 Kuala Lumpur not less than 48 hours before the time of the meeting.
                              Stamp




The Secretary
Amanah Millenia Fund Berhad
21st Floor, Menara MIDF
82, Jalan Raja Chulan
50200 Kuala Lumpur

				
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