Annual Report-2005-amanah.indd

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					                                                                                              Amanah Millenia Fund Berhad (370927-A)
                                                                                   (formerly known as Amanah SmallCap Fund Berhad)




                     THE COMPANY

Amanah Millenia Fund Berhad (“AMFB”) is a closed-end
fund listed on the Main Board of Bursa Malaysia Securities
Berhad (“Bursa Securities”). It was formerly known as
Amanah SmallCap Fund Berhad. The name change was
effective from 18 July 2005.

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
Securities. 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              CONTENTS                                           Page
located in the Region (defined as Singapore, Indonesia,
Thailand, the Philippines, Hong Kong, Taiwan and South               Notice of Annual General Meeting                         2
Korea), with the aim of achieving growth in excess of the            Statement Accompanying the Notice
Kuala Lumpur Stock Exchange Main Board All-Share Index                 of Annual General Meeting                           3-4
(“KLEMAS Index”) over the longer term.                               Corporate Information                                 5-7
                                                                     Statement of Corporate Governance                    8-11
                                                                     Statement on Internal Control                          12
                                                                     Audit Compliance Committee Report                   13-14
                                                                     Summary of Results                                     15
                                                                     Chairman’s Statement                                   16
                                                                     Investment Manager’s Review                         17-24
                                                                     Director’s Report                                   25-27
                                                                     Statement by Directors                                 28
                                                                     Statutory Declaration                                  29
                                                                     Report of the Auditors                                 30
                                                                     Balance Sheet                                          31
                                                                     Income Statement                                       32
                                                                     Statement of Changes in Equity                         33
                                                                     Cash Flow Statement                                    34
                                                                     Notes to the Financial Statements                   35-42
                                                                     Investment Portfolio                                43-47
                                                                     About Your Company                                     48
                                                                     Analysis of Shareholding                            49-50
                                                                     Analysis of Warrants Holding                        51-52
                                                                     Proxy Form



                                                                 1
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                   NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Tenth Annual General Meeting of Amanah Millenia Fund Berhad will be held at The
Ballroom, Hotel Equatorial, Jalan Sultan Ismail, on Wednesday, 5 April 2006 at 10.00 a.m. for the following purposes:

 i.      To receive the Financial Statements for the year ended 31 December 2005 and the Reports
         of the Directors and Auditors thereon.                                                                              Resolution 1

 ii.     To approve a first and final dividend of 4 sen per share (tax exempt) for the financial year
         ended 31 December 2005.                                                                                             Resolution 2

 iii.    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.    Tan Sri Dato’ Abdul Khalid bin Ibrahim                                                                        Resolution 3
         ii.   Datuk Khalid bin Abdul Karim                                                                                  Resolution 4

 iv.     To approve the remuneration of the Directors.                                                                       Resolution 5

 v.      To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the
         Directors to fix their remuneration.                                                                                 Resolution 6

 vi.     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 6 April 2006 to determine the shareholders’ entitlement to the dividend payment. The dividend, if approved
by the shareholders at the Company’s Tenth Annual General Meeting will be paid on 28 April 2006 to shareholders whose
names appear in the Register of Depositors on 10 April 2006.

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

a.      Shares deposited into the Depositor’s securities account before 12.30 p.m. on 6 April 2006 in respect of shares which
        are exempted from mandatory deposit;
b.      Shares transferred into the Depositor’s securities account before 4.00 p.m. on 10 April 2006 in respect of ordinary
        transfers; and
c.      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
13 March 2006

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, Bangunan Amanah Capital, 82 Jalan Raja Chulan, 50200 Kuala Lumpur not less
        than 48 hours before the time of the meeting.



                                                                      2
                                                                                            Amanah Millenia Fund Berhad (370927-A)
                                                                                 (formerly known as Amanah SmallCap Fund Berhad)




     STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING

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

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

2.    Details of the attendance of Directors at the General Meeting held during the financial year ended 31 December
      2005

      The Ninth Annual General Meeting (“AGM”) of the Company was held on Tuesday, 14 June 2005 at 10.00 am
      at the Ballroom, Hotel Equatorial, Jalan Sultan Ismail, 50250 Kuala Lumpur. All the Directors attended the
      Ninth AGM.

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


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

 Re-election pursuant to                                Article 87                                  Article 87
 Articles of Association

 Age (years)                                               59                                           68

 Nationality                                           Malaysian                                   Malaysian


 Qualification and membership             •   Bachelor of Arts (Honours) degree     •     Bachelor of Science (Honours)
 of professional bodies                      in Economics from University of             degree in Economics from
                                             Malaya and a Masters degree                 Queen’s University, Belfast,
                                             in Business Administration                  Northern Ireland
                                             from University of Queensland,
                                             Australia

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

 Date first appointed to the Board                  8 November 1996                             8 November 1996

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

 Working experience                      As enumerated in the Profile of            As enumerated in the Profile of
                                         Directors presented on page 6 of          Directors presented on page 6 of
                                         the Annual Report                         the Annual Report

Occupation                                         Company Director                           Company Director




                                                            3
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETINGcontinued

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

 Any other directorship of                        • Titan Chemicals Corporation    • Sapura Resources Berhad
 public companies                                   Berhad
                                                  • Sirim Berhad
                                                  • Malaysia Discounts Berhad

 Securities holdings in the                                       Nil              Indirect holding of 2000 shares
 Company and its subsidiaries
 (as at 31 December 2005)


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

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

 Number of Board Meetings                                      6 out of 6                        5 out of 6
 attended in the financial year




                                                                   4
                                                                                   Amanah Millenia Fund Berhad (370927-A)
                                                                        (formerly known as Amanah SmallCap Fund Berhad)




                                      CORPORATE INFORMATION

Board of Directors                                  Registered Office

Tan Sri Dato’ Abdul Khalid bin Ibrahim              21st Floor, Bangunan Amanah Capital
Non-independent Non-executive Chairman              82, Jalan Raja Chulan
                                                    50200 Kuala Lumpur
Datuk Khalid bin Abdul Karim                        Tel. No.: 03-2161 9011 Fax: 03-2163 1451
Independent Non-executive Director
                                                    Investment Manager
Lee Siew Choong
Independent Non-executive Director                  Amanah SSCM Asset Management Berhad (11804-D)
                                                    4th Floor, Bangunan Amanah Capital,
Tai Keat Chai                                       82, Jalan Raja Chulan
Independent Non-executive Director                  50200 Kuala Lumpur
                                                    Designated Manager: Mushthaq Ahmad bin A.M. Ibrahim
Dato’ Mohd Sallehuddin bin Othman
Non-independent Non-executive Director              Registrar

Zaiton binti Mohd Hassan                            Symphony Share Registrars Sdn Bhd
Independent Non-executive Director                  (formerly known as Malaysian Share Registration Services Sdn. Bhd.)
                                                    Level 26, Menara Multi Purpose
                                                    Capital Square
Company Secretary
                                                    No. 8 Jalan Munshi Abdullah
                                                    50100 Kuala Lumpur
Kutbuddin bin Asgar Ali
                                                    Tel. No.: 03-2721 2222 Fax: 03- 2721 2530
(LS0008532)

                                                    Custodian Bank
Audit Compliance Committee

                                                    OCBC Bank (Malaysia) Berhad (295400-W)
Datuk Khalid bin Abdul Karim
                                                    Wisma Lee Rubber
Chairman
                                                    Jalan Melaka
                                                    50100 Kuala Lumpur
Lee Siew Choong
Member
                                                    Auditors
Tai Keat Chai
                                                    Messrs Ernst & Young
Member
                                                    Level 23A, Menara Milenium
(Fellow member of the Institute of Chartered
                                                    Jalan Damanlela
Accountants in England & Wales and member
                                                    Pusat Bandar Damansara
of the Malaysian Institute of Accountants)
                                                    Damansara Heights
                                                    50490 Kuala Lumpur
Remuneration & Nomination Committee

                                                    Stock Exchange Listing
Datuk Khalid bin Abdul Karim
Chairman
                                                    Main Board of Bursa Malaysia Securities Berhad
Lee Siew Choong
Member

Tai Keat Chai
Member




                                                5
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                        CORPORATE INFORMATION continued

DIRECTORS’ PROFILE

YBhg Tan Sri Dato’ Abdul Khalid bin Ibrahim, 59, a Malaysian, was appointed the Non-independent Non-executive
Chairman of AMFB on 8 November 1996. 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
positions as the Group Chief Executive of Permodalan Nasional Berhad and the Group Chief Executive of Kumpulan
Guthrie Berhad. He currently sits on the boards of Malaysia Discounts Berhad, SIRIM Berhad and Titan Chemicals Corp
Berhad (formerly known as Titan Petrochemicals & Polymers Berhad). 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. Tan Sri Khalid is also Chairman of the Institute of Strategic and International Studies and of Universiti Utara
Malaysia.

YBhg Datuk Khalid bin Abdul Karim, 68, 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 63, 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 partner in a law firm in Kuala Lumpur. He is also a director of KAF-Seagroatt & Campbell
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 51, 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, ECM Libra Berhad, Disccomp Berhad, MESB Berhad, PECD Berhad, Malaysia Discounts Berhad, Datascan
Berhad, Utama Merchant Bank 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.

YBhg Dato’ Mohd Sallehuddin bin Othman, 54, a Malaysian, was appointed a Non-independent Non-executive Director
of AMFB on 17 July 2003. He holds a Master of Science Degree in Administrative Sciences from City University, London.
He is also a fellow member of the Association of Chartered Certified Accountants and a member of both the Malaysian
Institute of Certified Public Accountants and the Malaysian Institute of Accountants. He previously held the positions of
Accountant in Lembaga Padi & Beras Negara, Senior Management Accountant in Malaysia Mining Corporation Group,
Control Officer in Asian Development Bank, General Manager in Permodalan Nasional Berhad and Group Managing
Director of UMW Holdings Berhad. He currently 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
Amanah Capital Partners Berhad, Malaysian Industrial Estates Berhad, Oriental 1936 Berhad, MIDF Aberdeen Capital
Protected Fund Berhad, Utama Merchant Bank Berhad and several private companies. He is also a director of Amanah
SSCM Asset Management Berhad and Mitsui Sumitomo Insurance (Malaysia) Berhad.




                                                             6
                                                                                             Amanah Millenia Fund Berhad (370927-A)
                                                                                  (formerly known as Amanah SmallCap Fund Berhad)




                                    CORPORATE INFORMATION continued

Puan Zaiton binti Mohd Hassan, 49, a Malaysian, was appointed an Independent Non-executive Director of AMFB on
16 March 2005. She is a fellow member of the Association of Chartered Certified Accountants, United Kingdom and a
member of the Malaysian Institute of Certified Public Accountants. She had served as an auditor with Pricewaterhouse
and thereafter joined Bank Pembangunan (M) Bhd. She then served Malayan Banking Berhad for 12 years, her last
position being General Manager, Corporate Planning, before becoming President of Malaysian Rating Corporation Berhad
(“MARC”) in 1996. She left MARC in September 2004 and is currently the Managing Director of Capital Intelligence
Advisors Sdn Bhd. She is a Commission Member and Chairman of the Investment Committee of Suruhanjaya Syarikat
Malaysia and a member of the Investment Committee of Amanah Saham Nasional, ASN2, ASN3 Imbang and Amanah
Saham Gemilang. She is also a director of Malaysian Industrial Development Finance Berhad, Mesiniaga Berhad, Credit
Guarantee Corporation Malaysia Berhad, Bank Islam Malaysia Berhad and BIMB Holdings 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 Dato’ Mohd Sallehuddin bin Othman
    is a non-executive non-independent director of the Investment Manager, 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 2005.

•   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
    will be in force up to 3 February 2007.




                                                              7
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                               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, Amanah SSCM Asset Management Berhad (“ASSCM” or “the
Investment Manager”), 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 six Board meetings were held during the financial year ended 31 December 2005. Details of the attendance of
each Director is as shown below:

 Name                                                                                No. of meetings attended

 Tan Sri Dato’ Abdul Khalid bin Ibrahim                                                       6 out of 6
 Datuk Khalid bin Abdul Karim                                                                 5 out of 6
 Encik Lee Siew Choong                                                                        5 out of 6
 Encik Tai Keat Chai                                                                          6 out of 6
 Dato’ Mohd Sallehuddin bin Othman                                                            4 out of 6
 Puan Zaiton binti Mohd Hassan, (appointed on 16.3.2005)                                      4 out of 5



Board Balance

As at the date of this Annual Report, the Board comprises six members, all of whom are Non-executive Directors. Of the six
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.

Since the management of the Company’s business is outsourced to ASSCM, 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.



                                                             8
                                                                                                Amanah Millenia Fund Berhad (370927-A)
                                                                                     (formerly known as Amanah SmallCap Fund Berhad)




                        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 3 and 4 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 39 of this Annual Report.

Directors’ Training

All Directors have attended the Mandatory Accreditation Programme as required by the Listing Requirements of Bursa
Securities.

The Directors have also attended various accredited programmes under the Continuing Education Programme (“CEP”)
conducted by various course leaders and met the prescribed CEP requirements during the year ended 31 December
2005.

The Directors hold the view that the training programmes attended during 2005 to achieve the required CEP points were
adequate to update the Directors of the Company on new developments in the business environment and no additional
training was recommended for that purpose during 2005.




                                                                9
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                          STATEMENT OF CORPORATE GOVERNANCE continued

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 13
        to 14 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.

        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 2005 are as follows:

         Name                                                                   No. of meetings attended

         Datuk Khalid bin Abdul Karim                                                    0 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.




                                                            10
                                                                                            Amanah Millenia Fund Berhad (370927-A)
                                                                                 (formerly known as Amanah SmallCap Fund Berhad)




                       STATEMENT OF CORPORATE GOVERNANCE continued

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 28 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 12 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 13 and 14 of this Annual Report.




                                                            11
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                     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 a comprehensive system for reporting information 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 ACC 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 have been established for monitoring the system of internal control and for reporting any significant control
failings or weaknesses together with details of corrective action. 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 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 reviews daily the fund management activities performed by the Investment Manager 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.




                                                            12
                                                                                              Amanah Millenia Fund Berhad (370927-A)
                                                                                   (formerly known as Amanah SmallCap Fund Berhad)




                              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 2005, are as follows:

               Name                                                        No. of meetings attended

        Datuk Khalid bin Abdul Karim (Chairman)                                     4 out of 5
        Lee Siew Chong                                                              4 out of 5
        Tai Keat Chai                                                               4 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 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 shall be present. 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 of internal audit and compliance
       investigations, and ensure co-ordination between the internal auditors, compliance officers and external auditors;


                                                              13
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                           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 internal auditors and compliance
        officers 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.




                                                             14
                                                                                             Amanah Millenia Fund Berhad (370927-A)
                                                                                  (formerly known as Amanah SmallCap Fund Berhad)




                                               SUMMARY OF RESULTS

                                                               31 Dec 2005           31 Dec 2004               % Change
    Assets

    Net Asset Value1 (“NAV”) (RM)                               492,325,756          517,697,017
    Undiluted NAV per ordinary share (sen)                         0.985                103.5                     (4.83)


    Benchmark KLEMAS Index                                        203.85                214.26                    (4.85)

    Share and Warrant Prices
    Share price (sen)                                               77.0                  77.0                      0.0
    Discount of share price to NAV per share                       21.4%                 25.7%
    Warrant price (sen)                                              0.5                   5.0                    (90.0)
    Package price2 (sen)                                            77.0                  78.0                    (1.28)


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 2005                                            31 December 2004




      S'pore                                                         S'pore
       13%�                                        M'sia              14%                                                 M’sia
                                                   64%�                                                                    53%
HK SAR                                                            HK SAR
    1%�                                                             1%�

          Cash�                                                            Cash
            22%                                                             32%




                                                             15
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                                  CHAIRMAN’S STATEMENT

In 2005, the Fund’s mandate was changed in the following manner:

▪   It is now allowed to invest in stocks, irrespective of their market capitalization; and
▪   The overseas limit was increased from 20% to 30%.

As a result, the name of the Fund was changed from Amanah SmallCap Fund Berhad to Amanah Millenia Fund Berhad
(“AMFB”). These changes, in addition to other minor ones, were approved by the respective authorities and by the
shareholders at the previous Annual General Meeting held on 14 June 2005.

During 2005, one of the main international issues was the rise in the crude oil price, which led the prices of other major
commodities upwards as well. The WTI Cushing crude price rose from US$43.45 per barrel as at 31 December 2004
to US$61.04 a year later. In tandem, the US interest rates have been rising in order to keep inflation at bay. By the end
of 2005, the US Federal Funds rate stood at 4.25% after 8 increases during the year. In 2006 so far, it has been raised
to 4.50%. These US hikes helped to mitigate any weaknesses of the US dollar that might have arisen from investors’
perceptions of the condition and the trend of the US twin deficits.

The Malaysian economy continued to chug along healthily. During the third quarter the GDP grew by 5.3%, the main
drivers were private and public consumption and private investment. The Ringgit was de-pegged on 21 July 2005. With
no significant appreciation in hand, many foreign speculators liquidated Malaysian assets, namely equity and bonds,
by the end of 2005. Consequently, Malaysia’s foreign exchange reserves slid continuously throughout the quarter, from
US$80.3 billion at end-September to US$72.0 billion in mid-December, mainly as a result of substantial outflows in short-
term speculative funds. Nevertheless, the latest position was sufficient to finance 7.9 months of retained imports and 6.4x
short-term external debt servicing.

During the year, the Net Asset Value (“NAV”) of AMFB fell by 4.83%, which was in line with the benchmark KLEMAS over
the same period. Cumulatively, AMFB’s NAV has fallen by 1.5% from inception to the end of 2005, while the KLEMAS
Index has fallen by 35.9% over the same period. The pattern of individual stock performance in 2005 was similar to that
of last year where the larger cap stocks supported the whole market, but it was tougher going last year, especially for the
smaller cap stocks. In fact, between the end of 1997 and 2005, the KL Second Board Index has plunged by more than
50% to 80.44.

The change in the Fund’s mandate has allowed the Investment Manager, Amanah SSCM Asset Management Berhad, more
options in restructuring the Fund. A direct result of this, combined with the fund manager’s ongoing efforts to restructure
the Fund, is its ability to pay a tax exempt dividend of 4.0% per ordinary share, which the Board of Directors will be
recommending for the shareholders’ approval at the Annual General Meeting for the 2005 financial year.

Last but not least, I would like to thank you for your long-standing support. We remain fully committed to achieving AMFB’s
objectives at all times.




Tan Sri Dato’ Abdul Khalid Ibrahim
Chairman




                                                               16
                                                                                              Amanah Millenia Fund Berhad (370927-A)
                                                                                   (formerly known as Amanah SmallCap Fund Berhad)




                                    INVESTMENT MANAGER’S REVIEW

STOCKMARKET REVIEW

The stock market suffered in Q4 2005 with no catalyst for any year-end rally and relatively little window dressing. The KLCI
dropped 3.0%, the KLEMAS -3.4%, the Second Board -8.0% and MESDAQ -7.9%. Total trading volume dwindled to less
than 300 mn shares a day for the most part of November and December. Factors contributing to the market’s fall were
substantial outflow of speculative funds from Malaysia after deciding that there would be no significant currency appreciation
in the near term, and poor Q3 2005 corporate earnings. During 2005, the KLCI was the second worst performing market in
the ASIAN region after China. It declined by 0.8%, while the KLEMAS Index lost 4.9%.

Bursa Securities replaced eight companies in the benchmark KLCI on a staggered basis between the end of November and
December. The companies dropped were Nikko Electronics Bhd, Tradewinds (M) Bhd, Nylex (M) Bhd, Leader Universal
Holdings Bhd, MNRB Holdings Bhd, MNI Holdings Bhd, AMDB Bhd and Selangor Dredging Bhd. The new additions
were Lion Diversified Holdings Bhd, Titan Chemicals Corp Bhd, DRB-Hicom Bhd, Lion Industries Corp Bhd, Malaysian
Plantations Bhd, Kurnia Asia Bhd, MK Land Holdings Bhd and Island & Peninsular Bhd.

Bursa Securities is studying the possibility of introducing direct market access for institutional investors in the hope of
increasing trade on the stock exchange. Direct market access would allow institutional investors to access the market
without the knowledge of their respective brokerage firms to avoid information from leaking into the market.

Stockbroking companies may now provide discretionary financing to retail clients in addition to the normal margin
financing. This new mode of financing introduced by Bursa Securities allows retailers to effectively settle their trades on
T+7 by obtaining discretionary financing from stockbroking companies for the period between T+4 and T+7. Stockbroking
companies would still settle trades with the clearing house by T+3.

Companies seeking a listing on MESDAQ must now provide a profit forecast while non-technology based but high-growth
firms must have audited operating revenues for at least three years under new guidelines on IPOs and listings. The new
guidelines, which took effect on 29 November, also require technology-based companies to already have been in operation
and possess some degree of commercialisation of the technology that had been achieved.

The Securities Commission (“SC”) announced further liberalisation to CDS account requirements to permit a wider group
of persons to hold securities on behalf of others. These persons, known as exempt authorised nominees, are also allowed
to hold the securities in omnibus CDS accounts. The liberalisation of securities account structure requirements came into
effect on 21 October.

Bank Negara Malaysia (“BNM”) raised the Overnight Policy Rate (“OPR”) by 30bps to 3.00% at the end of November, on
the back of stronger GDP growth and continued inflationary pressures. The interest rate hike was the first in more than
seven years and signalled the beginning of a monetary tightening cycle. BNM stated that following the rate increase, the
OPR remained below its neutral level and the monetary stance continued to be accommodative. Following on, banks
raised their Base Lending Rates by 25-30 bps to 6.25-6.30%. Increases in fixed deposit rates were less uniform, with hikes
of 0-50 bps, depending on tenure and amount.

BNM also announced that locally incorporated foreign banks may open four more branches within a year, beginning 1
January 2006. However, the condition is that some of the new branches must be located in rural areas, based on the ratio
of 1 in a market centre, 2 in semi-urban areas and 1 in a non-urban area.

Fitch Ratings affirmed Malaysia’s long-term foreign currency rating at ‘A-’ and the long-term local currency rating at ‘A+’. At
the same time, it also affirmed Malaysia’s short-term rating at ‘F2’ and the country ceiling at ‘A-’.

The Malaysian Ringgit weakened by 0.3% to about RM3.78/US$1.00 because of substantial capital outflows during Q4.

Highlights of the domestic corporate scene were:

•      Steel maker Ann Joo Resources Bhd proposed to make a voluntary general offer to buy the remaining 137 mn
       shares it does not own in its associate company, Malayawata Steel Bhd for RM205.4 mn or RM1.50 a share.



                                                             17
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                  INVESTMENT MANAGER’S REVIEW continued

•       Golden Hope Plantations Berhad (“Golden Hope”) clinched a contract to jointly build one of the country’s three
        bio-fuel plants with the Government. A letter of award was given to Golden Hope to build the plant in Port Klang.
        Subsequently it was reported that Golden Hope will build a second plant in Banting jointly with the Malaysian Palm
        Oil Board while another biodiesel plant will also be built in Rotterdam, Holland.

•       Kinsteel Bhd and Maju Holdings Sdn Bhd have forged a strategic alliance to create one of the largest fully integrated
        steel players in the region. Under a conditional agreement, Kinsteel Bhd will acquire 51% interest in both Perwaja
        Steel Sdn Bhd and Gurun Assets in a deal worth RM297.6 mn. Maju Holdings Sdn Bhd will meanwhile take up an
        effective substantial stake in Kinsteel Bhd, and retain 49% effective equity interest in Perwaja and Gurun Assets.

•       BNM and SC have given blanket approvals to discount house owners and universal brokers to start talks on
        mergers.

•       Gamuda Bhd will team up with Electricity Generating plc, Thailand’s second biggest private power producer, to
        develop the 450 MW Nam Theun 1 hydropower project in Laos.

•       Media Prima Bhd proposed to acquire Natseven Sdn Bhd, the owner and operator of ntv7, and two related companies
        which are the licence holder and operator of WAFM radio station, for a total of RM90 mn cash.

•       Malayan Banking Bhd, Aseambankers Malaysia Bhd and Mayban Securities Sdn Bhd entered into a Memorandum
        of Understanding with Amanah Saham Nasional Berhad (“ASNB”), a wholly owned subsidiary of Permodalan
        Nasional Bhd, for the sale of Mayban Unit Trust Berhad to ASNB.

•       The Tenaga Nasional Bhd, Khazanah Nasional Bhd, Malakoff Bhd consortium (20:40:40 respective stakes) and
        Arabian Company for Water and Power Projects Limited (“ACWA”) have been selected as the successful bidder for
        Shuaibah Phase 3 power and water project in Saudi Arabia. The Malaysian consortium and ACWA will each own
        an effective 30% interest in the project company, Shuaibah Water and Electricity Company, which has a 20-year
        take-or-pay Power & Water Purchase Agreement with the Saudi government. Construction is expected to begin in
        January 2006 with commercial operation scheduled for July 2009. Project cost is approximately US$2.5 bn and
        will be financed on an 80:20 debt-to-equity ratio. Tenaga Bhd’s investment will amount to approximately US$30
        mn while Malakoff Bhd’s investment, about US$60 mn. Tenaga Bhd and Malakoff Bhd will also hold 30% and 20%
        interest respectively in the operations and maintenance company.

•       Celcom (M) Bhd (“Celcom”) is seeking a declaration from the domestic court that an international tribunal order for
        it to pay US$193.49 mn to its former major shareholder DeTeASia Holdings GmbH be unenforceable in Malaysia,
        on the ground that the tribunal award was contrary to Malaysia’s public policy.

•       Affin Holdings Bhd and National Mutual International Pty Ltd, a wholly owned subsidiary of AXA Asia Pacific Holdings
        Limited, have entered into an agreement with Tahan Insurance Malaysia Berhad (“Tahan”) to acquire Tahan’s life
        insurance business for RM121 mn.

•       Tanjong plc is buying EDF International SA’s power generation assets in Egypt for US$307 mn. The assets include
        2 gas-fired thermal power plants each with a generating capacity of 682.5 MW and operating under a 20-year power
        purchasing agreement since 2003.

•       The Employees Provident Fund (“EPF”) bought all properties owned by hypermarket operator Giant TMC Bhd
        (“Giant”), a subsidiary of Hong Kong’s Dairy Farm International Holdings Ltd, for RM382 mn. The acquisition comes
        with a profit guarantee of RM32 mn a year. The properties comprising four hypermarkets, four supermarkets, 42
        small shoplots and hostels, and three vacant pieces of land will be leased back to Giant for the next 10-15 years.

•       YTL Corp Bhd’s Starhill Real Estate Investment Trust IPO of 29.99 mn units to retail investors was oversubscribed
        by 6.27x. The bookbuilding portion of 479.6 mn new units for institutional investors was oversubscribed by 8.8x at
        the strike price of RM1.01. The final retail price was set at 96 sen per unit, 5% discount to institutional strike. The
        IPO raised RM513 mn and was listed on 16 December.




                                                              18
                                                                                            Amanah Millenia Fund Berhad (370927-A)
                                                                                 (formerly known as Amanah SmallCap Fund Berhad)




                            INVESTMENT MANAGER’S REVIEW continued

•   Southern Bank Bhd (“SBB”) announced that BNM has not approved its proposed acquisition of Asia General
    Holdings Ltd (“AGHL”). A clarification is being sought from BNM and SBB will review alternative courses of action.
    SBB also said that the S$50 mn deposit paid for the purchase of AGHL has been refunded. In view of BNM’s
    rejection, shareholders decided to adjourn the Extraordinary General Meeting on 12 December that was to vote on
    the AGHL acquisition. CEO Tan Sri Tan Teong Hean said that SBB might pursue just the life insurance business
    of AGHL as BNM had indicated it may reconsider SBB’s acquisition proposal if it involved only the life insurance
    portion.

•   MMC Corporation Bhd (“MMC”) proposed to acquire Seaport Terminal (Johore) Sdn Bhd’s entire 51.74% stake in
    Johor Port Bhd for RM426.9 mn cash or RM2.50 a share. This will trigger a mandatory general offer (“MGO”) for the
    remaining Johor Port Bhd shares at RM2.50 a share, a 5.5% premium to its last close before the announcement.
    MMC intends to take Johor Port Bhd private after the MGO and consolidate the latter’s ports business with that of
    the Port of Tanjung Pelepas, which is majority owned by MMC.

•   Titan Chemicals Corp Bhd proposed to acquire Indonesia’s PT Petrokimia Nusantara Interindo (“PT Petrokimia”) for
    US$78 mn. PT Petrokimia manufacturers polyethylene and caters mainly to the domestic market. PT Petrokimia’s
    net assets and loss after taxation for 2004 were US$147.93 mn and US$79.35 mn respectively.

•   Newswires reported that a China-Malaysia consortium has proposed to build an aluminium smelter in Similajau,
    Sarawak and buy all of Bakun hydroelectric project’s 2,400 MW power at US$0.02 per KWh. The consortium
    members include Malaysia’s Cahya Mata Sarawak Bhd and China’s Shandong Luneng Group and Sinohydro Corp.
    Other competing parties believed to be interested in building an aluminium smelter in Sarawak include the Rio Tinto
    Group, Smelter Asia, and BHP Billiton.

•   Insurance Australia Group Ltd has agreed to acquire 30% of AmAssurance Bhd for RM193 mn from AmBank (M)
    Bhd and ABH Holdings Sdn Bhd (private vehicle of AMMB Holding Bhd’s deputy chairman Dato’ Azlan Hashim).

•   Applications service provider MCAT GEN Sdn Bhd (“MCAT”) filed a lawsuit against Celcom for RM1.6 bn for alleged
    breach of contracts. A group of MCAT directors also served a Writ of Summons on Celcom, claiming RM1.1 bn in
    libel from alleged press releases.

•   Mitsubishi Motors Malaysia is reportedly in talks with several car manufacturers, including Proton Holdings Bhd
    (“Proton”) and Sime Darby Bhd’s 51% subsidiary Inokom Corporation Sdn Bhd, on the possibility of contract-
    assembling Mitsubishi cars locally.

•   Proton is selling its 57.57% stake in MV Augusta Motors SpA (“MV Augusta”), which is involved in manufacturing
    and marketing of motorcycles and related products, to Italy’s Gevi SpA for €1.00 (RM4.48). Proton’s original cost
    of investment in MV Augusta was €70 mn (RM368 mn then) in 2004. Together with shareholder’s advances and
    financial assistance given to MV Augusta since, Proton has sunk in a total of RM504 mn.

•   Khairy Jamaluddin bought 12.99 mn shares or 3% in ECM Libra Bhd for RM9.2 mn. The shares were bought from
    ECM Libra Bhd’s Chairman Datuk Kalimullah Masheerul Hassan, CEO Lim Kian Onn and COO Chua Ming Huat.

•   Metroplex Bhd is selling the Mall shopping complex and its adjacent office building together with parking bays to the
    EPF for RM438 mn cash.

•   Ranhill Utilities Bhd’s subsidiary SAJ Holdings Sdn Bhd has agreed to restructure its 30-year water concession with
    the Johor government following a decision not to proceed with a scheduled water tariff hike in early 2006 for the
    state.

•   Maxis Communications Bhd (“Maxis”) and its Indian Joint Venture Company (“JVC”) will acquire 100% of Indian
    mobile operator Aircel Limited (“Aircel”) for US$1,080 mn, out of which US$280 mn will be in the form of cash
    injection into Aircel. Maxis’ direct stake in Aircel will be 65% and together with its indirect stake via the JVC, Maxis’
    overall effective interest will be 74%, the maximum foreign ownership permitted in Indian telecommunications
    companies. Maxis’ Indian partner in the JVC is the Chennai-based Reddy family. Aircel is the eighth largest operator
    in India with a national market share of 3.2%. In Tamil Nadu, Aircel is the leading operator with more than a 30%
    market share.



                                                           19
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                  INVESTMENT MANAGER’S REVIEW continued

ECONOMIC REVIEW

Real GDP rebounded stronger than expected to +5.3% y-o-y in Q3 2005, from a revised +4.4% in Q2 (previously estimated
at +4.1%), as both private and public consumption picked up and private investment also strengthened. The upward
revision to Q2 GDP growth was on account of greater consumption expenditure by the public sector.

                                                  Q3 2005 Balance of Payments


                            Q3 05      Q2 05      Q1 05    Q4 04    2004     2003     Remarks
 Trade Surplus                30.0       29.8      32.8     26.9    104.5    97.7
 Services A/c                 (1.6)       (2.2)    (3.4)    (2.8)    (8.7)   (15.0)   Transportation, travel & other services
 Current Transfers            (3.7)       (4.7)    (4.7)    (5.3)   (14.6)    (9.3)   Mainly foreign worker remittances
 Investment income            (5.6)       (5.0)    (3.8)    (5.9)   (24.7)   (22.6)   Investment income due to
                                                                                      non-residents

 Current a/c                  19.1       17.9      20.9     12.9     56.5    50.8
 Direct Investments           (1.6)       2.6       0.1      2.9      9.7       4.2
 Portfolio Investments        (1.1)       3.5       4.6     10.1     33.8       4.2
 Other Investments             8.7        (5.6)    (1.4)    (2.9)   (28.4)   (20.5)
 Financial A/c                 6.0        0.5       3.3     10.1     15.1    (12.1)
 Basic Balance                25.1       18.4      24.2     23.0     71.6    38.7
                                                                                      Includes exchange revaluation
 Errors & Omissions           (8.1)       (7.8)    (2.6)    14.4     11.5       0.4   gains or losses

 Overall Balance              17.0       10.6      21.6     37.4     83.1    39.1


Total approved manufacturing investment declined 35.1% q-o-q to RM6.9 bn in Q3 2005, after rising strongly by 362.4% to
RM10.7 bn in Q2. Declines were seen in both approved foreign direct investment and domestic manufacturing investment.
Cumulatively, total approved manufacturing investment rose by 58.7% y-o-y to RM19.9 bn in January-September 2005,
compared to a decline of 37.4% to RM12.5 bn in the corresponding period of 2004.

Exports grew 12.4% y-o-y in August, +7.4% September and +12.4% October with the slowdown in September due largely
to weaker demand from the US during their hurricane season. Imports slowed down from +10.4% y-o-y in August to +8.1%
in September and +8.2% October.

Industrial production grew 4.5% y-o-y in August, +5.4% September and +4.4% October with manufacturing output +5.1%,
+4.7%, +5.7%, mining -0.9%, +9.3%, -1.6%, and electricity +7.4%, +6.7%, +2.0% in the respective months.

Headline inflation was +3.4% y-o-y in September, +3.3% October and +3.5% November mainly on higher prices of
transportation, beverages & tobacco, and food. The core rate was +3.1% y-o-y in September, +3.1% October and +3.2%
November.

M1 grew 9.9% y-o-y in September, +12.6% October, +7.3% November while M2 growth was +24.2%, +19.6%, +15.9%,
and M3 +10.9%, +9.8%, +8.4% in the respective months. Total loans outstanding were higher by 9.2% y-o-y in September,
+9.3% October and +9.0% November.

Malaysia’s foreign exchange reserves slid continuously throughout the quarter, from US$80.3 bn at end-September to
US$72.0 bn in mid-December, mainly as a result of substantial outflows in short-term speculative funds. The latest position
was sufficient to finance 7.9 months of retained imports and covered 6.4x the short-term external debt of the nation.




                                                              20
                                                                                            Amanah Millenia Fund Berhad (370927-A)
                                                                                 (formerly known as Amanah SmallCap Fund Berhad)




                              INVESTMENT MANAGER’S REVIEW continued

INTERNATIONAL

In the US the Q3 2005, GDP grew at 4.1% (revised down) y-o-y compared to +3.3% (revised down) in Q2, propelled by
strong growth in private consumption which expanded at an annual rate of +4.2% (+3.9% estimate previously) compared
to +3.4% in Q2. Private investment growth which grew at +8.8% in Q3 (+6.2% estimate previously) and +8.8% in Q2,
underpinned by higher business spending on equipment & software and investment in housing also contributed to the
stronger growth rate. The twin hurricanes (Katrina & Rita) and surge in crude oil prices failed to impede economic activity
in Q3.

Non-farm productivity growth recovered strongly to an annual rate of +4.7% (revised up) in Q3, fastest growth seen since
Jan 2004, from a +2.2% (revised up) increase in Q2. Non-farm payroll increased by 108,000 in December from 305,000
(revised up) in November, suggesting the US economy remains resilient and job creation intact.

The unemployment rate decreased to 4.9% in December from 5.0% recorded in previous 3 months of November, October
and September. Initial jobless claims also decreased to 291,000 for the week ended 31 December compared to 321,000
(week ended 26 November).

The current account deficit narrowed for the second consecutive quarter since 2003 to US$195.8 bn in Q3 2005 from
US$197.8 bn (revised up) in Q2. However, the trade deficit continued to widen to a record US$68.89 bn (4.4% m-o-m) in
October from US$66.00 bn (revised up) in September, as an increase in imports of crude oil, automobiles and televisions
outweighed a rise in exports with record deficits with China, Canada and Mexico.

The Institute for Supply Management (ISM) monthly Purchasing Managers’ Manufacturing Index (PMI) slowed down for
the third consecutive months to 54.2 in December from 58.1 in November, suggesting manufacturing expansion is levelling
off after inventory restocking and reconstruction from the hurricanes spurred growth in the fourth quarter. A rebound in
consumer spending and business investment in new equipment will help drive manufacturing growth in 2006.

The National Association of Purchasing Management Index in Chicago-area, a closely watched index for clues to broader
trends in the US manufacturing sector, fell for a second month to 61.5 in December from 61.7 in November (numbers
higher than 50 signal growth). The slower pace of growth towards end Q4 after a surge following Hurricane Katrina that
pushed the index above 60 for 3 consecutive months suggests that business activities are returning to a more normal pace
after the disruption that caused backlog orders.

However, the ISM of Non-Manufacturing activity, which comprised mainly services (which covers 90% of the economy),
expanded at 59.8 in December from 58.5 in November, suggesting that rebounding consumer spending will boost growth
and neutralised impact of a potential slowdown in housing sector, one of the pillar of strength in recent years, in Q1 2006.
Industrial production rebounded to +0.7% m-o-m in November from -1.3% (revised up) in October. Capacity utilization, on
the other hand, moved in tandem to register an increase of 80.2% in November from 79.8% (revised up) in October.

The Consumer Confidence Index jumped to 103.6 in December from 98.3 in November. The University of Michigan’s Index
of Consumer Sentiment also rose to 91.5 in December from 81.6 in November.

The Federal Reserve raised its Fed funds rate further (13th consecutive increment) by another two 25 bps each to 4.25% (1
November and 13 December), reiterating that further increases would be economic data dependent and has dropped the
word “accommodative” and measured pace” in its policy statement. This latest remarks by the Fed seems to suggest that
the Fed may be close to ending their series of interest rate hikes (as reflected from US 2-yr to 10-yr yield curve reverted
from an inversion) as foremost concern on potential inflation subsided.

The Fed remains confident that the US economy will grow at a healthy rate with manageable inflation for 2006. Market
consensus forecast of US GDP growth of 3.8%-4.0% (3.0%-3.5% previous estimates) for 2005 and 3.4% - 3.6% for 2006
remains, revised up from previous quarter of a possible downgrade to 3.5% for 2005 and 3.0% for 2006 respectively.




                                                            21
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                     INVESTMENT MANAGER’S REVIEW continued

International investors continued to increase their net holdings of US financial assets (as reflected in the buoyant equity
and bond market) by a record US$106.8 bn in October compared with US$101.7 bn in September, as strong growth and
rising interest rates lured funds to the improving yield in US dollar-denominated assets. This was due to a rebound in net
purchases of US dollar-denominated assets by central banks, which was offset partially by a slowdown in net purchases
by international private investors. The rate of change in the trade deficit is outpacing the growth rate of the entire US
economy. The inflation-adjusted gap represented about 6.5% of GDP in October, up from 6.2% in the same month last
year, according to Bloomberg.

The regional markets continue to register positive returns with Korea, India, Japan leading the pack with 54%, 42.3% and
40.2% 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 the exception of China, where the Shanghai A
and B index fell 8.2% and 18.0% respectively due to overstretched valuations of the Chinese companies.

                                                                  KLEMAS Index

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INVESTMENT POLICY AND PERFORMANCE

For the Full Year 2005, the NAV of AMFB fell 4.83%, which was in line with the KLEMAS Index decline of -4.85%.

Since inception on 17 April 1997, the NAV of AMFB has decreased by 1.50%, compared to the return on the KLEMAS Index
of -35.90% over the same period.

                                               INVESTMENT PERFORMANCE SUMMARY

                                                                     Full Year 2005                                      Since Inception
 NAV                                                                      -4.83%                                              -1.50%
 KLEMAS Index                                                             -4.85%                                             -35.90%




                                                                           22
                                                                                               Amanah Millenia Fund Berhad (370927-A)
                                                                                    (formerly known as Amanah SmallCap Fund Berhad)




                                INVESTMENT MANAGER’S REVIEW continued

Shown in the chart below are the movements of the Company’s NAV, its share price, and the benchmark KLEMAS Index.

                                                     KLEMAS Index
                                                 AMFB NAV per share (sen)
                                                  AMFB Share Price (sen)


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                                   ������������                          ��������������
                                   ����������������������



The table below shows the overall allocation of the Company’s assets on 31 December 2005 compared to that on 31
December 2004.

                                                      Asset Allocation

    ASSET CLASS                                                         31 December 2005                31 December 2004
                                                                               %                               %
    Listed Equities (inc. of Warrants, TSRs, CULS, etc.)                       78.6*                              68.3
     Malaysia                                                                  63.8                               53.4
     Hong Kong                                                                   1.3                                1.0
     Singapore                                                                 13.5                               13.9


     Cash                                                                      21.4                               31.7


     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




                                                             23
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                  INVESTMENT MANAGER’S REVIEW continued

INVESTMENT OUTLOOK & STRATEGY

● We believe that the release of the 9th Malaysia Plan in April 2006 will be positive for the market as it should chart out
  what Malaysia’s “business plan” will be, especially for its manufacturing and other critical sectors in light of the rise of
  China and India.

● We believe that the presence of foreign investors who are riding on Ringgit appreciation expectations may be an event
  to be wary about. In light of rising global interest rates and therefore financing costs, shutting out their positions in the
  local bond and/or equity markets may limit any market rise.

● Any rise in the local market unsupported by the release of fresh fundamental news will be met by selling by investors
  keen to be clear of non-performers in their portfolios early in the calendar year. This is the path that we intend to
  follow.

● We take note of the fact that many jurisdictions have raised their interest rates to meet the possible onslaught of higher
  inflation. The prices of commodities, including those of crude oil and precious metals, have risen significantly within the
  last few years. Taking into account of the needs of China and India and other players (central banks, international fund
  managers), the prices of commodities are expected to remain firm.

● Following this, there is a possibility that Bank Negara Malaysia may raise local interest rates further this year to combat
  rising inflation and the risk of capital outflow.

● We are targeting our equity exposure at 75%-80%. We believe that any move by investors into the market will be
  primarily aimed at the large capitalized stocks.

● Key risks:

    ■ Over-tightening of monetary policy (local & abroad) halting economic growth momentum.
    ■ Deterioration in US ‘twin deficits’ combined with ceasing of US rate hikes leading to renewed downward pressure
      on the Dollar.
    ■ Government’s focus on growing the economy being distracted by political or other issues.
    ■ GLC restructuring’s results and/or corporate earnings not meeting expectations.
    ■ Adverse geo-political developments, especially if closer to home, e.g. southern Thailand, Indonesia.
    ■ Major outbreak of diseases such as bird flu.

● Sector and especially stock selection will be the key to the Fund’s performance.

● The change of objective to include larger capitalised shares has been timely and is beginning to bear fruit with the
  current positive performance from the larger capitalised shares that the Fund has invested in.



Amanah SSCM Asset Management Berhad
February 2006




                                                             24
                                                                                             Amanah Millenia Fund Berhad (370927-A)
                                                                                  (formerly known as Amanah SmallCap Fund Berhad)




                                              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 2005.

CHANGE OF NAME

On 18 July 2005, the Company changed its name from Amanah SmallCap Fund Berhad to Amanah Millenia Fund
Berhad.

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, 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                                                                                              20,435,516

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the
statement of changes in equity.

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

No dividend was paid or declared by the Company since the end of the previous financial year.

At the forthcoming Annual General Meeting, a first and final dividend in respect of the financial year ended 31 December
2005 of 4% (tax exempt) on 500,000,800 ordinary shares, amounting to a total dividend of RM20,000,032 (4 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 equity as an appropriation of
retained profits in the financial year ending 31 December 2006.

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
Dato’ Mohd Sallehuddin bin Othman
Datuk Khalid bin Abdul Karim
Encik Lee Siew Choong
Encik Tai Keat Chai
Puan Zaiton binti Mohd Hassan (Appointed on 16 March 2005)




                                                             25
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                             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 he is a member, or with a company in
which he 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 and warrants in the Company during the financial year were as follows:

                                                                   Number of Ordinary Shares and Warrants
                                                           1 January                                           31 December
                                                                2005          Acquired                Sold            2005
 Indirect

 Datuk Khalid bin Abdul Karim
 - Ordinary Shares of RM1 each                                  2,000                   -                 -            2,000
 - Warrants 1997/2006                                              200                  -              200                   -

Each warrant entitles the registered holder to subscribe for one new ordinary share of RM1 each in the Company at an
exercise price of RM1.00 per share, at any time before the expiry date of 6 April 2006.

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.

OTHER STATUTORY INFORMATION

(a)     Before the balance sheet and income statement 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 satisfied 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 necessary 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 liabilities of the Company misleading or inappropriate.


                                                              26
                                                                                                Amanah Millenia Fund Berhad (370927-A)
                                                                                     (formerly known as Amanah SmallCap Fund Berhad)




                                          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
16 February 2006




                                                               27
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                             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 (formerly known as Amanah SmallCap Fund Berhad), do hereby state that, in the opinion of the directors, the
accompanying financial statements set out on pages 31 to 42 are drawn up in accordance with applicable MASB Approved
Accounting Standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the
financial position of the Company as at 31 December 2005 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
16 February 2006




                                                                    28
                                                                                                   Amanah Millenia Fund Berhad (370927-A)
                                                                                        (formerly known as Amanah SmallCap Fund Berhad)




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

I, Iskander bin Ismail, being the director of Amanah SSCM Asset Management Berhad primarily responsible for the financial
management of Amanah Millenia Fund Berhad (formerly known as Amanah SmallCap Fund Berhad), do solemnly and
sincerely declare that the accompanying financial statements set out on pages 31 to 42 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 Iskander bin Ismail
at Kuala Lumpur in the Federal
Territory on 16 February 2006.                                                                     Iskander bin Ismail



Before me,




                               NO. 114 NUBE BUILDING
                              BILEK 604, PENTHOUSE,
                            JLN. TUANKU ABDUL RAHMAN
                                50100 KUALA LUMPUR




                                                               29
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                               REPORT OF THE AUDITORS
                    TO THE MEMBERS OF AMANAH MILLENIA FUND BERHAD
                                            (formerly known as Amanah SmallCap Fund Berhad)


We have audited the financial statements set out on pages 31 to 42. 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 so as to give a true and fair view of:

        (i)     the financial position of the Company as at 31 December 2005 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. 2305/05/06(J)
Chartered Accountants                                                                    Partner




Kuala Lumpur, Malaysia
16 February 2006




                                                                  30
                                                                                        Amanah Millenia Fund Berhad (370927-A)
                                                                             (formerly known as Amanah SmallCap Fund Berhad)




                                               BALANCE SHEET
                                                 as at 31 December 2005


                                                                    Note        2005                          2004
                                                                                 RM                            RM
NON-CURRENT ASSETS
Investments                                                           3      387,713,609                 308,429,213


CURRENT ASSETS

Tax recoverable                                                                  771,677                    1,085,791
Interest receivable                                                               21,398                        32,224
Dividends receivable                                                             925,035                    1,683,237
Amount due from stockbroking companies                                                    -                   514,694
Deposits with licensed financial institutions                          4      107,502,887                 161,940,118
Cash and bank balances                                                           100,146                        76,541
                                                                             109,321,143                 165,332,605
CURRENT LIABILITIES
Management fees payable                                                        1,557,059                    1,605,266
Other payables                                                                 3,151,937                      266,312
                                                                               4,708,996                    1,871,578
NET CURRENT ASSETS                                                           104,612,147                 163,461,027
                                                                             492,325,756                 471,890,240
SHAREHOLDERS’ FUNDS
Share Capital                                                         5      500,000,800                 500,000,800
Accumulated losses                                                            (7,675,044)                (28,110,560)
                                                                             492,325,756                 471,890,240
Net tangible asset per share (sen)                                    6              98.5                          94.4
Net asset value per share (sen)                                       7              98.5                        103.5




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


                                                          31
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                                  INCOME STATEMENT
                                                  for the year ended 31 December 2005


                                                                   Note                  2005           2004
                                                                                          RM             RM

 Operating income:

 Interest income                                                                         4,454,030      3,501,392
 Dividend income                                                                        16,029,324     14,306,018
 Realised gain/(loss) on sale of investments                                            31,660,420     (10,380,007)
 Provision for diminution in value of investments                                       (20,224,878)              -
                                                                                        31,918,896      7,427,403


 Expenses :

 Management fees                                                                         6,276,895      6,521,700
 Custodian expenses                                                                        142,654        149,650
 Auditors’ remuneration
 - statutory audit                                                                            9,000          9,000
 - other services                                                                             1,000          1,000
 Tax agent’s fee                                                                              3,950          3,800
 Professional fees                                                                         165,909        119,356
 Listing expenses                                                                           10,500         10,500
 Directors’ remuneration
 - fees                                                               8                     73,448         67,500
 - other emoluments                                                                         10,750          11,250
 Printing and stationery                                                                   192,383        178,890
 Communications                                                                            138,103         76,159
 Realised foreign exchange loss/(gain)                                                      24,560         (16,874)
 Unrealised foreign exchange gain                                                         (147,676)               -
 Others                                                                                     59,443         69,787
                                                                                         6,960,919      7,201,718
 Profit before taxation                                                                  24,957,977        225,685
 Taxation                                                             9                  (4,522,461)    (3,446,507)
 Net profit/(loss) for the year                                                          20,435,516      (3,220,822)
 Earning/(loss) per share (sen)                                       10                        4.1            (0.6)




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


                                                                 32
                                                                                               Amanah Millenia Fund Berhad (370927-A)
                                                                                    (formerly known as Amanah SmallCap Fund Berhad)




                                  STATEMENT OF CHANGES IN EQUITY
                                              for the year ended 31 December 2005


                                                            Share                   Accumulated
                                                            capital                    losses                        Total
                                                             RM                          RM                           RM


At 1 January 2004                                          500,000,800                (14,889,722)                   485,111,078
Net loss for the year                                                    -              (3,220,822)                  (3,220,822)
Dividends (Note 12)                                                      -            (10,000,016)                  (10,000,016)
At 31 December 2004                                        500,000,800                (28,110,560)                  471,890,240


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




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


                                                              33
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                                  CASH FLOW STATEMENT
                                                   for the year ended 31 December 2005


                                                                                             2005           2004
                                                                                              RM             RM
 CASH FLOWS FROM OPERATING ACTIVITIES

 Interest received                                                                          4,464,855      3,675,925
 Dividend received                                                                        13,632,237      10,384,781
 Management fees paid                                                                      (6,365,102)    (6,601,911)
 Listing expenses paid                                                                        (10,500)       (10,500)
 Other operating expenses paid                                                               (592,436)      (467,283)
 Cash generated from operations                                                            11,129,054      6,981,012
 Taxes paid                                                                                (1,053,059)      (735,931)
 Net cash generated from operating activities                                             10,075,995       6,245,081

 CASH FLOWS FROM INVESTING ACTIVITIES

 Proceeds from sales of investments                                                       96,299,799      83,069,388
 Purchase of investments                                                                 (160,789,420)   (29,361,881)
 Net cash (used in)/generated from investing activities                                   (64,489,621)    53,707,507


 CASH FLOWS FROM FINANCING ACTIVITY


 Dividends paid, representing net cash used in financing
    activity                                                                                             (10,000,016)
                                                                                                    -

 NET (DECREASE)/INCREASE IN CASH
   AND CASH EQUIVALENTS                                                                   (54,413,626)    49,952,572
 CASH AND CASH EQUIVALENTS AT
   BEGINNING OF YEAR                                                                     162,016,659     112,064,087
 CASH AND CASH EQUIVALENTS AT END OF YEAR                                                107,603,033     162,016,659


 Cash and cash equivalents comprise:


 Cash and bank balances                                                                      100,146         76,541
 Deposits with licensed financial institutions                                            107,502,887     161,940,118
                                                                                         107,603,033     162,016,659




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



                                                                  34
                                                                                                 Amanah Millenia Fund Berhad (370927-A)
                                                                                      (formerly known as Amanah SmallCap Fund Berhad)




                            NOTES TO THE FINANCIAL STATEMENTS
                                              for the year ended 31 December 2005


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, 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.

     There were no employees in the Company for the financial year ended 31 December 2005 (2004: Nil). All operating
     and administrative functions are performed by personnel of the Investment Manager.

     The financial statements are expressed in Ringgit Malaysia.

     The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
     directors on 16 February 2006.

2.   SIGNIFICANT ACCOUNTING POLICIES

     (a)    Basis of Preparation

            The financial statements of the Company have been prepared under the historical cost convention and comply
            with the provisions of the Companies Act, 1965 and applicable MASB Approved Accounting Standards in
            Malaysia.

     (b)    Revenue Recognition

            Revenue is recognised when it is probable that the economic benefits associated with the transaction will
            flow to the enterprise and the amount of 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 Currency Transactions

            Transactions in foreign currencies are initially recorded in Ringgit Malaysia at rates of exchange ruling at
            the date of the transaction. At each balance sheet date, foreign currency monetary items are translated into
            Ringgit Malaysia at exchange rates ruling at that date. All exchange differences are taken to the income
            statement.

            The principal exchange rates used for each respective unit of foreign currency ruling at the balance sheet
            date are as follows:
                                                                                    2005                            2004
                                                                                     RM                              RM
            Singapore Dollars                                                       2.271                           2.320
            Hong Kong Dollars                                                       0.490                           0.489



                                                             35
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                             NOTES TO THE FINANCIAL STATEMENTS continued
                                                    for the year ended 31 December 2005


2.      SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

        (d)     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 the income statement.

        (e)     Receivables

                Receivables are carried at anticipated realisable 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.

        (f)     Payables

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

        (g)     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.

        (h)     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, on temporary differences at the balance sheet date
                between the tax bases of assets and liabilities and their carrying amounts in the financial statements. 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 the initial recognition of an asset or liability which 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 in the income statement, 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.

        (i)     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 which have an insignificant risk of changes in value.




                                                                   36
                                                                                                   Amanah Millenia Fund Berhad (370927-A)
                                                                                        (formerly known as Amanah SmallCap Fund Berhad)




                           NOTES TO THE FINANCIAL STATEMENTS continued
                                                  for the year ended 31 December 2005


2.   SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

     (j)       Impairment of Assets

               At each balance sheet date, the Company reviews the carrying amounts of its assets to determine whether
               there is any indication of impairment. If any such indication exists, impairment is measured by comparing the
               carrying values of the assets with their recoverable amounts. Recoverable amount is the higher of net selling
               price and value in use, which is measured by reference to discounted future cash flows.

               An impairment loss is recognised as an expense in the income statement immediately, unless the asset is
               carried at revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to
               the extent of any unutilised previously recognised revaluation surplus for the same asset.

     (k)       Financial Instruments

               Financial instruments are recognised in the balance sheet when the Company has become a party to the
               contractual provisions of the instrument. The accounting policies on recognition and measurement of these
               items are disclosed in their respective accounting policies.

               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.

3.   INVESTMENTS
                                                                                           2005                          2004
                                                                                            RM                            RM


     Quoted shares in Malaysia, at cost                                                 352,241,258                 237,148,037
     Quoted shares outside Malaysia, at cost                                             55,697,229                   70,935,676
     Quoted fixed income securities, at cost                                                         -                    345,500
                                                                                        407,938,487                 308,429,213
     Less: Provision for diminution in value                                            (20,224,878)                              -
                                                                                        387,713,609                 308,429,213
     Market value:
     Quoted shares in Malaysia                                                          314,929,909                 276,354,133
     Quoted shares outside Malaysia                                                      72,783,700                   77,595,092
     Quoted fixed income securities in Malaysia                                                      -                    286,765
                                                                                        387,713,609                 354,235,990

4.   DEPOSITS WITH LICENSED FINANCIAL INSTITUTIONS
                                                                                           2005                          2004
                                                                                            RM                            RM

     Deposits with:
           - Licensed banks                                                              59,033,500                  87,193,938
           - Licensed discount house                                                     48,469,387                  74,746,180
                                                                                        107,502,887                 161,940,118



                                                                 37
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                             NOTES TO THE FINANCIAL STATEMENTS continued
                                                  for the year ended 31 December 2005


4.      DEPOSITS WITH LICENSED FINANCIAL INSTITUTIONS (CONT’D)

       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
                                                        2005                     2004                 2005             2004
                                                          %                        %                  Days             Days
         Licensed banks                                  2.85                    2.64                  5                5
         Licensed discount house                         2.85                    2.62                  5                4

5.      SHARE CAPITAL

                                                         Number of Ordinary
                                                         Shares of RM1 Each                                  Amount
                                                        2005                     2004                 2005             2004
                                                                                                       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/
        31 December                               500,000,800            500,000,800           500,000,800      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 Bursa Securities. 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.

       No warrants were exercised during the financial year. The remaining unexercised warrants as at 31 December 2005
       were 99,999,200 (2004: 99,999,200).

6.      NET TANGIBLE ASSET PER SHARE

                                                                                            2005                      2004
                                                                                             RM                        RM
        Net tangible asset                                                              492,325,756            471,890,240
       Number of ordinary shares of RM1
        each, issued and fully paid                                                     500,000,800            500,000,800

       Net tangible asset per share (sen)                                                      98.5                     94.4



                                                                 38
                                                                                                 Amanah Millenia Fund Berhad (370927-A)
                                                                                      (formerly known as Amanah SmallCap Fund Berhad)




                        NOTES TO THE FINANCIAL STATEMENTS continued
                                               for the year ended 31 December 2005


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.

                                                                                         2005                          2004
                                                                                          RM                            RM


     Net asset value                                                                 492,325,756                 517,697,017
     Number of ordinary shares of RM1
      each, issued and fully paid                                                    500,000,800                 500,000,800
     Net asset value per share (sen)                                                         98.5                        103.5

8.   DIRECTORS’ REMUNERATION

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

9.   TAXATION

                                                                                         2005                          2004
                                                                                          RM                            RM


     Current year’s provision                                                          4,558,045                    3,469,000
     Over provided in prior years                                                        (35,584)                     (22,493)
                                                                                       4,522,461                    3,446,507

     Income tax is calculated at the Malaysian statutory tax rate of 28% (2004: 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:

                                                                                         2005                          2004
                                                                                          RM                            RM
     Profit before taxation                                                           24,957,977                       225,685


     Taxation at Malaysian statutory rate of 28% (2004: 28%)                           6,988,234                       63,192
     Effect of income not subject to tax under Section 60H
       of the Income Tax Act, 1967                                                     (823,823)                     (501,463)
     Effect of tax exempt dividends                                                    (500,822)                     (678,951)
     Effect of (gain)/loss on sale of investments not
       (taxable)/deductible for tax purposes                                          (8,858,041)                  2,906,402
     Effect of expenses not deductible for tax purposes
       under Section 60H of the Income Tax Act, 1967                                   7,752,497                   1,679,820
     Over provided in prior years                                                        (35,584)                     (22,493)
     Tax expense for the year                                                          4,522,461                   3,446,507




                                                              39
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                             NOTES TO THE FINANCIAL STATEMENTS continued
                                                  for the year ended 31 December 2005


10.     EARNINGS/(LOSS)PER SHARE

       (a)      Basic earnings/(loss) per share is calculated based on the net profit for the year of RM20,435,516 (2004:
                Loss after taxation of RM3,220,822) over the number of ordinary shares in issue during the financial year of
                500,000,800 (2004: 500,000,800).

       (b)      For the current and 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 is not included in the computation
                of diluted earnings per share as the assumed conversion is considered anti-dilutive.

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

11.     SIGNIFICANT RELATED PARTY DISCLOSURES

                                                                                           2005                     2004
                                                                                            RM                       RM
       Significant transactions with related parties
       Fund management fees paid/payable to the Investment Manager                       6,276,895               6,521,700
       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                          -              1,813,797

       Significant balances due to related party
             Amount due to the Investment Manager                                        1,557,059               1,605,266
       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               74,756,911

       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
                                                        2005                     2004                 2005            2004
                                                         RM                       RM                  Sen             Sen


       First and final tax exempt dividend of
       2% on 500,000,800 ordinary shares,
       paid on 11 June 2004                                     -         10,000,016                         -             2.0

        No dividend was paid or declared by the Company since the end of the previous financial year.

       At the forthcoming Annual General Meeting, a first and final dividend in respect of the financial year ended 31
       December 2005 of 4% (tax exempt) on 500,000,800 ordinary shares, amounting to a total dividend of RM20,000,032
       (4 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 equity
       as an appropriation of retained profits in the financial year ending 31 December 2006.



                                                                 40
                                                                                                 Amanah Millenia Fund Berhad (370927-A)
                                                                                      (formerly known as Amanah SmallCap Fund Berhad)




                              NOTES TO THE FINANCIAL STATEMENTS
                                                for the year ended 31 December 2005


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.




                                                               41
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                             NOTES TO THE FINANCIAL STATEMENTS continued
                                                  for the year ended 31 December 2005


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 2004:

                                                                                                      2004
                                                                                        Carrying Amount      Fair Value
                                                                                               RM               RM
                Financial Assets
                Investments                                                                  308,429,213       354,235,990

                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.




                                                                 42
                                                                                          Amanah Millenia Fund Berhad (370927-A)
                                                                               (formerly known as Amanah SmallCap Fund Berhad)




                                   INVESTMENT PORTFOLIO continued
                                                  As at 31 December 2005

Company & Activity                                                           Size of           Cost of        Market Value
                                                                           Holdings           Holdings         of Holdings
                                                                                ‘000               RM                  RM
      MALAYSIA
1     AIC Corporation Berhad                                                  1,337          4,000,951            1,597,320
      Its subsidiaries manufacture semiconductor devices and
      plastic / metal mouldings and parts.
2     AMMB Holdings Berhad                                                    5,856         15,004,472           13,880,616
      A financial services group.
3     AmcorpGroup Berhad                                                      3,786          4,187,903            3,710,574
      Trading and developing properties, and providing
      financial services.
4     Asia File Corporation Berhad                                              495          2,254,354            2,576,080
      Manufactures, supplies, trades, imports and exports
      stationery products.
5     Astro All Asia Network Plc.                                             1,574          8,520,685            8,266,125
      Provides Direct to Home satellite TV and Radio services.
6     Boustead Holdings Berhad                                                1,156          2,720,023            2,046,120
      An investment holding company. Its subsidiaries, operates in
      property investment and development. Also invest in rubber and
      palm oil.
7     Boustead Properties Berhad                                              1,450          6,376,568            4,408,000
      An investment holding company. Its subsidiaries, operates in
      property investment and development.
8     Crest Builder Holdings Berhad                                           1,084          1,716,996               836,880
      An investment holding company. Its subsidiaries provides
      construction, land and property investments.
9     Dialog Group Berhad                                                    11,248          6,029,381            4,836,683
      An investment holding company. Its subsidiaries, provides
      engineering, procurement, construction and commissioning for
      the oil & gas industry.
10    Dreamgate Corporation Berhad                                            4,574          7,865,895            5,581,012
      An investment holding company whose subsidiaries provide
      technical and management services to gaming establishments,
      clubs and resorts.
11    DRB-HICOM Berhad                                                        7,767         12,238,645            9,243,444
      An investment holding company. Its subsidiaries, provide
      automotive, waste management and property development
      services.
12    ECM Libra Berhad                                                          949          1,994,580               721,848
      An investment holding company. Through its subsidiaries, the
      company provides investment banking and securities related
      business services.
13    Edaran Otomobil Nasional Berhad                                         2,877         10,849,086            8,633,700
      Distributes and provides automotive services.
14    Gamuda Berhad                                                           1,671          4,467,437            5,315,370
      Construction, toll road and property development.
15    Guinness Anchor Berhad                                                    459          2,114,239            2,616,300
      Produces, markets and distributes beer, stout and other non-
      alcoholic drinks.
16    Hong Leong Industries Berhad                                            1,423          5,849,313            4,254,770
      Is an investment holding company. Its subsidiaries manufactures
      and distributes ceramic tiles.

      TOTAL – MALAYSIA THIS PAGE                                                            96,190,528           78,524,842



                                                            43
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                          INVESTMENT PORTFOLIO continued
                                                      As at 31 December 2005

Company & Activity                                                               Size of      Cost of    Market Value
                                                                               Holdings      Holdings     of Holdings
                                                                                    ‘000          RM              RM
        MALAYSIA
17      KFC Holdings (Malaysia) Berhad                                            2,284      8,395,841      9,366,450
        Its subsidiaries manage and operate Kentucky Fried Chicken and
        Pizza Hut restaurant chains, and are involved in poultry and food-
        related businesses.
18      Kian Joo Can Factory Berhad                                               4,700     11,970,208     14,194,000
        Manufactures tin cans, aluminium beverage cans, polyethelene
        terephalate products, and corrugated fiberboard cartons.
19      Kumpulan Jetson Berhad                                                    1,878    11,288,928       1,314,600
        Operates as design and build turnkey contractor for civil
        construction works, general building projects, interior, renovation
        and restoration projects.
20      Kumpulan Perangsang Selangor Berhad                                     4,144.6      7,045,820      2,093,023
        Involved in water-related infrastructure and utilities businesses
        via its associated companies, and property development.
21      Lingkaran Trans Kota Holdings Berhad                                      5,064     13,994,884     14,331,120
        The concessionaire to build, operate and transfer the Lebuhraya
        Damansara-Puchong.
22      MAA Holdings Berhad                                                       2,369      8,024,502      7,391,280
        A composite insurance company.
23      Malaysian Bulk Carriers Berhad                                              828      1,292,691      1,739,010
        Its subsidiaries own operating vessels and provide sea
        transportation services.
24      Malaysian Airline System Berhad                                             747      2,381,461      2,122,332
        Provides passenger and air cargo transportation services
25      Malaysian National Reinsurance Berhad                                     1,552      8,689,890      5,990,720
        Engaged principally in the underwriting of all classes of general
        reinsurance business.
26      Malaysian Oxygen Berhad                                                     617      5,650,491      7,465,700
        Manufactures industrial gases, medical gases and special gases.
        It also distributes welding and medical equipments.
27      Malaysian Pacific Industries Berhad                                          173      1,094,275      1,721,350
        Its subsidiaries manufacture integrated circuits, semi-conductor
        devices, electronic components and leadframes.
28      MTD Capital Berhad                                                        2,522     10,092,077      4,792,750
        A contractor and toll concession holder.
29      Protasco Berhad                                                           1,475      1,983,787      1,076,823
        Provides road construction, rehabilitation and maintenance
        services.
30      Petronas Gas Berhad                                                         585      4,870,813      5,440,500
        Supplies Liquified Natural Gas and also does gas exploration.
31      Public Bank Berhad                                                        1,878      4,336,242     12,303,415
        Provides commercial banking and other related financial
        services.
32      Puncak Niaga Holdings Berhad                                              4,623     12,275,821     11,511,768
        An investment holding company. Through its subsidiaries it
        operates, manages and undertakes the rehabilitation of water
        treatment facilities.

        TOTAL – MALAYSIA THIS PAGE                                                         113,387,731    102,854,841




                                                               44
                                                                                            Amanah Millenia Fund Berhad (370927-A)
                                                                                 (formerly known as Amanah SmallCap Fund Berhad)




                                    INVESTMENT PORTFOLIO continued
                                                    As at 31 December 2005

Company & Activity                                                             Size of           Cost of        Market Value
                                                                             Holdings           Holdings         of Holdings
                                                                                  ‘000               RM                  RM
      MALAYSIA
33    Prinsiptek Corporation Berhad                                             1,799          4,538,788            3,233,216
      An investment holding company. Its subsidiaries operate as a
      prestressing and specialist construction contractor.
34    Proton Holdings Berhad                                                    2,317         15,366,545           15,179,625
      Manufactures and distributes automobile
35    Road Builder M. Holdings Berhad                                           1,075          3,353,501            1,495,223
      A civil contractor and property developer with stakes in toll road
      and port privatisation.
36    Selangor Properties Berhad                                                3,167          7,800,213            7,822,490
      Develops and invests in properties.
37    Symphony House Berhad                                                    18,853         12,765,946            5,561,753
      An investment holding company. Subsidiaries are involved in
      providing application software, and corporate services as share
      registration, secretarial services and accounting services.
38    Tanjong PLC                                                               1,338          4,968,643           19,401,000
      Subsidiaries conduct and manage numbers forecast betting and
      horse racing business. It is also an independent power producer.
39    Tenaga Nasional Berhad                                                    2,677         25,978,976           26,505,270
      Produces and supplies electricity supplies to consumers and
      industries.
40    Telekom (M) Berhad                                                        3,093         29,746,714           29,542,925
      Provides telecommunication services. Its subsidiaries provide
      mobile and other telecommunication services.
41    The New Straits Times Press Berhad                                        1,160          4,150,970            2,843,225
      Publishes and sells newspapers.
42    Tradewinds Corporation Berhad                                             3,502          8,272,579            2,083,690
      An investment holding company. Through its subsidiaries,
      conducts operations in hotel, plantation and hotel management
      services.
43    Unisem (M) Berhad                                                           543          1,078,345               754,770
      Manufactures semiconductor devices.
44    Worldwide Holdings Berhad                                                   373          1,216,539               687,608
      Investment holding company, through its subsidiaries it is involved
      in properties, waste management and related services.
45    WTK Holdings Berhad                                                       1,177          9,148,671            4,050,600
      Engaged principally in integrated timber operations which include
      logging and manufacturing of plywood.
46    Wah Seong Corporation Berhad                                              5,277         10,562,421           10,396,478
      An investment holding company. Through its subsidiaries provides
      pipe-coating services, manufactures spiral welded steel pipes.
47    YTL Power International Berhad                                            1,782          3,714,126            3,992,352
      Independent Power Producer.

      TOTAL – MALAYSIA THIS PAGE                                                            142,662,977          133,550,225


      GRAND TOTAL FOR SHARES IN MALAYSIA                                                    352,241,257          314,929,908




                                                             45
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                          INVESTMENT PORTFOLIO continued
                                                   As at 31 December 2005

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    5,736,767      2,474,750
        Sole distributor of Fuji photographic and medical products in
        Hong Kong SAR and China.
2       Shaw Brothers (Hong Kong) Ltd                                            867    2,711,177      3,930,479
        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                                                 8,447,944      6,405,229




                                                            46
                                                                                            Amanah Millenia Fund Berhad (370927-A)
                                                                                 (formerly known as Amanah SmallCap Fund Berhad)




                                    INVESTMENT PORTFOLIO continued
                                                    As at 31 December 2005

Company & Activity                                                             Size of           Cost of        Market Value
                                                                             Holdings           Holdings         of Holdings
                                                                                  ‘000               RM                  RM
      SHARES IN SINGAPORE
1     Darco Water Technologies Limited                                          2,943          3,226,559            1,904,812
      Provides water systems for industrial applications.
2     Eucon Holding Limited                                                     4,300          1,939,086            1,269,489
      Provides mechanical and laser drilling, as well as routing services
      to printed circuit board manufacturers.
3     Global Voice Group Ltd                                                   16,000          3,823,537            7,085,520
      It owns and operates secure optical fiber networks. The group
      also provides storage solutions.
4     Hong Leong Finance Limited                                                  378          1,556,675            3,107,545
      Provides depository and financial services.
5     IDT Holdings (S) Limited                                                  1,250          3,908,441            2,980,687
      Develops, produces and markets a range of liquid crystal display-
      based consumer electronic products.
6     Ionics EMS Inc                                                            7,950         10,484,785               812,450
      Provides electronic manufacturing services to original
      equipment manufacturers (OEMs) in the computer peripherals,
      telecommunications, automotive, consumer electronics, and
      computer motherboard industries.
7     Jurong Technologies Industrial Corporation Limited                        3,197          1,941,022           13,141,300
      Provides electronics contact manufacturing services to OEMs in
      the computer peripherals, networking, and telecommunication
      sectors.
8     KS Energy Services Limited                                                1,069            774,295            4,665,193
      Sources and distributes oil and gas equipment, general hardware,
      hydraulic equipment, instrumentation, spares and parts.
9     Semitech Electronics Limited                                             10,000          4,668,238            1,135,500
      Manufactures 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.
10    Singapore Computer Systems Limited                                        1,200          6,790,126            1,853,136
      Provides IT consulting, systems integration and development,
      project implementation, facilities management, system support
      and software development services.
11    TPV Technology Limited                                                    2,854          1,677,378           10,629,551
      Manufactures, designs, and sells a wide range of CRT-based and
      LCD-based computer monitors. It also assembles and distributes
      colour scanners.
12    Trek 2000 International Limited                                           1,000          1,532,529            1,169,565
      Provides digital compression based technology system solutions
      as well as customised engineering solutions.
13    Unisteel Technology Limited                                               4,000          4,926,610           16,623,720
      Manufactures precision fasteners for the hard disk drive,
      telecommunication, computer, consumer electronics, and
      transportation industries.


      TOTAL – SHARES IN SINGAPORE                                                             47,249,285           66,378,471


      GRAND TOTAL FOR ALL INVESTMENTS                                                       407,938,487          387,713,609




                                                             47
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                                  ABOUT YOUR COMPANY

THE COMPANY

Amanah Millenia Fund Berhad (formerly known as Amanah SmallCap 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.

The Company’s warrants give holders the right to subscribe for one ordinary share at a price of RM1.00 any time before 5
p.m. on 6 April 2006.

At their meeting on 14 November 2005, the Board of Directors of Amanah Millenia Fund Berhad resolved not to seek
further extension of the Amanah Millenia Fund Berhad Warrants, which will expire on 6 April 2006. The requisite notice to
the Warrants holders on the expiry of the Warrants and final exercise thereof will be issued and circulated at an appropriate
time.


INFORMATION FOR SHAREHOLDERS

The Company’s shares and warrants are listed on Bursa Securities. The prices of the shares and warrants 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 2005 amounted to 341 trades with total
brokerage paid of RM761,854.66.


SHAREHOLDINGS INFORMATION

The Investment Manager, the family members of the 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 (formerly known as Malaysian
Share Registration Services Sdn. Bhd.).




                                                              48
                                                                                             Amanah Millenia Fund Berhad (370927-A)
                                                                                  (formerly known as Amanah SmallCap Fund Berhad)




                                    ANALYSIS OF SHAREHOLDINGS
                                                    As at 8 February 2006


ANALYSIS OF SHAREHOLDINGS

 Size of holdings                                                 Holders                               Holdings
                                                         No.                  %                  No.                   %
 Less than 100                                              10                 0.03                 216                 0.00
 100 to 1,000                                           19,180                58.21          19,152,027                 3.83
 1,001 to 10,000                                        12,649                38.39          45,250,277                 9.05
 10,001 to 100,000                                       1,013                 3.07          26,795,550                 5.36
 100,001 to less than 5% of issued shares                   97                 0.29         185,902,250                37.18
 5% and above of issued shares                               4                 0.01         222,900,480                44.58
 Total                                                  32,953               100.00         500,000,800              100.00

 Classification of shareholders                                    Holders                               Holdings
                                                         No.                  %                  No.                   %
 Individuals                                            32,182                97.66          95,589,010                19.12
 Banks/Finance Companies                                     9                 0.03         160,040,280                32.01
 Investment Trusts                                          10                 0.03             148,000                 0.03
 Industrial/Commercial Companies                           131                 0.40          26,590,700                 5.32
 Government Agencies/Institutions                            1                 0.00                  10                 0.00
 Nominee Companies                                         620                 1.88         217,632,800                43.52
 Other                                                       0                 0.00                   0                 0.00
 Total                                                  32,953               100.00         500,000,800              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                         100,000,000                20.0
 Employees Provident Fund Board                      50,000,080                10.0
 Citigroup Nominees (Asing) Sdn. Bhd.                                                         36,526,400                7.31
 [Mellon Bank, N.A. For the Investable Emerging
 Markets Country Fund]
 Citigroup Nominees (Asing) Sdn. Bhd.                                                         36,374,000                7.27
 [Mellon Bank, N.A. For the Emerging Markets
 Country Fund]


30 LARGEST ACCOUNT HOLDERS

Name of shareholders                                                                        Shareholdings                  %

1.       Permodalan Nasional Berhad                                                           100,000,000              20.00
2.       Employees Provident Fund Board                                                         50,000,080             10.00
3.       Citigroup Nominees (Asing) Sdn. Bhd.
         [Mellon Bank, N.A. For the Investable Emerging Markets Country Fund]                   36,526,400              7.31
4.       Citigroup Nominees (Asing) Sdn. Bhd.                                                   36,374,000              7.27
5.       HSBC Nominees (Asing) Sdn. Bhd. [RBC (CI) for Overseas
         Asset Management]                                                                      21,558,500              4.31
6.       Citigroup Nominees (Asing) Sdn. Bhd. [Bears Stearns Securities Corp
         for the Carrousel Fund Limited]                                                        20,886,900              4.18
7.       Citigroup Nominees (Asing) Sdn. Bhd. [Bears Stearns Securities Corp
         for Bear Stearns International Limited (BSIL)]                                         10,290,400              2.06



                                                            49
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                    ANALYSIS OF SHAREHOLDINGS continued
                                                     As at 8 February 2006


 Name of shareholders                                                                   Shareholdings           %

 8.      Kumpulan Wang Amanah Pencen                                                      10,000,000         2.00
 9.      Citigroup Nominees (Asing) Sdn. Bhd. [Mellon Bank, N.A.
         For the Emerging World Fund]                                                         9,275,200      1.86
 10.     Malaysian Assurance Alliance Berhad [As Beneficial Owner]                             7,944,000      1.59
 11.     Cartaban Nominees (Asing) Sdn. Bhd. [SSBT Fund SD 89
         for Government of the Province of Alberta]                                           7,184,400      1.44
 12.     Cartaban Nominees (Asing) Sdn. Bhd. [Credit Suisse First Boston
         (Europe) Ltd for Value Catalyst Fund Ltd                                             7,077,740      1.42
 13.     Citigroup Nominees (Asing) Sdn. Bhd. [Mellon Bank, N.A.
         For GFM Emerging Markets Country Fund]                                               6,640,400      1.33
 14.     Tay Kia Hong & Sons Sdn. Bhd.                                                        6,000,000      1.20
 15.     HSBC Nominees (Asing) Sdn. Bhd. [Exempt an
         for Credit Suisse (SG-BR-TST-Asing)                                                  6,000,000      1.20
 16.     DB (Malaysia) Nominee (Asing) Sdn. Bhd. [Deutsche Bank AG London
         For QVT Fund LP]                                                                     5,492,285      1.10
 17.     Cartaban Nominees (Asing) Sdn. Bhd. [Credit Suisse For LP Value Limited              5,294,280      1.06
 18.     Cartaban Nominees (Asing) Sdn. Bhd. [Credit Suisse
         For Laxey Investors Limited]                                                         4,416,800      0.88
 19.     RHB Nomiees (Asing) Sdn. Bhd. [Sarasin-Rabo Nominees
         (Singapore) Pte Ltd For Rabobank (Switzerland) AG]                                   4,383,800      0.88
 20.     Mayban Nominees (Asing) Sdn. Bhd. [DBS Bank
         for Lilaram Bharvani Rajan]                                                          4,145,200      0.83

 21.     Tokio Marine Insurans (Malaysia) Berhad                                              4,088,000      0.82
 22.     Daiman Development Berhad                                                            4,000,000      0.80
 23.     Cartaban Nominees (Asing) Sdn. Bhd. [Credit Suisse Laxey Investors LP]               3,922,400      0.78
 24.     Citigroup Nominees (Asing) Sdn. Bhd. [Bears Stearns Securities Corp
         for the Carrousel Fund II Ltd]                                                       3,723,600      0.74
 25.     Mayban Nominees (Tempatan) Sdn. Bhd.
         [Mayban Life Assurance Berhad (Non-Par Fund)]                                        3,600,000      0.72
 26.     Cartaban Nominees (Asing) Sdn. Bhd. [Credit Suisse For National Bank of
         Canada]                                                                              3,093,980      0.62
 27.     Citigroup Nominees (Asing) Sdn. Bhd. [Mellon Bank, N.A.
         For Emerging (Free) Markets Country Fund]                                            3,044,400      0.61
 28.     Mayban Nominees (Tempatan) Sdn. Bhd.
         [Mayban Life Assurance Berhad (Par Fund)]                                            1,400,000      0.28
 29.     Cartaban Nominees (Asing) Sdn. Bhd. [Credit Suisse
         for Metage Special Emerging Markets Fund]                                            1,145,000      0.23
 30.     Universal Trustee (Malaysia) Berhad [KL City Smallcap Fund]                          1,100,000      0.22

                                                                                         388,607,765        77.74


Directors’ Interest

There has been no change as at 8 February 2006 as set out on page 26 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.


                                                             50
                                                                                               Amanah Millenia Fund Berhad (370927-A)
                                                                                    (formerly known as Amanah SmallCap Fund Berhad)




                                 ANALYSIS OF WARRANT HOLDINGS
                                                   As at 8 February 2006


ANALYSIS OF WARRANT HOLDINGS

Size of holdings                                                 Holders                                  Holdings
                                                        No.                  %                     No.                   %
Less than 100                                               9                0.04                     304               0.00
100 to 1,000                                           15,784               75.56               7,578,796               7.58
1,001 to 10,000                                         4,298               20.57              14,345,500              14.34
10,001 to 100,000                                         676                3.24              21,316,600              21.32
100,001 to less than 5% of warrant holdings               123                0.59              56,758,000              56.76
5% and above of warrant holdings                            0                0.00                       0               0.00
Total                                                  20,890              100.00              99,999,200             100.00

Classification of warrantholders                                  Holders                                  Holdings
                                                        No.                  %                     No.                   %
Individuals                                            20,024               95.86              71,020,895              71.02
Banks/Finance Companies                                     3                0.01                 172,000               0.17
Investment Trusts                                           7                0.03                  15,800               0.02
Industrial/Commercial Companies                            47                0.23                 416,900               0.42
Government Agencies/Institutions                            2                0.01                 235,205               0.23
Nominee Companies                                         807                3.86              28,138,400              28.14
Other                                                       0                0.00                       0               0.00
Total                                                  20,890              100.00              99,999,200             100.00


30 LARGEST ACCOUNT HOLDERS

Name of warrantholders                                                                       Warrantholdings               %

1.      RHB Nominees (Asing) Sdn. Bhd.[Artradis Barracuda Fund                                     4,199,000             4.20
2.      Cimsec Nominees (Asing) Sdn. Bhd.
        [Exempt an For CIMB-GK Securities Pt Ltd (Retail Clients)                                  3,802,200             3.80
3.      Mayban Nominees (Tempatan) Sdn. Bhd.
        [Pledged Securities Account For Chung Teik Keong ]                                         2,895,600             2.90
4.      Tan Chee Koon                                                                              2,744,800             2.74
5.      Ng Eng Howe                                                                                2,540,200             2.54
6.      Am Nominees (Tempatan) Sdn. Bhd. [Pertubuhan Keselamatan Sosial]                           2,468,700             2.47
7.      Ke-Zan Nominees (Asing) Sdn. Bhd.
        [Kim Eng Securities Pte. Ltd. For Cheong Heng Lim]                                         1,633,000             1.63
8.      Chong Siew Lan                                                                             1,471,000             1.47
9.      HSBC Nominees (Asing) Sdn. Bhd. [Exempt an
        For Credit Suisse (SG BR-TST-Asing)                                                        1,200,000             1.20
10.     SJ SEC Nominees (Tempatan) Sdn. Bhd.
        [Pledged Securities Account For Kevin Wong Kee Peng (SMT)]                                 1,110,000              1.11
11.     Ong Lang Sing                                                                                840,200             0.84
12.     Teo Hock Guan                                                                                796,400             0.80
13.     Mayban Securities Nominees (Tempatan) Sdn. Bhd.
        [Pledged Securities Account for See Siew Foon (REM 830)]                                     748,300             0.75
14.     Chua Kok Yong                                                                                746,000             0.75
15.     Ma Chay Hong                                                                                 700,000             0.70
16.     Ong Hock Lye                                                                                 676,000             0.68




                                                           51
Amanah Millenia Fund Berhad (370927-A)
(formerly known as Amanah SmallCap Fund Berhad)




                                 ANALYSIS OF WARRANT HOLDINGS continued
                                                        As at 8 February 2006


 Name of warrantholders                                                                     Warrantholdings             %

 17.     Chong Soo Lim                                                                             670,000             0.67
 18.     Abdul Aziz bin Mohd Hassan                                                                651,900             0.65
 19.     Teh Bee Lee                                                                               649,200             0.65
 20.     Yap Yok Foo                                                                               632,000             0.63
 21.     RHB Capital Nominees (Tempatan) Sdn. Bhd.
         [Pledged Securities Account for Hiew Kat Kee]                                             600,000             0.60
 22.     Poh Sim Tart                                                                              600,000             0.60
 23.     Mayban Nominees (Tempatan) Sdn. Bhd.
         [Mayban Life Assurance Berhad (Non-Par Fund)                                              600,000             0.60
 24.     Lee Soon Long                                                                             580,000             0.58
 25.     Ee Kuen Kiat                                                                              551,500             0.55
 26.     Wong Foong Moy                                                                            550,000             0.55
 27.     Low Bee Ling                                                                              532,000             0.53
 28.     Parathaman a/l Ratnasabapathy                                                             504,600             0.50
 29.     Affin Nominees (Tempatan) Sdn. Bhd.
         [Pledged Securities Account for Soon Lai Hing]                                            500,000             0.50
 30.     Ong Sing Hewa                                                                             500,000             0.50

                                                                                                36,692,600            36.69


Directors’ Interests

There has been no change in the Directors’ interests in warrants as at 8 February 2006 as set out on page 26 of this Annual
Report.

Voting Rights of Warrant Holders at Warrant Holders’ Meeting

On a show of hands, every warrant holder who (being an individual) is present in person or (being a corporation) is present
by its duly authorised representative or by one of its officers as its proxy shall have one vote. On a poll, every warrant holder
who is present in person or by proxy shall have one vote for each warrant he holds.




                                                                52
                                                         PROXY FORM

                                   AMANAH MILLENIA FUND BERHAD (370927-A)
                                       (formerly known as Amanah SmallCap Fund Berhad)
                                                     (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 Tenth Annual
General Meeting of the Company to be held at The Ballroom, Hotel Equatorial, Jalan Sultan Ismail, 50250 Kuala Lumpur
on Wednesday, 5 April 2006 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 2005
         and the Reports of the Directors and Auditors thereon

 2.      To approve a first and final dividend of 4 sen per share (tax exempt) for the
         financial year ended 31 December 2005

 3.      To re-elect Tan Sri Dato’ Abdul Khalid bin Ibrahim as Director

 4.      To re-elect Datuk Khalid bin Abdul Karim as Director

 5.      To approve the remuneration of the Directors.

 6.      To re-appoint Messrs Ernst & Young as auditors and to authorise the Directors
         to fix their remuneration



 Number of shares held


As witness my hand this                              day of                           2006.



                                                                                                                      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, Bangunan Amanah Capital, 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
(formerly known as Amanah SmallCap Fund Berhad)
21st Floor, Bangunan Amanah Capital
82, Jalan Raja Chulan
50200 Kuala Lumpur

				
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