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FINAL PROSPECTUS

UNITED FUND, INC.


(An Open-end Investment Company)

450,000,000 Shares
COMMON STOCK
The Funds shares consisting of Four Hundred Fifty Million
(450,000,000) Common Stock with a par value of P1.00 will be offered
at current Net Asset Value per Share. The shares to be offered are not
listed in the Philippine Stock Exchange, and shall be traded through its
principal distributor, Cocolife Asset Management Company, Inc.

Cocolife Asset Management Company , Inc.


Investment Manager and Principal Distributor
8th Floor, Cocolife Building
6807 Ayala Avenue, Makati City
Tel. 812-9015 to 32

This Prospectus is dated 31 July 2013

A total of 450,000,000 United Fund, Inc. shares will be offered to the public.
The issuer is a domestic corporation, registered on November 16, 1993 as United Fund, Inc. The Fund originally
has an authorized capital stock of two hundred million pesos (P200,000,000) divided into two hundred million
shares with a par value of P1.00 per share. At inception, fifty million pesos (P50,000,000) worth of shares have
been subscribed and paid upon incorporation. On April 16, 2012, the Securities and Exchange Commission (SEC)
approved the increase of the Funds authorized capital stock by two hundred fifty million pesos (P250,000,000)
divided into two hundred fifty million shares (250,000,000) with a par value of one peso (P1.00) per share. Thus,
having a total authorized capital stock of four hundred fifty pesos (P450,000,000) divided into four hundred fifty
million shares (450,000,000) with a par value of one peso (P1.00) per share. Out of the increased authorized
capital stock, sixty two million five hundred thousand (62,500,000) shares have been actually subscribed at the
subscription price of one hundred seventy one million sixty one thousand seventeen pesos (P171,061,017), and of
said subscription, the amount of forty three million three hundred ninety five thousand seven hundred forty two
pesos (P43,395,742) has been actually paid in cash.
The estimated proceeds to be raised by the Fund is nine hundred twenty two million twenty five thousand pesos
(922,025,000) assuming that all of the authorized shares are sold at the net asset value per share of 3.6881 as of
May 31, 2013, exclusive of filing, registration and publication expenses.
The company will invest the proceeds of the sale of its shares in blue chips and growth stocks listed in the
Philippine Stock Exchange and in a diversified portfolio of medium to long-term high grade fixed income
instruments and/or evidences of debt of the Government of the Republic of the Philippines or its duly authorized
political subdivisions; Government-owned or controlled corporations and instrumentalities; and, solvent
corporations or institutions created or existing under the laws of the Philippines.
A fund managers fee equivalent to two percent (2%) per annum of the average net asset value of United Fund,
Inc.'s (UFI) assets computed on a daily basis, shall be payable to its Investment Manager, Cocolife Asset
Management Company, Inc. (CAMCI). Cash and stock dividends will only be given to stockholders when
declared by the Board of Directors.
A distribution or sales load fee not to exceed five percent (5%) of the offering price shall be payable to Cocolife
Asset Management Company, Inc.
Dividends payable out of the surplus profits of the Corporation may be declared at such time as the Board of
Directors shall determine. No dividend shall be declared that will impair the capital of the Corporation. Stock
dividends may be declared in accordance with law.
No dealer, selling agent and any other person has been authorized to give information or make representation not
contained in this Prospectus. This Prospectus does not constitute an offer of any securities other than those to
which it relates, or an offer to sell or a solicitation of an offer to buy those to which it relates in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The delivery of this
Prospectus at anytime does not imply that the information herein contained is correct as of anytime subsequent to
this date.
The information contained in this Prospectus has been supplied by United Fund, Inc. unless otherwise stated.
United Fund, Inc. accepts full responsibility for the accuracy of the information given herein, and confirms that
there are no omissions of fact, which would make any statement in this Prospectus misleading.
Please read this Prospectus carefully before investing.
ALL REGISTRATION REQUIREMENTS HAVE BEEN MET AND ALL INFORMATION CONTAINED
HEREIN IS TRUE AND CURRENT.
UNITED FUND, INC.
By:

TABLE OF CONTENTS
Page No.
Prospectus Summary
Financial Highlights
Glossary
Risk Factors
Risk Disclosure Statement
Investment Objective
Investment Restrictions
Terms of Pricing of Securities
Investment Procedure
Extent of Participation or Ownership of the Board of Directors
Parties Involved in the Fund
Use of Proceeds
Determination of Offering Price
Plan of Distribution
Description of Securities to be Registered
Corporate Profile
Material Contracts and Agreements
Capitalization
Involvement in Certain Legal Proceedings
Market Information
Holders
Dividends
Unregistered or Exempt Securities
Managements Discussion and Plan of Operation
Related Party Transactions
Material Events and Uncertainties
Benefits to the Investor
Material Changes
Directors and Officers of UFI
Significant Employee
Family Relationship
Directors Involvement in Certain Legal Proceedings
Changes in and Disagreements with Accountant on
Accounting and Financial Disclosures
External Audit and Services
Executive Compensation
Employment Contracts and Termination of Employment
and Change in Control
Security Ownership of Certain Record and Beneficial Owners
Security Ownership of Management
Certain Relationship and Related Transactions
Corporate Governance

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ARTEMIO A. TANCHOCO, JR.


President

SUBSCRIBED AND SWORN to before me this _____________, affiant(s) exhibiting to me his TIN 106907-891.
Doc. No. _____;
Page No. _____;
Book No. _____;
Series of

PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the detailed information appearing elsewhere in this
prospectus
Issuer
United Fund, Inc. operates as an investment company with focus on medium- to long-term capital
appreciation through investment in blue chips and growth stocks listed in the Philippine Stock Exchange
and via interest income earned through investment in medium- to long-term debt instruments such as
corporate bonds, treasury notes, treasury bonds, agency bonds and other fixed income instruments. The
companys investment category is moderate to high risk.
Shares Offered/Par Value
Common stock with par value of One Peso (P
= 1.00) per share.
Offering Price
At the current Net Asset Value (NAV) per share for the banking day, if payment is made within the daily
cut-off time, plus a sales load.
Sales Load
A sales load fee will be charged on the investment made at any one time by an investor. The fee will be
added to the Net Asset Value per Share (NAVPS) which will then be the selling price for the day.
Applicable sales load rate shall not exceed five percent (5%) of NAVPS.

purchased. Some of the risks are interest rate risk, liquidity risk, credit/default risk, and call/prepayment
risk.
Risk factors may also include, among other things, an absence of operating history of the registrant, no
recent profit from operations, poor financial position, the kind of business in which the registrant
proposes to engage, or no market for the registrants securities.

UNITED FUND, INC.


Financial Highlights
Year Ended December 31
As of March 31, 2013
77,665,315

2012 (Audited)
129,016,582

2011 (Audited)
74,526,856

5,106,870

18,749,563

91,010,382

355,961

2,171,886

Net Income

72,202,485

108,095,133

(18,437,242)

Total Assets

795,092,675

852,544,549

620,566,205

15,141,185

183,666,337

24,138,367

779,951,490

668,878,212

596,427,838

Gross Investment Income


Costs and Expenses
(incl fair value losses)
Provision for Income Tax

Total Liabilities
Net Assets
NAVPS

3.6180

3.2745

1,953,716

2.7524

Daily Cut-Off Time


12:00 noon
Minimum Investment
Minimum initial purchase of P
= 5,000.00 and each additional investment is in multiples of P
=
1,000.00. The securities sold shall be on a cash basis and that installment sales are expressly
prohibited.
Redemption Price
The redemption price of the securities surrendered for redemption within the daily cut-off time shall be
the next banking days NAV per share while those surrendered after the daily cut-off time shall be
deemed to have been received on the next banking day.
Redemption Charges
Redemption of shares held for less than one year will be subject to a redemption fee not to exceed 3.5%
of NAV per share. Redemption of shares held for more than one year will be charged a minimal
processing fee of P
= 10.
Management Fee and Expenses
A management fee not to exceed two percent (2%) per annum of the average net asset value of the
United Funds assets computed on a daily basis, shall be payable by United Fund, Inc. to its Investment
Manager, Cocolife Asset Management Company, Inc. Certain operating expenses of the Fund are
deemed covered by the management fee and shall be for the account of Cocolife Asset Management
Company, Inc.
Risks of Investing
The value of investments in mutual funds is not guaranteed and will vary from day to day depending
on the market value of the individual securities of its portfolio. Unlike bank deposits, mutual funds
are not insured with the Philippine Depository Insurance Corporation (PDIC).
Various risk factors affect the value of these securities such as economic conditions, interest rates,
government regulations and taxation and corporate performance. Consequently, there are instances where
redemption prices of redeemed shares may be less than the prices at which the shares were originally

GLOSSARY
Investment Manager
Cocolife Asset Management Company, Inc.
Principal Distributor
Cocolife Asset Management Company, Inc.
The Fund or the Company
United Fund, Inc.
BSP
Bangko Sentral ng Pilipinas
Custodian Bank
United Coconut Planters Bank - Trust Banking Division
Pesos or P
=
Philippine Peso, lawful currency of the Philippines.
Investor
Any person, association or corporation who desires to invest in the shares of the United Fund, Inc.
NAV
Net Asset Value
PSE or the Exchange
Philippine Stock Exchange
R.A. 2629
Republic Act No. 2629 or the Investment Company Act
SEC or the Commission
Securities and Exchange Commission
Shareholder or Stockholder
Any natural or juridical person who has subscribed to the shares of the United Fund, Inc.
Transfer Agent
United Coconut Planters Bank - Trust Banking Division
RISK FACTORS
The value of investments in mutual funds is not guaranteed and unlike bank deposits, mutual funds
are not insured with the Philippine Depository Insurance Corporation (PDIC).
The value of
investments will vary from day to day depending on the market value of the individual securities of
its portfolio.
Factors that can affect the value of these securities include economic conditions, interest rates,
government regulations and taxation, and corporate performance. As a result, the investment may, at
any time, be worth more or less than when the investor purchased the shares.
The companys investments in fixed income and equity securities are exposed to the following risks,
in the order of importance, a change in any of which may result in a change in the Net Asset Value
of its Shares.

Market Risk, the risk that the value of an investment will decrease due to movements in market
factors, specifically, the following market risk factor:
Equity Risk. This refers to the volatility of stock prices. The daily fluctuations of stock prices
are due to reaction to news as well as the number of sellers and buyers in the market. It is also
affected by factors associated with the company.
This will be managed through prudent selection and avoidance of speculative and dubious
stock issues as well portfolio diversification to reduce the impact of possible risks.
Interest Rate Risk. This refers to the volatility of bond prices that result from changes in
interest rates. If bonds are purchased and interest rates subsequently rise, then the market
prices of the purchased bonds will decline.
The company shall manage interest rate risk by actively monitoring the prevailing interest
rates. During periods of rising interest rates, the fund will reduce the duration of the portfolio.
During periods of declining interest rates, the fund manager will increase the duration of the
portfolio.
Liquidity Risk. The risk that the investment may not find a ready buyer or that it may have to be
disposed at a substantial loss.
The Fund maintains sufficient liquidity in the form of special deposits which may be withdrawn
anytime at minimal cost
Credit/Default Risk. This refers to the creditworthiness of the bond issuer or its expected
ability to pay interest and repay its debt.
Loans to private corporations will be limited only to high credit quality Philippine companies that
meet the standards set by the Fund Managers.
Call/Prepayment Risk. The possibility that a bond will be called away from the investors or will
be prepaid by the issuer before its maturity date. This usually happens when interest rates drop
and the issuer has an opportunity to borrow money at a lower rate than the one currently being
paid. As a consequence, the bondholder will not receive any more interest payments from the
investment and may be forced to reinvest his money at lower rates.
This risk can be managed by knowing if and when an issue can be called. The fund also avoids
bonds with call dates in the near future, especially if interest rates are falling.

RISK DISCLOSURE STATEMENT


I. GENERAL RISK WARNING
The price of securities can and does fluctuate, and any individual security may experience
upward or downward movements, and may even become valueless. There is an inherent risk
that losses may be incurred rather than profit made as a result of buying and selling
securities.
Past performance is not a guide to future performance.
There is an extra risk of losing money when securities are bought from smaller companies.
There may be a big difference between the buying price and the selling price of these
securities.

An investor deals in a range of investments each of which may carry a different level of risk.

5.

United Fund shall not incur any debt or borrowing unless at the time of its occurrence or
immediately thereafter there is an asset coverage of at least three hundred percent (300%) for
all its borrowings. In the event that such asset coverage shall fall below 300%, the United
Fund shall within three (3) days thereafter, reduce the amount of its borrowings to an extent
that the asset coverage of such borrowings shall be at least 300%.

6.

United Fund shall not participate in an underwriting or selling group in connection with public
distribution of securities, except for its own capital stock.

7.

United Fund shall not purchase from or sell to any of its officers or directors or the officers or
director of its Investment Manager and distributors or firms of which any of them are
members, any security other than those of the capital stock of the United Fund.

8.

As provided in Section 15 of the Act, the total operational expenses of an investment company
shall not exceed ten percent (10%) of its total investment fund or total net worth as shown in its
previous years audited financial statements.

II. PRUDENCE REQUIRED


This risk disclosure does not purport to disclose all the risks and other significant aspects of
investing in these securities. An investor should undertake his or her own research and study
on the trading of securities before commencing any trading activity. He/she may request
information on the securities and issuer thereof from the Commission which are available to
the public.
III. PROFESSIONAL ADVICE
An investor should seek professional advice if he or she is uncertain of, or has not understood
any aspect of the securities to invest in or the nature of risks involved in trading of securities
specially those high risk securities.
INVESTMENT OBJECTIVE
United Fund, Inc. is an open-end, income and growth-oriented mutual fund, which aims to provide
investors with medium- to long-term capital appreciation. The Fund seeks to generate income from
gains in investments in equities as well as regular interest income through investment in debt
instruments such as corporate bonds, government securities, and other fixed income securities.

TERMS AND PRICING OF SECURITIES


Offering Price
At Net Asset Value per share (NAVPS) for the banking day, if investment is received within the
daily cut-off time, plus a sales load fee. NAVPS of the following banking day will be used for
investments received after the daily cut-off time. The daily cut-off time shall be 12:00 oclock noon
of each banking day.

INVESTMENT RESTRICTIONS
As prescribed by law, the following investment restrictions shall apply:
1.

2.

3.

The maximum investment in any single enterprise shall not exceed an amount equivalent to ten
percent (10%) of the funds net asset value, except investments in the obligations of the
Philippine government and its instrumentalities; and in no case shall the total investment
exceed ten percent (10%) of the outstanding securities of any one investee Company.
For liquidity purposes unless otherwise prescribed by the Commission, at least ten percent
(10%) of the United Fund shall be invested in liquid/semi-liquid assets such as:
a)

Treasury notes or bills, Certificates of Indebtedness issued by the Bangko Sentral ng


Pilipinas which are short-term, and other government securities or bonds and such other
evidences of indebtedness or obligations, the servicing and repayment of which are fully
guaranteed by the Republic of the Philippines or any of its instrumentalities.

b)

Savings or time deposits with government owned banks or commercial banks, provided
that in no such case shall any such savings or time deposit accounts be accepted or
allowed under a bearer, numbered account or other similar arrangement.

Unless the Commission shall provide otherwise, no investment company shall sell securities
short or invest in any of the following:
a)
b)
c)
d)

4.

margin purchase of securities (investment in partly paid shares are excluded);


commodity futures contracts;
precious metals;
unlimited liability investments;

United Fund, Inc. may not change its investment objective without prior approval of a majority
of its shareholders.

NAVPS is defined as the difference of total assets of the Company less its total liabilities divided by
the number of shares outstanding. NAVPS is computed daily on each banking day. A banking day
is defined as a day when commercial banks in Metro Manila are not required or authorized to close
by law.
The Fund shall post its NAVPS on a daily basis and shall publish such daily prices in at least two (2)
newspapers of general circulation in the Philippines and post them daily in a conspicuous place at
the Funds principal office as well as in all its branches or correspondent offices that may be
designated as redemption centers.
Sales Load
Depending on the amount of investment in United Fund, a sales load fee will be charged, which will
be added to the Net Asset Value per Share (NAVPS). This will then be the selling price for the day.
Applicable sales load rate shall not exceed five percent (5%) of NAVPS.
Minimum Investment
Minimum initial purchase of P
= 5,000.00 and each additional investment is in multiples of P
=
1,000.00. The securities sold shall be on a cash basis and that installment sales are expressly
prohibited.

INVESTMENT PROCEDURE
PURCHASE OF SHARES
United Fund shares may be purchased through the principal distributor, Cocolife Asset Management
Co., Inc. (CAMCI), or through their licensed selling agent. The investor shall accomplish an
account opening form, an order form and two (2) signature cards to be submitted together with a
check or payment order payable to United Fund, Inc.. An official receipt is issued to the investor.

A. Corporate Investor Requirements


For corporate investors, the following documents, in addition to the account opening form,
order form and two (2) signature cards, shall accompany the application form:
(1)
(2)
(3)

Certified copy of the corporations SEC Certificate of Registration, Articles of


Incorporation and By-Laws
Board Resolution duly certified by the Corporate Secretary, authorizing the subscription
to the shares applied for and specifying the authorized signatories; and
Certification of the Corporate Secretary indicating the percentage holdings by nationality
of stockholders.

stock certificate may be issued even before the expiration of the one (1) year period;
provided, however that if a contest has been presented to United Fund, Inc. or if an action is
pending in court regarding the ownership of said stock certificate, the issuance of the new
stock certificate shall be suspended until the final decision is issued by the court regarding
the ownership of said stock certificate

REDEMPTION OF SHARES
Any shareholder may require United Fund to redeem his shares by filling up the request for
redemption form and forwarding the same to the Investment Manager together with the Depository
Receipts and/or stock certificates.

B. Acceptance of Application
Applications to purchase are subject to approval by the Investment Manager. Applications,
which do not comply with the purchase terms, rules and regulations, may be rejected at the sole
discretion of the Investment Manager.
C. Issuance of Stock Certificates / Depository Receipt
Depository Receipts evidencing ownership of shares shall be issued in lieu of stock certificates.
The required documentary stamps shall be affixed on the Depository Receipts.
Stock Certificates representing ownership of shares in United Fund, Inc. shall be available as
soon as practicable at the offices of the stock transfer agent upon request of a stockholder.
Costs on the issuance of stock certificates shall be borne by the stockholder who requests for the
issuance or transfer of stock certificates.

D. Lost Depository Receipt (DR)

Payments for the redeemed shares shall be effected within seven banking days after receipt of
redemption request.
However, pursuant to the Investment Company Act Rule 35-1 (e)(6), The Commission may,
whenever necessary or appropriate in the public interest or for the protection of investors, suspend
the redemption of securities of open-end companies.
Redemption Centers
The shares can be redeemed at the place where these shares were originally purchased.
The investment company may also establish a network of redemption centers pursuant to the
Investment Company Act Rule 35-1(c)(4) which states that In case of open-end investment funds,
the investment company may establish a network of redemption centers acceptable to the
Commission.

1. The registered owner of the DR or his legal representative shall file with United Fund, Inc. an
affidavit setting forth the circumstances as to how the DR was lost, the number of shares
represented by each DR and the serial numbers of the DR.

Minimum Holding Period

2. After verifying the affidavit and other information and evidence with the books of the Fund,
the Fund shall cancel in its books the DR and issue in lieu thereof a new DR.

Redemption Charges

E. Lost Stock Certificate (SC)


1. The registered owner of the stock certificate or his legal representative shall file with United
Fund, Inc. an affidavit setting forth the circumstances as to how the stock certificate was lost
the number of shares represented by each stock certificate and the serial numbers of the
stock certificate.
2. After verifying the affidavit and other information and evidence with the books of the Fund,
the Fund shall publish a notice in a newspaper of general circulation once a week for three
(3) consecutive weeks at the expense of the registered owner of the stock certificate. The
notice shall state the name of the Fund, the name of the registered owner and the serial
number(s) of said certificate(s) and the number of shares represented by such stock
certificate. After the expiration of one (1) year from the date of the last publication, if no
contest has been presented to United Fund, Inc. regarding stock certificate, the right to make
such contest shall be barred and the Fund shall cancel in its books the stock certificate and
issue in lieu thereof a new stock certificate, owner files a bond or other security in lieu
thereof as may be required, running for a period of one (1) year for a sum and in such form
and with such sureties as may be satisfactory to the board of directors, in which case a new

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The redemption price of the securities surrendered within the daily cut-off time shall be the next
banking days NAV per share while those surrendered after the daily cut-off time shall be deemed to
have been received on the next banking day. The daily cut-off time shall be 12:00 oclock noon.

One year

Redemptions of shares held for less than one year will be subject to a redemption fee not to exceed
3.5% of NAV per share. Redemption fee for redemptions of shares held for more than one year will
be charged a minimal processing fee of P
= 10.
Computation of Net Asset Value
NAV per share is defined as the difference of total assets of the Company less its total liabilities
divided by the total number of shares outstanding at the close of the banking day.
NAV per share is computed daily on each banking day. A banking day is defined as a day when
commercial banks in Metro Manila are not required or authorized to close by law.
Computation of the net asset value per share shall be applied consistently and any change in the net
asset value per share calculation or valuation shall be subject to the approval of the Commission.

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Taxation
Gains realized by a stockholder upon the redemption of shares of stock in a mutual fund company
are excluded from the computation of such stockholders gross income and are, thus, exempt from
taxation.
EXTENT OF PARTICIPATION OR OWNERSHIP OF MEMBERS OF THE BOARD OF
DIRECTORS

Name of Subscriber

Number of Units

Juan Andres D. Bautista

152

152.00

782,732

782,732.00

152

152.00

Alfredo C. Tumacder, Jr.


Isabelo P. Africa
Caesar T. Michelena

Amount Subscribed

39,337

39,337.00

Artemio A. Tanchoco, Jr.

152

152.00

Carolina G. Diangco

152

152.00

Jose A. Barcelon

152

152.00

Mr. Bautista earned his degree in Legal Management from the Ateneo de Manila University in 1986
and graduated class valedictorian from the Ateneo Law School in 1990. He completed his Master of
Laws at the Harvard Law School in 1993.

ALFREDO C.TUMACDER, JR.


Vice-Chairman
Mr. Alfredo Tumacder, Jr., 66 years old, is also the President of United Coconut Planters Life
Assurance Corporation (COCOLIFE), a post he held since February 1982 to present. He is a
Managing Director of UCPB General Insurance Company since 1983 and COCOPLANS, Inc. since
1993. He also serves as the Vice Chairman of Cocolife Asset Management Co., Inc. since 2003,
United Fund, Inc. since 1993, Cocolife Fixed Income Fund, Inc. since 2003 and Cocolife Dollar
Fund Builder, Inc. since 2008. He is also a Director of the following companies: Ultra Security
Services, Inc. since 1987, New Ultra Security Services, Inc. since 1998, All Nation Security and
Investigation Services, Inc. since 1996 and Archipelago Motor Corporation since 1997.
Mr. Tumacder graduated from the University of the Philippines with an A.B. Economics degree in
1966 and Bachelor of Laws in 1970. He completed his MA at the University of East Anglia, England
in 1974.

ARTEMIO A. TANCHOCO, JR.


Director and President

PARTIES INVOLVED IN THE FUND


INVESTMENT MANAGER
Cocolife Asset Management Company Inc., as United Funds Investment Manager, is responsible
for the investment and reinvestment of the assets of United Fund in accordance with United Funds
investment policies and guidelines, United Funds registration statement and SEC rules and
regulations under the Securities Regulation Code, Investment Company Act and other applicable
laws and regulations.
Investment Manager
Cocolife Asset Management Company, Inc. (registered on March 17, 2003 with registration number
CS200305754, is the Investment Manager of United Fund, Inc. Cocolife Asset Management
Company, Inc. is in the business of providing investment management services to its corporate and
individual clients. The guidelines for the management and operation of the United Fund are
contained in the Investment Management agreement between United Fund, Inc. and Cocolife Asset
Management Company, Inc.
The Board of Directors of Cocolife Asset Management Company, Inc. are:

JUAN ANDRES D. BAUTISTA


Chairman
Mr. Juan Andres D. Bautista. 49 years old, is the Chairman of Cocolife Asset Management
Company, Inc. after his election on May 28, 2014, as replacement for Mr. Jeremias B. Benico. He is
also the Chairman of United Coconut Planters Life Assurance Corporation (COCOLIFE) since May
2011, United Coconut Planters Bank since March 2011, and Independent Realty Corporation since
December 2010. He was the President and CEO of Shang Properties, Inc. from 2006-2010.

Mr. Artemio Tanchoco, Jr., 61 years old, is the Senior Vice President and Head for Finance of
COCOLIFE. He has been the Head for Finansce of COCOLIFE since September 1989. He is a
Director and the President of Cocolife Asset Management Co., Inc., United Fund, Inc., Cocolife
Fixed Income Fund, Inc. since 2003 and Cocolife Dollar Fund Builder, Inc. since 2008. He is also
the Treasurer of UCPB General Insurance Co., Inc. since 1983, Cocoplans, Inc. since 1993 and Ultra
Security Services, Inc. since 1987. He was formerly the Chairman of the Board of Trustees of the
Philippine Investment Funds Association (PIFA).
Mr. Tanchoco obtained his Masters Degree in Business Management from the Asian Institute of
Management in 1973and AB Economics degree from the Ateneo de Manila University in 1971.

ISABELO P. AFRICA
Director
Mr. Isabelo Africa, 58 years old, Mr. Isabelo Africa is the President of UCPB General Insurance Co.,
Inc. since February 1997 to present. He is also a director of the following companies: Cocoplans
since 1995, Cocolife Asset Management Co., Inc. since 2003, United Fund, Inc. since 1995, Cocolife
Fixed Income Fund, Inc. since 2003 and Cocolife Dollar Fund Builder, Inc. since 2008. He is also a
Managing Director of Direct Link Insurance Agency from 2002 to present and Archipelago Motor
Corp. from 2003 to present.
Mr. Africa graduated from the University of the Philippines with a BS Mathematics degree in 1975
and completed his Masters degree in Actuarial Science from the University of Michigan (USA) in
1978.

CAROLINA G. DIANGCO
Independent Director (November 2009 to present)
Ms. Carolina Diangco, 68 years old, is also a director United Coconut Planters Life Assurance
Corporation from 1998 to present. She serves as a Director of United Fund, Inc., Cocolife Fixed

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Income Fund, Inc. and Cocolife Dollar Fund Builder, Inc. since 2009. She held the position of
Senior Vice President and head of Controllership Division for United Coconut Planters Bank until
upon retirement in 2002.
Ms. Diangco graduated from the University of the Philippines with the degree of Bachelor of
Science in Business Administration major in Accountancy in 1963.
ELMO A. NOBLEZA
Director
Mr. Elmo Nobleza, 51 years old, is the Senior Vice President for Individual and Group Marketing
and Sales of COCOLIFE and has held this position since 2004. He is a director of Cocolife Asset
Management Co., Inc. from 2006 to present and Cocolife Dollar Fund Builder, Inc. from 2008 to
present.
Mr. Nobleza holds a degree in BS Statistics from the University of the Philippines.

EDGARDO D. ROSARIO
Director
Mr. Edgardo Rosario, 55 years old, is the Senior Vice President and Head of the Marketing Division
of UCPB General Insurance Co., Inc. since 1995. He was the Vice President and Head of Group
Marketing Services of Cocolife from 1992 to 1994. He is a director of Cocolife Asset Management
Co., Inc. from 2006 to present.
Mr. Rosario holds a degree in BS Actuarial Mathematics from the University of Santo Tomas.

PRINCIPAL DISTRIBUTOR
Cocolife Asset Management Company, Inc. is the principal distributor of United Fund, Inc. and is
responsible for the sale of the Funds shares to prospective investors.
CUSTODIAN BANK
The Custodian Bank of United Fund, Inc. is United Coconut Planters Bank - Trust Banking Division.
TRANSFER AGENT
The transfer agent of United Fund, Inc. is United Coconut Planters Bank - Trust Banking Division.

LEGAL COUNSEL

USE OF PROCEEDS
The estimated proceeds to be raised by the Fund is nine hundred twenty two million twenty five
thousand pesos (922,025,000) assuming that all of the authorized shares are sold at the net asset
value per share of 3.6881 as of May 31, 2013, exclusive of filing, registration and publication
expenses. The Company will use the proceeds of the sale of United Funds shares to finance its
investments. The securities the firm may invest in are equity securities and fixed income
instruments and/or evidences of debt of the government of the Republic of the Philippines or its duly
authorized political subdivisions; government-owned or controlled corporations and
instrumentalities; and, solvent corporations or institutions created or existing under the laws of the
Philippines.
The company has not incurred any debt. The company has not acquired assets or financed the
acquisition of other business. The proceeds will not be used to reimburse any officer, director,
employee or shareholder for service rendered, assets previously transferred, money loaned or
advanced or otherwise.
The proceeds from the sale of the securities, including the original subscription payments at the time
of incorporation constituting the original paid-in capital of the investment Company, shall be held by
a custodian bank referred to in rules adopted under the Investment Company Act.
DETERMINATION OF OFFERING PRICE
The common equity being registered has no established public trading market. The offering price is
determined based on the Net Asset Value (NAV) per share for the banking day, if investment is
received within the daily cut-off time. NAV per share of the following banking day will be used for
investments received after the daily cut-off time. The daily cut-off time shall be 12:00 oclock noon
of each banking day. The NAV per share will be computed in pesos and in US$ based on the
exchange rate posted on the Philippine Dealing System at 12:00 oclock noon.
PLAN OF DISTRIBUTION
The United Funds shares are available through its Principal Distributor, Cocolife Asset
Management Company, Inc. (CAMCI) and its licensed mutual fund solicitors. CAMCI is licensed
by the Commission to engage in fund management and distribution of securities to the public. Its
original license was issued on March 17, 2003 and was annually renewed. CAMCI renewed its
license as Investment Company Adviser for the year 2012 and 2013 on November 28, 2011 and
November 16, 2012, respectively. There is no arrangement whereby CAMCI as Investment
Company Adviser, Principal Distributor, and Administrator has the right to designate or nominate a
member or members of the board of directors of the Fund.
A management fee which shall be payable by United Fund, Inc. to its Investment Manager, CAMCI shall
not exceed two percent (2%) per annum of the average net asset value of the United Funds assets
computed on a daily basis.

The law firm of Dio, Borja & Partners is the legal counsel for the United Fund, Inc.

14

EXTERNAL AUDITORS

A distribution or sales load fee payable to its Distributor, CAMCI, which will be directly used for
commissions, will not exceed five percent (5%) of the offering price.

The accounting firm of Sycip, Gorres, Velayo and Co, is retained by the Company as its external
auditor.

DESCRIPTION OF SECURITIES TO BE REGISTERED

DIRECT OR INDIRECT INTEREST IN REGISTRANT

United Fund, Inc. shares are redeemable common stock (one class of shares only).

There is no direct or indirect interest by an expert or independent counsel in the registrant or there is
no contingent basis interest or connection by a promoter, underwriter, voting trustees, director,
officer or employee in the registrant.

Each share of stock of the Fund is a voting stock with voting rights equal to every other outstanding
share of stock, and subject to the following:

15

(i) Right of Redemption


The holder of any shares of stock of the Fund, upon presentation to the Fund or to any of the
Fund's duly authorized representatives of the Depository Receipt or stock certificate, and upon
filing of the duly accomplished redemption form, shall receive by way of redemption
approximately his proportionate share in the Fund's current net assets or the cash equivalent
thereof, i.e., the net current asset value per share, subject to existing laws and the By-Laws of
the Fund.

United Fund, Inc. expects to compete with companies that sell mutual funds invested in
stocks/equties.
The principal competitors of the registrant are BPI, Sunlife, Philam, First Metro, Philequity and
Grepalife. Total net assets of their Asset Management Companies as of December 31, 2012 are as
follows: BPI Asset Management with P68.850bn, Sunlife with P28.699bn, Philamlife with
P23.968bn, First Metro with P9.297bn, Philequity with P6.904bn and ATR KimEng with 2.201bn.
As for their equity funds, the size in terms of total net assets amount as follows: BPI with P7.297bn,
Sunlife with P8.254bn, Philamlife with P8.067bn, First Metro with P5.581bn, Philequity with
P6.586bn, and ATR KimEng with P1.541bn.

(ii) Waiver of Pre-emptive Rights


No stockholder shall, because of his ownership of shares of stock, have a pre-emptive or other
right to purchase, subscribe for, or take any part of any stock or of any other securities
convertible into or carrying options or warrants to purchase stock of the corporation. The
Fund's Articles of Incorporation further provide that any part of such stock or other securities
may at any time be issued, optioned for sale, and sold or disposed of by the Fund pursuant to
the resolution of its Board of Directors, to such persons and upon such terms as the Board may
deem proper, without first offering such stock or securities or any part thereof to existing
stockholders.
(iii) Restrictions on Transfer
No transfer of stock of the Fund which would reduce the stock ownership or equity interest of
Filipino citizens to less than the percentage required by applicable laws or regulations shall be
caused or allowed to be recorded in the books of the Fund.
(iv) Distribution of Dividends
Dividends payable out of the surplus profits of the Corporation may be declared at such time as
the Board of Directors shall determine. No dividend shall be declared that will impair the
capital of the Corporation. Stock dividends may be declared in accordance with law.

Mutual fund industry statistics as of December 31, 2012 based on the report from the Philippine
Investment Funds Association (PIFA) showed that peso equity funds account for 26% of total net
assets of the industry.
The principal methods of competition shall be in terms of returns and the associated risks, entry and
exit fees, product differentiation and client services. The fund will effectively compete within the
industry through prudent management and high-quality service to be able to provide competitive
returns and satisfy the investment needs of the public. Further, the company is confident that - given
the popularity of peso equity funds among the investing public - all unissued shares shall be sold to
both institutional and individual investors through its Principal Distributor, Cocolife Asset
Management Co., Inc.
Various risk factors affect the business of the company such that the value of securities in the Fund
may be worth more or less than when it was purchased. These risks are market risk specifically
equity and interest rate risk, liquidity risk, credit/default risk, and call/prepayment risk.
Equity risk refers to the volatility of stock prices and this will be managed through prudent selection
and avoidance of speculative and dubious stock issues as well portfolio diversification to reduce the
impact of possible risks. Interest rate risk refers to the volatility of bond prices that result from
changes in interest rates. The company shall manage interest rate risk by actively monitoring the
prevailing interest rates and reduce duration of the portfolio during periods of rising interest rates or
increase duration during periods of declining interest rates.

(v) Other Material Rights of Stockholders


The holders of common shares of the Fund have no other material rights.

Liquidity Risk is the risk that the investment may not find a ready buyer or that it may have to be
disposed at a substantial loss. Thus, the Fund maintains sufficient liquidity in the form of special
deposits which may be withdrawn anytime at minimal cost.

(vi) Change of Control of the Fund


There are no provisions in the Funds charter or its by-laws that would delay, defer or prevent a
change in control of the Fund.

CORPORATE PROFILE
United Fund, Inc. is an open-end investment company incorporated on November 16, 1993 with
SEC Registration No. AS093008943. United Fund operates as an investment company with focus on
medium- to long-term capital appreciation via interest income earned through investment in medium- to
long-term debt instruments.
The United Funds shares are available through its Principal Distributor, Cocolife Asset
Management Company, Inc. and its licensed mutual fund solicitors.
The mutual fund industry is composed of 48 companies and has been growing steadily since the
early 1990s. Out of these companies, there are 8 peso-denominated equity funds.

16

Credit/Default Risk refers to the creditworthiness of the bond issuer or its expected ability to pay
interest and repay its debt. Loans to private corporations will be limited only to high credit quality
Philippine companies that meet the standards set by the Fund Managers. Call/Prepayment Risk is
the possibility that a bond will be prepaid by the issuer before its maturity date. This risk is managed
by knowing if and when an issue can be called. Further, the fund avoids bonds with call dates in the
near future, especially if interest rates are falling.
The Funds Investment Manager and Principal Distributor is Cocolife Asset Management Company,
Inc. while its Custodian Bank and Stock Transfer Agent is UCPB Trust Banking Group.
The principal product of United Fund, Inc is an income and growth oriented mutual fund which will
be invested in equity and fixed-income or debt instruments.
Effects of existing or probable governmental regulations on the business:
The expected implementation of the Personal Equity and Retirement Account (PERA) Law after
financial regulators, in tandem with tax authorities and relevant government agencies, signed its
implementing rules and regulations, will provide a boost to the mutual fund business as the PERA
law provides an organized framework for cultivating retail saving. It offers a means to transform the

17

resource of saving into the opportunities of long-term investment. PERA waives the applicable tax
on those who set aside a maximum of P100,000 and not touch the money for at least five years.
The passage of the Real Estate Investment Trust (REIT) Act into law will provide an additional
investment outlet for both institutional and retail investors and thus may be an added competition for
the Fund. The REIT law will provide the regulatory and tax framework for REITs, which are
companies that own and operate income-producing real estate assets. Shares of these REITs are to
be listed on and traded at the Philippine Stock Exchange. To encourage investments in REITs, the
REIT law provides certain tax incentives to the REIT. However, in order to enjoy these incentives,
the REIT must be listed with a stock exchange and annually give out at least 90% of its distributable
income to shareholders.
United Fund, Inc does not have any employees nor intend to employ any. Its operations are run by
Cocolife Asset Management Company, Inc.
United Fund, Inc does not own any property. Its office space and equipment is provided by Cocolife
Asset Management Company, Inc.

MATERIAL CONTRACTS AND AGREEMENTS


The following is a summary of the material contracts and agreements relating to the Fund:
Management and Distribution Agreement
Under this agreement, Cocolife Asset Management Co., Inc. (CAMCI) was appointed as the
Investment Manager and Principal Distributor, Administrator of the Fund. Under the Agreement,
the services of CAMCI shall include the following:
(a)

(b)

(c)

(d)

18

Investment and re-investment of the assets of the Fund in accordance with the investment
policies and guidelines set by the Board of Directors of the Fund, and in conformity with the
Funds prospectus, the Investment Company Act, the SEC Rules and Regulations Governing
Investment Companies and other applicable laws and regulations;
Coordination of the activities of, and extension of all necessary cooperation with, and
assistance to, the Custodian Bank of the Fund, the auditors, the legal counsel and the stock
transfer agent of the Fund, without prejudice to the direct responsibility of such firms to the
Fund;
Preparation of such reports, circulars, notices and other information as may from time to time
be required by the Fund, its stockholders, Board of Directors and officers, which shall include,
among others, a monthly report on:
(i)
revenues and disbursements broken-down as to investments and expenses;
(ii) sales and redemptions; and,
(iii) performance, change or status of the Funds assets;
Representation with government offices, instrumentalities and agencies, including all work
required in registering the Funds securities, obtaining proper licenses and permits, complying
with other legal requirements, including those requirements relevant to the Managers own
operations, and submitting regular reports to various government agencies;

(e)

Computation of net asset value per share, accounting, bookkeeping, clerical and other
administrative services in the ordinary conduct of the Funds activities, other than those
services provided by the Custodian, the auditors, the legal counsel and the stock transfer agent;

(f)

Computer services for processing and recording investors accounts, and for preparing reports,
confirmations and notices to investors;

(g)

Transactions with financial institutions, for the account of the Fund, in connection with the
Managers investment and re-investment of the Funds assets.

(h)

Provide office space and other administrative facilities as the Fund shall reasonably require in
the ordinary conduct of its business.

The fees payable to CAMCI, is a monthly fee of an amount not to exceed two percent (2.0%) per
annum of the NAV of the Fund, which shall be computed on a daily basis.
Custodian Bank Agreement
Under the agreement, the Custodian Bank safekeeps and maintains a record of securities and other
evidences of investments delivered to it by United Fund or the Investment Manager and prepares
reports on such securities.
For each investment made for the account of United Fund, Inc., Cocolife Asset Management Co.,
Inc. furnishes the custodian bank with copies of the documents covering said investments. After
each purchase, the Custodian Bank accepts delivery and safekeeps the securities purchased and other
evidences of investments of United Fund, Inc. The Custodian Bank allows periodic inspections of
such securities and other evidences of investments and of the records pertaining to it, by the
employees and agents of the SEC, other persons designated by United Fund, Inc. and the
independent auditors of the Fund.
Stock Transfer Agent Agreement
Under the agreement, the Stock Transfer Agent shall render the following services:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.

Process Subscription Forms, and/or Redemption Forms from the Client and prepare the reports
containing the results of said process;
Send daily summary shareholding reports, subscription, and/or redemption batch reports, list of
details of confirmed subscription and/or redemption to the Client;
Verify the shareholders signature on the Subscription Form and/or the Redemption Form (or
any other form or instrument) and to notify the Client of any discrepancy;
Make calculations on the total allocated shares, and those which have been paid and/or
redeemed by each shareholder;
Monitor authorized, subscribed shares and deposits for future subscriptions;
Make reports in connection with the administration of the shares of the Client;
Make a list of shareholders and other reports to be made available at certain timelines as agreed
with the Client and/or required by the regulators;
File reports pertaining to the Fund as may be required by SEC and other government entities;
Prepare the list of stockholders for all regular or special meetings of the Fund's stockholders;
Prepare and mail out all notices, reports, and circulars to all stockholders upon prior request of
the Fund or Investment Manager;
Prepare and mail dividend checks, if any;
Prepare and issue stock certificates; and
Register all liens constituted on the shares of stock of the Fund.

CAPITALIZATION
The authorized capital stock of United Fund, Inc. is Four Hundred Fifty Million Pesos
(P
= 450,000,000.00) which is divided into One Hundred Million (450,000,000) common shares with
a par value of One Peso (P
= 1.00) each.

19

HOLDERS
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
There is no material pending legal proceedings to which the registrant or any of its subsidiaries or
affiliates is a party or of which any of their property is the subject.
There are no bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
There is no conviction by final judgment, in a criminal proceeding, domestic or foreign, or being
subject to a pending criminal proceeding, domestic or foreign. United Fund, Inc. is not a subject to
any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring,
suspending, or otherwise limiting his involvement in any type of business, securities, commodities or
banking activities. United Fund, Inc. has not been found by a domestic or foreign court of competent
jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or a
foreign Exchange or other organized trading market or self regulatory organization, to have violated
a securities or commodities law or regulation and the judgment has not been reversed, suspended or
vacated.
MARKET INFORMATION
The high and low NAVPS for each quarter within the last two calendar years and as of the current
year:
Net Asset Value Per Share
Period
High
Low
1Q13

3.6326

The Fund has approximately 837 shareholders as of April 30, 2013. The following are the top 20
holders of the Fund:
STOCKHOLDER'S NAME

NUMBER OF
UNITS

% OF
OWNERSHIP

119,799,224

55.51%

UCPB GENERAL INSURANCE CO., INC.

33,347,318

15.45%

UCPB TA No. 82-738

UNITED COCONUT PLANTERS LIFE ASSURANCE CORP.

10,131,303

4.69%

Granexport Retirement Fund

7,636,945

3.54%

LEG-OIL Retirement Fund

7,636,945

3.54%

UCPLAC Retirement Fund

7,636,945

3.54%

BAGUIO BENGUET COMMUNITY CREDIT COOPERATIVE (BBCCC)

2,204,649

1.02%

TECHNISTOCK

1,170,563

0.54%

EDGARDO B. ABON or ROSIE MARILYN R. ABON

978,526

0.45%

CHRISTINE OCAYA AND CESAR S. BONIFACIO

820,187

0.38%

ALFREDO C. TUMACDER, JR.

782,732

0.36%

CARINA CORONA or RUBEN CORONA

711,019

0.33%

Kaiser International Healtgroup

697,954

0.32%

IMUS VENDORS DEVELOPMENT COOPERATIVE

695,654

0.32%

EVELYN T. CARADA OR ANGELICA T. CARADA

678,181

0.31%

EVELYN T. CARADA OR CELESTE T. CARADA

678,181

0.31%

EVELYN T. CARADA OR LEAH VICTORIA CARADA RODRIGUEZ

678,181

0.31%

EVELYN T. CARADA OR ROLAND ANDREI T. CARADA

678,181

0.31%

PHILIPPINE SCIENCE HIGH SCHOOL FOUNDATION, INC.

650,947

0.30%

RUSTICO V. RECTO, JR. FAO: SANCTUARIO DELA PAZ LAND CORP.

648,210

0.30%

3.2818
DIVIDENDS

4Q12

3.3043

3.1120

3Q12

3.1411

2.9183

2Q12

2.9962

2.8221

1Q12

2.9653

2.7399

4Q11

2.7609

2.5605

3Q11

2.8923

2.5050

2Q11

2.8901

2.6906

1Q11

2.8682

2.6616

The Company has not declared any cash or other dividends within the last two fiscal years.
Apart from legal restrictions governing the declaration of dividends, there are no restrictions that
limit the Companys ability to pay dividends whether currently or in the future.
UNREGISTERED OR EXEMPT SECURITIES
The registrant has not sold any unregistered or exempt securities and is prohibited from selling these
types of securities. Hence, no exceptions from registration were claimed nor were there and dealings
with underwriters to this effect.
MANAGEMENTS DISCUSSION AND PLAN OF OPERATION
Managements Discussion and Analysis
On November 16, 1993, the Securities and Exchange Commission approved the registration of
United Fund, Inc. as an open-end investment company. The Fund originally has an authorized
capital stock of two hundred million shares (200,000,000) with a par value of P1.00 per share. At
inception, fifty million pesos (P50,000,000) worth of shares have been subscribed and paid upon
incorporation.
On April 20, 2011, the BOD approved the increase in authorized capital stock of the Fund to
450,000,000, par value P1.00 from 200,000,000, par value P1.00. On January 2, 2012, the Fund filed
its application for increase in authorized capital stock with the SEC. On April 16, 2012, the Funds
application for increase in authorized capital stock was approved by the SEC.
As of December 31, 2012, the Fund has 756 shareholders.

20

21

As of March 31, 2013


Total assets as of first quarter ending March 31, 2013 amounted to P795 million, representing a
decrease of P57.5 million from the previous quarter ending December 31, 2012 of P852.5 million.
The decrease in total assets was due to the decrease in accounts receivable from brokers amounting
to P179 million.
Total expenses in the first quarter of 2013 was higher than the first quarter of last year because of the
increase in management fee expense, remuneration to directors and taxes and licenses.
Common stocks investments stood at P617.6 million, an increase of P82.6 million from December
31, 2012 investments of P535 million.
Loans Receivables were at P47.3 million a decrease of P489 thousand from last years P47.8 million.
The decrease was attributed to the collection of loans receivables.
The increase in Accounts Receivable-Others from P908 thousand in the last quarter of 2012 to
P5.5million in the first quarter of 2013 was due to accrual of dividend income.
Custodian fees payable stood at P152 thousand, an increase of P17 thousand from December 31,
2012 balance of P135 thousand. The net increase was due to accrual of custodian fees for the quarter
ending March 31, 2013. Management fees payable as of March 31, 2013 amounted to P600
thousand, a decrease of P1.7 million from previous quarters P2.319 million. The decrease was
brought about by the payment of management fee payable to Cocolife Asset Management Co., Inc.
Sales Load Payable amounted to P.9 million in first quarter of 2013, an increase of P87 thousand
from the previous quarters P.8 million, brought about by the increase in commissions payable.
Accounts payable to brokers as of March 31, 2013 amounted to P5.3 million, a decrease of P168
million from previous quarters P173 million. Accounts Payable-Others amounted to P2.153 million
in March 31, 2013, an increase of P307 thousand from previous quarters P1.846 million. The
increase in Accrued Expenses Payable of P135 thousand from P1.766 million to P1.901 million was
due to accrual of various expenses. Prepaid expenses for the quarter ending March 2013 increased by
P15 thousand to P27 thousand from December 31, 2012 balance of P12 thousand. The increase was
due to payment of Guarantee premium to Home Guarantee Corporation. Retained earnings for the
first quarter of 2013 increased due to net income earned from January to March 2013 which
amounted to P72.2 million.
The Net Asset Value per share (NAVPS) of the Fund for the first quarter ending March 31, 2013
increased by 10.49% to P3.6180 from the previous quarter ending December 31, 2012 of P3.2745.
Key Performance Indicators
The top five (5) key performance indicators of the company include the return on investment on
fixed income and equity investment income, net asset value yield to date, total asset size, net income
and shareholders ownership. The return on investment is computed based on the gross realized
income on each investment either on fixed income or equities compared to the average daily balance
amount placed on each investment instrument. While net asset value yield to date is computed based
on the increase or decrease in net asset value per share of the current period compared to the net
asset value per share as of December 31, 2012. The increase or decrease in the total asset size of the
current period is compared to the preceding period. The increase or decrease in net income or net
loss is also used as a basis for the over-all performance of the company. The increase or decrease in
shareholders ownership is also considered as a factor in determining whether the company is still
deemed viable by new shareholders or existing ones.
As of December 31, 2012 (Audited)
As of December 31, 2012, United Fund, Inc.'s net assets amounted to P 668.878 million, 12% higher
than the 2011 year-end level of P 596.428 million.

22

The Fund's gross investment income increased by 73% from P 74.527 million in 2011 to P 129.017
million in 2012.
The increase was largely due to trading gains from the sale of investment securities amounting to
P107.172 million in 2012, which is 114% higher than the P 50.014 million registered in 2011.
Meanwhile, interest and dividend income in 2012 amounted to P 21.105 million, which is 12% lower
than the P24.030 million booked in 2011. As a net result, the Fund registered a net investment
income of P108.095 million in 2012, 686% higher than the 2011 year-end level of P 18.437
million.
Consequently, the Net Asset Value per Share (NAVPS) of United Fund, Inc., with 80% exposure in
equities and 20% in corporate fixed-income debt instruments at year-end, increased by 18.97% yearon-year, from 2.7524 in 2011 to 3.2745 in 2012.
The Philippine Stock index ended the year with a bang, posting a 32.95% growth in 2012, breaking
through all-time high levels 38 times, and marked as the second best performing equity market in
Asia Pacific next to Thailand with a 36.30% growth. The PSEi soared to greater heights for the
fourth straight year given the countrys strong local fundamentals.
The Philippine economy has done well in 2012 despite persisting global economic woes. The
country has become a bright spot in the region amid strong public finances, sound macroeconomic
fundamentals, a resilient corporate sector, and increased consumer spending. Further, the
government's proactive efforts to reign in fiscal deficit, tackle corruption and create a businessfriendly environment contributed to the surging foreign interest in the Philippine market.
After another banner year, the local stock index is seen to sustain its momentum through
2013. Given the bright growth prospects for the Philippines, coupled with positive sentiment as
regard to the global economic recovery, the local index may yet again climb for the fifth straight
year, and even reach new heights. Most analysts see the PSEi may hit the 7,300 level this year
supported by a 15%-18% average growth in corporate earnings. However, it wont be a smooth ride
as there are still some uncertainties here and abroad, which will be closely monitored.
Meanwhile, we will maintain full weight unless the market is seen to reverse. Our allocation will be
at par with index in terms of sectoral and company weight with subsequent adjustments in
weightings to growth sectors or issues perceived to outperform the market. We are bullish on the
following sectors: banking, conglomerates, consumer, gaming and tourism, construction and
property.
Key Performance Indicators
1. Performance vis--vis the Benchmark As of December 31, 2012, the Fund registered
a year-to-date return of 18.97%, underperforming the PSEis 32.95%. The
underperformance came from the Funds lower exposure to equity especially during the
first quarter of the year when the market experienced a significant increase.

2.

Portfolio Quality - United Fund, Inc. is a growth oriented mutual fund, which seeks to
maximize liquidity of investments through a diversified portfolio of listed equity issues
and high grade fixed income instruments.

3.

Net Assets Growth vis--vis Industry Growth Peso Equity Funds in the industry
registered an increase in net assets by 80.01% in 2012. United Fund, Inc. increased by
12% from P596mn in 2011 to P669mn in 2012.

4.

Market Share in the Industry The Fund held a 1.76% share of the P38 billion total
net assets value of stock funds based on PIFAs December 2012 report.

23

5.

Sales and Redemptions The Fund had total sales of P19mn less redemptions of
P55mn. Thus, net sales amounted to P36mn as of December 31, 2012.

As of December 31, 2011 (Audited)


United Fund, Inc.'s net assets amounted to P 596.428 million, 24.38% higher than the 2010 year-end
level of P 479.522 million.
The Fund's gross investment income decreased by 30.07% from P 106.832 million in 2010 to P
74.527 million in 2011. The decrease was largely due to lower gains realized from the sale of
investment securities amounting to P 50.014 million in 2011 from P65.413 million in 2010. Interest
and dividend income in 2011 amounted to a total of P24.030 million, which is 7.62% lower than the
26.012 million booked in 2010. However, these gains were undercut by the fair value losses on
financial assets at FVPL, which totaled P 77.195 million. As a net result, the Fund registered a net
investment income of P 18.437 million in 2011.
Consequently, the Net Asset Value per Share (NAVPS) of United Fund, Inc., with 60% exposure in
equities and 40% in corporate fixed-income debt instruments, decreased by 3.73% year-on-year,
from P2.8591 in 2010 to P2.7524 in 2011.
2011 was a very challenging year for the PSEi, the countrys benchmark index. It booked a modest
gain of 4.07% as it ended the year at 4,371.96 from its previous close of 4,201.14 in 2010,
comparably lower than the one-year return of 37.6% in 2010 and 63% in 2009. The PSEi see-sawed
in 2011, mostly driven by events overseas such as the political tension in MENA, natural disaster in
Japan, weak US economy, the festering debt problems in the Eurozone, and slowing growth in
China.
However, even with these headwinds, the local index managed to earn a spot as among the best
equity performers for 2011 given the countrys strong local fundamentals. The average inflation rate
for the year was 4.4% (based on 2000 prices) and 4.8% (based on 2006 prices), well within the
governments target range of 3-5% for 2011. Despite global uncertainties, remittances from overseas
Filipino workers grew by 7.2% in 2011 to a new record high of $20.117 billion compared to the
$18.763 billion in 2010, exceeding the government forecast of 7%. Further, the countrys gross
international reserves (GIR) stood at $75.1 billion as of end-December 2011, higher by $12.7 billion
compared to the end-December 2010 GIR of $62.4 billion. Also, throughout 2011, the local currency
had been one of the most stable currencies.
Despite the volatility in 2011 and expectations that global economic uncertainties will persist in
2012, the PSEi closed the first quarter with a stellar performance. The index hit new record levels 13
times, the latest of which was on March 16, when the benchmark closed at 5,145.89 driven primarily
by a resilient domestic economy such as a low interest rate environment, a planned rise in
government spending and an expected upgrade to investment grade by Moodys, S&P and Fitch.
Key Performance Indicators
1. Performance vis--vis the Benchmark As of December 31, 2011, the Fund registered
a year-to-date return of -3.73%, underperforming the PSEis 4.07%. The
underperformance came from the portfolios holdings particularly big cap issues that
underperformed vis--vis the market.
2.

3.

24

Portfolio Quality - United Fund, Inc. is a growth oriented mutual fund, which seeks to
maximize liquidity of investments through a diversified portfolio of listed equity issues
and high grade fixed income instruments.
Net Assets Growth vis--vis Industry Growth Peso Equity Fund industry registered
an increase in net assets by 12.77% in 2011. United Fund, Inc. increased by 24.38%
from P480mn to P596mn in 2011.

4.

Market Share in the Industry The Fund held a 2.83% share of the P21 billion total
net assets value of stock funds based on PIFAs December 2011 report.

5.

Sales and Redemptions The Fund had total sales of P142mn less redemptions of
P7mn. Thus, net sales amounted to P135mn as of December 31, 2011.

Related Party Transactions


Parties are considered to be related if one party has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making financial and operating
decisions. Parties are also considered to be related if they are subject to common control or common
significant influence. Related parties may be individuals or corporate entities. In the ordinary course
of business, the Fund enters into transactions with related parties as follows:
Cocolife Asset Management Co., Inc., a wholly owned subsidiary of Cocolife, is the Investment
Manager of United Fund, Inc. and Cocolife Fixed Income Fund, Inc. Cocolife owns common shares
of UCPB.
a. On May 6, 2003, the Fund entered into a custodianship agreement appointing UCPB-Trust, as the
custodian of the Funds portfolio assets.
b. United Coconut Planters Life Assurance Corporation (Cocolife), the parent company of CAMCI,
owns 119,799,224 shares of the Fund as at December 31, 2012 and 2011.
c. The Fund maintains savings and current accounts with UCPB.
d. The Fund entered into an agreement appointing CAMCI, as its investment manager and
distributor.
e. The Fund has non-interest-bearing advances from and to UCPB-Trust, Cocolife, CAMCI and
CFIFI.
MATERIAL EVENT/S AND UNCERTAINTIES
There were no known trends, demands, commitments, events or uncertainties that will have
a
material impact on the issuers liquidity.
There were no events that will trigger direct or contingent financial obligations that are material to
the company, including any default or acceleration of an obligation.
There were no material off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationship of the company with unconsolidated entities or other
persons created during the reporting period.
There were no known trends, events or uncertainties that have had or that are reasonably expected to
have a material favorable or unfavorable impact on net sales/revenues/income from continuing
operations.
There were no significant elements of income or loss that did not arise from the issuers continuing
operations.
The increase in Assets under FVPL was due to increase in Investment in Common Stocks. The
increase in Loans and Receivables was due to increase in accounts receivables from brokers.
Meanwhile, the decrease in Prepaid Expenses was due to maturities of prepaid costs. Increase in
accounts payable to brokers and accrual of profit share contributed to the increase in Accounts

25

Payable and Accrued Expenses balance for 2012. Retained Earnings is higher than the previous year
because of higher Net Investment Income incurred in 2012.

United Coconut Planters Bank since March 2011, and Independent Realty Corporation since December 2010. He
was the President and CEO of Shang Properties, Inc. from 2006-2010.

BENEFITS TO THE INVESTOR

Mr. Bautista earned his degree in Legal Management from the Ateneo de Manila University in 1986 and graduated
class valedictorian from the Ateneo Law School in 1990. He completed his Master of Laws at the Harvard Law
School in 1993.

Professional Management
The investor will have the benefit of professional investment management, which would otherwise
be available only to institutional funds and high net worth individuals. United Funds investment
manager has had significant experience in investment management and portfolio administration.
Preservation of Capital
One of the goals of an investor, the preservation of capital, is addressed by the investment managers
prudent selection process of a diversified portfolio of high grade fixed income securities and equity
securities.

ALFREDO C. TUMACDER, JR.


Vice-Chairman (since inception to present)

Yield Maximization
The investment manager through research and regular monitoring of the financial markets, will
constantly review and develop the optimum investment mix that will provide the investor with
competitive yields that are otherwise available only to big funds.

Mr. Alfredo Tumacder, Jr., 66 years old, is also the President of United Coconut Planters Life Assurance
Corporation (COCOLIFE), a post he held since February 1982 to present. He is a Managing Director of UCPB
General Insurance Company since 1983 and COCOPLANS, Inc. since 1993. He also serves as the Vice Chairman
of Cocolife Asset Management Co., Inc. since 2003, United Fund, Inc. since 1993, Cocolife Fixed Income Fund,
Inc. since 2003 and Cocolife Dollar Fund Builder, Inc. since 2008. He is also a Director of the following
companies: Ultra Security Services, Inc. since 1987, New Ultra Security Services, Inc. since 1998, All Nation
Security and Investigation Services, Inc. since 1996 and Archipelago Motor Corporation since 1997.

Liquidity
The investor may convert his investment into cash by presenting his shares for redemption at any
time, in accordance with the provisions of the Investment Company Act and the redemption policies
of United Fund, Inc.

Mr. Tumacder graduated from the University of the Philippines with an A.B. Economics degree in 1966 and
Bachelor of Laws in 1970. He completed his MA at the University of East Anglia, England in 1974.

MATERIAL CHANGES
None.

DIRECTORS AND OFFICERS OF UNITED FUND, INC.

ARTEMIO A. TANCHOCO, JR.


Director and President (since inception to present)

The Board of Directors and officers of United Fund, Inc.'s are:


Name

Position

Citizenship

Term

Juan Andres D. Bautista

Independent Director and


Chairman

Filipino

1 Year

Alfredo C. Tumacder, Jr.

Director and Vice-Chairman

Filipino

1 Year

Artemio A. Tanchoco, Jr.

Director and President

Filipino

1 Year

Isabelo P. Africa

Director

Filipino

1 Year

Caesar T. Michelena

Director

Filipino

1 Year

Jose A. Barcelon

Director

Filipino

1 Year

Carolina G. Diangco

Independent Director
Corporate Secretary/Compliance
Officer

Filipino

1 Year

Filipino

1 Year

Gregorio S. Dio

Mr. Artemio Tanchoco, Jr., 62 years old, is the Senior Vice President and Head for Finance of COCOLIFE. He
has been the Head for Finance of COCOLIFE since September 1989. He is a Director and the President of
Cocolife Asset Management Co., Inc., United Fund, Inc., Cocolife Fixed Income Fund, Inc. since 2003 and
Cocolife Dollar Fund Builder, Inc. since 2008. He is also the Treasurer of UCPB General Insurance Co., Inc. since
1983, Cocoplans, Inc. since 1993 and Ultra Security Services, Inc. since 1987. He was from 2001 to 2005 the
Chairman of the Board of Trustees of the Philippine Investment Funds Association (PIFA).
Mr. Tanchoco obtained his Masters Degree in Business Management from the Asian Institute of Management in
1973and AB Economics degree from the Ateneo de Manila University in 1971.

ISABELO P. AFRICA
Director (since inception to present)

JUAN ANDRES D. BAUTISTA


Chairman and Independent Director (since 2014 to present)
Mr. Juan Andres D. Bautista. 49 years old, is the Chairman United Fund, Inc., Cocolife Fixed Income Fund, Inc.
and Cocolife Dollar Fund Builder, Inc. since January 2014 to present, as replacement for Mr. Jeremias Benico. He
is also the Chairman of United Coconut Planters Life Assurance Corporation (COCOLIFE) since May 2011,

26

Mr. Isabelo Africa, 59 years old, Mr. Isabelo Africa is the President of UCPB General Insurance Co., Inc. since
February 1997 to present. He is also a director of the following companies: Cocoplans since 1995, Cocolife Asset
Management Co., Inc. since 2003, United Fund, Inc. since 1995, Cocolife Fixed Income Fund, Inc. since 2003 and
Cocolife Dollar Fund Builder, Inc. since 2008. He is also a Managing Director of Direct Link Insurance Agency
from 2002 to present and Archipelago Motor Corp. from 2003 to present.
Mr. Africa graduated from the University of the Philippines with a BS Mathematics degree in 1975 and completed
his Masters degree in Actuarial Science from the University of Michigan (USA) in 1978.

27

CAESAR T. MICHELENA
Director (since 2008 to present)
Mr. Caesar T. Michelena, 56 years old, is the Senior Vice President for Individual Marketing of United Coconut
Planters Life Assurance Corp. (Cocolife) from February 2011 to present. He is also the President of
COCOPLANS Inc. since 1994. He serves as a Director of United Fund, Inc. and Cocolife Fixed Income Fund, Inc.
since 2008.
Mr. Michelena graduated with the degree of AB Economics at the University of the Philippines in 1978.

CRISTINA LORELEI G. ENCOMIENDA


Treasurer (since 2008 to present)
Ms. Cristina Encomienda, 40 years old, is the Assistant Vice President for Portfolio Management and Operations
of Cocolife Asset Management Company, Inc. since July 2011 to present. She is also the Treasurer of Cocolife
Asset Management Co., Inc., United Fund, Inc., Cocolife Fixed Income Fund, Inc. and Cocolife Dollar Fund
Builder, Inc. and has held this position since 2008. She was the Manager for Investment Research/Portfolio
Management of Cocolife Asset Management Co., Inc. from July 2006 to June 2011 and Assistant Manager for
Corporate Planning and Communications of United Coconut Planters Life Assurance Corp. (Cocolife) from 2001
to 2006.
Ms. Encomienda holds a Masters degree in Computational Finance from De La Salle Graduate School of Business
and obtained her Bachelor of Science degree in Mathematics with specialization in Actuarial Science / Statistics
from De La Salle University in 1993.

JOSE A. BARCELON
Director (April 24, 2002 to present)
Mr. Jose Barcelon, 55 years old, is the Senior Vice President & Group Head Legal Services Group of United
Coconut Planters Bank (UCPB) from February 2012 to present. He is the Corporate Secretary of United Coconut
Planters Life Assurance Corp. (COCOLIFE), UCPB General Insurance Co., Inc., Cocoplans, Inc., Ultra Security
Services, Inc., New Ultra Security Services, Inc., All Nation Security & Investigation Services, Inc. since 2008 to
present. He is also a Director of United Fund, Inc. and Cocolife Fixed Income Fund, Inc. since 2002.
He obtained his AB degree in Political Science from the University of the Philippines in 1980, and his Bachelor of
Laws from the University of the Philippines College of Law in 1986.

SIGNIFICANT EMPLOYEE
There is no significant employee who is expected by the registrant to make a significant contribution
to the business.

FAMILY RELATIONSHIP
There are no family relationships up to the fourth civil degree either by consanguinity or affinity
among directors, executive officers or persons nominated or chosen by the registrant to become
directors or executive officers.

CAROLINA G. DIANGCO
Independent Director (November 2009 to present)

Ms. Carolina Diangco, 69 years old, is also a director United Coconut Planters Life Assurance Corporation from
1998 to present. She serves as a Director of United Fund, Inc., Cocolife Fixed Income Fund, Inc. and Cocolife
Dollar Fund Builder, Inc. since 2009. She held the position of Senior Vice President and head of Controllership
Division for United Coconut Planters Bank until upon retirement in 2002.

DIRECTORS INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS


None of the Board of Directors is involved in any legal proceeding during the past five (5) years that
are material to an evaluation of the ability or integrity of any director, any nominee for election as
director, executive officer, underwriter or control person of the registrant:
(a)

None of the Board of Directors are involved in any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time;

(b)

None of the Board of Directors are involved in any conviction by final judgment, including the
nature of the offense, in a criminal proceeding, domestic or foreign, or being subject to a
pending criminal proceeding, domestic or foreign, excluding traffic violations and other minor
offenses;

Ms. Diangco graduated from the University of the Philippines with the degree of Bachelor of Science in Business
Administration major in Accountancy in 1963.

GREGORIO S. DIO
Corporate Secretary and Compliance Officer (since 2006 to present)
Mr. Gregorio S. Dio, 70 years old, is a Consultant for Legal of Cocolife since 2009. He
was the Head of Cocolife Legal Department from 1997 to 2008. He is also the Corporate Secretary of Cocolife
Asset Management Co., Inc., United Fund, Inc. and Cocolife Fixed Income Fund, Inc. since 2006 and Cocolife
Dollar Fund Builder, Inc. since 2008.
Mr. Dio obtained his Bachelor of Arts in Political Science and Bachelor of Laws from the Ateneo de Manila
University in 1963.

28

(c) None of the Board of Directors are being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent jurisdiction, domestic
or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities, commodities or banking activities; and
(d)

None of the Board of Directors are being found by a domestic or foreign court of competent
jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or
foreign Exchange or other organized trading market or self-regulatory organization, to have
violated a securities or commodities law or regulation and the judgment has not been reversed,
suspended, or vacated.

29

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND


FINANCIAL DISCLOSURE

EMPLOYMENT CONTRACTS
CHANGE-IN CONTROL

AND

TERMINATION

OF

EMPLOYMENT

AND

There has been a change in the Company's independent accountants for the fiscal year 2012. SyCip.
Gorres, Velayo & Co. (SGV & Co.) served as the Company's external auditor for the 2011 Financial
Statements. Manabat Sanagustin & Co. was confirmed as the new external auditor of the
Corporation during the Board Meeting held on February 27, 2013, in compliance with the 5-year
rotation rule in 68 (3) (B) (ix). There were no disagreements with any accountant on any matter of
accounting principles or practices, financial statement disclosure or auditing scope or procedure.

There is no employment contract between the registrant and any executive officer. There is no
compensatory plan or arrangement, including payments to be received from the registrant, with
respect to a named executive officer in the event of resignation, retirement or any other termination
of such officers employment with the registrant and its subsidiaries.
There are no pending arrangements which may result in a change in control of the registrant.

EXTERNAL AUDIT FEES AND SERVICES


SECURITY OWNERSHIP OF CERTAIN RECORD AND BENEFICIAL OWNERS
as of April 30, 2013

Audit and Audit-Related Fees


The audit fees for professional services rendered by the external auditor were P75,000 and P70,000
for 2011 and 2010, respectively. The audit fees for 2012 and 2013 are estimated to be at P100,000.
Services rendered include the audit of the financial statements and supplementary schedules for
submission to SEC, and assistance in the preparation of annual income tax returns.

Security Ownership of Certain Record and Beneficial Owners of more than 5% of the Corporations
voting securities as of April 30, 2013.
Title of
Class

Tax Fees
There were no tax-related services rendered by the external auditors other than the assistance
rendered in the preparation of the income tax returns which formed part of the regular audit
engagement.

Common

119,799,224

55.51%

UCPB GENERAL INSURANCE CO., INC.

Filipino

33,347,318

15.45%

5th Flr UCPB Bldg. 7907 Makati Ave, Makati City

Audit Policies
The final draft of the Audited Financial Statement is presented to the Audit Committee, before the
Boards final approval and confirmation.
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Directors' Fee
2013 (estimate)

Stockholder

2012

The person who will exercise the voting powers over the shares of United Coconut Planters Life
Assurance Corporation is Alfredo C. Tumacder, Jr, President.
The person who will exercise the voting powers over the shares of UCPB General Insurance
Company, Inc. is Isabelo P. Africa, President.The original proponents have agreed not to sell,
transfer, convey, encumber or otherwise dispose of their shares of United Fund, Inc. within 12
months from the issuance by the SEC of an order authorizing the sale of United Fund, Inc. shares to
the general public.

2011

Jeremias B. Benico

60,000

36,000

36,000

Alfredo C. Tumacder, Jr.

60,000

36,000

36,000

Artemio A. Tanchoco, Jr.

60,000

36,000

36,000

Isabelo P. Africa

60,000

36,000

36,000

Carina L. Corona

60,000

36,000

36,000

Elmo A. Nobleza

60,000

36,000

36,000

Carolina G. Diangco

60,000

36,000

36,000

Common

Jeremias B. Benico

Filipino

Direct

152

0.0001%

60,000

36,000

36,000

Common

Alfredo C. Tumacder, Jr.

Filipino

Direct

782,732

0.3627%

480,000

288,000

288,000

Common

Artemio A. Tanchoco, Jr.

Filipino

Direct

152

0.0001%

Common

Isabelo P. Africa

Filipino

Direct

152

0.0001%

Common

Caesar T. Michelena

Filipino

Direct

39,337

0.0182%

Common

Carolina G. Diangco

Filipino

Direct

152

0.0001%

Common

Jose A. Barcelon

Filipino

Direct

4,391

0.0020%

Common

Gregorio S. Dio

Filipino

Direct

0.0000%

Common

Cristina Lorelei G. Encomienda

Filipino

Direct

28,132

0.0130%

Corporate Secretary
Gregorio S. Dio
Total Amount

The Chairman of the Compensation Committee is Mr. Jeremias B. Benico and the members are
Alfredo C. Tumacder, Jr., Artemio A. Tanchoco, Jr. and Teresita UB. Dela Vega.

30

Filipino

Stockholder

There were no other professional services rendered by the independent auditors.

Directors

UNITED COCONUT PLANTERS LIFE ASSURANCE CORP.

% to Total
Outstanding

Cocolife Bldg, Ayala Avenue, Makati City


Common

All Other Fees

Name and Address of Record Owner & Relationship with


Number of
Citizenship
Issuer
Units

SECURITY OWNERSHIP OF MANAGEMENT


The beneficial ownership of the Companys directors as of April 30, 2013 are as follows:

Title of Class

Name of Beneficial Owner

Citizenship

Nature of
Beneficial
Ownership

No. of Shares

Percent to
Total
Outstanding

31

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


There are no material transactions with or involving the company or any of its subsidiaries in which
a director, executive officer, or stockholder owns ten percent (10%) or more of total outstanding
shares and members of their immediate family had or is to have a direct or indirect material interest.
There are no transactions during the last two years, or proposed transactions, to which the registrant
was or is to be a party, in which any of the following persons had or is to have a direct or indirect
material interest.
There are no transactions by any security holder named in response to Part IV, paragraph (C).
There are no transactions by any member of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any of the persons in subparagraph (1) (a), (b) or (c) of this
paragraph (D).
There are no transactions with Promoters and there are no transactions that involve the nature and
amount of anything of value (including money, property, contracts, options or rights of any kind)
received or to be received by each promoter, directly or indirectly, from the issuer and the nature and
amount of any assets, services or other consideration received or to be received by the registrant.
There are no transactions as to any assets acquired or to be acquired from a promoter.

CORPORATE GOVERNANCE
The Company evaluates the level of compliance of the Board of Directors and top level management
with its Manual of Corporate Governance through the Corporate Governance Self Rating Form.
Further, internal audit and compliance units of the Company ensure that the Company fully complies
with the adopted leading practices on good corporate governance.
There has been no reported incident of any deviation from the Companys Manual of Corporate
Governance.
Management continuously promotes a positive ethical business culture in the performance of its
duties and responsibilities for the protection of shareholders and creates an environment conducive
to the achievement of satisfactory financial results and sustainable growth.
Moreover, the company is prepared to take further steps to enhance adherence to principles and
practices of good corporate governance.

32

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