PROSPECTUS. United Global UNIFEM Singapore Fund AUG 07

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1 PROSPECTUS United Global UNIFEM Singapore Fund AUG 07

2 UNITED GLOBAL UNIFEM SINGAPORE FUND Directory Managers UOB Asset Management Ltd (Company Registration Number: Z) 80, Raffles Place, UOB Plaza Singapore Directors of the Managers Terence Ong Sea Eng Yeo Eng Cheong Thio Boon Kiat Trustee RBC Dexia Trust Services Singapore Limited (Company Registration Number: Z) 20, Cecil Street, #28-01, Equity Plaza Singapore Custodian State Street Bank and Trust Company 225 Franklin Street, Boston, MA 02110, USA Auditors PricewaterhouseCoopers 8, Cross Street, #17-00, PWC Building Singapore Solicitors to the Managers Allen & Gledhill LLP One Marina Boulevard, #28-00 Singapore Solicitors to the Trustee Shook Lin & Bok LLP 1, Robinson Road, #18-00, AIA Tower Singapore i

3 UNITED GLOBAL UNIFEM SINGAPORE FUND Important Information The managers of United Global UNIFEM Singapore Fund (the Fund ), UOB Asset Management Ltd (the Managers ), accept full responsibility for the accuracy of information contained in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, this Prospectus contains all information with respect to the Fund which is material in the context of the offer of units of the Fund ( Units ) hereunder and the statements contained in this Prospectus are in every material respect true and accurate and not misleading and there are no other facts the omission of which would make any statement in this Prospectus misleading. Unless otherwise stated, all terms not defined in this Prospectus have the same meanings as used in the deed of trust (as amended) relating to the Fund (the Deed ). Investors should consult the relevant provisions of the Deed and obtain independent professional advice in any event of any doubt or ambiguity relating thereto. No application has been made for the Units to be listed on any stock exchange. There is no ready market for the Units. Investors may consequently only redeem their Units in accordance with and subject to the provisions of the Deed. Potential investors should seek independent professional advice to ascertain (a) the possible tax consequences, (b) the legal requirements and (c) any foreign exchange restrictions or exchange control requirements which they may encounter under the laws of the countries of their citizenship, residence or domicile, which may be relevant to the subscription, holding or disposal of Units. Investors should also consider the risks of investing in the Fund which are summarised in paragraph 11 of this Prospectus. All enquiries in relation to the Fund should be directed to the Managers, or any agent or distributor appointed by the Managers. ii

4 UNITED GLOBAL UNIFEM SINGAPORE FUND Table of Contents Contents Page Directory... i Important Information... ii 1. Basic Information The Managers The Trustee The Custodian The Register of Holders The Auditors Fund Structure Investment Objective, Focus and Approach Why invest in the United Global UNIFEM Singapore Fund? Fees and Charges Risks Subscription of Units Regular Savings Plan Realisation of Units Switching of Units Obtaining Prices of Units Suspension of Dealing Performance of the Fund Soft Dollar Commissions/Arrangements Conflicts of Interest Reports Other Material Information...24 Appendix Non-Specialised Funds Investment Guidelines

5 UNITED GLOBAL UNIFEM SINGAPORE FUND The UNITED GLOBAL UNIFEM SINGAPORE FUND (the Fund ) offered in this Prospectus is an authorised scheme under the Securities and Futures Act (Chapter 289) of Singapore ( SFA ). A copy of this Prospectus has been lodged with and registered by the Monetary Authority of Singapore ( MAS ). This Prospectus has been prepared in accordance with the requirements of the SFA. MAS assumes no responsibility for the contents of this Prospectus. The registration of this Prospectus by MAS does not imply that the SFA or any other legal or regulatory requirements have been complied with. MAS has not, in any way, considered the investment merits of the Fund. The meanings of terms not defi ned in this Prospectus can be found in the deed of trust (as amended) constituting the Fund. 1. Basic Information 1.1 United Global UNIFEM Singapore Fund The Fund is an open-ended standalone, non-specialised unit trust constituted in Singapore. 1.2 Date of Registration and Expiry Date of Prospectus The date of registration of this Prospectus with the MAS is 30 August This Prospectus shall be valid for 12 months after the date of registration (i.e., up to and including 29 August 2008) and shall expire on 30 August Trust Deed and Supplemental Deeds The deed of trust relating to the interests being offered for subscription or purchase (the Principal Deed ) is dated 4 November 1999 and the parties to the Principal Deed are UOB Asset Management Ltd, as the managers (the Managers ) and RBC Dexia Trust Services Singapore Limited, as the trustee (the Trustee ) The Principal Deed has been amended by the following supplemental deeds entered into between the Managers and the Trustee: Supplemental Deed Amending and Restating Deed Second Amending and Restating Deed Dated 8 Nov Jul 2003 Purpose To amend the Deed to comply with the prescribed requirements for trust deeds under the Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2002 and to incorporate the investment guidelines for nonspecialised funds issued by the MAS under the Code on Collective Investment Schemes on 23 May 2002 (as updated on 29 August 2002). To amend the Deed to comply with the Notice on Cancellation Period for Collective Investment Scheme constituted as unit trusts issued by the MAS on 1 October 2002 (last revised on 26 June 2003). 2

6 Third Amending and Restating Deed Fourth Amending and Restating Deed Fifth Amending and Restating Deed Sixth Amending and Restating Deed Seventh Amending and Restating Deed Eighth Amending and Restating Deed 11 Nov Feb Nov Nov Sep Jun 2007 To amend the Deed to update the Non-Specialised Funds Investment Guidelines as issued by the MAS under the Code on Collective Investment Schemes (last updated on 28 March 2003). To amend the Deed to make amendments to the investment objective and policy of the Fund as well as to comply with applicable fiscal, statutory or official requirements (whether or not having the force of law). To amend the Deed to allow the Fund to accept foreign currencies for subscription and to pay out redemption proceeds in foreign currencies and to comply with applicable fiscal, statutory or official requirements (whether or not having the force of law). To amend the Deed to comply with applicable fiscal, statutory or official requirements (whether or not having the force of law). To amend the Deed to comply with applicable fiscal, statutory or official requirements (whether or not having the force of law). To amend the Deed to, inter alia, reflect the change in the basis of quoting the prices of the Units from the existing dual-pricing basis to a single-pricing basis. The Principal Deed as amended by the Amending and Restating Deed, the Second Amending and Restating Deed, the Third Amending and Restating Deed, the Fourth Amending and Restating Deed, the Fifth Amending and Restating Deed, the Sixth Amending and Restating Deed, the Seventh Amending and Restating Deed and the Eighth Amending and Restating Deed shall hereinafter be referred to as the Deed The terms and conditions of the Deed shall be binding on each unitholder (each a Holder and collectively the Holders ) and all persons claiming through such Holder as if such Holder had been a party to the Deed and as if the Deed contained covenants on the part of such Holder to observe and be bound by all the provisions of the Deed and an authorisation by each Holder to do all such acts and things as the Deed may require the Managers and/or the Trustee to do A copy of the Deed shall be made available for inspection free of charge, at all times during usual business hours at the operating address of the Managers at 80, Raffles Place, 6th Storey, UOB Plaza 2, Singapore and will be supplied by the Managers to any person upon request at a charge of S$20 per copy of the document (or such other amount as the Trustee and the Managers may from time to time agree). 3

7 1.4 Accounts and reports A copy of the latest annual and semi-annual reports, the auditor s reports on the annual accounts and the annual and semi-annual accounts relating to the Fund may be obtained from the Managers upon request, at 80, Raffles Place, 6 th Storey, UOB Plaza 2, Singapore The Managers The Managers of the Fund are UOB Asset Management Ltd ( UOBAM ), whose registered office is at 80, Raffles Place, UOB Plaza, Singapore UOBAM is a wholly-owned subsidiary of UOB Group. Established in 1986, UOBAM has been managing collective investment schemes and discretionary funds in Singapore for 21 years and as of 31 May 2007 manages about S$22.07 billion in clients assets. UOBAM also has investment operations in Malaysia and Thailand. UOBAM offers global investment management expertise to institutions, corporations and individuals, through customised portfolio management services and unit trusts. As at 31 May 2007, UOBAM manages 38 unit trusts (with a total of 56 funds and sub-funds altogether) in Singapore, with total assets of about S$3.83 billion under management. UOBAM is one of the largest unit trust managers in Singapore in terms of assets under management. In terms of market coverage, UOBAM has acquired specialist skills in equity investment in Asian, Australian, European and US markets and in major global sectors. In the bond markets, UOBAM covers the Organisation of Economic Co-operation and Development (OECD) countries to emerging markets. UOBAM s investment philosophy is to emphasise on securities selection using a bottom-up approach. UOBAM makes regular company visits and supplements its fundamental investment approach with quantitative tools to control risks and aid in the portfolio construction process. Since 1998, UOBAM has also established itself as one of the leading players in Collateralised Debt Obligations (CDOs), having managed or acted as a co-adviser in 20 CDO transactions. These CDOs are largely invested in global investment grade and multi-sector credits. In addition, UOBAM is committed to achieving consistently good performance. Since 1996, UOBAM has won 87 awards for investments in local, regional and global markets, and across global sectors such as Banking and Finance, Technology, Healthcare, as well as Gold and Mining. As at 31 May 2007, UOBAM and its subsidiaries in the region has a staff strength of over 190 including 43 investment professionals in Singapore. Past performance of the Managers is not necessarily indicative of their future performance. 3. The Trustee The Trustee of the Fund is RBC Dexia Trust Services Singapore Limited whose registered address is at 20, Cecil Street, #28-01, Equity Plaza, Singapore

8 4. The Custodian The custodian for the Fund is State Street Bank and Trust Company, whose registered office is at 225 Franklin Street, Boston, MA 02110, USA. 5. The Register of Holders The Registrar of the Fund is the Trustee. The Trustee has appointed the Managers, as the Trustee s agent, to carry out and administer the Trustee s duties in relation to the register of Holders (the Register ), and the Managers have in turn appointed HSBC Securities Services (Transfer Agency) Pte. Limited as their sub-registrar to maintain the Register, which will be kept at its office at 20 Raffles Place, #13-01, Ocean Towers, Singapore A copy of the Register will also be kept at the operating office of the Managers at 80 Raffles Place, 6th Storey, UOB Plaza 2, Singapore , and is accessible to the public during normal business hours. The Register is conclusive evidence of the number of units in the Fund ( Units ) held by each Holder and the details in the Register shall prevail in the event of any discrepancy between the entries in the Register and the details appearing on any statement of holding, unless the Holder proves to the satisfaction of the Managers and the Trustee that the Register is incorrect. 6. The Auditors The auditors of the accounts relating to the interests under the Deed are PricewaterhouseCoopers of 8, Cross Street, #17-00, PWC Building, Singapore (the Auditors ). 7. Fund Structure The Fund is a non-specialised open-ended standalone unit trust constituted in Singapore. 8. Investment Objective, Focus and Approach 8.1 Investment Objective The investment objective of the Fund is to achieve long-term capital appreciation by investing mainly in securities of companies which avoid activities which are deemed detrimental to women and which show a commitment to the empowerment of women in any part of the world. 8.2 Investment Focus and Approach For the purposes of the investment policy, the Managers will mainly invest in securities of companies which show a commitment to the empowerment of women. Such commitment may be measured by a company adopting any one or more of the following yardsticks which are not exhaustive and may include any other similar yardstick as determined by the Managers (the relevant yardsticks ): 5

9 8.2.1 the avoidance of significant revenue from activities deemed detrimental to women such as the following activities which are not exhaustive, and which may include any other similar activities as determined by the Managers: (a) (b) (c) (d) (e) (f) the manufacture of armaments and weapons; the production, sale or distribution of tobacco and alcohol; the production, sale or distribution of pornography; the use or manufacture of environmentally harmful materials; any gambling activities; and any other activities which are deemed detrimental to women; significant female representation at the board level of the company; women-friendly hiring and promotion programmes at the company; pro-maternity and/or adoption benefits at the company; formal statements by the company affirming comparable pay for comparable work between men and women; on-site or subsidised child-care programmes for employees children; mentoring programmes for women staff; and manufacture or making of products or services of benefit to women. For the purposes of guiding the Managers in making determinations relating to companies failing to be committed to the empowerment of women, National Committee for UNIFEM, Singapore provides to the Managers on an annual basis a list of companies which have adopted any one or more of the relevant yardsticks (the investment list ) and are scored women friendly in a screening process. National Committee for UNIFEM, Singapore will also provide the Managers on an annual basis a list of companies which have failed to adopt any one or more of the relevant yardsticks (the negative list ). Further information on such screening process used by the National Committee for UNIFEM, Singapore for measuring women friendliness of companies may be obtained from the Managers upon request. The National Committee for UNIFEM, Singapore s list will serve as the basis to carry out an audit on an annual basis to determine if the Managers have invested in companies that are not listed on the investment list or companies listed on the current negative list. The result of each audit including the updated investment list and negative list shall be communicated as soon as practical after such audit to the Managers who shall then forthwith notify the Trustee. The result of each audit including the updated investment list and negative list shall be used by the Managers as a guide to the acquisition and divestment of Authorised Investments (as defined in paragraph 22.6 of this Prospectus) of the Fund. In the event any such audit indicates that an investee company is not among the companies listed on the current investment list or an investee company is among the companies listed on the current negative list, the Managers shall not acquire any further 6

10 investment in such company and the Managers shall within six months divest all existing investments in such company. Each company s (each, an investee company ) policies are assessed based on an analysis of publicly available information in respect of that investee company as well as, in certain instances, an assessment of that investee company s performance in relation to certain criteria which is deemed to be women-friendly. However, there can be no assurance that an investee company has accurately disclosed information in respect of its policies, ethics or its operations to the public. As such, neither National Committee for UNIFEM, Singapore nor the Managers can confirm that an investee company has complied with any or all of the criteria for investing which National Committee for UNIFEM, Singapore has used to rank that company and neither National Committee for UNIFEM, Singapore nor the Managers will be held liable for any loss, cost or claim whatsoever arising out of investing in an investee company which has materially misstated or omitted to disclose information in respect of its gender policies, ethics or operations, to the public. 8.3 Risk management procedures of the Managers The Managers may use financial derivative instruments for the purposes of hedging existing positions in a portfolio or efficient portfolio management The Managers will ensure that the exposure of the Fund to financial derivative instruments will not at any time exceed 100% of the value of the Deposited Property of the Fund. Such exposure will be calculated by converting the derivative positions into equivalent positions in the underlying assets embedded in those derivatives Description of risk management and compliance procedures and controls adopted by the Managers: (i) (ii) (iii) The Managers will implement various procedures and controls to manage the risk of the assets of the Fund. The decision to invest in any particular security or instrument on behalf of the Fund will reflect the Managers judgment of the benefit of such transactions to the Fund and will be consistent with the Fund s investment objectives in terms of risk and return. Execution of Trades. Prior to each trade, the Managers will ensure that the intended trade will comply with the stated investment objective, focus, approach and restrictions (if any) of the Fund, and that best execution and fair allocation of trades are done. The Managers Middle Office department will conduct periodic checks to ensure compliance with the investment objective, focus, approach and restrictions (if any) of the Fund. In the event of any non-compliance, Middle Office is empowered to instruct the relevant officers to rectify the same. Any noncompliance will be reported to higher management and monitored for rectification. Liquidity. In the event there are unexpectedly large redemptions of Units, there may be a possibility that the assets of the Fund may be forced to be liquidated at below their fair and expected value, especially in illiquid 7

11 public exchanges or over-the-counter markets. The Managers will ensure that a sufficient portion of the Fund will be in liquid assets such as cash and cash-equivalents to meet expected redemptions, net of new subscriptions. (iv) (v) (vi) Counterparty exposure. The Fund may have credit exposure to counterparties by virtue of positions in financial instruments (including derivatives) held by the Fund. To the extent that a counterparty defaults on its obligations and the Fund is delayed or prevented from exercising its rights with respect to the investments in its portfolio, it may experience a decline in the value of its assets, its income stream and incur extra costs associated with the exercise of its financial rights. The Managers will restrict their dealings with counterparties that have a minimum long-term issuer credit rating of above BB+ by Standard and Poor s, an individual rating of above C by Fitch Inc or a financial strength rating of above C by Moody s Investors Service. If any approved counterparty fails this criterion subsequently, the Managers will take steps to unwind the Fund s position with that counterparty as soon as practicable. Volatility. To the extent that the Fund has exposure to financial derivative instruments that allow a larger amount of exposure to a security for no or a smaller initial payment than the case when the investment is made directly into the underlying security, the value of the Fund s assets will have a higher degree of volatility. The Fund may use derivatives for hedging purposes for reducing the overall volatility of the value of its assets. At the same time, the Managers will ensure that the total exposure of the Fund to derivative positions will not exceed the net asset value of the Fund, as stated in paragraph above. Valuation. The Fund may have exposure to over-the-counter derivatives that are difficult to value accurately, particularly if there are complex positions involved. The Managers will ensure that independent means of verifying the value of such instruments are available, and will conduct such verification on a regular basis, which is expected to be at least once a month The Managers will ensure that the risk management and compliance procedures and controls adopted are adequate and that they have the necessary expertise to control and manage the risks relating to the use of financial derivative instruments. The Managers may modify the risk management and compliance procedures and controls as they deem fit and in the interests of the Fund. 9. Why invest in the United Global UNIFEM Singapore Fund? 9.1 Ethical investing Ethical investing (also known as socially responsible investing) comes from the desire to ensure that your investments are working in the same direction as your ethics. Ethical investments focus on companies which meet certain non-financial as well as financial criteria. These criteria may be based upon environmental, social, religious, or other values and concerns. 8

12 For many people, investing with a conscience helps them to contribute to a just and sustainable society. Ethical investing provides a way for investors to support those companies that support their values. 9.2 Investing with a conscience With all the financial options available today, making the right investment decision can be difficult. The United Global UNIFEM Singapore Fund will invest only in companies that meet our standards, which are: companies which show a commitment to the empowerment of women in any part of the world, as the same may be subject to the audit process referred to in paragraph 8.2 above. The United Global UNIFEM Singapore Fund: gives investors a meaningful avenue to channel their savings for potential long term capital growth; enables every investor to participate in the UNIFEM agenda by participating in the Fund; and channels some of its fees back to National Committee for UNIFEM, Singapore for the purposes of funding its projects. 9.3 Who is National Committee for UNIFEM, Singapore? National Committee for UNIFEM, Singapore was established as a society in January The organisation functions as a National Committee of the United Nations Development Fund for Women ( UNIFEM ), headquartered in New York. UNIFEM is the women s fund at the United Nations. It provides financial and technical assistance to innovative programmes and strategies to foster women s empowerment and gender equality. Placing the advancement of women s human rights at the centre of all of its efforts, UNIFEM focuses its activities on four strategic areas: (1) reducing feminized poverty, (2) ending violence against women, (3) reducing the spread of HIV/AIDS among women and girls, and (4) achieving gender equality in democratic governance in times of peace as well as war. The National Committee for UNIFEM, Singapore s tasks are to raise awareness of these issues in Singapore and raise funds to support a vast array of programmes managed by UNIFEM. Since its conception National Committee for UNIFEM, Singapore has been assisting women and children in developing countries from around the region. What does UNIFEM accomplish UNIFEM helps women living in poverty in the developing world to help themselves. UNIFEM is an agency of the United Nations. It is dedicated to the creation and support of the equality between women and men. UNIFEM taps powerful reservoirs of hope and enthusiasm among women who view themselves and their world in negative, fragmented, and broken terms. 9

13 UNIFEM strengthens women s economic capacity by encouraging innovative and socially responsible initiatives that will lead women to a larger role in the private sector and in the global market place. UNIFEM gives voice and visibility to women by encouraging their leadership in decision making processes that shape their lives. UNIFEM promotes women s rights and seeks to eliminate all forms of violence against women. UNIFEM provides services for women violated during war and armed conflict. The projects also promote the role of women in peace building. Current Programmes Of National Committee for UNIFEM, Singapore ( ) National Committee for UNIFEM, Singapore is currently assisting in raising awareness and funds for three of UNIFEM s programmes 1. Sustainable Livelihood Programme in Aceh - The Indian Ocean tsunami that hit Eastern Africa and several countries of South and Southeast Asia on 26 December 2004 not only destroyed lives and property but decimated communities. Women who survived were left with nothing to support themselves and their remaining family members after their homes and livelihoods were washed away. Where relief operations were taking place amidst continuing civil tensions, women reported incidents of discrimination, harassment and intimidation in rescue and distribution areas and in temporary shelters. To leverage the UN s cash-for-work programmes clearing debris and rubble to make way for reconstruction, UNIFEM provided immediate assistance to women craft makers, such as bangkuang weavers, to restart their economic activity and stimulate the local economy bangkuang hats found a ready domestic market among workers in the cash-for-work programmes as protection against the sun. To date, through vocational and business skills training and revolving credit facilities, nearly 450 women in IDP shelters in Aceh have resumed businesses such as pottery production, fish processing, garment trading and selling of traditional cakes. A mobile training unit is also teaching computer literacy and administrative skills to young people in remote locations to help them enter the job market. A UNIFEM microcredit fund the UNIFEM Livelihood Facility Fund has been launched in 2006, allowing 10 local financial institutions to provide funds to small businesses run by women. 2. Educating Boys and Girls on Human Trafficking - This programme is intended to benefit potential/actual victims of trafficking in the Greater Mekong Region, especially women and children and is targeted at (a) middle, high school students and teachers in international/local schools, male networks, youth groups/associations at national/local levels, (b) general public and source communities, and (c) policy makers, government bodies (ministries of women s empowerment, education, information and broadcasting, culture and religion). Learning/training modules and awareness to raise initiatives will be institutionalized (eg curriculum of schools) and a pool of institutional resources - teachers, trainers (male 10

14 networks, NGOs), core advocates (school students, male networks, youth groups) will be developed/strengthened to sustain the programme. Pilot initiatives will be embedded in the process to ensure upscaling, replication and multiplier effects. For example pilot initiatives with local and international schools or male networks will include advocacy and other activities that these groups will take up within their own institution. Pilot schools could be recommended as demonstration schools to local/national governments on efforts to combat trafficking, with the intention to upscale and replicate the initiatives. 3. Eliminating Violence Against Women On November 25th every year, National Committee for UNIFEM, Singapore raises awareness on the issue of violence against women. In December 1999, the 54th session of the United Nations General Assembly adopted Resolution 54/134 declaring November 25th the International Day for the Elimination of Violence Against Women. November 25th was chosen to commemorate the lives of women and promote global recognition of gender violence. At least one out of every three women around the world has been beaten, coerced into sex, or otherwise abused in her lifetime with the abuser being someone usually known to her. Violence against women and girls is a universal problem of epidemic proportions. Perhaps the most pervasive human rights violation that we know today, it devastates lives, fractures communities, and stalls development. National Committee for UNIFEM, Singapore commemorates the day with other organizations throughout the world by running public education programmes, workshops and campaign targeting both men and women on the forms of gender-based violence. The National Committee for UNIFEM, Singapore also contributes to the Trust Fund to Eliminate Violence Against Women. The UN Trust Fund in Support of Actions to Eliminate Violence Against Women (the Trust Fund ) was established by the General Assembly in 1996 and is managed by the United Nations Development Fund for Women (UNIFEM). In establishing the Trust Fund, the General Assembly highlighted eliminating violence against women as critical to achieving the Millennium Development Goal of alleviating poverty around the world. The Trust Fund is the only multilateral grant-making mechanism that supports local, national and regional efforts to combat violence. Since it began operations in 1997, the Trust Fund has provided more than US$8 million to innovative programmes to address violence against women in 96 countries. Raising awareness of women s human rights, these UNIFEM-supported efforts have: Linked activists and advocates from all parts of the world; Shown how small, innovative projects impact laws, policies and attitudes; and Helped break the wall of silence by bringing the issues into public agendas everywhere. 9.4 United Global UNIFEM Singapore Fund To help support its community based projects in developing countries, National Committee for UNIFEM, Singapore launched an innovative income-generating project with UOBAM in Known as the United Global UNIFEM Singapore Fund, the Fund is the very first ethical fund in Singapore. 11

15 The United Global UNIFEM Singapore Fund is a Singapore authorised fund with a global investment portfolio of companies that are women and family friendly. National Committee for UNIFEM, Singapore will receive part of the management fees from UOBAM to fund its projects. Also the investors who buy the Units will be encouraged to donate part or whole of their dividend to National Committee for UNIFEM, Singapore. This is an example of a partnership between a non-profit group and private sector companies to help women and families in developing countries. National Committee for UNIFEM, Singapore is hoping that this innovative scheme can be a model for other non-profit and voluntary welfare organisations. 9.5 Help UOBAM help the women of the world With every investment you make in the United Global UNIFEM Singapore Fund, UOBAM will make a contribution to women s welfare by giving one-third of its management fees to National Committee for UNIFEM, Singapore. You will still enjoy the potential returns like other unit trust schemes and still contribute to the female cause in society. 9.6 Why invest globally? There are strong reasons for putting some of your money in global equities. In this new century, we should be investing abroad as comfortably as we do at home. Perhaps some of us already do, but to many investors, foreign markets still feel like too much of a gamble. To invest in some of the world s economic trends These include the technological innovation in the USA, the consolidation and restructuring of industries in Western Europe, Latin America s new appetite for private investment, the growth of consumer markets in Asia as its workers rise to the middle class, the spread of sophisticated global communication and the rapid growth of any low-wage country whose government encourages private capital. To catch other countries business cycles The Managers believe that over the long term, leading international companies may do very well even though over the short term, their stocks may rise and fall at different times and at different rates of speed. To reduce the overall risk to your investments Individually foreign stocks may carry greater risks, but the risks might be reduced in combination with a whole basket of global equities. When one market declines, another may rise. Over time, with diversification, a global portfolio might carry less downside risk. Why a global equity unit trust? It s hard to pick global equities successfully. To do so, you have to follow foreign economies, politics, tax laws, financial news, and interest rates; the outlook for each foreign currency, each company s growth, profitability, and prospects; and each foreign stock market. 12

16 Investing in unit trusts might be easier than trying to make sense of the universe of stocks in the market on your own. Forecasts Not Indicative of Performance Investors should note that any of the forecasts above is not necessarily indicative of the future or likely performance of the Fund. Past performance figures are also not necessarily indicative of future performance. The value of Units and the income from them may go down as well as up. Investments in the Fund are not guaranteed by, or obligations of, UOBAM, the United Overseas Bank Group, or any of their distributors or affiliates and the investments are subject to investment risks including the possible loss of the principal amount invested. 10. Fees and Charges Charges and Fees Payable by Holder Subscription fee: Currently 5%. Maximum 5%. Realisation charge: Currently nil. Maximum 2%. Switching fee*: Currently 1%. Fees Payable by Fund to Managers, Trustee and other parties Annual management fee: Currently 1.5% p.a.. Maximum 1.5%. Annual valuation and 0.125% accounting fee: Annual trustee fee: Currently 0.04% p.a., subject always to a minimum of S$6,000 and a maximum of 0.08%. Annual registrar fee: Currently S$15,000. Audit fee** (payable to the Auditors), custodian fee*** (payable to the custodian) and other fees and charges****: Notes: Subject to agreement with the relevant parties, each fee may exceed 0.1% p.a., depending on the proportion each fee bears to the net asset value of the Fund. * In the case of a switch of Units in the Fund to units of any other fund managed by the Managers (referred to as New Units and New Fund respectively), the switching fee referred to relates to the 1% subscription fee imposed by the Managers for investment into the New Fund. Such 1% switching fee would, in the case of a New Fund which normally imposes a subscription fee of more than 1%, effectively translate to a discount of the subscription fee of the New Fund. ** The audit fee payable is subject to agreement with the Auditors for each financial year. *** The custodian fee payable is subject to agreement with the custodian and will depend on the number of transactions carried out and the place at which such transactions are effected in relation to the Fund. 13

17 **** Other fees and charges include printing costs, professional fees, goods and services tax and other out-of-pocket expenses. Based on the net asset value of the Fund as at 30 May 2007, the Managers anticipate that the foregoing fees and charges for the current financial year (on the assumption that such fees and charges would be similar to that incurred in the previous financial year) would exceed 0.1% p.a. of the net asset value of the Fund. As required by the Code on Collective Investment Schemes (the Code ) issued by the MAS, all marketing, promotional and advertising expenses in relation to the Fund will be borne by the Managers and not charged to the Deposited Property of the Fund. Deposited Property means all the assets, including cash, for the time being held or deemed to be held upon the trusts of the Deed excluding any amount for the time being standing to the credit of the Distribution Account, which is described in Clause 17(D) of the Deed. 11. Risks 11.1 General risks Investors should consider and satisfy themselves as to the risks of investing in the Fund. Generally, some of the risk factors that should be considered by investors are market risks, interest rate risks, credit risks of issuers, foreign exchange risks, repatriation risks, political risk, liquidity risks and derivatives risks. An investment in the Fund is meant to produce returns over the long-term. Investors should not expect to obtain short-term gains from such investment. Investors should note that the price of Units and the income accruing from the Units, may fall or rise and that investors may not get back their original investment Specific risks Market Risk Investors in the Fund should consider and satisfy themselves as to the usual risks of investing and participating in publicly traded securities. Prices of securities may go up or down in response to changes in economic conditions, interest rates and the market s perception of securities which in turn may cause the price of Units to rise or fall Foreign Exchange Risk The Fund is denominated in Singapore dollars. Where investments are made by the Fund in the form of foreign currency denominations, fluctuations of the exchange rates of other foreign currencies against the Singapore dollar may affect the value of the Units. In the management of the Fund, the Managers adopt an active currency management approach. However, the foreign currency exposure of the Fund may not be fully hedged depending on circumstances of each case. Such considerations shall include but are not limited to the outlook on the relevant currency, the costs of hedging and the market liquidity of the relevant currency. 14

18 Political Risk The investments in the Fund may be adversely affected by political instability as well as exchange controls, changes in taxation, foreign investment policies, restrictions on repatriation of investments and other restrictions and controls which may be imposed by the relevant authorities in the relevant countries Derivatives Risk As the Fund may (subject to the Code) be investing in derivatives for efficient portfolio management or hedging, it will be subject to risks associated with such investments. These derivatives include foreign exchange forward contracts and equity index future contracts. Investments in derivatives may require the deposit of initial margin and additional deposit of margin on short notice if the market moves against the investment positions. If no provision is made for the required margin within the prescribed time, the Fund s investments may be liquidated at a loss. Therefore, it is essential that such investments in derivatives are monitored closely. The Managers have the necessary controls for investments in derivatives and have in place systems to monitor the derivative positions for the Fund. Please refer to paragraph 8.3 above for more information Liquidity Risk Investments by the Fund in some Asian and/or emerging markets often involve a greater degree of risk due to the nature of such markets which do not have fully developed services such as custodian and settlement services often taken for granted in more developed markets. There may be a greater degree of volatility in such markets because of the speculative element, significant retail participation and the lack of liquidity which are inherent characteristics of these Asian and/or emerging markets Small Capitalisation Companies Risk Investments in small capitalisation companies generally carry greater risk than is customarily associated with larger capitalisation companies, which may include, for example, less public information, more limited financial resources and product lines, greater volatility, higher risk of failure than larger companies and less liquidity. The result may be greater volatility in the share prices Single Country, Sector and Regional Risk Investments in single country, sector or regional funds may present greater opportunities and potential for capital appreciation, but may be subject to higher risks as they may be less diversified than a global portfolio. The above should not be considered to be an exhaustive list of the risks which investors should consider before investing in the Fund. Investors should be aware that an investment in the Fund may be exposed to other risks of an exceptional nature from time to time. 15

19 12. Subscription of Units 12.1 Subscription procedure Application for Units may be made on the application form attached to this Prospectus, or through any agent or distributor appointed by the Managers from time to time, or through an automated teller machine ( ATM ) (as and when ATM applications are made available by the Managers or their agents or distributors, if applicable), or through the Managers website at or any other website designated by the Managers, or any other sales channels, if applicable. Applications should be accompanied by such documents as may be required, with the subscription monies in full. Applicants may make payment for Units by telegraphic transfer. Applicants should contact the Managers for details regarding payment by telegraphic transfer. Investors have a choice of either paying for Units with cash, or Supplementary Retirement Scheme ( SRS ) monies. Investors wishing to use their SRS monies to purchase Units shall indicate so on the application form. Further, the application form contains the investor s instructions to the SRS operator bank to withdraw from the investor s SRS account the purchase monies in respect of the Units applied for Minimum Initial Subscription Amount and Minimum Subsequent Subscription Amount The minimum initial subscription amount is S$500 or its equivalent in US dollars or such other currency as the Managers may decide and the minimum subsequent subscription amount is S$100 or its equivalent in US dollars or such other currency as the Managers may decide Dealing Deadline and pricing basis Units are issued on a forward pricing basis. Therefore, the issue price cannot be calculated at the time of application. The issue price is based on the value of the Fund at the Valuation Point (as defined below). For applications received and accepted by the Managers or any agent or distributor appointed by the Managers by 3 p.m. (Singapore time) on any Dealing Day (or such other time of day on or prior to that Dealing Day as the Managers may from time to time determine with the prior consultation of the Trustee) (the Dealing Deadline ), Units will be issued at the issue price calculated for that Dealing Day. The Managers shall be entitled to convert the issue price to a foreign currency at the applicable rate of exchange. The cost of the currency exchange, if any, will be borne by the investor. Currently, the Managers accept the purchase of Units with both Singapore dollars and US dollars and will quote the issue price in Singapore dollars and its equivalent in US dollars at the applicable rate of exchange. For applications received and accepted by the Managers after the Dealing Deadline on any Dealing Day or on a day not being a Dealing Day, Units will be issued at the next Dealing Day s price. 16

20 Dealing Day means in connection with the issuance, cancellation and realisation of Units every Business Day or such other day or days at such intervals as the Managers may from time to time determine with the prior consultation of the Trustee Provided That reasonable notice of any such determination shall be given by the Managers to all Holders at such time and in such manner as the Trustee may approve. Provided That if on any day which would otherwise be a Dealing Day the Recognised Stock Exchange 1 or OTC Market 2 on which investments of the Fund having in aggregate values amounting to at least 50 per cent. of the Value (as defined in paragraph 22.7 of this Prospectus) of the Deposited Property (as at the relevant Valuation Point) are quoted, listed or dealt in is not open for normal trading, the Managers may determine that that day shall not be a Dealing Day Business Day means any day (other than a Saturday or Sunday) on which commercial banks are open for business in Singapore or any other day as the Managers and the Trustee may agree in writing. The issue price per Unit shall be ascertained by calculating the Value (as described in paragraph 22.7) per Unit as at the Valuation Point in relation to the Dealing Day on which such issue occurs of the proportion of the Deposited Property represented by one Unit, truncated to three decimal places (or such other method of rounding or number of decimal places as determined by the Managers with the approval of the Trustee). The Managers may, if so required, charge a subscription fee which is deducted from the total amount paid by the investor for the subscription of Units (the Gross Investment Amount ), and the resultant amount (the Net Investment Amount ) will be applied towards the subscription of Units. The subscription fee shall be retained by the Managers for their own benefit and the amount of the adjustment shall be retained by the Fund. Valuation Point means 7.00 a.m. Singapore time on the day following the relevant Dealing Day on which the Value of the Deposited Property is to be determined or such other time as the Managers may with the prior approval of the Trustee determine and the Managers shall inform the Holders of such change if required by the Trustee. The Managers may, subject to the prior approval of the Trustee, change the method of determining the issue price as provided above, and the Trustee shall determine if the Holders should be informed of such changes Numerical example of how Units are allotted: The following is an example of the number of Units an applicant will acquire based on a Gross Investment Amount of S$1,000.00, a notional issue price of S$1.000 and cash subscription fee of 5%: 1 Recognised Stock Exchange means any stock exchange, futures exchange and organised securities exchange on which securities are regularly invested in any country in any part of the world and in relation to any particular Authorised Investment shall be deemed to include any responsible firm, corporation or association in any country in any part of the world dealing in the Authorised Investment which the Managers may from time to time elect. 2 OTC Market means any over-the-counter market or over-the-telephone market in any country in any part of the world and in relation to any particular Authorised Investment shall be deemed to include any responsible firm, corporation or association in any country in any part of the world dealing in the Authorised Investment which the Managers may from time to time elect. 17

21 S$1, S$50.00 = S$ Gross Investment Subscription fee Net Investment Amount (5%) Amount S$ S$1.000 = Net Investment Issue price Number of Units Amount allotted The above example is for illustrative purposes only and is not an indication of future or likely performance of the Fund. The value of Units and the income from them may go down as well as up. Investors should read the Prospectus before investing. The number of Units to be issued to an investor will be rounded down to two decimal places (the method of adjustment and the number of decimal places to which the adjustment occurs may be varied by the Managers from time to time with the approval of the Trustee) Confirmation of purchase A confirmation note detailing your investment amount and the number of Units allocated to you will be sent to you within five Business Days from the date of issue of Units for cash applications and within eleven Business Days for SRS applications. Units will not be issued until subscription monies have been received by the Trustee Cancellation of initial subscription by Investors Subject to the provisions of the Deed and to the terms and conditions for cancellation of subscription in the cancellation form to be provided together with the application form for Units, every Holder shall have the right by notice in writing delivered to the Managers or their authorised agents or distributors to cancel his subscription for Units within seven calendar days (or such longer period as may be agreed between the Managers and the Trustee or such other period as may be prescribed by the MAS) from the date of his subscription. A Holder may choose to realise his Units under paragraph 14 of this Prospectus instead of cancelling his subscription for Units but should note that he will not be able to enjoy the benefits of a cancellation under this paragraph 12.6 if he chooses to realise his Units (i.e. there will be no refund of the subscription fee and the prevailing realisation charge, if any, as may be imposed) and the realisation proceeds may be lower than the cancellation proceeds if the appreciation in the value of the Units is less than the subscription fee and the prevailing realisation charge, if any, as may be imposed. Investors should refer to the terms and conditions for cancellation of subscription attached to the cancellation form before purchasing Units. 13. Regular Savings Plan The Managers may in their discretion implement a scheme for monthly investment in Units on the following basis. A Holder must have a minimum holding of 500 Units or the number of Units which would have been purchased for S$500 (or such other number 18