UNITED GOLD & GENERAL FUND

Transcription

1 ^ This marks the first page of the United Gold & General Fund Prospectus UNITED GOLD & GENERAL FUND Directory Managers UOB Asset Management Ltd Registered Address: 80, Raffles Place, UOB Plaza Singapore Operating Address: 80, Raffles Place, 4th Storey, UOB Plaza 2 Singapore Directors of the Managers Terence Ong Sea Eng Yeo Eng Cheong Daniel Chan Choong Seng Trustee Bermuda Trust (Singapore) Limited 20, Raffles Place, #13-01/05, Ocean Towers Singapore Auditors PricewaterhouseCoopers 8, Cross Street, #17-00, PWC Building Singapore Solicitors to the Managers Allen & Gledhill 36, Robinson Road, #18-01, City House Singapore Solicitors to the Trustee Shook Lin & Bok 1, Robinson Road, #18-00, AIA Tower Singapore i

2 UNITED GOLD & GENERAL FUND Important Information The managers of United Gold & General 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, 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 in the Fund ( Units ) to be listed on any stock exchange. Any holder of Units may request the Managers to realise all or past of his holding 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 which may be relevant to the subscription, holding or disposal of units in the Fund or (c) any foreign exchange restrictions or exchange control requirements which they may encounter under the laws of their citizenship, residence or domicile. Investors should also consider the risks of investing in securities which are summarised in paragraph 9 of this Prospectus. All enquiries in relation to the Fund should be directed to the Managers, UOB Asset Management Ltd, or any agent or distributor appointed by the Managers. ii

3 UNITED GOLD & GENERAL FUND Table of Contents Contents Page Directory... i Important Information... ii 1. Basic Information The Managers The Trustee The Register of Holders The Auditors Fund Structure Investment Objective, Focus and Approach Fees and Charges Risks Subscription of Units Regular Savings Plan Realisation of Units Obtaining Prices of Units Exchange of Units Suspension of Dealings Performance of the Fund Soft Dollar Commissions/Arrangements Conflicts of Interest Reports Other Material Information Queries and Complaints Appendix - Non-Specialised Funds Investment Guidelines

4 UNITED GOLD & GENERAL FUND The UNITED GOLD & GENERAL 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 defined in this Prospectus can be found in the deed of trust (as amended) constituting the Fund. 1. Basic Information 1.1 United Gold & General Fund The Fund is a Singapore-authorised open-ended unit trust. 1.2 Date of Registration and Expiry Date of Prospectus The date of registration of this Prospectus with MAS is 11 November This Prospectus shall expire on 10 November 2004, i.e., 12 months after the date of registration. 1.3 Trust Deed and Supplemental Deeds The deed of trust relating to the interests being offered to the public for subscription or purchase (the Principal Deed ) is dated 1 June 1995 and the parties to the Deed are UOB Asset Management Ltd, as the managers (the Managers ) and Bermuda Trust (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 Dated Purpose First Supplemental 2 May To affect amendments to Clause 1 of the Deed 1996 deed. Second 7 Dec To effect amendments to Clauses 1, 5, 7, Supplemental Deed , 9, 10, 11, 12, 13, 14, 16, 19, 20, 25, 26, 28, 33, 34, 42 and 43 of the deed. Amending and 8 Nov To amend the deed to comply with the Restating Deed 2002 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 non-specialised funds issued by the MAS under the Code on 23 May 2002 (as updated on 29 August 2002). 2

5 Supplemental Deed Dated Purpose Second Amending 1 July To amend the Deed to comply with and Restating 2003 the Notice on Cancellation Period for Deed Collective Investment Schemes constituted as unit trusts issued by the MAS on 1 October 2002 (last updated on 26 June 2003). Third Amending 11 Nov To amend the Deed to update the Nonand Restating 2003 Specialised Funds Investment Guidelines Deed issued by the MAS under the Code on Collective Investment Schemes on 23 May 2002 (last updated 28 March 2003). The Principal Deed as amended by the First Supplemental Deed, the Second Supplemental Deed, the Amending and Restating Deed, the Second Amending and Restating Deed and the Third 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 persons claiming through such Holder as if such Holder had been a party to the Deed and as if the Deed contained covenants on such Holder to observe and be bound by 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 Principal Deed and the supplemental deeds 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, 4th 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. 1.4 Semi-annual reports and audited financial statements The latest semi-annual reports and audited financial statements relating to the Fund may be obtained from the Managers upon request. 2. The Managers The Managers of the Fund are UOB Asset Management Ltd, whose registered office is at 80, Raffles Place, UOB Plaza, Singapore UOB Asset Management Ltd ( UOBAM ) is a wholly-owned subsidiary of UOB Group. Established in 1986, UOBAM managed over S$18.03 billion in clients funds as of 29 August UOBAM is one of the largest unit trust managers in Singapore in terms of assets under management. UOBAM has been managing collective investment schemes and discretionary funds in Singapore for 17 years. 3

6 UOBAM offers global investment management expertise to institutions, corporations and individuals, through customised portfolio management services and unit trusts. Currently the company has 37 unit trusts (with a total of 53 funds and sub-funds altogether) in Singapore and 7 unit trusts in Malaysia, with total assets of about S$2.66 billion under management as of 29 August In terms of market coverage, UOBAM has acquired specialist skills in equity investment in Asian, Australian, European and US markets and major global sectors. In the bond markets, we cover the Organisation of Economic Co-operation and Development ( OECD ) countries to emerging markets. Our investment philosophy is to emphasise on securities selection using a bottom-up approach. We make regular company visits and supplement our fundamental investment approach with quantitative tools to control risks and aid in the portfolio construction process. Our commitment towards achieving consistently good performance has won us a list of awards: At the 1996 Singapore s inaugural Fund of the Year Award organised by The Business Times, Money World Asia, and Standard Chartered Bank, UOBAM won 5 of the 7 awards. The overall best performing fund award was also awarded to UOBAM for its UniFund. At the 1997 Singapore s Fund of the Year Award organised by The Business Times and Standard Chartered Bank in association with Alfred Dunhill in partnership with Reuters and image Public Relations, UOBAM won 3 awards. At the 1998 Singapore s Fund of the Year Award organised by The Business Times and Standard Chartered Bank in association with Alfred Dunhill in partnership with Reuters and image Public Relations, UOBAM won 3 commendation awards. A commendation award is given to the best performing fund in its category where all competing funds showed a net negative return in their performance. Our United Regional Growth Fund and United Greater China Fund were given the best performance award for 1998 by the Hong Kong SAR based Benchmark Magazine. At the Singapore Investment Funds Awards 1999 organised by Standard Chartered Bank in association with Alfred Dunhill in partnership with Reuters and image Public Relations, UOBAM won 6 awards. At the Standard and Poor s Investment Funds Awards 2000 Singapore organised by Standard and Poor s Fund Services, UOBAM won 4 awards. At the Singapore Investment Funds Awards 2000 organised by Standard Chartered Bank, Reuters and The Business Times in association with Citigate Dewe Rogerson, image Public Relations and Alfred Dunhill, UOBAM won 2 awards. 4

7 At the Standard and Poor s Investment Funds Awards Singapore organised by Standard and Poor s Fund Services, UOBAM won 2 awards. At the Singapore Investment Funds Awards 2001 organised by Standard Chartered Bank,The Business Times and Reuters, UOBAM won 5 awards. At the Standard & Poor s Investment Funds Awards Singapore 2002 organised by Standard & Poor s Fund Services, UOBAM won 6 awards. At the Singapore Investment Funds Awards 2002 organised by Standard Chartered Bank, The Business Times and Reuters, UOBAM won 10 awards. At the Standard and Poor s Investment Funds Awards Singapore 2003 organised by Standard and Poor s Fund Services, UOBAM won 5 awards. UOBAM has earned the distinction of being the most awarded fund manager in the Fund of Year Awards since the inception of the Awards. UOBAM has a staff strength of 94 including 17 fund managers and 26 market analysts. The Chief Investment Officer and the Managing Director is Mr Daniel Chan Choong Seng. Past performance of the Managers is not necessarily indicative of their future performance. 3. The Trustee The Trustee of the Fund is Bermuda Trust (Singapore) Limited whose registered address is at 20, Raffles Place, #13-01/05, Ocean Towers, Singapore The Register of Holders The registrar of the Fund is the Managers. The register of Holders (the Register ) is kept and maintained at the registered office of the Managers at 80, Raffles Place, 4 th Floor, UOB Plaza 2, Singapore and is accessible to the public during normal business hours. The Register is conclusive evidence of the number of units ( Units ) in the Fund 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 of Holders is incorrect. 5. 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 ). 6. Fund Structure The Fund is a Singapore authorised non-specialised standalone unit trust. 5

8 7. Investment Objective, Focus and Approach 7.1 Investment Objective The Fund aims to achieve returns on investment mainly in (i) securities of corporations (whether or not listed on any stock exchange, and in any part of the world) whose business (in any part of the world) is or is substantially in the mining or extraction of gold, silver or precious metals or base metals of all kinds, and the mining or extraction of oil, gas or other minerals, and (ii) to the extent permitted by any applicable law, regulations, guidelines or codes any precious metals or base metals (including, but not limited to gold and silver) or any physical commodities (including but not limited to oil and gas) and including spot contracts, and other Authorised Investments as set out in Clause 1 of the Deed and as described in paragraph 20.6 of this Prospectus. 7.2 Investment Focus The majority of the companies in which the Fund will invest in will be those that are competitive, well managed and offer attractive growth prospects over a multiyear investment horizon. These companies will likely exhibit some or all of the following characteristics: Focus on industry sectors that exhibit higher growth on a global scale (not just because the local industry may be less mature than elsewhere) Local or regional leadership already in place and with ambitions to expand, not just to maintain that position High quality professional management at both senior and mid-level Products or services with a high added-value competitive edge (such as technology), and the ability and desire to invest to develop that advantage Focus on maximizing value for shareholders, using techniques such as EVA ( Economic Value Added ) and corporate risk management These are likely to be leading industry leaders, globally competitive companies, which are found amongst mining predominant countries like Australia, North & South Americas, South Africa etc. Due to applicable investment restrictions in the Code of Collective Investment Schemes issued by the MAS, the Fund will not be investing directly in any precious or base metals. 7.3 Investment Approach The approach is to invest in industries which exhibit positive macro fundamentals and similarly companies which possess robust micro qualities. 6

9 While the main focus will be on long term growth, the Fund will only invest in companies where valuation levels can be justified. Positive macro and micro drivers are defined in terms of: Operating in industry with rational producers, disciplined industry supply Rising secular demand for its end product Scalability of business, exploitation of economies of scale Valuable business franchise Efficient distribution capability Research & development capability Financial strength High barriers to entry of competitors Astute management Shareholder focused and wealth-creation track record 8. Fees and Charges Charges and Fees Payable by a Holder Subscription fee: Currently 4%. Maximum 4%. Realisation charge: None. Fees Payable by Fund to Managers and Trustee Annual management fee: Currently 1.5%. Maximum 1.5%. Annual register fee: 0.125%, subject to a minimum of S$2,500 p.a. Annual trustee fee: Currently up to 0.075%. Maximum 0.25%, subject to a minimum of S$15,000 p.a. As required by the Code on Collective Investment Schemes 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 1 of the Fund. 9. Risks 9.1 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, political risks, repatriation risks, liquidity risks and interest rate 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. 1 Deposited Property means all cash, assets and other property for the time being held or deemed to be held upon the trusts of this Deed, but excluding any amount for the time being standing to the credit of the Distribution Account. 7

10 Investors should note that the value of Units, and the income accruing to the Units, may fall or rise and that investors may not get back their original investment. 9.2 Specific risks As the Fund is investing in securities of corporations (whether or not listed on any stock exchange, and in any part of the world) whose business (in any part of the world) is or is substantially in the mining or extraction of gold, silver, platinum or precious metals or base metals of all kinds, and the mining or extraction of oil, gas or other minerals, investors should also be aware that apart from the usual risks of fluctuations in the values of, and other market risks normally relating to, such investments, funds whose investments are focused in a particular sector are generally subject to greater risks than funds having more diversified investments. Investments in the above-mentioned securities may carry higher risks than investments in equities or debt securities as the prices of such investments tend to be more volatile The investments in the Fund are subject to the usual market risks and there can be no assurance that the Fund s investment objectives will be realised The income earned by the Fund may be affected by fluctuations in foreign exchange rates. However, the Managers will actively monitor and manage the Fund s exposure to adverse foreign exchange risks by hedging through the forwards or futures markets up to 100 per cent. of the Fund s exposure The investments in the Fund may be adversely affected by political instability as well as exchange controls, changes in taxation, foreign investment policies and other restrictions and controls which may be imposed by the relevant authorities. As such, the Fund s investments may be subject to repatriation risks As the Fund will be investing in derivatives for efficient portfolio management purposes only, it will be subject to risks associated with such investments. 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 investment 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 investment in derivatives and have in place systems to monitor the derivative positions for the Fund. 10. Subscription of Units 10.1 Subscription procedure Application for Units may be made to the Managers on the application form attached to this Prospectus, or through any agent or distributor appointed by the Managers or through the Managers website at or any other website designated by the Managers, or any other sales channels, if applicable. An application 8

11 form must be accompanied by a copy of the applicant s identity card/passport/other identification. 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$1,000. The minimum subsequent subscription amount is in multiples of S$ 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 7 a.m. on the day following the relevant Dealing Day (i.e., the close of the last relevant stock exchange). For applications received and accepted by the Managers or any agent or distributor appointed by the Managers by 3 p.m. (Singapore time) or such other time of day as the Managers may determine, with the prior consultation of the Trustee on any Dealing Day (the Dealing Deadline ), Units will be issued at the issue price calculated on the day following that Dealing Day in accordance with Clause 13.2 of the Deed. For applications received and accepted by the Managers after the Dealing Deadline or on a day not being a Dealing Day, Units will be issued at the next Dealing Day s price. Dealing Day means every Business Day or such other Business Day or Business Days at such intervals as the Managers may from time to time determine 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. That if on any day which would otherwise be a Dealing Day the Stock Exchange 2 or Recognised Exchange 3 on which investments of the Fund having in aggregate values amounting to at least 50 per cent of the value of the Deposited Property (as at the relevant Valuation Point 4 ) 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. 2 Stock Exchange means the Singapore Exchange Securities Trading Limited. 3 Recognised Exchange means any duly licensed stock exchange or commodities exchange of sufficient repute as may be approved by the Managers. 4 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 notify the Holders of such change if required by the Trustee. 9

12 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, as stated in Clause 13.2 of the Deed, shall be ascertained by: (i) (ii) calculating the value (as described in paragraph 20.7) as at the Valuation Point in respect of the Dealing Day on which such issue occurs of that proportion of the Deposited Property represented by one Unit; adding thereto the subscription fee and the Portfolio Charge 5 ; and (iii) adjusting the resultant total upwards to the nearest three decimal places (or such other number of decimal places as may be determined by the Managers with the approval of 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 number of Units you receive with an investment of S$1,000, based on a notional issue price of S$1.00, will be calculated as follows: e.g. S$1,000 S$1.00 = 1000 Units Your investment Issue price* No.of Units you will receive (* includes 4% subscription fee) 10.5 Confirmation of purchase A confirmation note detailing your investment amount and the number of Units in the Fund 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 Cancellation of initial subscription by Investors Investors shall, subject to Clause 15A of the Deed and to the cancellation terms and conditions attached to the application form, have the right to cancel their purchase 5 Portfolio Charge means, in relation to the issue of a Unit, an adjustment of 1.5 per cent. or such amount (if any), but subject to a maximum of 3 per cent. (or such other percentage as the Managers and the Trustee may from time to time agree), of the value of the investments constituting the Deposited Property for the account of the Fund as at the last Valuation Point, as the Managers determine represents the Duties and Charges which would have been payable in purchasing the investments constituting such Deposited Property divided by the number of Units issued and deemed to be in issue as at that time; and in relation to the cancellation and realisation of a Unit, an adjustment of up to such amount (if any) as the Managers determine represents the Duties and Charges which would have been payable in selling the investments constituting the Deposited Property for the account of the Trust as at the last Valuation Point divided by the number of Units in issue and deemed to be in issue as at that time. Such expression in the context of a given date shall refer to the amount or amounts so determined by the Managers and applicable on that date. 10

13 of Units in the Fund within seven calendar days from the date of subscription or purchase of Units (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) by providing notice in writing to the Managers or their authorised agents. Full details of the provisions relating to the cancellation of Units may be found in the terms and conditions for cancellation of Units attached to the application form for the subscription of Units in the Fund. 11. Regular Savings Plan The Managers may in its discretion implement a scheme for monthly investment in Units on the following basis. A Holder must have a minimum holding of 1,000 Units or the number of Units which would have been purchased for S$1,000 (or such other number of Units as may be determined by the Managers) before embarking on a regular savings plan ( RSP ). The Holder may opt to invest a minimum sum of S$100 (or such other amount as may be determined by the Managers) on a fixed day per month or S$500 (or such other amount as may be determined by the Managers) on a fixed day per quarter through GIRO payment. For RSP using cash, Holders must complete an Interbank GIRO Form (or such other form or method as the Managers may determine from time to time) authorising the payment for the RSP and submit it together with the application form. For RSP using SRS monies, Holders must submit the application form. Payment for the RSP will be debited from the Holders bank account or SRS Account (as the case may be) on the 25 th calendar day (or next Business Day if that day is not a Business Day) of each month and Units will be allotted on the same day on which payment has been debited. In the event that the debit is unsuccessful, no investment will be made for that month. No notification relating to the unsuccessful debit will be sent to Holders. After 2 consecutive unsuccessful debits, the RSP will be terminated and no notification of such termination will be sent to the relevant Holders. The Managers shall not assume any liability for any losses arising from the Holders payment for the RSP via direct debit transactions. A Holder may terminate his participation without penalty upon giving 30 days written notice to the Managers. 12. Realisation of Units 12.1 Realisation procedure Instructions for realisation of Units may be given on realisation forms which may be obtained at any Singapore branches of the United Overseas Bank Group, Invest Shops or any other distribution agents appointed by the Managers or through the Managers website at or any other website designated by the Managers, if applicable. 11

14 12.2 Minimum holding and minimum realisation amount Holders may realise their units in the Fund in full or partially. Partial realisation of Units in the Fund must be for at least 100 Units, subject to the Holders maintaining a holding of at least 1,000 Units or the number of Units which were or would have been purchased for S$1,000 by the Holder at the prevailing issue price at the time of his initial subscription or purchase of Units or such other number of Units or such amount as may from time to time be determined by the Managers either generally or in respect of any particular case or cases upon giving prior written notice to the Trustee and as permitted by the MAS Dealing Deadline and pricing basis Units are realised on a forward pricing basis. Therefore, the realisation price cannot be calculated at the time of request. The realisation price is based on the value of the Fund at 7 a.m. on the day following the relevant Dealing Day (i.e., the close of the last relevant stock exchange) calculated in accordance with Clause 16.4 of the Deed and as stated below. For requests received by the Managers or any agent or distributor appointed by the Managers by the Dealing Deadline on any Dealing Day, Units will be realised at that day s price. For requests received 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 realisation price calculated on the day following that Dealing Day. The realisation price, shall be ascertained by the Managers by: (i) (ii) calculating the value as at the Valuation Point in respect of the Dealing Day on which the realisation request is received of that proportion of the Deposited Property represented by one Unit; deducting therefrom the Portfolio Charge; and (iii) adjusting the resultant total downwards to the nearest three decimal places (or such other number of decimal places as determined by the Managers with the approval of the Trustee). The Managers may, subject to the prior approval of the Trustee, change the method of determining the realisation price as provided in Clause 16.4 of the Deed, and the Trustee shall determine if the Holders should be informed of such changes Numerical example of how the amount paid to an investor is calculated, based on the sale of 1,000 Units of the Fund and based on a notional realisation price of S$0.96: e.g. 1,000 Units x S$0.96 = S$960 Your realisation request Realisation price* Your realisation proceeds (*0% realisation charge) 12

15 12.5 Payment of realisation proceeds Realisation proceeds shall be paid within six Business Days (or such other period as may be allowed by MAS) following receipt and acceptance of the realisation form by the Managers unless the realisation of Units has been suspended in accordance with paragraph 15 of this Prospectus. 13. Obtaining Prices of Units The indicative prices will be published in The Straits Times, The Business Times, Lianhe Zaobao, Today and Teletext and can also be obtained from the Managers website at or any other website designated by the Managers, if applicable or by calling the Managers 24 hour hotline at telephone number Exchange of Units Holders may exchange their Units in the Fund to units of any other fund managed by the Managers in accordance with the provisions of the Deed. Any exchange shall be subject to the Holder maintaining a minimum holding of 1,000 Units or the number of Units which were or would have been purchased for $1,000 at the prevailing issue price at the time of the Holder s initial subscription or purchase of Units or such other number of Units or amount as may from time to time be determined by the Managers either generally or in any particular case or cases upon giving prior written notice to the Trustee and as permitted by the MAS. 15. Suspension of Dealings 15.1 The Managers may, at any time with the prior written approval of the Trustee, suspend the issue of Units during: (i) (ii) any period when the Stock Exchange or any Recognised Exchange on which any investments comprised in the Deposited Property is quoted is closed (otherwise than for ordinary holidays); any period when dealings on such stock exchange are restricted or suspended; (iii) any period when, in the opinion of the Managers and the Trustee, there exists any state of affairs as a result of which withdrawal of deposits held for the account of the Fund or the realisation of any material proportion of the investments for the time being comprised in the Deposited Property cannot be effected normally or without seriously prejudicing the interest of the Holders as a whole; or (iv) any period during which there is, in the opinion of the Managers and the Trustee, any breakdown in the means of communication normally employed in determining the value of any of the investments or the amount of cash for the time being comprised in the Deposited Property or the amount of any liability of the Trustee for account of the Fund or when for any other reason the value of any such investment or the amount of any such cash or liability cannot be promptly and accurately ascertained; 13

16 (v) (vi) any 48 hours period (or such longer period as the Managers and the Trustee may agree) prior to the date of any meeting of Holders (or any adjourned meeting thereof); any period when dealing of Units is suspended pursuant to any order or direction of MAS; or (vii) any period when the business operations of the Managers or the Trustee in relation to the operation of the Fund are substantially interrupted or closed as a result of or arising from pestilence, acts of war, terrorism, insurrection, revolutions, civil unrest, strikes or acts of God The Managers may, with the approval of the Trustee, suspend the right of Holders to require the realisation of Units during any period when the issue of Units is suspended pursuant to paragraph 15.1 above and payment for any Units realised before the commencement of any such suspension but for which payment has not been made before the commencement thereof may, if the Managers and the Trustee so agree, be determined until immediately after the end of such suspension. 16. Performance of the Fund 16.1 Past performance of the Fund and benchmark (as of 29 August 2003) One Year Three Years Five Years Since Inception 6 (average annual compounded return) Fund % 21.21% 16.28% % Fund % 23.16% 17.62% -3.01% Benchmark 30.99% 23.95% 18.51% 1.93% Source : Lipper for fund performance figures & Bloomberg for benchmark performance figures The benchmark of the Fund is 70% FT Gold Mines Index & 30% HSBC Global Mining Index. The past performance of the Fund is not necessarily indicative of the future performance of the Fund Expense ratio The expense ratio for the year as of 30 June 2003 is 2.18% 9. 6 Inception date 28 June Source : Lipper for fund performance figures and Bloomberg for benchmark performance figures. Returns are calculated on an offer-bid basis, net of fees with net dividends (if any) reinvested at the bid price and in Singapore dollars terms. 8 Source : Lipper for fund performance figures and Bloomberg for benchmark performance figures. Returns are calculated on an bid-bid basis, net of fees with net dividends (if any) reinvested at the bid price and in Singapore dollars terms. 9 The following expenses are excluded from the calculation of the expense ratio: (a) brokerage and other transaction costs; (b) performance fee; (c) foreign exchange gains and losses; (d) front or back-end loads arising from the purchase or sale of other funds; and (e) tax deducted at source or arising from income received. 14

17 16.3 Turnover ratio The turnover ratio for the Fund for the period from 1 July 2002 to 30 June 2003 is 32.08%. 17. Soft Dollar Commissions/Arrangements The Managers currently do not but shall be entitled to receive or enter into softdollar commissions or arrangements in the management of the Fund. The softdollar commissions or arrangements which the Managers may receive or enter into include specific advice as to the advisability of dealing in, or of the value of any investments, research and advisory services, economic and political analyses, portfolio analyses including valuation and performance measurements, market analyses, data and quotation services, computer hardware and software or any other information facilities to the extent that they are used to support the investment decision making process, the giving of advice, or the conduct of research or analysis, and custodian service in relation to the investments managed for clients. Soft-dollar commissions received shall not include travel, accommodation, entertainment, general administrative goods and services, general office equipment or premises, membership fees, employees salaries or direct money payment. The Managers of the Fund may not accept or enter into soft-dollar commissions or arrangement unless such soft-dollar commissions or arrangement shall reasonably assist them in their management of the Fund, provided that the Managers shall ensure at all times that the transactions are executed on the best available terms taking into account the relevant market at the time for transactions of the kind and size concerned and that no unnecessary trades are entered into in order to qualify for such soft-dollar commissions or arrangements. The Managers do not, and are not entitled to, retain cash rebates for their own account in respect of rebates earned when transacting in securities for accounts of the Fund. 18. Conflicts of Interest The Managers are of the view that there is no conflict of interest in managing their other funds and the United Gold and General Fund because of the following structures which are in place: All investment ideas are shared equally among fund managers. UOBAM subscribes to the Code of Ethics and the Standards of Professional Conduct as prescribed by the Association for Investment Management and Research ( AIMR ) in USA. AIMR is the primary professional organisation for security analysts, investment managers and others who are related to the investment decision-making process. All CFA charter holders of AIMR and candidates who are in pursuit of the charter, including those from Singapore, are expected to comply with AIMR standards. The Code of Ethics and the Standards of Professional Conduct are in place to ensure high ethical and professional standards of the investment professionals as well as fair treatment to the investing public. 15

18 In addition, despite the possible overlap in the scope of investments, none of the funds are identical to one another and investment decisions are made according to the individual risk return characteristic of the fund. Most importantly, the Managers usual fair and unbiased practise is to allocate investment between various funds which place the same orders simultaneously on a pro rata basis. The Managers and the Trustee shall conduct all transactions with or for the Fund on an arm s length basis. 19. Reports Financial year-end and distribution of reports The financial year-end for the Fund is 31 December. The annual audited report will be prepared and sent to Holders within 3 months of the financial year-end. The semi-annual report will be prepared and sent to Holders within 2 months of the financial half-year end, i.e., 30 June. 20. Other Material Information 20.1 Information on investments At the end of each quarter, Holders will receive a statement showing the value of their investment, including any transactions during the quarter. However, if there is any transaction within a particular month, Holders will receive an additional statement at the end of that month Distribution of income and capital Distribution of income and capital will be at the Managers sole discretion Exemptions from liability Neither the Managers nor the Trustee shall incur no liability in respect of any action taken or thing suffered by them in reliance upon any notice, resolution, direction, consent, certificate, affidavit, statement, certificate of stock, plan of reorganisation or other paper or document believed to be genuine and to have been passed, sealed or signed by the proper parties Neither the Managers nor the Trustee shall incur no liability to the Holders for doing or (as the case may be) failing to do any act or thing which by reason of any provision of any present or future law or regulation made pursuant thereto, or of any decree, order or judgment of any court, or by reason of any request, announcement or similar action (whether of binding legal effect or not) which may be taken or made by any person or body acting with or purporting to exercise the authority of any government (whether legally or otherwise) either they or any of them shall be directed or requested to do or perform or to forbear from doing or performing. If for any reason it becomes impossible or impracticable to carry out any of 16

19 the provisions of the Deed neither the Trustee nor the Managers shall be under any liability therefor or thereby Neither the Managers nor the Registrar nor the Trustee shall be responsible for any authenticity of any signature or of any seal affixed to any certificate or to any transfer or form of application, endorsement or other document affecting the title to or transmission of Units or be in any way liable for any forged or unauthorised signature on or any seal affixed to such endorsement, transfer or other document or for acting upon or giving effect to any such forged or unauthorised signature or seal. The Managers, the Registrar and the Trustee respectively shall nevertheless be entitled but not bound to require that the signature of any Holder to any document required to be signed by him under or in connection with the Deed shall be verified to their reasonable satisfaction Neither the Managers nor the Trustee shall incur any liability for the consequences of acting upon any resolution passed or purported to have been passed at any meeting of Holders duly convened and held in accordance with the provisions contained in the Schedule of the Deed in respect whereof minutes shall have been made and signed even though it may be subsequently found that there was some defect in the constitution of the meeting or the passing of the resolution or that for any reason the resolution was not binding on the Holders Any indemnity expressly given to the Managers or the Trustee in the Deed is in addition to and without prejudice to any indemnity allowed by law Provided That no provision in the Deed shall in any case where the Trustee or the Managers, as the case may be has failed to show the degree of care and diligence required of a trustee or manager exempt them or indemnify them against any liability for (1) in the case of the Trustee, a breach of trust or a breach of any term of the Deed; and (2) in the case of the Managers, a breach of any term of the Deed The Trustee shall not be liable for anything done or omitted to be done or suffered by the Trustee in good faith in accordance with or pursuant to any direction, request or advice of the Managers. Whenever pursuant to any provision of the Deed any certificate, notice, instruction or other communication is to be given by the Managers to the Trustee, the Trustee may accept as sufficient evidence thereof a document signed or purporting to be signed on behalf of the Managers by any person for the time being authorised by the Managers whose name and signature has been previously notified to the Trustee Investment restrictions The investment guidelines for non-specialised funds issued by the MAS under the Code on Collective Investment Schemes on 23 May 2002 (as updated on 28 March 2003) as set out in the Appendix hereto, which guidelines may be amended from time to time, shall apply to the Fund. 17

20 20.5 Holders right to vote A meeting of Holders duly convened and held in accordance with the provisions of the Schedule of the Deed shall be competent by Extraordinary Resolution: (i) (ii) (iii) (iv) (v) (vi) to sanction any modification, alteration or addition to the provisions of the Deed which shall be agreed by the Trustee and the Managers as provided in Clause 43 of the Deed; to terminate the Fund as provided in Clause 39 of the Deed; to remove the Auditors as provided in Clause 31.2 of the Deed; to remove the Managers as provided in Clause of the Deed; to remove the Trustee as provided in Clause of the Deed; and to direct the Trustee to take any action (including the termination of the Fund) pursuant to Section 295 of the SFA, and shall be competent to consent to the exercise of the rights of voting as provided in Clause 46.2 of the Deed, but shall not have any further or other powers Authorised Investments Authorised Investments means any of the following investments: (a) (b) (c) (d) any securities (including but not limited to shares, stocks, warrants, debentures, bonds and loans convertible into shares, depositary receipts of shares) denominated in any currency, of corporations whose business, in the opinion of the Managers, is or is substantially in the mining or extraction of gold, silver, platinum or precious metals or base metals of all kinds, and the mining or extraction of oil, gas or other minerals, whether or not such corporations are listed on any stock exchange; to the extent permitted by any applicable law, regulations guidelines or codes, any precious metals or base metals (including, but not limited to gold, silver and platinum) or any physical commodities (including but not limited to oil and gas) and including spot contracts, denominated in any currency and normally traded internationally; any units in any unit trust which seeks to achieve its objective primarily through investment in securities, precious metals, base metals and physical commodities described in paragraphs (a) and (b) above; and for the purposes of hedging or efficient portfolio management only, index 18

21 futures, forward currency exchange contracts or other securities, all of which shall either be listed on a Recognised Exchange or where any or all of them are not so listed, the transactions shall be with financial institutions which are properly regulated and supervised; and (e) any equities, bonds and money market instruments which the Managers may in their absolute discretion deem suitable Valuation Except where otherwise expressly stated in the Deed, the value with reference to any Authorised Investment which is: (a) (b) (c) (d) the value of any investment quoted on the Stock Exchange or a Recognised Exchange shall be calculated by reference to the price appearing to the Managers to be the last transacted price or (if no last transacted price is available) by reference to the mean of the latest available market dealing offered price and the latest available market dealing bid price as at the Valuation Point for such amount of that investment as the Managers consider in all the circumstances to provide a fair criterion; deposits placed with banks in or outside of Singapore and negotiable certificates of deposits and any money market instrument, shall be determined by reference to their face value and the accrued interest thereon for the relevant period; the value of any investment not quoted on the Stock Exchange or a Recognised Exchange, shall be calculated by reference to the mean of bid and offered prices quoted by reputable institutions in the over-the-counter or telephone market as at the Valuation Point. However, if such price quotations are not available, the value shall be determined by reference to the face value of such investments, the prevailing term structure of interest rates and the accrued interest thereon for the relevant period; and all other securities and assets will be valued initially at cost plus any subsequent adjustment to reflect meaningful third party transactions in the private market or at a fair value as determined by the Managers having the responsibility for the management of such security or asset; Provided That if in any case under Clause 7 of the Deed a particular investment cannot be valued as above provided or if the Managers shall consider that some other method of valuation better reflects the fair value of the relevant investment the method of valuation of the relevant investment shall be such as the Managers shall decide with the consent of the Trustee and the Managers shall notify the Holders of such change if required by the Trustee and without prejudice to the generality of the foregoing, in deciding such fair value, reference may be made to prices on any Recognised Exchange, quoted by any reputable institution or quoted in any overthe-counter or telephone market, and reliance may be placed on the opinion of any expert selected by the Managers and approved by the Trustee. 19

22 The Managers shall not incur any liability by reason of the fact that a price reasonably believed by it to be the last transacted price or the mean of the latest available market dealing offered price and the latest available market dealing bid price on the Stock Exchange or a Recognised Stock Exchange may be found not to be such nor in particular, by reason of exercising in good faith the discretion given by the proviso above notwithstanding that the facts may subsequently be shown to have been different from those assumed by the Managers. In calculating the value of the Deposited Property or any part thereof or any investment comprised or to be comprised therein: (i) (ii) subject to Clause 12.5 of the Deed, every Unit agreed to be issued by the Managers before the relevant Valuation Point shall be deemed to be in issue and the Deposited Property shall be deemed to include not only property in the possession of the Trustee but also the value of any cash or other property to be received by the Trustee in respect of Units so agreed to be issued after deducting therefrom or providing thereout the subscription fee and the amount of any adjustment and (in the case of Units issued against the transfer of Authorised Investments) any amount payable pursuant to Clause 12.4 of the Deed; where investments have been agreed to be sold or purchased but such sale or purchase has not been completed, such investments shall be excluded or included and the net sale or gross purchase consideration included (as the case may require) as if such sale or purchase had been duly completed; (iii) where in consequence of any notice or request in writing given pursuant to Clauses 15, 15A or 16 of the Deed a reduction of the Fund by the cancellation of Units is to be effected but such reduction has not been completed those Units shall be deemed not to be in issue and any amount payable in cash and the value of any investment to be transferred out of the Deposited Property pursuant to such reduction shall be deducted from the value of the Deposited Property; (iv) (v) (vi) there shall be deducted on a proportionate basis any amount not provided for above which is payable out of the Deposited Property including the aggregate amount for the time being outstanding of any borrowing effected pursuant to Clause 20.1 of the Deed, together with the amount of any interest and expenses thereon accrued pursuant to Clause 20.6 of the Deed, the amount of any management fee accrued pursuant to Clause 33 of the Deed and the amount of trustee fee accrued pursuant to Clause 34 of the Deed, in each case remaining unpaid; there shall be deducted such amount of tax, if any, on income or capital gains accrued up to the Valuation Point and remaining unpaid; there shall be deducted such amount as the Managers estimate will become payable or reclaimed in respect of taxation related to income or capital gains up to the Valuation Point; 20