THE SCHEME OF ARRANGEMENT FOR AMALGAMATION OF. ABAMCO Capital Fund (ACF) ABAMCO Growth Fund (AGF) ABAMCO Stock Market Fund (ASMF)

THE SCHEME OF ARRANGEMENT FOR AMALGAMATION OF ABAMCO Capital Fund (ACF) ABAMCO Growth Fund (AGF) ABAMCO Stock Market Fund (ASMF)

2 Investment Adviser: INFORMATION ABOUT ACF, AGF and ASMF ABAMCO Limited 7th Floor, The Forum, G-20, Khayaban-e-Jami Clifton Block-9 Karachi-75600 Tel: (92-21) 111-222-626 Fax: (92-21) 5361724 Board of Directors of Investment Advisor: Chairman Chief Executive Chief Financial Officer and Company Secretary Auditors Legal Advisers Trustee Munawar Alam Siddiqui Muhammad Najam Ali Ali Raza Siddiqui Nazar Muhammad Shaikh Munaf Ibrahim Muhammad Arshad William H. Kleh Suleman Lalani KPMG Taseer Hadi & Co. Chartered Accountants Bawaney & Partners Central Depositary Company of Pakistan Ltd CDC House, 99-B, Block B, S.M.C.H.S. Main Shahra-e-Faisal, Karachi - 74400 Bankers KASB Bank Limited M.C.B. Bank Limited Soneri Bank Limited The Bank of Punjab Limited Bank Alfalah Limited Saudi Pak Commercial Bank Limited Share Department Technology Trade (Pvt.) Limited. Dagia House, 241-C, Block-2, P.E.C.H.S. Karachi Tel : (92-21) 4391316-7 Fax : (92-21) 4391318

3 STATEMENT EXPLAINING THE EFFECT OF THE SCHEME OF ARRANGEMENT FOR AMALGAMATION I The Scheme ABAMCO Limited established ABAMCO Capital Fund (ACF), ABAMCO Growth Fund (AGF) and ABAMCO Stock Market Fund (ASMF) by amalgamating the ICP Mutual Funds Lot A (comprising of 1 st, 3 rd, 4 th, 8 th, 11 th, 12 th, 15 th, 19 th, 20 th, 21 st, 23 rd and 25 th ICP Mutual Funds) into three separate schemes after acquiring the management rights of Lot A from the Investment Corporation of Pakistan (ICP) in October 2003. These funds have been set up as closed-end mutual fund schemes and are governed by the Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003 (NBFC Rules, 2003). Through the amalgamation scheme the 1 st, 3 rd, 8 th, 11 th, 12 th, 15 th, 19 th and 20 th ICP Mutual Funds were merged into ACF, while the 21 st, 23 rd and 25 th ICP Mutual Funds were combined to form ASMF. The 4 th ICP Mutual Fund was reorganized as a separate closed-end trust that was later renamed ABAMCO Growth Fund. ABAMCO Limited is engaged in the business of providing investment advisory and asset management services in the private sector and has been licensed by the Securities and Exchange Commission of Pakistan (SECP) to act as an investment adviser under the repealed Investment Companies and Investment Advisers Rules, 1971, and as an asset management company under the repealed Asset Management Companies Rules, 1995. SECP has renewed license (No. NBFC 11/19 Abamco/AMC & IA/02/, dated June 10, 2005) to ABAMCO Limited under Rule 5(5) of the NBFC Rules, 2003 to undertake investment advisory and asset management services. Through this Scheme of Arrangement for Amalgamation (hereinafter referred as Scheme), the Investment Adviser proposes to reorganize ACF, AGF and ASMF as a single closed-end scheme. In this regard it is proposed that ACF, AGF and ASMF are merged into the UTP Growth Fund (UTP-GF), for which application has been made to the Securities and Exchange Commission of Pakistan (SECP) for its no objection to the proposed Scheme. Any conditions imposed by the SECP while granting its no objection shall be deemed to be incorporated in the Scheme. The scheme has yet to be approved by the Certificate Holders of ACF, AGF and ASMF. The assets and liabilities of ACF, AGF and ASMF will be taken over by UTP-GF, to be constituted under a trust deed as approved by the SECP, with ABAMCO Limited as the Investment Adviser and Central Depository Company of Pakistan Limited as the Trustee. The trust deed will be available at the Company s website www.abamco.com. The Certificate Holders of ACF, AGF and ASMF will be allotted the certificates of UTP-GF in accordance with the swap ratio, determined on the basis of Net Asset Value as per the audited accounts of the respective Funds as on December 31, 2005. Accordingly, it is proposed that UTP-GF, a closed-end trust scheme to be constituted under the provisions of the Rules, may take over ACF, AGF and ASMF.

4 This Scheme circulated to the Certificate Holders deals with all aspects of the merger of the three Funds into UTP-GF. The Investment Adviser shall convene separate meetings of the Certificate Holders of the Funds to seek their approval, by a majority of not less than three-fourth of such Certificate Holders entitled to vote, on the principle of one vote for one certificate held, as are present in person or through Proxy at a general meeting. The Fund Manager shall convene meeting, on the pattern of public companies, required under the Companies Ordinance and observe all the formalities applicable to such meetings for seeking approval of the Certificate Holders to the scheme of merger. In the event the Certificate Holders of the three Funds approve the Scheme, ACF, AGF and ASMF Funds will be merged into UTP-GF. To avoid a dead end, so that the merger process is not delayed, modification of the Scheme is also proposed, should the Certificate Holders of one of the Funds do not approve the merger of the Funds. The modification would provide that those Funds voting in favor of the merger will be merged into UTP-GF and those not favoring the merger will continue as separate closed end trust, under their existing trust deed. II Justification With a view to achieve the economy of scales and to carry on the business more economically and efficiently, to streamline and maintain smooth and efficient management and corporate control, to cut un-necessary administrative, secretarial and other expenses, to spread the frozen shares of Pakistan State Oil over a wider asset base, to avoid multiplication of the managerial and corporate process and to otherwise carry on the business more conveniently and advantageously, the Board of Directors of ABAMCO Limited, after taking into account all the above factors, decided that ACF, AGF and ASMF be merged into UTP-GF, to be registered as a closed end trust under a Trust Deed between ABAMCO Limited, as the investment adviser and Central Depositary Company of Pakistan Limited, as the trustee, subject to approval of the SECP. The Board of Directors also decided to seek listing of UTP-GF on at least one of the stock exchanges in Pakistan. III Approval of SECP of the Trust Deed and No Objection to the Scheme Application has been made to the SECP for the approval of the Trust Deed and issue of no objection to Scheme, which lays down the manner in which the certificates in the UTP-GF will be allocated and issued to the Certificate Holders of ACF, AGF and ASMF. The Board of Directors of ABAMCO Limited has approved the Trust Deed, prior to its execution and has also approved the Scheme through resolution dated November 30, 2005. Copy of the Trust Deed will be provided to the Certificate Holders on request.

5 The sanctioning of the said Scheme by the Certificate Holders and the no objection by the SECP shall have the following effect:- 1. The Scheme shall become effective as of December 31, 2005, or such later date, as SECP may allow. 2. The Scheme will not affect the interest of any creditors or any Certificate Holder. 3. ABAMCO Limited would be the investment adviser of UTP-GF and Central Depositary Company of Pakistan Limited would be the trustee. 4. A closed-end scheme, in the name of UTP-GF is under process of registration, with ABAMCO Limited as the investment adviser and Central Depository Company of Pakistan Limited as the trustee, appointed with the approval of Securities and Exchange Commission of Pakistan (SECP), in which ACF, AGF and ASMF shall be merged as outlined above. IV Outline/ Effect of the Scheme A. If the Certificate Holders of all the three Funds approve the Scheme 1. The UTP-GF shall take over the assets and liabilities of ACF, AGF and ASMF by transfer to and vesting in UTP-GF, the whole Undertaking of ACF, AGF and ASMF, which shall stand transferred to and vested in UTP-GF from the Effective Date, which is December 31, 2005 or later. 2. The Undertaking of ACF, AGF and ASMF to be transferred to and vested in UTP-GF from the Effective Date under the Scheme shall be inclusive of properties, assets, rights, liabilities, bank balances, obligations, mandates, authorizations, undertaking, securities, contracts, documents, records, etc. of ACF, AGF and ASMF, as mentioned in the Scheme. 3. As consideration for the transfer to and vesting in UTP-GF of the Undertaking of ACF, AGF and ASMF, UTP-GF shall allot and issue at par 318,004,463 Certificates of UTP-GF of Rupees 10/= each, credited as fully paid-up to those persons who, on a day to be fixed by the Directors of ABAMCO Limited are registered Certificate Holders in ACF, AGF and ASMF. They shall be allotted by issuing appropriate number of Certificates of Rs. 10/- each of UTP-GF on the basis of every one thousand certificates of ACF, AGF and ASMF as per the swap ratio determined as per the audited accounts as on December 31, 2005 of the respective fund and such Certificates to rank pari-passu. Upon allotment of the Certificates of UTP-GF to the Holders of the Certificates of ACF, AGF and ASMF, all Certificates of ACF, AGF and ASMF shall stand cancelled. The Certificate Holders of ACF, AGF and ASMF will not be entitled to any fraction certificate of UTP-GF. All fractional entitlement will be consolidated

6 and sold in the market. The sale proceeds will be paid to the Certificate Holders of UTP-GF entitled to the fraction with the next dividend distribution or earlier as may be decided by the Investment Adviser. 4. The allotment of Certificates to Certificate Holders of ACF, AGF and ASMF, as stated in paragraph 3 above shall be done strictly on the basis of net asset value of respective funds as on December 31, 2005. 5. As of the Effective Date, UTP-GF shall undertake, pay, discharge, perform and fulfill the liabilities, contracts, engagements, commitments and obligations whatsoever of ACF, AGF and ASMF. 6. All suits, appeals and other legal proceedings instituted in relation to ACF, AGF and ASMF and pending immediately before the Effective Date, shall be treated as suits, appeals and legal proceedings by or against UTP-GF and may be continued, prosecuted and enforced by or against UTP-GF. 7. The reserves, if any, including un-appropriated profit of ACF, AGF and ASMF as on December 31, 2005 shall constitute and be treated as reserves of a corresponding nature in UTP-GF, except for those utilized / created as a result of amalgamation under this Scheme. 8. ACF, AGF and ASMF will be dissolved on the date on which the Certificates of UTP-GF are allotted to the Holders of the Certificates of ACF, AGF and ASMF. 9. As stated above under the Scheme, if the Certificate Holders of all the three Funds do not approve the Scheme, the Scheme will continue in the modified form, which is stated in B and C below. In this Scheme, where ever, reference is made to the merger of the three Funds under the Scheme of Arrangement for Amalgamation, the same shall also apply to the Scheme in the modified form, as stated in B and C below. B - If the Certificate Holders of any two Funds (out of the three Funds) approve the Scheme 1. The UTP-GF shall take over the assets and liabilities of those Funds, whose Certificate Holders have approved the Scheme by transfer to and vesting in UTP-GF, the whole Undertaking of those Funds, which shall stand transferred to and vest in UTP-GF from the Effective Date, which is December 31, 2005 or later. 2. The Undertaking of the Funds to be transferred to and vested in UTP-GF from the Effective Date under the Scheme shall be inclusive of properties, assets, rights, liabilities, bank balances, obligations, mandates, authorizations, undertaking, securities, contracts, documents, records, etc. of those Funds, as mentioned in the Scheme.

7 3. As consideration for the transfer to and vesting in UTP-GF of the Undertaking of the Funds, UTP-GF shall allot and issue at par Certificates of UTP-GF of Rupees 10/- each, credited as fully paid-up to those persons who, on a day to be fixed by the Directors of ABAMCO Limited are registered Certificate Holders in those Funds. They shall be allotted Certificates of Rupees 10/- each of UTP-GF in the ratio to be determined as mentioned in A 3 above. The Certificate Holders of those Funds will not be entitled to any fraction certificate of UTP-GF. All fractional entitlement will be consolidated and sold in the market. The sale proceeds will be paid to the Certificate Holders of UTP-GF entitled to the fraction with the next dividend distribution or earlier as may be decided by the Investment Adviser. 4. The paragraphs A 4 to 8, in so far applicable above will also apply to those Funds approving the Scheme. 5. The remaining Fund, whose Certificate Holders do not approve the Scheme, will continue to operate as separate closed end trust, under its existing trust deed. C - If the Certificate Holders of two or all the three Funds do not approve the Scheme 1. The three funds will continue to operate as separate closed end trusts, under their existing trust deeds. 2. The UTP-GF shall not be initiated.

8 SCHEME OF ARRANGEMENT FOR AMALGAMATION OF ABAMCO Capital Fund ABAMCO Growth Fund ABAMCO Stock Market Fund I- Definitions In this Scheme of Arrangement for Amalgamation, unless the subject or context otherwise requires, the following expressions shall bear the meanings specified against them below: a) Accounting Period means a period commencing from the first day of July and ending on thirtieth day of June or any other period as may be approved by the SECP and the Income Tax authorities. b) Closed-end Scheme shall have the same meaning as in Rules. c) ICP means the Investment Corporation of Pakistan. d) ICP Mutual Funds Lot A means 1 st, 3 rd, 4 th, 8 th, 11 th, 12 th, 15 th, 19 th, 20 th, 21 st, 23 rd, and 25 th ICP Mutual Funds. e) Net Asset and Net Asset Value (NAV) shall have the same meaning as in Rules. f) SECP means the Securities & Exchange Commission of Pakistan, established under Section 3 of the Securities and Exchange Commission of Pakistan Act, 1997, and its legal successor. g) Rules means The Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003. h) Scheme means the Scheme of Arrangement for Amalgamation of ACF, AGF and ASMF in its present form or with any modifications thereof or additions thereto as may be approved by the Certificate Holders of the Funds with such conditions as imposed by the SECP (if any). The Scheme lays down the investment, distribution and operational policies of the Closed-end Scheme. i) The Effective Date means December 31, 2005 or any later day, which shall be the day on which this Scheme becomes operative in accordance with the order of the SECP.

9 j) Proxy means written authority given by a Holder to another person to attend the meeting of the Certificate Holders, called by the Investment Adviser for the purpose of approving the Scheme of Arrangement for Amalgamation (Scheme). Proxy shall be issued in the same manner and on the same terms as provided in the Companies Ordinance, 1984. k) Resolution means a resolution which has been passed to approve the Scheme, by a majority of not less than three-fourth of such Certificate Holders entitled to vote, on the basis of one vote for one certificate held, as are present in person or through Proxy at a General Meeting of which not less than twenty-one days notice specifying the intention to propose the resolution has been duly given. The headings and marginal notes are inserted for convenience only and shall not affect construction of this Scheme. II- Capital of ACF, AGF and ASMF The combined issued share capital of ACF, AGF and ASMF is Rs. 3,180,044,630/- (Rupees Three Thousand One Hundred and Eighty Million Forty Four Thousand Six Hundred and Thirty only) divided into 318,004,463 Certificates of Rs: 10/= each, detailed as under: Fund Number of Certificates of Rs. 10/= each Issued capital (Rupees) ABAMCO Capital Fund 202,941,963 2,029,419,630 ABAMCO Growth Fund 27,562,500 275,625,000 ABAMCO Stock Market Fund 87,500,000 875,000,000 Total 318,004,463 3,180,044,630 III- Objective of the Scheme The principal objective of this Scheme is to effect an amalgamation among ACF, AGF and ASMF by transfer to and vesting in a closed-end scheme, UTP-GF registered under the Trusts Act, 1882 and established under the provisions of the Rules, the whole Undertaking of ACF, AGF and ASMF together with all the rights, contracts, assets, liabilities and obligations of every description, against the allotment and issuance to the registered Certificate Holders of ACF, AGF and ASMF an appropriate number of Certificates of Rs. 10/- each of UTP-GF on the basis of every one thousand certificates of ACF, AGF and ASMF as per the swap ratio determined on the basis of NAV as on December 31, 2005 of the respective fund to be credited as fully paid up, and the dissolution of ACF, AGF and ASMF without winding up.

10 The Certificate Holders of ACF, AGF and ASMF will not be entitled to any fraction certificate of UTP-GF. All fractional entitlement will be consolidated and sold in the market. The sale proceeds will be paid to the Certificate Holders of UTP-GF entitled to the fraction with the next dividend distribution or earlier at the discretion of the Investment Adviser. IV- UTP Growth Fund 4.1 Constitution ACF, AGF and ASMF shall be merged into UTP-GF, a closed-end scheme to be constituted under a Trust Deed between ABAMCO Limited, as the Investment Adviser and Central Depositary Company of Pakistan Limited, as the Trustee, with the approval of the Securities and Exchange Commission of Pakistan (SECP). The Fund will be governed under the Non Banking Finance Companies (Establishment and Regulation) Rules, 2003 (Rules) as amended from time to time. 4.2 Objectives and Investment Policy The investment objectives of ACF, AGF and ASMF are laid down in the constitutive documents of the respective funds, which provide that the Funds will invest in ordinary stocks and other securities, promising growth, capital appreciation and periodical returns on profit and loss sharing basis. In line with the constitutive documents of the respective funds, the main objective of the UTP-GF is to enable the Certificate Holders to participate in a diversified portfolio of high quality equity securities listed on the stock exchanges and to maximize the investment return, by prudent investment management, the total investment return consisting of a combination of capital appreciation and income. Any change in the investment objectives shall require the approval of the Certificate Holders of the UTP-GF by Resolution, except for any Investment(s) which are in line with the basic investment objectives. For such investments approval by Resolution will not be required. UTP-GF seeks to achieve the following benefits for the Certificate Holders: (a) Long term growth in the value of the investment that is aimed to out perform the underlying inflation rate in Pakistan as well as most of the other types of investments available. (b) To invest in shares of companies listed on the stock exchanges in Pakistan which are either: Consistently dividend paying Having growth prospects Are actively traded

11 (c) Diversification. Consistent with this policy, UTP-GF will invest in a diversified portfolio of equity securities listed or in the process of being listed on the Stock Exchanges in Pakistan. Such investments shall include those for ready as well as those for future settlements. The Investment Adviser shall determine the investment mix of the portfolio and also from time to time shall alter the mix, if it is of the view that particular sector or company so warrants. The cash resources not invested in equities at any point in time may be invested in bank deposits on profit and loss (PLS) basis, term finance certificates, Commercial Papers, Continuous Funding System (CFS) (or any other system replacing the CFS) up to but not greater than twenty five percent (25%) of the net assets of the Fund at any given time and not more than twenty percent (20%) in any single scrip (or any other limits specified by SECP) and investments on profit and loss basis in organizations and ventures and any other investment(s) which is/ are in line with the basic investment objectives of ACF, AGF and ASMF. 4.3 Investment Restrictions 1) UTP-GF shall be subject to exposure limits as are provided in the Rules. 2) UTP-GF may invest up to twenty per cent of its total investment portfolio in the unlisted government securities and secured debt securities having minimum investment grade rating subject to the limits prescribed in sub-clause (3) below and to such other conditions as the SECP may from time to time notify. 3) UTP-GF shall not invest in any one security by more than ten percent (10%) of the net assets of UTP-GF or ten percent (10%) of the issued capital of such company, which ever is lower. 4) UTP-GF shall not invest more than twenty-five (25%) percent of its Net Asset Value in any one sector. 5) UTP-GF shall not invest in any security of a company if any director or officer of the Investment Adviser owns more than five percent (5%) of the total nominal amount of the securities issued of such company, or collectively the directors and officers of the Investment Adviser owns more than ten percent (10%) of those securities. The exposure limit mentioned in (3) and (4) shall not apply to Frozen Shares. These represent the holdings in Pakistan State Oil Co. Limited, as detailed below, which Investment Adviser has agreed to sell in terms of MRTA to strategic buyers through Government of Pakistan and till such time, the Fund is required to hold them as an investment. The exposure limits, as provided in the Rules and as outlined above shall not apply to

12 Frozen Shares and any bonus or right shares, subsequently received and for all purpose such investment will be considered as separate block of investment. Provided further that the Investment Advisor will have six months to comply with the exposure limits incase such limits are exceeded owing to the appreciation or depreciation of any Investment or disposal of any investment. If the SECP modifies the Rules to allow any relaxations or exemptions, these will deem to have been included in this Scheme without requiring any modifications as such. Fund wise break-up of frozen shares of Pakistan State Oil Co. Limited is provided below: Fund No. of shares held Market Value on December 31, 2005 (Rupees) % of net assets ABAMCO Capital Fund 1,503,198 626,608,086 16.28% ABAMCO Growth Fund 1,002,081 417,717,465 38.95% ABAMCO Stock Market Fund 900,200 375,248,370 20.79% 6) UTP-GF will not at any time: (a) Purchase or sell: Bearer Securities; Securities on margins; Securities which result in assumption of unlimited or undetermined liability (actual or contingent); Real estate or interest in real estate save and except that the Investment Adviser may invest in securities secured by real estate or interest therein or equity securities issued by companies that invest in real estate or interest therein; Commodities or commodities contracts; Invest in anything other than Authorized Investments as defined herein;

13 (b) Make short sales of any security or maintain a short position. Exception to Investment Restrictions (a) If and so long as the value of the holding in a particular company or sector shall have reached the limit as per paragraph 4.3 (3) & (4) above, the Investment Adviser shall not purchase any further investment in such company or sector. However this restriction on purchase shall not apply to any offer of right offering. (b) The Fund may deposit securities for facilitation or guaranteeing settlement of its own trades and transactions in favor of an exchange or clearing house or national clearing and settlement system on acquiring associate membership of the concerned settlement system. The securities, however, shall not be pledged for any other reason with any other person or entity; (c) The Fund may sell its securities in forward contract if the Trustee of the Fund confirms that securities of such value are available in the portfolio of the Fund Transactions with Connected Persons UTP-GF shall not purchase from, or sell to, any connected person or employee of the closed-end fund or of the investment adviser thereof or a person who beneficially owns ten percent or more of the equity securities of the fund or of its investment adviser without the prior approval of the Commission in writing. 4.4 Certificates All Certificates represent an undivided share in the Deposited Property and each Holder has a beneficial interest in the Fund proportionate to the Certificates held by such Holder. The Certificates are transferable and can be pledged. Investment Adviser may with prior notice to each Holder and with the approval of the Trustee and subject to the compliance of any applicable rules and regulations, increase the capital by the creation of new certificates of such amount as may be deemed expedient. Such certificates shall be offered to the Holders first, strictly in proportion to the existing Certificates held by each Holder. Investment Adviser may also subdivide or consolidate the whole or any part of the Certificates and the Holder shall be bound accordingly. 4.5 Distribution Policy 1) Dividends

14 At least 90% of the income, excluding realized capital gains received and unrealized appreciation due to UTP-GF shall be distributed annually, as dividend and the balance of income will be retained for re-investment. The Investment Adviser may also distribute a portion of realized capital gains, as it may deem appropriate. 2) Declaration of Dividend The Investment Adviser shall decide not later than ninety days after the end of the Accounting Period whether to distribute profits if any, available for distribution in the form of dividends to the Certificate Holders. The balance of the net income will be retained for reinvestment in UTP-GF. The Investment Adviser may pay the Certificate Holders interim dividend, if it considers that the income for the Accounting Period would justify such distribution. The Investment Adviser may decide to distribute, wholly or in part, stock dividend, which would comprise of Bonus Certificates of UTP-GF. 3) Determination of Distributable Income The amount available for distribution in respect of any Accounting Period shall be the sum of all receipts of the nature of income and net realized appreciation, from which shall be deducted (1) the expenses and (2) any taxes on UTP-GF. The Income qualifying for distribution shall be adjusted by deduction of a sum representing diminution in the value of Deposited Property. 4) Payment of Dividend All payments for dividend shall be made by cheque by the Trustee in favor of the Certificate Holder or to the first named joint Holder and sent through the registered post at their registered address. Every cheque shall be made payable to the order of the person to whom it is delivered. Where an instruction has been received in such form as the Investment Adviser shall consider sufficient, payment of dividend on the total number of Certificates held by the Certificate Holder can be arranged to the banker. 4.6 Fees and Charges (a) The Investment Adviser shall be entitled to receive an annual remuneration of an amount not exceeding two percent (2%) of the average annual net assets calculated on monthly basis during the year.

15 (b) The Trustee shall be entitled to a monthly remuneration out of the Deposited Property based on an annual tariff of charges. Currently these charges are: I- 0.2% per annum up to Rupees 250 million; II- On amount exceeding Rs. 250 million up to Rs 500 million: Rs. 500,000 plus 0.15% per annum on amount exceeding Rs. 250 million; III- On amount exceeding Rs. 500 million up to Rs. 2,000 : Rs. 875,000 plus 0.08% per annum on amount exceeding Rs. 500 million IV- On amount exceeding Rs. 2,000 million up to Rs. 5,000 : Rs. 2,075,000 plus 0.06% per annum on amount exceeding Rs. 2,000 million V- On amount exceeding Rs. 5,000 million and above Rs. 3,875,000 plus 0.05% per annum on amount exceeding Rs. 5,000 million. The above charges may be revised from time to time in consultation with the Trustee. 4.7 Taxation The income of UTP-GF will be exempted from tax, if not less than 90% of the income of the year is distributed amongst the Certificate Holders as dividend. The 90% of the income shall be calculated after excluding realized capital gains and capital appreciation. The UTP-GF shall comply with the requirement of tax exemption and distribute at least 90% of the income, calculated as mentioned above. 4.8 Financial Reporting a) The Investment Adviser shall: I. Within four months of closing of the Accounting Period, prepare and transmit the annual report together with a copy of the balance sheet, income and expenditure account together with the Auditor s report for the Accounting Period to the SECP and Certificate Holders in accordance with the Rules. II. Within two months after the close of the first half of its year of account (second quarter) or such extended period as allowed by SECP, prepare and transmit to the Certificate Holders and the SECP a balance sheet and income and expenditure account as at the end of that half year, whether audited or otherwise, in accordance with the Rules. The Investment Adviser may transmit the accounts to the Holders either electronically (via website/ or email) or in physical form, if so requested.

16 III. Within thirty days after the close of the first and third quarter of the accounting period, prepare and transmit the quarterly report to the Certificate Holders and the SECP a profit and loss account for and the balance sheet as at the end of that quarter, whether audited or otherwise, in accordance with the Rules. The Investment Adviser may transmit the accounts to the Holders either electronically (via website and /or email) or in physical form, if so requested. b) The certificate holders give their consent to the Investment Advisor to place the quarterly and the half yearly accounts of the UTP GF on its web site at www.abamco.com. Hence copies of the quarterly and halfyearly accounts will not be transmitted to the certificate holders by post. However, the Investment Adviser shall provide to the certificate holders hard copies of quarterly accounts, on demand, at their registered address, free of cost, within one week of such demand. 4.9 Risk Investors may realize that investment in UTP-GF will have similar risk as ACF, AGF and ASMF in their present form. All investments involve risk. It should be clearly understood that the portfolio of UTP-GF is subject to market fluctuations and risk inherent in all such investments. The value of the Certificates in UTP-GF may appreciate as well as depreciate, as well as the level of dividend declared by UTP-GF may go down as well as up. Past performance does not necessarily indicate future performance. Investments will mainly be in the stock market. The risks of investment in the shares of listed companies include, but are not limited to the following: Change in business cycles affecting the business of the company in which the investment is made. Change in business circumstances of the company, its business sector, industry and/ or the economy in general. Mismanagement of the investee company, third party liability, whether through class action or otherwise or occurrence of other events such as strikes, fraud, etc., in the company in which investment is made. Break down of law and order, war, natural disasters, etc. Senior rights of creditors over the Certificate Holders in the event of winding up. Volatility in share prices resulting from their dependence on market sentiment, speculative activity, supply and demand for the shares and liquidity in the market.

17 The possibility of defaults by participants or failure of the stock exchanges, the depositories, the settlements or the clearing system. Any governmental or court orders restraining payment of capital or income. 4.10 Termination and Liquidation a) The Trust Deed may be terminated in accordance with the conditions specified in the Rules or under any other agreement or arrangement entered into between the Trustee and Investment Adviser regarding the Trust. b) UTP-GF shall be terminated if the Fund has under-performed the market for two consecutive years whereby the growth in the Fund s NAV remains less than seventy five percent of the growth in KSE All Share Index. The Fund may also be terminated if it has not paid dividends and / or issued bonus certificates for two consecutive years or if the Fund s NAV has fallen to forty percent or lower than the face value of the Certificates for a period of twelve months out of the last 24 months provided the above are not due to prolong downturns in the stock exchanges, as may be determined by SECP. If anyone of the above happens then the Fund shall be wound up / terminated. In such a situation conversion to open-end fund shall not be allowed. c) The termination of the Trust shall always require the prior written approval of SECP. 4.11 Conversion into an Open-Ended Fund Subject to the approval of the Certificate Holders by a Resolution and approval of SECP, the Investment Adviser may convert the Closed-end Scheme into an open-ended scheme, after fulfilling such conditions as are applicable to an open-ended scheme and on conditions which SECP may impose. However, the conversion shall not be allowed if clause 4.10 (b) of this Scheme applies. 4.12 Merger with other Closed-End Funds Subject to the approval of the Certificate Holders by Resolution and approval of SECP, the Fund may merge with any other closed-end scheme or investment company, provided that it is strictly on the basis of Net Asset Value. V- The Scheme

18 1- ACF, AGF and ASMF will be amalgamated by transfer to and vesting in UTP-GF the whole Undertaking of ACF, AGF and ASMF together with all the properties, assets, rights, contracts, liabilities and obligations of every kind and description of ACF, AGF and ASMF as subsisting immediately preceding the Effective Date (hereinafter referred to as ACF, AGF and ASMF Undertaking ). 2- ACF, AGF and ASMF Undertaking to be transferred to and vested in UTP-GF under the Scheme shall be inclusive but not limited to the following:- a- Transfer of Assets The assets of ACF, AGF and ASMF including properties of all kinds which comprise of shares, securities, investments in securities, profits, income, fees, dividends, rights and bonus issues, amounts receivables from brokers on sale of marketable securities, actionable claims, book debts, advances, deposits, prepayments, contracts, licenses, privileges and all other receivables, whether accrued or accruing, or contingent, whether solely or jointly with another or others, including cash and bank balances and profits or income thereon, the entitlements of ACF, AGF and ASMF to credit or refund of payments made for or in respect of any assessment or liability for taxes including advance tax collections and other assets. All these assets are free from any mortgages or charges or other encumbrances whatsoever. b- Transfer of Debts, Liabilities and Obligations The debts, liabilities and obligations of ACF, AGF and ASMF, whether accrued or accruing or contingent and whether incurred solely or jointly with another or others, including amounts owing to banks and financial institutions and other creditors, the liabilities of ACF, AGF and ASMF for payment of taxes, as well as any amounts payable to brokers on account of purchase of marketable securities. c- Banks Any accounts maintained by ACF, AGF and ASMF with any bank or financial institution shall at the Effective Date, become operative by UTP-GF or at UTP-GF s option, cease to be operative and any amounts or credit balances therein, shall be transferred to the accounts of UTP-GF. d- Instructions

19 Any existing instruction, order, direction, mandate, power of attorney, authority, undertaking or consent given to ACF or AGF or ASMF in writing (whether or not in relation to an account) with regard to ACF, AGF and ASMF shall have effect, on and from the Effective Date, as if given to UTP-GF. e- Securities Any security held immediately before the Effective Date by ACF, AGF and ASMF or by a nominee or agent of or trustee or custodian for ACF, AGF and ASMF, whether as security for the payment or discharge of any liability of a broker shall, on and from the Effective Date, be held by, or, as the case may be, by that nominee, agent or trustee for UTP-GF and be available to UTP-GF (whether for its own benefit or, as the case may be, for the benefit of any other person) including as security for the payment or discharge of such liability. In relation to any security vested in UTP-GF in accordance with the provisions of this Scheme and any liabilities thereby secured, UTP-GF shall be entitled to all the rights and priorities to which ACF, AGF and ASMF would have been entitled as if it had continued to hold the security. Any security referred to in the forgoing provisions of this paragraph which extends to future advances or liabilities shall, on and from the Effective Date, be available to UTP-GF (whether for its own benefit or, as the case may be, for the benefit of another person) as security for the payment or discharge of future advances and future liabilities to the same extent and in the same manner in all respects as future advances by, or liabilities to, UTP-GF as the case may be, as if UTP-GF were secured thereby immediately before that time. f- Contracts Every contract to which a nominee or agent of or trustee or custodian in relation to ACF, AGF and ASMF is a party shall have effect on and from the Effective Date as if: - UTP-GF had been a party thereto instead of a nominee or agent of or trustee or custodian. - Any reference (however worded and whether express or implied) to a nominee or agent of or trustee or custodian or ACF, AGF and ASMF shall be substituted, as respects anything failing to be done on or after the Effective Date, by a reference to UTP-GF.

20 g- Custody of Documents - The custody of any documents, records, properties and goods held by agents, custodian or trustee on account of ACF, AGF and ASMF, shall vest in UTP-GF on the Effective Date and the rights and obligations of ABAMCO on account of ACF, AGF and ASMF under any contracts relating to any such documents, records, properties or goods shall on that day become rights and obligations of UTP-GF. h- Issuance of Certificates by UTP Growth Fund - As consideration for the transfer to and vesting in UTP-GF of the ACF, AGF and ASMF Undertaking, UTP-GF shall issue at par and allot Certificates of UTP-GF credited as fully paid-up to all persons who, on a day to be fixed by the directors of ABAMCO Limited, investment adviser of UTP-GF after the Effective Date, are registered Holders of the Certificates of ACF, AGF and ASMF, and such allotments shall be made on the terms, that, in respect of every One Thousand Certificates of Rs. 10/- each in ACF, AGF and ASMF there shall be allotted Certificates of Rs. 10/- each of UTP-GF in the ratio determined on the basis of net asset value as on December 31, 2005 of respective funds. - At least seven (7) days notice shall be published in at least one issue each of a daily newspaper in the English language and a daily newspaper in the Urdu language having wide circulation in the major cities of Pakistan, of the date fixed by the Directors of ABAMCO Limited, investment adviser of UTP-GF by reference to which the registered Holders of the Certificates of ACF, AGF and ASMF are to be determined for entitlement to Certificates of UTP-GF. Such notice shall also specify the date by which the Holders of the Certificates of ACF, AGF and ASMF shall deliver to the share registrar of UTP-GF for cancellation of all Certificates representing the Certificate Holding in ACF, AGF and ASMF held by them, and such Certificates shall be delivered to the share registrar of UTP-GF on or before that date or any extended date. - The allotment of the Certificates of UTP-GF shall be made by the Investment Adviser of UTP-GF within 30 days from the date so notified and the Certificates shall be made ready for delivery as soon as practicable thereafter and notices of their readiness for delivery shall be published in

21 the daily newspaper in the manner aforesaid. Certificates not collected within the time specified in any such notice shall be sent by post in prepaid envelopes addressed to the persons entitled thereto at their respective registered addresses. In case of joint Holders, Certificates shall be delivered to or sent by post to the address of that one of the joint Holders whose name stands first in respect of such joint holding. UTP-GF shall not be responsible for the loss of any certificate in transmission. - Upon the allotment of the Certificates of UTP-GF to the Holders of the Certificates of ACF, AGF and ASMF in the manner aforesaid, all Certificates representing the Certificates of ACF, AGF and ASMF shall stand cancelled. - The Certificates of ACF, AGF and ASMF upon issue and allotment pursuant to this Scheme shall rank pari passu with the existing Certificates of UTP-GF in all respects and shall be entitled to all dividends and other benefits as may be declared by UTP-GF after the Effective Date. - In case of Book Entry Securities, as defined under the Central Depositories Act, 1997 and the Central Depository Company of Pakistan Limited Regulations ( CDC Regulations ), such Book Entry Securities of ACF, AGF and ASMF shall be cancelled and in lieu thereof Book Entry Securities of UTP-GF shall be issued to the Certificate Holders of ACF, AGF and ASMF in the above ratio in accordance with the procedure prescribed under the CDC Regulations. i- Obligations, Representations and Indemnifications - Upon the amalgamation, UTP-GF shall take all necessary and expedient steps to properly and efficiently manage the entire businesses and affairs, as a merged entity. - Upon the amalgamation, UTP-GF shall operate and promote its entire business and affairs in the normal course, as a merged closed-end scheme. - As of the Effective Date, UTP-GF shall undertake, pay, discharge, perform and fulfill all the liabilities, contracts, engagements, commitments, debts and obligations whatsoever of ACF, AGF and ASMF. j- Investment Adviser

22 - Upon the amalgamation of ACF, AGF and ASMF into UTP- GF, ABAMCO Limited, which is the Investment Adviser of ACF, AGF and ASMF, will remain the Investment Adviser of UTP-GF. k- Trustee - Upon the amalgamation of ACF, AGF and ASMF into UTP- GF, Central Depository Company of Pakistan Limited will be the Trustee of UTP-GF in terms of the Trust Deed of UTP-GF. l- Custodian - The Trustee may appoint a custodian of the UTP-GF with the approval of the Investment Adviser, under a Custodian Agreement to be executed between the Trustee and the Custodian. m- Dissolution of ACF, AGF and ASMF - Upon the amalgamation of ACF, AGF and ASMF into UTP- GF and the issuance of Certificates by UTP-GF to the Holders of the Certificates of ACF, AGF and ASMF, ACF, AGF and ASMF, shall stand dissolved without winding up. n- Advantages of Amalgamation The amalgamation will result in efficiencies and benefits, summarized as follows: - - The amalgamation of the three Funds into one will enable exploration of new avenues for investment, which is now restricted due to limitation of capital. The amalgamation would provide strong equity base. - The amalgamation would permit considerable ease in operations and may result in some reduction in operating expenses and overheads and improvement in revenue. - There is a complete uniformity of interests of ACF, AGF and ASMF with regards to nature of business, the amalgamation would therefore result in some reduction of working costs and enhancement of administrative

23 Funds efficiencies in the carrying on the business on account of unified control. - The interest of the Certificate Holders of each Fund has been safeguarded, as they have been allotted Certificates in the UTP-GF on the basis of NAV. o- Financial Information of ACF, AGF and ASMF The profit after tax, earning per certificate and the dividends paid of ACF, AGF and ASMF as shown in their audited accounts for each of the two years up to June 30, 2005, are as follows: Profit after tax (Rupees in million) Earning per certificate (Rupees) Dividend/ Bonus (Percent) 2005 2004 2005 2004 2005 2004 ACF 291.53 595.28 1.76 4.13 12.5% 20.0%B AGF 157.19 106.16 7.26 6.61 26.0% 25.0%B ASMF 135.40 321.42 1.78 4.96 15.0% 25.0%B The net assets on December 31, 2005 and June 30, 2005 and NAV on the above dates are given as under:- December 31, 2005 (Un-audited) Net Assets (Rs in million) NAV (Rs.) Net Assets (Rs in million) June 30, 2005 NAV (Rs.) ACF 3,848.33 18.96 3029.04 14.93 AGF 1,072.44 38.91 898.38 32.59 ASMF 1,805.08 20.63 1,447.55 16.54 p- Miscellaneous - All suits, appeals and other legal proceedings in relation to ACF, AGF and ASMF and pending immediately before the Effective Date shall be treated as suits, appeals and legal proceedings by or against UTP-GF and may be continued, prosecuted, defended and/or enforced by or against UTP- GF accordingly. - The reserves, if any, including un-appropriated profit of ACF, AGF and ASMF as on December 31, 2005 except for those created / utilized as a result of amalgamation under this Scheme shall constitute and be treated as reserves of

24 a corresponding nature in UTP-GF and shall be accounted for on that basis in the books of account of UTP-GF. - Pending the merger, ACF, AGF and ASMF shall not make any declaration of dividend or issue any bonus shares or right shares or alter its share capital in any manner. - All dividends mandates already existing in relation to the Certificates of ACF, AGF and ASMF shall operate in relation to any new Certificates of UTP-GF allotted to the same Holder. - ACF, AGF and ASMF shall be dissolved, without winding up, on the date on which the Certificates of UTP-GF are allotted to the Holders of the Certificates of ACF, AGF and ASMF or on such later date as SECP by order may prescribe. - All costs, charges and expenses in respect of the preparation of this Scheme and carrying the same into effect shall be borne and paid on account of ACF, AGF and ASMF and UTP-GF. - This Scheme shall become operative as soon as order of sanctioning the Scheme is issued by the SECP and unless, this Scheme shall have become effective as aforesaid on or before December 31, 2005, or such later date, if any as SECP may allow, the same shall not become effective. VI - Modified Scheme of Arrangement for Amalgamation A. The Scheme seeks approval of the Certificate Holders of the Funds by a majority of not less than three-fourth of such Certificate Holders entitled to vote, on the basis of one vote for one certificate held, as are present in person or through Proxy at a General Meeting convened by the Investment Adviser. In the event that the Certificate Holders of one of three Funds does not vote in favor of the Scheme and the remaining Funds vote in favor of the Scheme, the Investment Adviser shall proceed, as if the Scheme was applicable to those Funds, whose Certificate Holders have voted in favor of the Scheme. In that event following course of action will be taken: a) The Funds agreeing to the Scheme will be merged in UTP-GF and the same merger ratio as stated in the Scheme shall apply. The number of Certificates to be issued will accordingly be reworked by applying

25 the swap ratio as will be determined on the basis of NAV as on December 31, 2005 of the respective funds. b) The Fund opting out of the Scheme will continue to function under the existing trust deed. B. In the event the Certificate Holders of two or all three Funds do not approve the Scheme: - The three funds will continue to operate as separate closed end trusts, under their existing trust deeds. - The UTP-GF shall not be initiated. Approved by the Board of Directors of ABAMCO Limited pursuant to the Resolution passed at the meeting held on November 30, 2005. For ABAMCO Limited Muhammad Najam Ali Chief Executive Ali Raza Siddiqui Director Karachi: Dated: November 30, 2005