UFI Prospectus
UFI Prospectus
UFI Prospectus
450,000,000 Shares
COMMON STOCK
The Funds shares consisting of Four Hundred Fifty Million
(450,000,000) Common Stock with a par value of P1.00 will be offered
at current Net Asset Value per Share. The shares to be offered are not
listed in the Philippine Stock Exchange, and shall be traded through its
principal distributor, Cocolife Asset Management Company, Inc.
A total of 450,000,000 United Fund, Inc. shares will be offered to the public.
The issuer is a domestic corporation, registered on November 16, 1993 as United Fund, Inc. The Fund originally
has an authorized capital stock of two hundred million pesos (P200,000,000) divided into two hundred million
shares with a par value of P1.00 per share. At inception, fifty million pesos (P50,000,000) worth of shares have
been subscribed and paid upon incorporation. On April 16, 2012, the Securities and Exchange Commission (SEC)
approved the increase of the Funds authorized capital stock by two hundred fifty million pesos (P250,000,000)
divided into two hundred fifty million shares (250,000,000) with a par value of one peso (P1.00) per share. Thus,
having a total authorized capital stock of four hundred fifty pesos (P450,000,000) divided into four hundred fifty
million shares (450,000,000) with a par value of one peso (P1.00) per share. Out of the increased authorized
capital stock, sixty two million five hundred thousand (62,500,000) shares have been actually subscribed at the
subscription price of one hundred seventy one million sixty one thousand seventeen pesos (P171,061,017), and of
said subscription, the amount of forty three million three hundred ninety five thousand seven hundred forty two
pesos (P43,395,742) has been actually paid in cash.
The estimated proceeds to be raised by the Fund is nine hundred twenty two million twenty five thousand pesos
(922,025,000) assuming that all of the authorized shares are sold at the net asset value per share of 3.6881 as of
May 31, 2013, exclusive of filing, registration and publication expenses.
The company will invest the proceeds of the sale of its shares in blue chips and growth stocks listed in the
Philippine Stock Exchange and in a diversified portfolio of medium to long-term high grade fixed income
instruments and/or evidences of debt of the Government of the Republic of the Philippines or its duly authorized
political subdivisions; Government-owned or controlled corporations and instrumentalities; and, solvent
corporations or institutions created or existing under the laws of the Philippines.
A fund managers fee equivalent to two percent (2%) per annum of the average net asset value of United Fund,
Inc.'s (UFI) assets computed on a daily basis, shall be payable to its Investment Manager, Cocolife Asset
Management Company, Inc. (CAMCI). Cash and stock dividends will only be given to stockholders when
declared by the Board of Directors.
A distribution or sales load fee not to exceed five percent (5%) of the offering price shall be payable to Cocolife
Asset Management Company, Inc.
Dividends payable out of the surplus profits of the Corporation may be declared at such time as the Board of
Directors shall determine. No dividend shall be declared that will impair the capital of the Corporation. Stock
dividends may be declared in accordance with law.
No dealer, selling agent and any other person has been authorized to give information or make representation not
contained in this Prospectus. This Prospectus does not constitute an offer of any securities other than those to
which it relates, or an offer to sell or a solicitation of an offer to buy those to which it relates in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The delivery of this
Prospectus at anytime does not imply that the information herein contained is correct as of anytime subsequent to
this date.
The information contained in this Prospectus has been supplied by United Fund, Inc. unless otherwise stated.
United Fund, Inc. accepts full responsibility for the accuracy of the information given herein, and confirms that
there are no omissions of fact, which would make any statement in this Prospectus misleading.
Please read this Prospectus carefully before investing.
ALL REGISTRATION REQUIREMENTS HAVE BEEN MET AND ALL INFORMATION CONTAINED
HEREIN IS TRUE AND CURRENT.
UNITED FUND, INC.
By:
TABLE OF CONTENTS
Page No.
Prospectus Summary
Financial Highlights
Glossary
Risk Factors
Risk Disclosure Statement
Investment Objective
Investment Restrictions
Terms of Pricing of Securities
Investment Procedure
Extent of Participation or Ownership of the Board of Directors
Parties Involved in the Fund
Use of Proceeds
Determination of Offering Price
Plan of Distribution
Description of Securities to be Registered
Corporate Profile
Material Contracts and Agreements
Capitalization
Involvement in Certain Legal Proceedings
Market Information
Holders
Dividends
Unregistered or Exempt Securities
Managements Discussion and Plan of Operation
Related Party Transactions
Material Events and Uncertainties
Benefits to the Investor
Material Changes
Directors and Officers of UFI
Significant Employee
Family Relationship
Directors Involvement in Certain Legal Proceedings
Changes in and Disagreements with Accountant on
Accounting and Financial Disclosures
External Audit and Services
Executive Compensation
Employment Contracts and Termination of Employment
and Change in Control
Security Ownership of Certain Record and Beneficial Owners
Security Ownership of Management
Certain Relationship and Related Transactions
Corporate Governance
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SUBSCRIBED AND SWORN to before me this _____________, affiant(s) exhibiting to me his TIN 106907-891.
Doc. No. _____;
Page No. _____;
Book No. _____;
Series of
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the detailed information appearing elsewhere in this
prospectus
Issuer
United Fund, Inc. operates as an investment company with focus on medium- to long-term capital
appreciation through investment in blue chips and growth stocks listed in the Philippine Stock Exchange
and via interest income earned through investment in medium- to long-term debt instruments such as
corporate bonds, treasury notes, treasury bonds, agency bonds and other fixed income instruments. The
companys investment category is moderate to high risk.
Shares Offered/Par Value
Common stock with par value of One Peso (P
= 1.00) per share.
Offering Price
At the current Net Asset Value (NAV) per share for the banking day, if payment is made within the daily
cut-off time, plus a sales load.
Sales Load
A sales load fee will be charged on the investment made at any one time by an investor. The fee will be
added to the Net Asset Value per Share (NAVPS) which will then be the selling price for the day.
Applicable sales load rate shall not exceed five percent (5%) of NAVPS.
purchased. Some of the risks are interest rate risk, liquidity risk, credit/default risk, and call/prepayment
risk.
Risk factors may also include, among other things, an absence of operating history of the registrant, no
recent profit from operations, poor financial position, the kind of business in which the registrant
proposes to engage, or no market for the registrants securities.
2012 (Audited)
129,016,582
2011 (Audited)
74,526,856
5,106,870
18,749,563
91,010,382
355,961
2,171,886
Net Income
72,202,485
108,095,133
(18,437,242)
Total Assets
795,092,675
852,544,549
620,566,205
15,141,185
183,666,337
24,138,367
779,951,490
668,878,212
596,427,838
Total Liabilities
Net Assets
NAVPS
3.6180
3.2745
1,953,716
2.7524
GLOSSARY
Investment Manager
Cocolife Asset Management Company, Inc.
Principal Distributor
Cocolife Asset Management Company, Inc.
The Fund or the Company
United Fund, Inc.
BSP
Bangko Sentral ng Pilipinas
Custodian Bank
United Coconut Planters Bank - Trust Banking Division
Pesos or P
=
Philippine Peso, lawful currency of the Philippines.
Investor
Any person, association or corporation who desires to invest in the shares of the United Fund, Inc.
NAV
Net Asset Value
PSE or the Exchange
Philippine Stock Exchange
R.A. 2629
Republic Act No. 2629 or the Investment Company Act
SEC or the Commission
Securities and Exchange Commission
Shareholder or Stockholder
Any natural or juridical person who has subscribed to the shares of the United Fund, Inc.
Transfer Agent
United Coconut Planters Bank - Trust Banking Division
RISK FACTORS
The value of investments in mutual funds is not guaranteed and unlike bank deposits, mutual funds
are not insured with the Philippine Depository Insurance Corporation (PDIC).
The value of
investments will vary from day to day depending on the market value of the individual securities of
its portfolio.
Factors that can affect the value of these securities include economic conditions, interest rates,
government regulations and taxation, and corporate performance. As a result, the investment may, at
any time, be worth more or less than when the investor purchased the shares.
The companys investments in fixed income and equity securities are exposed to the following risks,
in the order of importance, a change in any of which may result in a change in the Net Asset Value
of its Shares.
Market Risk, the risk that the value of an investment will decrease due to movements in market
factors, specifically, the following market risk factor:
Equity Risk. This refers to the volatility of stock prices. The daily fluctuations of stock prices
are due to reaction to news as well as the number of sellers and buyers in the market. It is also
affected by factors associated with the company.
This will be managed through prudent selection and avoidance of speculative and dubious
stock issues as well portfolio diversification to reduce the impact of possible risks.
Interest Rate Risk. This refers to the volatility of bond prices that result from changes in
interest rates. If bonds are purchased and interest rates subsequently rise, then the market
prices of the purchased bonds will decline.
The company shall manage interest rate risk by actively monitoring the prevailing interest
rates. During periods of rising interest rates, the fund will reduce the duration of the portfolio.
During periods of declining interest rates, the fund manager will increase the duration of the
portfolio.
Liquidity Risk. The risk that the investment may not find a ready buyer or that it may have to be
disposed at a substantial loss.
The Fund maintains sufficient liquidity in the form of special deposits which may be withdrawn
anytime at minimal cost
Credit/Default Risk. This refers to the creditworthiness of the bond issuer or its expected
ability to pay interest and repay its debt.
Loans to private corporations will be limited only to high credit quality Philippine companies that
meet the standards set by the Fund Managers.
Call/Prepayment Risk. The possibility that a bond will be called away from the investors or will
be prepaid by the issuer before its maturity date. This usually happens when interest rates drop
and the issuer has an opportunity to borrow money at a lower rate than the one currently being
paid. As a consequence, the bondholder will not receive any more interest payments from the
investment and may be forced to reinvest his money at lower rates.
This risk can be managed by knowing if and when an issue can be called. The fund also avoids
bonds with call dates in the near future, especially if interest rates are falling.
An investor deals in a range of investments each of which may carry a different level of risk.
5.
United Fund shall not incur any debt or borrowing unless at the time of its occurrence or
immediately thereafter there is an asset coverage of at least three hundred percent (300%) for
all its borrowings. In the event that such asset coverage shall fall below 300%, the United
Fund shall within three (3) days thereafter, reduce the amount of its borrowings to an extent
that the asset coverage of such borrowings shall be at least 300%.
6.
United Fund shall not participate in an underwriting or selling group in connection with public
distribution of securities, except for its own capital stock.
7.
United Fund shall not purchase from or sell to any of its officers or directors or the officers or
director of its Investment Manager and distributors or firms of which any of them are
members, any security other than those of the capital stock of the United Fund.
8.
As provided in Section 15 of the Act, the total operational expenses of an investment company
shall not exceed ten percent (10%) of its total investment fund or total net worth as shown in its
previous years audited financial statements.
INVESTMENT RESTRICTIONS
As prescribed by law, the following investment restrictions shall apply:
1.
2.
3.
The maximum investment in any single enterprise shall not exceed an amount equivalent to ten
percent (10%) of the funds net asset value, except investments in the obligations of the
Philippine government and its instrumentalities; and in no case shall the total investment
exceed ten percent (10%) of the outstanding securities of any one investee Company.
For liquidity purposes unless otherwise prescribed by the Commission, at least ten percent
(10%) of the United Fund shall be invested in liquid/semi-liquid assets such as:
a)
b)
Savings or time deposits with government owned banks or commercial banks, provided
that in no such case shall any such savings or time deposit accounts be accepted or
allowed under a bearer, numbered account or other similar arrangement.
Unless the Commission shall provide otherwise, no investment company shall sell securities
short or invest in any of the following:
a)
b)
c)
d)
4.
United Fund, Inc. may not change its investment objective without prior approval of a majority
of its shareholders.
NAVPS is defined as the difference of total assets of the Company less its total liabilities divided by
the number of shares outstanding. NAVPS is computed daily on each banking day. A banking day
is defined as a day when commercial banks in Metro Manila are not required or authorized to close
by law.
The Fund shall post its NAVPS on a daily basis and shall publish such daily prices in at least two (2)
newspapers of general circulation in the Philippines and post them daily in a conspicuous place at
the Funds principal office as well as in all its branches or correspondent offices that may be
designated as redemption centers.
Sales Load
Depending on the amount of investment in United Fund, a sales load fee will be charged, which will
be added to the Net Asset Value per Share (NAVPS). This will then be the selling price for the day.
Applicable sales load rate shall not exceed five percent (5%) of NAVPS.
Minimum Investment
Minimum initial purchase of P
= 5,000.00 and each additional investment is in multiples of P
=
1,000.00. The securities sold shall be on a cash basis and that installment sales are expressly
prohibited.
INVESTMENT PROCEDURE
PURCHASE OF SHARES
United Fund shares may be purchased through the principal distributor, Cocolife Asset Management
Co., Inc. (CAMCI), or through their licensed selling agent. The investor shall accomplish an
account opening form, an order form and two (2) signature cards to be submitted together with a
check or payment order payable to United Fund, Inc.. An official receipt is issued to the investor.
stock certificate may be issued even before the expiration of the one (1) year period;
provided, however that if a contest has been presented to United Fund, Inc. or if an action is
pending in court regarding the ownership of said stock certificate, the issuance of the new
stock certificate shall be suspended until the final decision is issued by the court regarding
the ownership of said stock certificate
REDEMPTION OF SHARES
Any shareholder may require United Fund to redeem his shares by filling up the request for
redemption form and forwarding the same to the Investment Manager together with the Depository
Receipts and/or stock certificates.
B. Acceptance of Application
Applications to purchase are subject to approval by the Investment Manager. Applications,
which do not comply with the purchase terms, rules and regulations, may be rejected at the sole
discretion of the Investment Manager.
C. Issuance of Stock Certificates / Depository Receipt
Depository Receipts evidencing ownership of shares shall be issued in lieu of stock certificates.
The required documentary stamps shall be affixed on the Depository Receipts.
Stock Certificates representing ownership of shares in United Fund, Inc. shall be available as
soon as practicable at the offices of the stock transfer agent upon request of a stockholder.
Costs on the issuance of stock certificates shall be borne by the stockholder who requests for the
issuance or transfer of stock certificates.
Payments for the redeemed shares shall be effected within seven banking days after receipt of
redemption request.
However, pursuant to the Investment Company Act Rule 35-1 (e)(6), The Commission may,
whenever necessary or appropriate in the public interest or for the protection of investors, suspend
the redemption of securities of open-end companies.
Redemption Centers
The shares can be redeemed at the place where these shares were originally purchased.
The investment company may also establish a network of redemption centers pursuant to the
Investment Company Act Rule 35-1(c)(4) which states that In case of open-end investment funds,
the investment company may establish a network of redemption centers acceptable to the
Commission.
1. The registered owner of the DR or his legal representative shall file with United Fund, Inc. an
affidavit setting forth the circumstances as to how the DR was lost, the number of shares
represented by each DR and the serial numbers of the DR.
2. After verifying the affidavit and other information and evidence with the books of the Fund,
the Fund shall cancel in its books the DR and issue in lieu thereof a new DR.
Redemption Charges
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The redemption price of the securities surrendered within the daily cut-off time shall be the next
banking days NAV per share while those surrendered after the daily cut-off time shall be deemed to
have been received on the next banking day. The daily cut-off time shall be 12:00 oclock noon.
One year
Redemptions of shares held for less than one year will be subject to a redemption fee not to exceed
3.5% of NAV per share. Redemption fee for redemptions of shares held for more than one year will
be charged a minimal processing fee of P
= 10.
Computation of Net Asset Value
NAV per share is defined as the difference of total assets of the Company less its total liabilities
divided by the total number of shares outstanding at the close of the banking day.
NAV per share is computed daily on each banking day. A banking day is defined as a day when
commercial banks in Metro Manila are not required or authorized to close by law.
Computation of the net asset value per share shall be applied consistently and any change in the net
asset value per share calculation or valuation shall be subject to the approval of the Commission.
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Taxation
Gains realized by a stockholder upon the redemption of shares of stock in a mutual fund company
are excluded from the computation of such stockholders gross income and are, thus, exempt from
taxation.
EXTENT OF PARTICIPATION OR OWNERSHIP OF MEMBERS OF THE BOARD OF
DIRECTORS
Name of Subscriber
Number of Units
152
152.00
782,732
782,732.00
152
152.00
Amount Subscribed
39,337
39,337.00
152
152.00
Carolina G. Diangco
152
152.00
Jose A. Barcelon
152
152.00
Mr. Bautista earned his degree in Legal Management from the Ateneo de Manila University in 1986
and graduated class valedictorian from the Ateneo Law School in 1990. He completed his Master of
Laws at the Harvard Law School in 1993.
Mr. Artemio Tanchoco, Jr., 61 years old, is the Senior Vice President and Head for Finance of
COCOLIFE. He has been the Head for Finansce of COCOLIFE since September 1989. He is a
Director and the President of Cocolife Asset Management Co., Inc., United Fund, Inc., Cocolife
Fixed Income Fund, Inc. since 2003 and Cocolife Dollar Fund Builder, Inc. since 2008. He is also
the Treasurer of UCPB General Insurance Co., Inc. since 1983, Cocoplans, Inc. since 1993 and Ultra
Security Services, Inc. since 1987. He was formerly the Chairman of the Board of Trustees of the
Philippine Investment Funds Association (PIFA).
Mr. Tanchoco obtained his Masters Degree in Business Management from the Asian Institute of
Management in 1973and AB Economics degree from the Ateneo de Manila University in 1971.
ISABELO P. AFRICA
Director
Mr. Isabelo Africa, 58 years old, Mr. Isabelo Africa is the President of UCPB General Insurance Co.,
Inc. since February 1997 to present. He is also a director of the following companies: Cocoplans
since 1995, Cocolife Asset Management Co., Inc. since 2003, United Fund, Inc. since 1995, Cocolife
Fixed Income Fund, Inc. since 2003 and Cocolife Dollar Fund Builder, Inc. since 2008. He is also a
Managing Director of Direct Link Insurance Agency from 2002 to present and Archipelago Motor
Corp. from 2003 to present.
Mr. Africa graduated from the University of the Philippines with a BS Mathematics degree in 1975
and completed his Masters degree in Actuarial Science from the University of Michigan (USA) in
1978.
CAROLINA G. DIANGCO
Independent Director (November 2009 to present)
Ms. Carolina Diangco, 68 years old, is also a director United Coconut Planters Life Assurance
Corporation from 1998 to present. She serves as a Director of United Fund, Inc., Cocolife Fixed
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Income Fund, Inc. and Cocolife Dollar Fund Builder, Inc. since 2009. She held the position of
Senior Vice President and head of Controllership Division for United Coconut Planters Bank until
upon retirement in 2002.
Ms. Diangco graduated from the University of the Philippines with the degree of Bachelor of
Science in Business Administration major in Accountancy in 1963.
ELMO A. NOBLEZA
Director
Mr. Elmo Nobleza, 51 years old, is the Senior Vice President for Individual and Group Marketing
and Sales of COCOLIFE and has held this position since 2004. He is a director of Cocolife Asset
Management Co., Inc. from 2006 to present and Cocolife Dollar Fund Builder, Inc. from 2008 to
present.
Mr. Nobleza holds a degree in BS Statistics from the University of the Philippines.
EDGARDO D. ROSARIO
Director
Mr. Edgardo Rosario, 55 years old, is the Senior Vice President and Head of the Marketing Division
of UCPB General Insurance Co., Inc. since 1995. He was the Vice President and Head of Group
Marketing Services of Cocolife from 1992 to 1994. He is a director of Cocolife Asset Management
Co., Inc. from 2006 to present.
Mr. Rosario holds a degree in BS Actuarial Mathematics from the University of Santo Tomas.
PRINCIPAL DISTRIBUTOR
Cocolife Asset Management Company, Inc. is the principal distributor of United Fund, Inc. and is
responsible for the sale of the Funds shares to prospective investors.
CUSTODIAN BANK
The Custodian Bank of United Fund, Inc. is United Coconut Planters Bank - Trust Banking Division.
TRANSFER AGENT
The transfer agent of United Fund, Inc. is United Coconut Planters Bank - Trust Banking Division.
LEGAL COUNSEL
USE OF PROCEEDS
The estimated proceeds to be raised by the Fund is nine hundred twenty two million twenty five
thousand pesos (922,025,000) assuming that all of the authorized shares are sold at the net asset
value per share of 3.6881 as of May 31, 2013, exclusive of filing, registration and publication
expenses. The Company will use the proceeds of the sale of United Funds shares to finance its
investments. The securities the firm may invest in are equity securities and fixed income
instruments and/or evidences of debt of the government of the Republic of the Philippines or its duly
authorized political subdivisions; government-owned or controlled corporations and
instrumentalities; and, solvent corporations or institutions created or existing under the laws of the
Philippines.
The company has not incurred any debt. The company has not acquired assets or financed the
acquisition of other business. The proceeds will not be used to reimburse any officer, director,
employee or shareholder for service rendered, assets previously transferred, money loaned or
advanced or otherwise.
The proceeds from the sale of the securities, including the original subscription payments at the time
of incorporation constituting the original paid-in capital of the investment Company, shall be held by
a custodian bank referred to in rules adopted under the Investment Company Act.
DETERMINATION OF OFFERING PRICE
The common equity being registered has no established public trading market. The offering price is
determined based on the Net Asset Value (NAV) per share for the banking day, if investment is
received within the daily cut-off time. NAV per share of the following banking day will be used for
investments received after the daily cut-off time. The daily cut-off time shall be 12:00 oclock noon
of each banking day. The NAV per share will be computed in pesos and in US$ based on the
exchange rate posted on the Philippine Dealing System at 12:00 oclock noon.
PLAN OF DISTRIBUTION
The United Funds shares are available through its Principal Distributor, Cocolife Asset
Management Company, Inc. (CAMCI) and its licensed mutual fund solicitors. CAMCI is licensed
by the Commission to engage in fund management and distribution of securities to the public. Its
original license was issued on March 17, 2003 and was annually renewed. CAMCI renewed its
license as Investment Company Adviser for the year 2012 and 2013 on November 28, 2011 and
November 16, 2012, respectively. There is no arrangement whereby CAMCI as Investment
Company Adviser, Principal Distributor, and Administrator has the right to designate or nominate a
member or members of the board of directors of the Fund.
A management fee which shall be payable by United Fund, Inc. to its Investment Manager, CAMCI shall
not exceed two percent (2%) per annum of the average net asset value of the United Funds assets
computed on a daily basis.
The law firm of Dio, Borja & Partners is the legal counsel for the United Fund, Inc.
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EXTERNAL AUDITORS
A distribution or sales load fee payable to its Distributor, CAMCI, which will be directly used for
commissions, will not exceed five percent (5%) of the offering price.
The accounting firm of Sycip, Gorres, Velayo and Co, is retained by the Company as its external
auditor.
United Fund, Inc. shares are redeemable common stock (one class of shares only).
There is no direct or indirect interest by an expert or independent counsel in the registrant or there is
no contingent basis interest or connection by a promoter, underwriter, voting trustees, director,
officer or employee in the registrant.
Each share of stock of the Fund is a voting stock with voting rights equal to every other outstanding
share of stock, and subject to the following:
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United Fund, Inc. expects to compete with companies that sell mutual funds invested in
stocks/equties.
The principal competitors of the registrant are BPI, Sunlife, Philam, First Metro, Philequity and
Grepalife. Total net assets of their Asset Management Companies as of December 31, 2012 are as
follows: BPI Asset Management with P68.850bn, Sunlife with P28.699bn, Philamlife with
P23.968bn, First Metro with P9.297bn, Philequity with P6.904bn and ATR KimEng with 2.201bn.
As for their equity funds, the size in terms of total net assets amount as follows: BPI with P7.297bn,
Sunlife with P8.254bn, Philamlife with P8.067bn, First Metro with P5.581bn, Philequity with
P6.586bn, and ATR KimEng with P1.541bn.
Mutual fund industry statistics as of December 31, 2012 based on the report from the Philippine
Investment Funds Association (PIFA) showed that peso equity funds account for 26% of total net
assets of the industry.
The principal methods of competition shall be in terms of returns and the associated risks, entry and
exit fees, product differentiation and client services. The fund will effectively compete within the
industry through prudent management and high-quality service to be able to provide competitive
returns and satisfy the investment needs of the public. Further, the company is confident that - given
the popularity of peso equity funds among the investing public - all unissued shares shall be sold to
both institutional and individual investors through its Principal Distributor, Cocolife Asset
Management Co., Inc.
Various risk factors affect the business of the company such that the value of securities in the Fund
may be worth more or less than when it was purchased. These risks are market risk specifically
equity and interest rate risk, liquidity risk, credit/default risk, and call/prepayment risk.
Equity risk refers to the volatility of stock prices and this will be managed through prudent selection
and avoidance of speculative and dubious stock issues as well portfolio diversification to reduce the
impact of possible risks. Interest rate risk refers to the volatility of bond prices that result from
changes in interest rates. The company shall manage interest rate risk by actively monitoring the
prevailing interest rates and reduce duration of the portfolio during periods of rising interest rates or
increase duration during periods of declining interest rates.
Liquidity Risk is the risk that the investment may not find a ready buyer or that it may have to be
disposed at a substantial loss. Thus, the Fund maintains sufficient liquidity in the form of special
deposits which may be withdrawn anytime at minimal cost.
CORPORATE PROFILE
United Fund, Inc. is an open-end investment company incorporated on November 16, 1993 with
SEC Registration No. AS093008943. United Fund operates as an investment company with focus on
medium- to long-term capital appreciation via interest income earned through investment in medium- to
long-term debt instruments.
The United Funds shares are available through its Principal Distributor, Cocolife Asset
Management Company, Inc. and its licensed mutual fund solicitors.
The mutual fund industry is composed of 48 companies and has been growing steadily since the
early 1990s. Out of these companies, there are 8 peso-denominated equity funds.
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Credit/Default Risk refers to the creditworthiness of the bond issuer or its expected ability to pay
interest and repay its debt. Loans to private corporations will be limited only to high credit quality
Philippine companies that meet the standards set by the Fund Managers. Call/Prepayment Risk is
the possibility that a bond will be prepaid by the issuer before its maturity date. This risk is managed
by knowing if and when an issue can be called. Further, the fund avoids bonds with call dates in the
near future, especially if interest rates are falling.
The Funds Investment Manager and Principal Distributor is Cocolife Asset Management Company,
Inc. while its Custodian Bank and Stock Transfer Agent is UCPB Trust Banking Group.
The principal product of United Fund, Inc is an income and growth oriented mutual fund which will
be invested in equity and fixed-income or debt instruments.
Effects of existing or probable governmental regulations on the business:
The expected implementation of the Personal Equity and Retirement Account (PERA) Law after
financial regulators, in tandem with tax authorities and relevant government agencies, signed its
implementing rules and regulations, will provide a boost to the mutual fund business as the PERA
law provides an organized framework for cultivating retail saving. It offers a means to transform the
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resource of saving into the opportunities of long-term investment. PERA waives the applicable tax
on those who set aside a maximum of P100,000 and not touch the money for at least five years.
The passage of the Real Estate Investment Trust (REIT) Act into law will provide an additional
investment outlet for both institutional and retail investors and thus may be an added competition for
the Fund. The REIT law will provide the regulatory and tax framework for REITs, which are
companies that own and operate income-producing real estate assets. Shares of these REITs are to
be listed on and traded at the Philippine Stock Exchange. To encourage investments in REITs, the
REIT law provides certain tax incentives to the REIT. However, in order to enjoy these incentives,
the REIT must be listed with a stock exchange and annually give out at least 90% of its distributable
income to shareholders.
United Fund, Inc does not have any employees nor intend to employ any. Its operations are run by
Cocolife Asset Management Company, Inc.
United Fund, Inc does not own any property. Its office space and equipment is provided by Cocolife
Asset Management Company, Inc.
(b)
(c)
(d)
18
Investment and re-investment of the assets of the Fund in accordance with the investment
policies and guidelines set by the Board of Directors of the Fund, and in conformity with the
Funds prospectus, the Investment Company Act, the SEC Rules and Regulations Governing
Investment Companies and other applicable laws and regulations;
Coordination of the activities of, and extension of all necessary cooperation with, and
assistance to, the Custodian Bank of the Fund, the auditors, the legal counsel and the stock
transfer agent of the Fund, without prejudice to the direct responsibility of such firms to the
Fund;
Preparation of such reports, circulars, notices and other information as may from time to time
be required by the Fund, its stockholders, Board of Directors and officers, which shall include,
among others, a monthly report on:
(i)
revenues and disbursements broken-down as to investments and expenses;
(ii) sales and redemptions; and,
(iii) performance, change or status of the Funds assets;
Representation with government offices, instrumentalities and agencies, including all work
required in registering the Funds securities, obtaining proper licenses and permits, complying
with other legal requirements, including those requirements relevant to the Managers own
operations, and submitting regular reports to various government agencies;
(e)
Computation of net asset value per share, accounting, bookkeeping, clerical and other
administrative services in the ordinary conduct of the Funds activities, other than those
services provided by the Custodian, the auditors, the legal counsel and the stock transfer agent;
(f)
Computer services for processing and recording investors accounts, and for preparing reports,
confirmations and notices to investors;
(g)
Transactions with financial institutions, for the account of the Fund, in connection with the
Managers investment and re-investment of the Funds assets.
(h)
Provide office space and other administrative facilities as the Fund shall reasonably require in
the ordinary conduct of its business.
The fees payable to CAMCI, is a monthly fee of an amount not to exceed two percent (2.0%) per
annum of the NAV of the Fund, which shall be computed on a daily basis.
Custodian Bank Agreement
Under the agreement, the Custodian Bank safekeeps and maintains a record of securities and other
evidences of investments delivered to it by United Fund or the Investment Manager and prepares
reports on such securities.
For each investment made for the account of United Fund, Inc., Cocolife Asset Management Co.,
Inc. furnishes the custodian bank with copies of the documents covering said investments. After
each purchase, the Custodian Bank accepts delivery and safekeeps the securities purchased and other
evidences of investments of United Fund, Inc. The Custodian Bank allows periodic inspections of
such securities and other evidences of investments and of the records pertaining to it, by the
employees and agents of the SEC, other persons designated by United Fund, Inc. and the
independent auditors of the Fund.
Stock Transfer Agent Agreement
Under the agreement, the Stock Transfer Agent shall render the following services:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
Process Subscription Forms, and/or Redemption Forms from the Client and prepare the reports
containing the results of said process;
Send daily summary shareholding reports, subscription, and/or redemption batch reports, list of
details of confirmed subscription and/or redemption to the Client;
Verify the shareholders signature on the Subscription Form and/or the Redemption Form (or
any other form or instrument) and to notify the Client of any discrepancy;
Make calculations on the total allocated shares, and those which have been paid and/or
redeemed by each shareholder;
Monitor authorized, subscribed shares and deposits for future subscriptions;
Make reports in connection with the administration of the shares of the Client;
Make a list of shareholders and other reports to be made available at certain timelines as agreed
with the Client and/or required by the regulators;
File reports pertaining to the Fund as may be required by SEC and other government entities;
Prepare the list of stockholders for all regular or special meetings of the Fund's stockholders;
Prepare and mail out all notices, reports, and circulars to all stockholders upon prior request of
the Fund or Investment Manager;
Prepare and mail dividend checks, if any;
Prepare and issue stock certificates; and
Register all liens constituted on the shares of stock of the Fund.
CAPITALIZATION
The authorized capital stock of United Fund, Inc. is Four Hundred Fifty Million Pesos
(P
= 450,000,000.00) which is divided into One Hundred Million (450,000,000) common shares with
a par value of One Peso (P
= 1.00) each.
19
HOLDERS
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
There is no material pending legal proceedings to which the registrant or any of its subsidiaries or
affiliates is a party or of which any of their property is the subject.
There are no bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
There is no conviction by final judgment, in a criminal proceeding, domestic or foreign, or being
subject to a pending criminal proceeding, domestic or foreign. United Fund, Inc. is not a subject to
any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, domestic or foreign, permanently or temporarily enjoining, barring,
suspending, or otherwise limiting his involvement in any type of business, securities, commodities or
banking activities. United Fund, Inc. has not been found by a domestic or foreign court of competent
jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or a
foreign Exchange or other organized trading market or self regulatory organization, to have violated
a securities or commodities law or regulation and the judgment has not been reversed, suspended or
vacated.
MARKET INFORMATION
The high and low NAVPS for each quarter within the last two calendar years and as of the current
year:
Net Asset Value Per Share
Period
High
Low
1Q13
3.6326
The Fund has approximately 837 shareholders as of April 30, 2013. The following are the top 20
holders of the Fund:
STOCKHOLDER'S NAME
NUMBER OF
UNITS
% OF
OWNERSHIP
119,799,224
55.51%
33,347,318
15.45%
10,131,303
4.69%
7,636,945
3.54%
7,636,945
3.54%
7,636,945
3.54%
2,204,649
1.02%
TECHNISTOCK
1,170,563
0.54%
978,526
0.45%
820,187
0.38%
782,732
0.36%
711,019
0.33%
697,954
0.32%
695,654
0.32%
678,181
0.31%
678,181
0.31%
678,181
0.31%
678,181
0.31%
650,947
0.30%
648,210
0.30%
3.2818
DIVIDENDS
4Q12
3.3043
3.1120
3Q12
3.1411
2.9183
2Q12
2.9962
2.8221
1Q12
2.9653
2.7399
4Q11
2.7609
2.5605
3Q11
2.8923
2.5050
2Q11
2.8901
2.6906
1Q11
2.8682
2.6616
The Company has not declared any cash or other dividends within the last two fiscal years.
Apart from legal restrictions governing the declaration of dividends, there are no restrictions that
limit the Companys ability to pay dividends whether currently or in the future.
UNREGISTERED OR EXEMPT SECURITIES
The registrant has not sold any unregistered or exempt securities and is prohibited from selling these
types of securities. Hence, no exceptions from registration were claimed nor were there and dealings
with underwriters to this effect.
MANAGEMENTS DISCUSSION AND PLAN OF OPERATION
Managements Discussion and Analysis
On November 16, 1993, the Securities and Exchange Commission approved the registration of
United Fund, Inc. as an open-end investment company. The Fund originally has an authorized
capital stock of two hundred million shares (200,000,000) with a par value of P1.00 per share. At
inception, fifty million pesos (P50,000,000) worth of shares have been subscribed and paid upon
incorporation.
On April 20, 2011, the BOD approved the increase in authorized capital stock of the Fund to
450,000,000, par value P1.00 from 200,000,000, par value P1.00. On January 2, 2012, the Fund filed
its application for increase in authorized capital stock with the SEC. On April 16, 2012, the Funds
application for increase in authorized capital stock was approved by the SEC.
As of December 31, 2012, the Fund has 756 shareholders.
20
21
22
The Fund's gross investment income increased by 73% from P 74.527 million in 2011 to P 129.017
million in 2012.
The increase was largely due to trading gains from the sale of investment securities amounting to
P107.172 million in 2012, which is 114% higher than the P 50.014 million registered in 2011.
Meanwhile, interest and dividend income in 2012 amounted to P 21.105 million, which is 12% lower
than the P24.030 million booked in 2011. As a net result, the Fund registered a net investment
income of P108.095 million in 2012, 686% higher than the 2011 year-end level of P 18.437
million.
Consequently, the Net Asset Value per Share (NAVPS) of United Fund, Inc., with 80% exposure in
equities and 20% in corporate fixed-income debt instruments at year-end, increased by 18.97% yearon-year, from 2.7524 in 2011 to 3.2745 in 2012.
The Philippine Stock index ended the year with a bang, posting a 32.95% growth in 2012, breaking
through all-time high levels 38 times, and marked as the second best performing equity market in
Asia Pacific next to Thailand with a 36.30% growth. The PSEi soared to greater heights for the
fourth straight year given the countrys strong local fundamentals.
The Philippine economy has done well in 2012 despite persisting global economic woes. The
country has become a bright spot in the region amid strong public finances, sound macroeconomic
fundamentals, a resilient corporate sector, and increased consumer spending. Further, the
government's proactive efforts to reign in fiscal deficit, tackle corruption and create a businessfriendly environment contributed to the surging foreign interest in the Philippine market.
After another banner year, the local stock index is seen to sustain its momentum through
2013. Given the bright growth prospects for the Philippines, coupled with positive sentiment as
regard to the global economic recovery, the local index may yet again climb for the fifth straight
year, and even reach new heights. Most analysts see the PSEi may hit the 7,300 level this year
supported by a 15%-18% average growth in corporate earnings. However, it wont be a smooth ride
as there are still some uncertainties here and abroad, which will be closely monitored.
Meanwhile, we will maintain full weight unless the market is seen to reverse. Our allocation will be
at par with index in terms of sectoral and company weight with subsequent adjustments in
weightings to growth sectors or issues perceived to outperform the market. We are bullish on the
following sectors: banking, conglomerates, consumer, gaming and tourism, construction and
property.
Key Performance Indicators
1. Performance vis--vis the Benchmark As of December 31, 2012, the Fund registered
a year-to-date return of 18.97%, underperforming the PSEis 32.95%. The
underperformance came from the Funds lower exposure to equity especially during the
first quarter of the year when the market experienced a significant increase.
2.
Portfolio Quality - United Fund, Inc. is a growth oriented mutual fund, which seeks to
maximize liquidity of investments through a diversified portfolio of listed equity issues
and high grade fixed income instruments.
3.
Net Assets Growth vis--vis Industry Growth Peso Equity Funds in the industry
registered an increase in net assets by 80.01% in 2012. United Fund, Inc. increased by
12% from P596mn in 2011 to P669mn in 2012.
4.
Market Share in the Industry The Fund held a 1.76% share of the P38 billion total
net assets value of stock funds based on PIFAs December 2012 report.
23
5.
Sales and Redemptions The Fund had total sales of P19mn less redemptions of
P55mn. Thus, net sales amounted to P36mn as of December 31, 2012.
3.
24
Portfolio Quality - United Fund, Inc. is a growth oriented mutual fund, which seeks to
maximize liquidity of investments through a diversified portfolio of listed equity issues
and high grade fixed income instruments.
Net Assets Growth vis--vis Industry Growth Peso Equity Fund industry registered
an increase in net assets by 12.77% in 2011. United Fund, Inc. increased by 24.38%
from P480mn to P596mn in 2011.
4.
Market Share in the Industry The Fund held a 2.83% share of the P21 billion total
net assets value of stock funds based on PIFAs December 2011 report.
5.
Sales and Redemptions The Fund had total sales of P142mn less redemptions of
P7mn. Thus, net sales amounted to P135mn as of December 31, 2011.
25
Payable and Accrued Expenses balance for 2012. Retained Earnings is higher than the previous year
because of higher Net Investment Income incurred in 2012.
United Coconut Planters Bank since March 2011, and Independent Realty Corporation since December 2010. He
was the President and CEO of Shang Properties, Inc. from 2006-2010.
Mr. Bautista earned his degree in Legal Management from the Ateneo de Manila University in 1986 and graduated
class valedictorian from the Ateneo Law School in 1990. He completed his Master of Laws at the Harvard Law
School in 1993.
Professional Management
The investor will have the benefit of professional investment management, which would otherwise
be available only to institutional funds and high net worth individuals. United Funds investment
manager has had significant experience in investment management and portfolio administration.
Preservation of Capital
One of the goals of an investor, the preservation of capital, is addressed by the investment managers
prudent selection process of a diversified portfolio of high grade fixed income securities and equity
securities.
Yield Maximization
The investment manager through research and regular monitoring of the financial markets, will
constantly review and develop the optimum investment mix that will provide the investor with
competitive yields that are otherwise available only to big funds.
Mr. Alfredo Tumacder, Jr., 66 years old, is also the President of United Coconut Planters Life Assurance
Corporation (COCOLIFE), a post he held since February 1982 to present. He is a Managing Director of UCPB
General Insurance Company since 1983 and COCOPLANS, Inc. since 1993. He also serves as the Vice Chairman
of Cocolife Asset Management Co., Inc. since 2003, United Fund, Inc. since 1993, Cocolife Fixed Income Fund,
Inc. since 2003 and Cocolife Dollar Fund Builder, Inc. since 2008. He is also a Director of the following
companies: Ultra Security Services, Inc. since 1987, New Ultra Security Services, Inc. since 1998, All Nation
Security and Investigation Services, Inc. since 1996 and Archipelago Motor Corporation since 1997.
Liquidity
The investor may convert his investment into cash by presenting his shares for redemption at any
time, in accordance with the provisions of the Investment Company Act and the redemption policies
of United Fund, Inc.
Mr. Tumacder graduated from the University of the Philippines with an A.B. Economics degree in 1966 and
Bachelor of Laws in 1970. He completed his MA at the University of East Anglia, England in 1974.
MATERIAL CHANGES
None.
Position
Citizenship
Term
Filipino
1 Year
Filipino
1 Year
Filipino
1 Year
Isabelo P. Africa
Director
Filipino
1 Year
Caesar T. Michelena
Director
Filipino
1 Year
Jose A. Barcelon
Director
Filipino
1 Year
Carolina G. Diangco
Independent Director
Corporate Secretary/Compliance
Officer
Filipino
1 Year
Filipino
1 Year
Gregorio S. Dio
Mr. Artemio Tanchoco, Jr., 62 years old, is the Senior Vice President and Head for Finance of COCOLIFE. He
has been the Head for Finance of COCOLIFE since September 1989. He is a Director and the President of
Cocolife Asset Management Co., Inc., United Fund, Inc., Cocolife Fixed Income Fund, Inc. since 2003 and
Cocolife Dollar Fund Builder, Inc. since 2008. He is also the Treasurer of UCPB General Insurance Co., Inc. since
1983, Cocoplans, Inc. since 1993 and Ultra Security Services, Inc. since 1987. He was from 2001 to 2005 the
Chairman of the Board of Trustees of the Philippine Investment Funds Association (PIFA).
Mr. Tanchoco obtained his Masters Degree in Business Management from the Asian Institute of Management in
1973and AB Economics degree from the Ateneo de Manila University in 1971.
ISABELO P. AFRICA
Director (since inception to present)
26
Mr. Isabelo Africa, 59 years old, Mr. Isabelo Africa is the President of UCPB General Insurance Co., Inc. since
February 1997 to present. He is also a director of the following companies: Cocoplans since 1995, Cocolife Asset
Management Co., Inc. since 2003, United Fund, Inc. since 1995, Cocolife Fixed Income Fund, Inc. since 2003 and
Cocolife Dollar Fund Builder, Inc. since 2008. He is also a Managing Director of Direct Link Insurance Agency
from 2002 to present and Archipelago Motor Corp. from 2003 to present.
Mr. Africa graduated from the University of the Philippines with a BS Mathematics degree in 1975 and completed
his Masters degree in Actuarial Science from the University of Michigan (USA) in 1978.
27
CAESAR T. MICHELENA
Director (since 2008 to present)
Mr. Caesar T. Michelena, 56 years old, is the Senior Vice President for Individual Marketing of United Coconut
Planters Life Assurance Corp. (Cocolife) from February 2011 to present. He is also the President of
COCOPLANS Inc. since 1994. He serves as a Director of United Fund, Inc. and Cocolife Fixed Income Fund, Inc.
since 2008.
Mr. Michelena graduated with the degree of AB Economics at the University of the Philippines in 1978.
JOSE A. BARCELON
Director (April 24, 2002 to present)
Mr. Jose Barcelon, 55 years old, is the Senior Vice President & Group Head Legal Services Group of United
Coconut Planters Bank (UCPB) from February 2012 to present. He is the Corporate Secretary of United Coconut
Planters Life Assurance Corp. (COCOLIFE), UCPB General Insurance Co., Inc., Cocoplans, Inc., Ultra Security
Services, Inc., New Ultra Security Services, Inc., All Nation Security & Investigation Services, Inc. since 2008 to
present. He is also a Director of United Fund, Inc. and Cocolife Fixed Income Fund, Inc. since 2002.
He obtained his AB degree in Political Science from the University of the Philippines in 1980, and his Bachelor of
Laws from the University of the Philippines College of Law in 1986.
SIGNIFICANT EMPLOYEE
There is no significant employee who is expected by the registrant to make a significant contribution
to the business.
FAMILY RELATIONSHIP
There are no family relationships up to the fourth civil degree either by consanguinity or affinity
among directors, executive officers or persons nominated or chosen by the registrant to become
directors or executive officers.
CAROLINA G. DIANGCO
Independent Director (November 2009 to present)
Ms. Carolina Diangco, 69 years old, is also a director United Coconut Planters Life Assurance Corporation from
1998 to present. She serves as a Director of United Fund, Inc., Cocolife Fixed Income Fund, Inc. and Cocolife
Dollar Fund Builder, Inc. since 2009. She held the position of Senior Vice President and head of Controllership
Division for United Coconut Planters Bank until upon retirement in 2002.
None of the Board of Directors are involved in any bankruptcy petition filed by or against any
business of which such person was a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time;
(b)
None of the Board of Directors are involved in any conviction by final judgment, including the
nature of the offense, in a criminal proceeding, domestic or foreign, or being subject to a
pending criminal proceeding, domestic or foreign, excluding traffic violations and other minor
offenses;
Ms. Diangco graduated from the University of the Philippines with the degree of Bachelor of Science in Business
Administration major in Accountancy in 1963.
GREGORIO S. DIO
Corporate Secretary and Compliance Officer (since 2006 to present)
Mr. Gregorio S. Dio, 70 years old, is a Consultant for Legal of Cocolife since 2009. He
was the Head of Cocolife Legal Department from 1997 to 2008. He is also the Corporate Secretary of Cocolife
Asset Management Co., Inc., United Fund, Inc. and Cocolife Fixed Income Fund, Inc. since 2006 and Cocolife
Dollar Fund Builder, Inc. since 2008.
Mr. Dio obtained his Bachelor of Arts in Political Science and Bachelor of Laws from the Ateneo de Manila
University in 1963.
28
(c) None of the Board of Directors are being subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent jurisdiction, domestic
or foreign, permanently or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities, commodities or banking activities; and
(d)
None of the Board of Directors are being found by a domestic or foreign court of competent
jurisdiction (in a civil action), the Commission or comparable foreign body, or a domestic or
foreign Exchange or other organized trading market or self-regulatory organization, to have
violated a securities or commodities law or regulation and the judgment has not been reversed,
suspended, or vacated.
29
EMPLOYMENT CONTRACTS
CHANGE-IN CONTROL
AND
TERMINATION
OF
EMPLOYMENT
AND
There has been a change in the Company's independent accountants for the fiscal year 2012. SyCip.
Gorres, Velayo & Co. (SGV & Co.) served as the Company's external auditor for the 2011 Financial
Statements. Manabat Sanagustin & Co. was confirmed as the new external auditor of the
Corporation during the Board Meeting held on February 27, 2013, in compliance with the 5-year
rotation rule in 68 (3) (B) (ix). There were no disagreements with any accountant on any matter of
accounting principles or practices, financial statement disclosure or auditing scope or procedure.
There is no employment contract between the registrant and any executive officer. There is no
compensatory plan or arrangement, including payments to be received from the registrant, with
respect to a named executive officer in the event of resignation, retirement or any other termination
of such officers employment with the registrant and its subsidiaries.
There are no pending arrangements which may result in a change in control of the registrant.
Security Ownership of Certain Record and Beneficial Owners of more than 5% of the Corporations
voting securities as of April 30, 2013.
Title of
Class
Tax Fees
There were no tax-related services rendered by the external auditors other than the assistance
rendered in the preparation of the income tax returns which formed part of the regular audit
engagement.
Common
119,799,224
55.51%
Filipino
33,347,318
15.45%
Audit Policies
The final draft of the Audited Financial Statement is presented to the Audit Committee, before the
Boards final approval and confirmation.
EXECUTIVE COMPENSATION
COMPENSATION OF DIRECTORS
Directors' Fee
2013 (estimate)
Stockholder
2012
The person who will exercise the voting powers over the shares of United Coconut Planters Life
Assurance Corporation is Alfredo C. Tumacder, Jr, President.
The person who will exercise the voting powers over the shares of UCPB General Insurance
Company, Inc. is Isabelo P. Africa, President.The original proponents have agreed not to sell,
transfer, convey, encumber or otherwise dispose of their shares of United Fund, Inc. within 12
months from the issuance by the SEC of an order authorizing the sale of United Fund, Inc. shares to
the general public.
2011
Jeremias B. Benico
60,000
36,000
36,000
60,000
36,000
36,000
60,000
36,000
36,000
Isabelo P. Africa
60,000
36,000
36,000
Carina L. Corona
60,000
36,000
36,000
Elmo A. Nobleza
60,000
36,000
36,000
Carolina G. Diangco
60,000
36,000
36,000
Common
Jeremias B. Benico
Filipino
Direct
152
0.0001%
60,000
36,000
36,000
Common
Filipino
Direct
782,732
0.3627%
480,000
288,000
288,000
Common
Filipino
Direct
152
0.0001%
Common
Isabelo P. Africa
Filipino
Direct
152
0.0001%
Common
Caesar T. Michelena
Filipino
Direct
39,337
0.0182%
Common
Carolina G. Diangco
Filipino
Direct
152
0.0001%
Common
Jose A. Barcelon
Filipino
Direct
4,391
0.0020%
Common
Gregorio S. Dio
Filipino
Direct
0.0000%
Common
Filipino
Direct
28,132
0.0130%
Corporate Secretary
Gregorio S. Dio
Total Amount
The Chairman of the Compensation Committee is Mr. Jeremias B. Benico and the members are
Alfredo C. Tumacder, Jr., Artemio A. Tanchoco, Jr. and Teresita UB. Dela Vega.
30
Filipino
Stockholder
Directors
% to Total
Outstanding
Title of Class
Citizenship
Nature of
Beneficial
Ownership
No. of Shares
Percent to
Total
Outstanding
31
CORPORATE GOVERNANCE
The Company evaluates the level of compliance of the Board of Directors and top level management
with its Manual of Corporate Governance through the Corporate Governance Self Rating Form.
Further, internal audit and compliance units of the Company ensure that the Company fully complies
with the adopted leading practices on good corporate governance.
There has been no reported incident of any deviation from the Companys Manual of Corporate
Governance.
Management continuously promotes a positive ethical business culture in the performance of its
duties and responsibilities for the protection of shareholders and creates an environment conducive
to the achievement of satisfactory financial results and sustainable growth.
Moreover, the company is prepared to take further steps to enhance adherence to principles and
practices of good corporate governance.
32