initial public offering - zenith · pdf file“cci” certificate of capital...

YOU ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THE PROSPECTUS. BEFORE SUBSCRIBING, PLEASE CONSULT YOUR STOCKBROKER, SOLICITOR, BANKER OR AN INDEPENDENT INVESTMENT ADVISER REGISTERED BY THE SECURITIES AND EXCHANGE COMMISSION. THIS PROSPECTUS HAS BEEN SEEN AND APPROVED BY THE DIRECTORS OF THE FUND MANAGER AS PROMOTERS OF THE UNIT TRUST AND THEY JOINTLY AND INDIVIDUALLY ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY OF ALL INFORMATION GIVEN AND CONFIRM THAT, HAVING MADE ALL ENQUIRES WHICH ARE REASONABLE IN THE CIRCUMSTANCES, AND TO THE BEST OF THEIR KNOWLEDGE AND BELIEF, THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH WOULD MAKE ANY STATEMENT THEREIN MISLEADING.

“For Information concerning certain risk factors which should be considered by prospective investors, see ‘Risk factors’ on page 17”

ZENITH MONEY MARKET FUND (Authorized and Registered in Nigeria as a Unit Trust Scheme)

INITIAL PUBLIC OFFERING

OF

1,000,000,000 UNITS OF N1.00 EACH AT PAR

PAYABLE IN FULL ON APPLICATION

FUND MANAGER:

Lead Issuing House Joint Issuing House

APPLICATION LIST

OPENS: MONDAY, SEPTEMBER 25, 2017

CLOSES: FRIDAY, OCTOBER 13, 2017

THIS PROSPECTUS AND THE UNITS WHICH IT OFFERS HAVE BEEN REGISTERED BY THE SECURITIES & EXCHANGE COMMISSION. THE INVESTMENT AND SECURITIES ACT CAP I24 LFN 2007 PROVIDES FOR CIVIL AND CRIMINAL LIABILITIES FOR THE ISSUE OF A PROSPECTUS WHICH CONTAINS FALSE OR MISLEADING INFORMATION. REGISTRATION OF THIS PROSPECTUS AND THE UNITS WHICH IT OFFERS DOES NOT RELIEVE THE PARTIES OF ANY LIABILITY ARISING UNDER THE ACT FOR FALSE OR MISLEADING STATEMENTS CONTAINED OR FOR ANY OMISSION OF A MATERIAL FACT IN ANY PROSPECTUS.

This Prospectus is dated Wednesday, September 6, 2017

ZENITH MONEY MARKET FUND 2

TABLE OF CONTENTS

1. DEFINITION OF TERMS 3

2. INDICATIVE TIMETABLE 5

3. SUMMARY OF THE OFFER 6

4. THE OFFER 9

5. CORPORATE DIRECTORY OF THE FUND MANAGER 10

6. PROFESSIONAL PARTIES TO THE OFFER 12

7. ZENITH MONEY MARKET FUND

1. THE ZENITH MONEY MARKET FUND 13

2. INVESTMENT OBJECTIVE 13

3. INVESTMENT POLICIES/STRATEGY 13

4. TARGET INVESTORS 14

5. INVESTMENT INCENTIVES 14

6. INVESTMENT MANAGEMENT 14

7. INVESTMENT DISCRETION 15

8. INVESTMENT RESTRICTIONS 15

9. SUBSCRIPTION TO THE FUND 15

10. FOREIGN CURRENCY INVESTORS 15

11. INCOME AND DISTRIBUTION 16

12. TAX CONSIDERATIONS 16

13. MINIMUM INVESTMENT PERIOD 16

14. UNIT CERTIFICATE 16

15. TRANSFER AND REDEMPTION OF UNITS 16

16. UNITHOLDERS MEETINGS AND VOTING RIGHTS 16

17. VALUATION OF UNITS OF THE FUND 16

18. OTHER ARRANGEMENTS 17

19. FEES, CHARGES & EXPENSES 17

20. RISK FACTORS 17

21. RISK MANAGEMENT STRATEGY 18

22. MATERIAL CHANGES IN THE FUND’S POLICIES 18

8. FINANCIAL PROJECTIONS

1. LETTER FROM THE REPORTING ACCOUNTANTS 19

2. INTRODUCTION 20

3. BASES OF ASSUMPTIONS 20

4. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES 22

5. PROFIT FORECAST FOR THE YEARS ENDING DECEMBER 31, 2017 – 2021 27

6. FORECAST STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31, 2017 – 2021 28

7. FORECAST STATEMENT OF CASHFLOW FOR THE YEARS DECEMBER 31, 2017 – 2021 29

8. FORECAST YIELD FOR THE YEARS ENDING DECEMBER 31, 2017 – 2021 30

9. LETTER FROM THE ISSUING HOUSE 31

9. HISTORICAL FINANCIAL INFORMATION 32

10. INFORMATION ON THE FUND MANAGER AND THE TRUSTEE

1. BRIEF PROFILE OF THE FUND MANAGER 33

2. DIRECTORS OF THE FUND MANAGER 33

3. BRIEF PROFILE AND DIRECTORS OF THE TRUSTEES 34

4. INVESTMENT COMMITTEE 35

5. BRIEF PROFILE OF THE FUND INVESTMENT COMMITTEE MEMBERS 36

11. STATUTORY & GENERAL INFORMATION

1. EXTRACTS FROM THE TRUST DEED 38

2. INDEBTEDNESS 54

3. CLAIMS & LITIGATION 54

4. COST & EXPENSES 54

5. MATERIAL CONTRACTS 54

6. RELATIONSHIP BETWEEN THE FUND MANAGER AND THE TRUSTEE 54

7. RELATIONSHIP BETWEEN THE FUND MANAGER AND THE CUSTODIAN 54

8. RELATIONSHIP BETWEEN THE FUND MANAGER AND THE ISSUING HOUSE 54

9. CONSENTS 54

10. DOCUMENTS AVAILABLE FOR INSPECTION 55


1. DEFINITION OF TERMS

In this Prospectus, unless otherwise stated or clearly indicated by the context, the words in the first column shall have meanings stated opposite them in the second column and words in the singular shall include the plural and vice versa. Words importing natural persons shall include incorporated persons and an expression denoting any gender shall include

the other genders:

“Allotment Date” The date of the SEC clearance of the basis of allotment in connection with this

Offer. “Application Form” The form for the subscription of Units of the Fund attached hereto. “Authorized Dealer” A bank licensed by the CBN to deal in foreign exchange under the Foreign

Exchange (Monitoring and Miscellaneous Provisions) Act Cap F34, LFN 2004. “Bid Price” The price, computed in accordance with the formula specified by the Fund

Manager in accordance with SEC guidelines, at which an investor may redeem Units of the Fund at a stated point in time.

“Business Day” Monday to Friday excluding any day designated as a public holiday by the

Federal Government of Nigeria. “CBN” Central Bank of Nigeria “CCI” Certificate of Capital Importation, a certificate issued by an Authorized Dealer

that confirms an inflow of foreign currency in cash or goods into the Federal Republic of Nigeria for the purpose of investment.

“Custodian” or “Stanbic IBTC” StanbicIBTC Bank Plc.

“Custody Agreement” The agreement dated September 6, 2017 between Vetiva Trustees Limited, Zenith Assets Management Limited and Stanbic IBTC Bank Plc.

“Deposited Property” All assets (including cash) for the time being held or deemed to be held in trust

on behalf of the Fund by virtue of the Trust Deed. “Directors” or “Board” The Directors of the Fund Manager, who comprises those persons whose names

are set out on page 10 as at the date of this document.

“Distributions” Income generated by the Fund and paid (less expenses and applicable taxes) to Unitholders.

“Distribution Payment Date” Any day on which the Fund Manager shall make Distributions pursuant to the provisions of the Trust Deed.

“FGN” Federal Government of Nigeria

“Fund” Zenith Money Market Fund as designed, structured issued and managed by the Fund Manager.

“Fund Manager” or “Manager” Zenith Assets Management Limited “IPO” or “Offer” or “Offering” This Initial Public Offer of 1,000,000,000 Units of N1.00 each at par in the Zenith

Money Market Fund. “Investment Committee” The investment committee of the Fund, as constituted pursuant to the provisions

of the Trust Deed.

“ISA” Investment & Securities Act No. 29, 2007 and any statutory modification or re-enactment thereof for the time being in force.

“Joint Issuing Houses” or “JIH” Meristem Securities Limited and Zenith Capital Limited

“LFN” Laws of the Federation of Nigeria.

“Naira or “N” or “NGN” The Nigerian Naira, the official currency of the Federal Republic of Nigeria.


1. DEFINITION OF TERMS (CONTD.)

“Net Asset Value” or “NAV” The total value of the Fund’s underlying investment portfolio, less any fees, charges, expenses and other liabilities accrued by the Fund.

“Offer Documents” This document, advertisements, notices and any other document approved by

the Commission, which disclose relevant information in respect of the Fund as required by the ISA and the SEC Rules and Regulations for the purpose of inviting the general public to invest in the IPO of the Fund.

“Offer Period” The period between the opening and the closing dates of the Application List of

the IPO as approved by the Commission. “Offer Price” The price an investor will be required to pay for a Unit when subscribing to the

Fund. “Open-ended Fund” A mutual fund that can create and offer additional units outside of its initial

offering on a continuous basis throughout its life. Units of such a fund can also be redeemed in line with the provisions of the trust deed constituting the fund.

“Prospectus” This document, which is issued in accordance with the provisions of the ISA and

the SEC Rules and Regulations, and which discloses relevant information about the Fund and the IPO.

“Receiving Agents” Market operators authorized to receive Application Forms/monies from

subscribers to this Offer. “Receiving Bank” Zenith Bank Plc. “Register” The register of Unit holders to be maintained by the Fund Manager. “RTGS” Real Time Gross Settlement, the CBN electronic platform for inter-bank transfer

of funds. “SEC or “Commission” Securities & Exchange Commission established pursuant to the provisions of the

ISA. “The Exchange” or “The NSE” The Nigerian Stock Exchange. “TIA” or “Trustees Act” Trustees Investments Act Cap T22, LFN 2004 “Trustee” or “Vetiva” Vetiva Trustees Limited “Trust Deed” The Deed dated September 6, 2017 constituting the Fund and any document

supplemental thereto or executed in pursuance thereof. “Unit(s)” An undivided share in the assets of the Fund “Unitholder” or “Unit-Holder” The person(s) whose names are for the time being entered in the Register as

holder(s) of Units of the Fund. “US$” or “USD” United States Dollars, the lawful currency of the United States of America. “Valuation Day” Any date on which the Net Asset Value of the Fund is determined, which for the

purpose of the Fund is every Business Day of each week except public holidays.


2. INDICATIVE TIMETABLE

DATE ACTIVITY RESPONSIBILITY

25/9/17 Acceptance List Opens JIH

13/10/17 Acceptance List Closes JIH

20/10/17 Receiving Agents render returns JIH/Fund Manager

27/10/17 Allotment Proposal and draft newspaper announcement forwarded to SEC

JIH

03/11/17 Obtain SEC’s Approval of Allotment JIH

06/11/17 Disburse net Proceeds to Custodian JIH/ Receiving bank

08/11/17 Return excess/rejected application monies Fund Manager

10/11/17 Distribution of Unit Certificate Fund Manager

24/11/17 Submission of Summary report to SEC JIH

Please note that all dates are indicative only and are subject to change without prior notice by the Issuing Houses in consultation with the Fund Manager and subject to obtaining the necessary regulatory approvals from the SEC.


3. SUMMARY OF THE OFFER

The following is a summary of the terms and conditions of an investment in the Zenith Money Market Fund. This summary is qualified in its entirety by the detailed information contained in this Prospectus and the Trust Deed constituting the Fund. Investors are advised to seek information on the Fees, Charges and Operating Expenses before investing in the Fund.

1. FUND MANAGER Zenith Assets Management Limited

2. LEAD ISSUING HOUSE Meristem Securities Limited

3. JOINT ISSUING HOUSE Zenith Capital Limited

4. TRUSTEES TO THE FUND Vetiva Trustees Limited

5. CUSTODIAN Stanbic IBTC Bank Plc

6. THE OFFER 1,000,000,000 Units of ₦1.00 each in the Fund

7. METHOD OF OFFER Offer for Subscription

8. NATURE OF THE FUND The Fund aims to generate income as well as preserve investors’ capital by diversifying investment across a range of high-quality, short-term debt securities or money market instruments as approved by the SEC; and short-term debt securities of varying maturities of not more than 366 days, issued or guaranteed by the Federal Government of Nigeria. It will operate as an Open-ended Fund which allows investors to buy and sell units of the Fund on a continuous basis from the Fund Manager after the full subscription of the initial 1,000,000,000 units issued, subject to registration of such additional units with SEC.

The Fund seeks to provide current income while maintaining liquidity and a stable price of ₦1 for all classes of investors that value liquidity and security of assets.

9. TARGET INVESTORS/ INVESTOR SUITABILITY

The Fund is aimed at investors who are interested in a steady stream of income at money market rates while preserving the value of their investment. The Fund is marketable to all retail investors, and as appropriate to other institutional investors.

10. UNITS OF SALE Minimum of 10,000 Units and multiples of 500 Units thereafter.

11. OFFER PRICE ₦1.00 per Unit. Foreign currency subscriptions will be processed at the prevailing interbank rate at the time of subscription. Certificate of Capital Importation are eligible for issuance in respect of all successful foreign currency subscriptions.

12. OFFER SIZE N1,000,000,000.00

13. PAYMENT TERMS In full on application

14. MANDATORY SUBSCRIPTION Zenith Assets Management Limited shall subscribe to 5% of the Offer. This subscription is in compliance with current regulations issued by the Commission that promoters of unit trust schemes in Nigeria must subscribe to a minimum of 5% of the initial issue of such schemes and hold such units throughout the life of the Fund.

15. OPENING DATE Monday, September 25, 2017

16. CLOSING DATE Friday, October 13, 2017


3. SUMMARY OF THE OFFER (CONTD.)

17. USE OF PROCEEDS The Offer proceeds will be used in accordance with the Fund’s investment objectives and policies. The offer costs and expenses estimated at N20,255,000.00 (which includes printing, distribution and advertising expenses) shall be offset from the Offer proceeds.

18. MINIMUM INVESTMENT PERIOD The minimum holding period for an investment in the Fund is thirty (30) calendar days. The minimum holding period commences from the Allotment Date for subscribers under the IPO while it commences from the date of subscription for subscribers post-IPO.

19. DISTRIBUTIONS The Fund Manager intends to distribute the Fund's income on a quarterly basis. Unit holders may elect to receive their distributions either by Electronic transfer or re-invest their distribution by purchasing additional units of the fund. Distribution payment option shall be selected at the point of subscription and can be changed within the life of the fund. The first distribution would be

90 days after SEC’s approval of the allotment.

20. REDEMPTION Subscribers may redeem all or part of the Units held at any time after allotment. Redemption will be paid within 5 working days after the relevant documents have been submitted to the Fund Manager at the prevailing Net Asset Value following the date of receipt of the Redemption Notice Minimum permissible holding after redemption is 1,000 units or such balance as advised by the Manager from time to time. Redemptions before the expiration of the minimum holding period of (30) calendar days will incur a processing fee of 10.0% of the total return earned on the investment, for the units being redeemed on the day of redemption.

21. QUOTATION No application has been made to the Council of The NSE for the listing of the Fund by Memorandum. However, the Fund Manager on the successful Completion of the Offer, or at a later date, may seek a Memorandum Listing of the Fund on The NSE.

22. STATUS The Units qualify as securities in which Trustees may invest under the Trustees Investment Act Cap T22 Laws of the Federation of Nigeria 2004.

23. OVERSUBSCRIPTION Any oversubscribed portion would be absorbed subject to registration of such additional units with the Commission.

24. INVESTMENT RISKS The Risks associated with an investment in the Fund are set out in the section titled “Risk Factors “on page17 of this prospectus.


25. FORECAST OFFER STATISTICS (Extracted from the Reporting Accountant’s Report) The Directors are of the opinion that subject to unforeseen circumstances, and based on the assumptions stated on pages 20 to 21, the net income before taxation for the 6 months ending 31 December 2017 and the years ending 31 December 2018; 2019; 2020 and 2021 will be in the order of ₦52,723,000; ₦161,068,000; ₦260,324,000; ₦438,603,000 and ₦775,951,000 respectively as detailed below:

2017

(6 Months) 2018 2019 2020 2021

Income ₦’000 ₦’000 ₦’000 ₦’000 ₦’000

Money market interest income 20,291 64,739 105,876 184,583 329,284 Interest income on government securities 43,963 126,241 200,723 333,276 578,471

64,254 190,980 306,599 517,859 907,755 Operating expenses: Management fee 7,720 24,106 39,690 71,101 121,146 Other operating expenses 3,811 5,805 6,584 8,155 10,657

11,531 29,911 46,274 79,256 131,803 Net income before taxation 52,723 161,068 260,324 438,603 775,951 Taxation - - - - (90,775) Net income after taxation 52,723 161,068 260,324 438,603 685,176 Distributions to Unitholders (52,723) (161,068) (260,324) (438,603) (685,176) Undistributed income for the period/year - - - - -

FORECAST YIELD (Extracted from the Reporting Accountant’s Report)

2017 2018 2019 2020 2021

₦’000 ₦’000 ₦’000 ₦’000 ₦’000

Opening net asset 979,745 1,479,745 2,219,618 3,662,369 6,592,264 Net subscriptions/disposals 500,000 739,873 1,442,751 2,929,895 4,614,585 Closing subscription value

1,479,745 2,219,618 3,662,369 6,592,264 11,206,849

Interest income 64,254 190,980 306,599 517,859 907,755 Gross asset value at year end

1,543,999 2,410,597 3,968,967 7,110,123 12,114,604

Operating expenses (11,531) (29,911) (46,274) (79,256) (131,803) Net asset value 1,532,468 2,380,686 3,922,693 7,030,867 11,982,800

Opening net asset value (979,745) (1,532,468) (2,380,686) (3,922,693) (7,030,867) Increase in net asset value 552,723 848,218 1,542,007 3,108,173 4,951,934

Annualized return on investment 10.8% 10.9% 11.7% 12.0% 10.4%


4. THE OFFER

A copy of this prospectus and the documents specified herein having been approved by the Trustee, has been delivered to the Securities and Exchange Commission for registration. This prospectus is issued in compliance with the provisions of the ISA and the Rules and Regulations of the Commission and for the purpose of giving information to the public with regard to the Offer for Subscription of 1,000,000,000 Units in the Zenith Money Market Fund by Meristem Securities Limited and Zenith Capital Limited on behalf of Zenith Assets Management Limited. The Directors of the Fund Manager individually and collectively accept full responsibility for the accuracy of the information contained in this Prospectus. The Directors have taken reasonable care to ensure that the facts contained herein are true and accurate in all respects and confirm, having made all reasonable enquiries that, to the best of their knowledge and belief, there are no material facts, the omission of which would make any statement herein misleading or untrue.

On behalf of

Offers for Subscription

and is authorized to receive application for

1,000,000,000 UNITS OF N1 EACH AT PAR

in the

ZENITH MONEY MARKET FUND (Authorized and Registered in Nigeria as a Unit Trust Scheme)

PAYABLE IN FULL ON APPLICATION

APPLICATION LIST

OPENS: MONDAY, SEPTEMBER 25, 2017

CLOSES: FRIDAY, OCTOBER 13, 2017


5. CORPORATE DIRECTORY OF THE FUND MANAGER

ZENITH ASSETS MANAGEMENT LIMITED Civic Towers Ozumba Mbadiwe Road Victoria Island Lagos. Customer Service Centre 87, Ajose Adeogun Street Victoria Island Lagos. Telephone:01-2784219

Email:[email protected] Website:www.zenithassestmanagement.com

DIRECTORS TO THE FUND MANAGER: JIM OVIA, CON (Chairman) Civic Towers

Ozumba Mbadiwe Road Victoria Island Lagos.

KENNETH BRAI (Acting Managing Director) Civic Towers Ozumba Mbadiwe Road Victoria Island Lagos.

ELAINE DELANEY

Civic Towers Ozumba Mbadiwe Road Victoria Island Lagos.

JOSEPH ONWUBUYA

33 Saka Tinubu street Victoria Island Lagos.

VICTOR ABULELE

33 Saka Tinubu street Victoria Island Lagos.

JUBRIL ENAKELE

Civic Towers Ozumba Mbadiwe Road Victoria Island Lagos.

COMPANY SECRETARY: EMEKA ANYAEJI

Zenon House 2, Ajose Adeogun Street Victoria Island Lagos.

PRINCIPAL OFFICERS OF THE FUND: Joshua Bayode Kenneth Brai Monsuru Adisa Itohan Lawrence

MEMBERS OF THE FUND INVESTMENT COMMITTEE: Jubril Enakele Kennedy Ichibor Simon Bassey Kenneth Brai Joshua Bayode Uche Ugoji Theresa Orji (Non-Voting Member/Trustee’s Representative) Gbadunola Sokunbi (Independent Member)

mailto:[email protected]

http://www.zenithassestmanagement.com/


5. CORPORATE DIRECTORY OF THE FUND MANAGER (CONTD)

THREE YEAR FINANCIAL SUMMARY OF THE FUND MANAGER Statement of financial position As at 31 December In thousands of Naira 2016 2015 2014

Assets: Cash and cash equivalent 6,444 10,056 61,150 Investment securities 220,941 287,971 254,965 Other assets 64,093 48,415 37,471 Property and equipment 5,711 6,323 - Intangible assets 1,333 - - Total Assets 298,522 352,765 353,586

Liabilities: Accounts payable 22,025 23,367 48,036 Deposits for shares 50,000 50,000 50,000 Current tax liabilities 9,847 28,240 39,455 Deferred tax liability 1,089 1,170 - Total liabilities 82,961 102,777 137,491

Equity: Share capital 100,000 100,000 100,000 Retained earnings 201,619 235,307 168,130 Fair value reserve (86,058) (85,319) (52,035)

Total shareholders’ equity 215,561 249,988 216,095 Total liabilities and equity 298,522 352,765 353,586

Statement of profit or loss and other comprehensive income For the year ended 31 December In thousands of Naira 2016 2015 2014

Revenue Fee income 47,440 122,789 172,200 Investment income 1,140 17,441 - Interest income 54,616 - - 103,196 140,230 172,200

Expenses Personnel expenses (60,825) (30,082) (28,752) Depreciation (1,856) (135) - Amortisation (167) - - Operating expenses (10,529) (13,426) (22,692)

Profit before tax 29,819 96,587 120,756

Income tax expense (9,766) (29,410) (39,455) Profit after tax 20,053 67,177 81,301 Other comprehensive income - - - Items that are or may be reclassified to profit or loss Available-for-sale financial assets – net change in fair value (739) (33,284) (52,035) Total comprehensive income for the year 19,314 33,893 29,266

Basic and diluted earnings per share in kobo 20 67 81


6. PROFESSIONAL PARTIES TO THE OFFER

LEAD ISSUING HOUSE: MERISTEM SECURITIES LIMITED 124, Norman Williams South-West Ikoyi Lagos.

JOINT ISSUING HOUSE ZENITH CAPITAL LIMITED 15TH Floor, Civic Towers Ozumba Mbadiwe Road Victoria Island Lagos.

TRUSTEE TO THE FUND: VETIVA TRUSTEES LIMITED Plot 266B, Kofo Abayomi Street Victoria Island Lagos.

CUSTODIAN TO THE FUND: STANBIC IBTC BANK PLC IBTC Place, Walter Carrington Victoria Island Lagos.

AUDITOR

KPMG KPMG Towers Bishop Aboyade Cole Street Victoria Island Lagos.

SOLICITORS TO THE FUND: UDO UDOMA & BELO OSAGIE 10th Floor, St Nicholas House Catholic Mission Street Lagos.

ODUJINRIN & ADEFULU LP 1st Floor, Church House 29, Marina, Lagos Island Lagos.

RATING AGENCY AGUSTO & CO 5th Floor, UBA House 57, Marina Lagos.

REPORTING ACCOUNTANTS: PRO-EDGE PARTNERS (CHARTERED ACCOUNTANTS) 36A, Acme Road Ogba, Ikeja Lagos.

RECEIVING BANK: ZENITH BANK PLC

87, Ajose Adeogun Victoria Island Lagos.


7. PARTICULARS OF THE FUND

7.1 THE ZENITH MONEY MARKET FUND The Fund is structured as an open-ended fund which is authorized and registered in Nigeria as a unit trust scheme under Section 160 of ISA 2007. The Fund is governed by a Trust Deed with Vetiva Trustees Limited as the Trustees to the Fund. The Fund is offering 1,000,000,000 units of ₦1 each at par as the initial subscription to the public. As an open-ended Fund, Units of the Fund will be continuously offered to investors, with the Fund manager standing ready to redeem units of the fund all through the duration of the trust deed constituting the fund. The Fund has a preliminary risk rating of A(f). This rating will be subject to an annual review throughout the life of the Fund. 7.2 INVESTMENT OBJECTIVES The investment objective of the Fund is to seek current income and preserve principal while maintaining liquidity. It will invest in a select portfolio of short-term money market securities and short-dated government paper, including discounted instruments such as Treasury Bills, Commercial Papers, Collateralized Repurchase Agreements, Certificates of Deposit, Deposits (Fixed/Tenured) with eligible financial institutions and other instruments introduced and approved by the Central Bank of Nigeria (CBN) from time to time. The Fund’s objectives would be achieved by taking advantage of the economies of scale that come with pooling together of funds to actively invest and the Fund manager’s experience in the Nigerian capital markets. 7.3 INVESTMENT POLICIES/STRATEGY The Fund seeks to achieve its investment objective by complying with the quality, maturity and diversification of securities requirements applicable to money market funds. It attempts to maintain a stable net asset value of ₦1.00 per unit while maintaining a weighted average maturity not exceeding 90 days. The Fund will preserve investors’ capital by investing in high quality short-term debt securities or money market instruments as well as short term debt securities issued or guaranteed by the Federal Government of Nigeria and other instruments of varying maturities of not more than 366 days, as may be approved by the Commission from time to time. The Fund Manager will adopt a bottom-up approach that will examine the fundamentals of securities; evaluating key economic indicators, examining monetary and fiscal policies to determine the outlook for short-term interest rates. It will make investments in securities and assets only where it sees discount to intrinsic value emphasizing specific issues that appear attractively priced based on historical yield-spread relationships. The Fund manager will attempt to balance yield and maturity by evaluating the slope and dynamics of the yield curve and pinpoint areas that offer the most attractive yields at the best price, while staying within the average maturity guidelines of 90 days or less. Asset Allocation: In line with the fund objectives and SEC Rules governing money market funds, the Fund manager has established a target asset allocation. These target weights help manage risk and return in pursuit of the fund’s investment objectives. In the event of extreme market conditions, the Fund Manager may revise the asset allocation in an attempt to preserve

the value of the Fund for the benefit of Unitholders subject to a re-balancing of the asset allocation, in accordance with the Trust Deed within a reasonable period not exceeding 3 months and subject to notifying the Commission.

Weight (%) Instrument Asset Class Lower Limit Upper Limit Target Short-term Government Securities 25 100 65 Bank placements 10 75 10 Other Money Market Securities 10 75 20 Cash 0 5 5


7. PARTICULARS OF THE FUND (CONTD)

7.4 TARGET INVESTORS The Fund is aimed at retail investors and as appropriate to institutional investors who require a steady stream of income at money market rates while preserving the value of their investment. They include:

1. Investors with low risk appetite and who do not want any exposure to equities, investors concerned with capital preservation.

2. Investors who wish to reduce concentration risk by diversifying their investments. 3. Investors who require liquidity. 4. Investors who wish to benefit from attractive returns earned by the pooling together of funds to obtain better

negotiating power due to scale.

The Fund welcomes participation from both foreign and non-resident Nigerian individual and institutional investors. The Fund Manager will support non-resident investors to facilitate the remittance of the net proceeds arising from a foreign currency investment in the Fund at the point of divestment, but this will be done outside of the fund.

7.5 INVESTMENT INCENTIVES The Fund will use its advantage in terms of the size of the fund to enhance portfolio returns via economies of scale which will otherwise not be obtainable by individual investors. Some incentives it offers include:

Professional Money management – The Fund offers an opportunity to have access to a professional

portfolio management team that will ensure optimal asset allocation, security selection and performance of the fund.

Competitive Returns - the Fund offers an opportunity for investors to achieve competitive returns while

providing a more regular and predictable income stream which may not be available in other investments Diversification - minimizing risk from a diversified portfolio of investments which may not otherwise be

available to individual investors.

Investment for minors - the Fund offers an opportunity to subscribe for Units on behalf of and in the name

of minors. Economies of scale - with the pooling of funds, the Fund presents the advantage of enhanced bargaining

powers in the financial market such as minimized transaction costs and better returns.

Liquidity - the fund also has the unique benefit of liquidity since the Fund Manager is always available to

redeem Units of the Fund, within the rules stated in the Fund’s Trust Deed, Unitholders can redeem their Units at a processing time of 5 business days.

7.6 INVESTMENT MANAGEMENT The Zenith Money Market Fund will be managed by a team of professional money managers, whose responsibilities to the Fund among others shall be as follows:

Exercise due diligence and care in deploying the Fund’s assets

Apply investment discretion in the decision to buy, hold, or sell the Fund’s assets in accordance with the

investment objectives and asset allocation strategy. This will include the maintenance of adequate cash levels to

meet redemption obligations

Achieve best execution on all transactions raised on behalf of the Fund

Undertake such other responsibilities as stated in the Trust Deed, and in accordance with relevant Rules and

Regulations issued by the SEC


7. PARTICULARS OF THE FUND (CONTD.)

7.7 INVESTMENT DISCRETION

The Fund’s assets shall be invested at the discretion of the Fund Manager in accordance with the Trust Deed, the investment objective and asset allocation framework of the Fund. The Fund Manager shall be responsible for all the decisions regarding the investment strategies, types, amounts, and timing of the investments to be undertaken by the Fund. The investment strategy shall be reviewed periodically by the Fund Manager in light of prevailing market conditions and reviewed accordingly in the best interest of the Fund. The Fund Manager shall take necessary steps to ensure that the asset allocation of the Fund is in line with the requirements of the investment policy. This shall include periodic review and, as a result, actions to rebalance the portfolio.

7.8 INVESTMENT RESTRICTIONS The Fund shall invest strictly in accordance with the ISA, SEC Rules 470 (as may be amended from time to time), and other applicable laws as stated in the Trust Deed and as approved by the Commission. In addition, the Fund Manager shall take investment decisions in accordance with the Fund’s Trust Deed in a bid to achieve the Fund’s objective. The following restrictions will apply:

Investments shall be made for trading purposes only and shall not be intended for the purpose of exercising control over the management or operating policies of issuers of securities held.

The Fund shall not advance loans except that it may buy and hold qualifying debt instruments in accordance with

its mandate.

The Fund will not purchase securities on margin or engage in short sales of securities;

The Fund Manager shall not invest more than 10% of the Fund’s total assets in any single investment except those issued by the federal government of Nigeria and the CBN;

The Fund shall not invest in any in-house securities of the Manager; No part of the Fund shall be invested in any units or securities of another collective investment scheme being

managed by the Fund Manager; and The Fund Manager shall not invest in any securities that are not transferable. 7.9 SUBSCRIPTION TO THE FUND Following the Offer, the Fund Manager shall issue new units for cash at the Offer Price on a valuation date following the day on which cleared funds are received. Subsequent to the Offer, units of the Fund can be subscribed:

Direct Channels: from offices of Zenith Assets Management Limited, designated branches of Zenith Bank Plc or other approved outlets the Fund Manager may from time to time advise. Completed purchase order forms should be sent to the Fund Manager’s Lagos Head office address as indicated on the Form.

Electronic Channels: A purchase can be made electronically by downloading a Purchase Order Form from the

Fund Manager’s website, www.zenith-funds.com or www.zenithassetmanagement.com. The downloaded and duly completed form and bank draft/cheque should be sent to the Fund Manager’s Lagos Head office address as indicated on the Form. Payment for units of the Fund by existing unitholders can also be made by wire transfer, Internet banking facilities and ATM as stated on the Subscription Form.

7.10 FOREIGN CURRENCY SUBSCRIBER Subscription in foreign currency from foreign-based subscribers is permissible. Such foreign currency amounts shall be converted to Naira at the exchange rate prevailing on the date of conversion as advised by the Fund Manager’s bank. Foreign investors can invest in the Fund by forwarding duly executed subscription forms accompanied by the transfer of the requisite amount net of all transfer charges. The Authorised Dealers shall issue a Certificate of Capital Importation (CCI) to foreign currency investors upon confirmation of the subscription amount. The CCI should be kept by the foreign currency subscribers as it will be required for a subsequent repatriation in a freely convertible currency of proceeds from redemption of units or from any distribution of

the Fund’s income that the Fund Manager may undertake.

http://www.zenith-funds.com/

http://www.zenithassetmanagement.com/



7.11 INCOME AND DISTRIBUTION

Income earned from the fund will be distributed to Unit holders quarterly. Unit holders may elect to receive their

distributions either by Electronic transfer to their bank accounts or re-invest their distribution by purchasing additional units of the fund. Distribution payment option shall be selected at the point of subscription and can be changed within the life of the fund. The first distribution would be 90 days after SEC’s approval of the allotment.

7.12 TAX CONSIDERATION

Distributions of dividends to unit holders shall be tax exempt. Also any capital gains derived by the unit holders from the redemption of units in the Fund shall be tax exempt. Foreign investors should contact their respective tax authorities for the applicable tax treatment. Please note that taxation-related issues are subject to changes in legislations. Investors are therefore advised to seek tax advice regarding an investment in the Fund from their professional tax advisers. 7.13 MINIMUM INVESTMENT PERIOD

The minimum holding period for an investment in the Fund is 30 calendar days. 7.14 UNIT CERTIFICATE Unitholders will be issued with a Unit Certificate via e-mail or any other electronic means, which shall constitute evidence of their title to the number of Units specified on such documents. For joint holders, they shall be entitled to one certificate in respect of units jointly held by them and shall be delivered to the joint holder whose name appears first on the register of unitholders. 7.15 TRANSFER AND REDEMPTION OF UNITS Every Unit holder shall be entitled to transfer or redeem any of the Units held by him through the Manager in accordance with the provisions of the Trust Deed. The Manager will not transfer or redeem Units without the production of a Fund Statement relating to such Units, which must be surrendered before any transfer or redemption whether for the whole or any part thereof can be registered. Units purchased in the name of an individual under the age of 18 years may be redeemed or transferred by such individual upon attaining the age of 18 years provided that such individual produces a Fund Statement and valid identification. Detailed transfer instructions are provided in the Trust Deed. Subscribers may redeem all or part of the Units held at any time after allotment. However, redemptions before the expiration of the minimum holding period (30) calendar days, will incur a processing fee of 10% of the interest accrued of such redemptions. All the Units held by a Unitholder must be redeemed if the redemption of the desired number of units would result in a holding, the value of which is less than the minimum permissible holding of 1,000 units (NGN 1,000) or such balance as advised by the Manager from time to time. A Fund Statement will be issued for the new number of Units held in the case of a partial redemption. Units may be redeemed on any business day, provided that the Fund Statement and Redemption Notice(s) are lodged with the Fund Manager before 5.00 P.M on the Valuation Day. The applicable redemption price shall be the closing Bid Price displayed at the Fund Manager's office on the day. Under normal circumstances, the Fund will make redemption payments within five business days of the lodgement date. 7.16 UNITHOLDERS’ MEETINGS AND VOTING RIGHTS The Trustee or the Manager shall, on their own accord, or at the request, in writing, of at least 5 (five) of the Unitholders holding not less than 25% in value of the Units outstanding convene a meeting of unitholders. Such meeting shall be held at such place as the Manager or the Trustee shall determine or approve. Each unit of the Fund carries a right of one vote in all matters requiring the decision of the unitholders. The unit confers on the unitholder exclusive participation in the returns on the assets of the Fund and a right to receive notices and vote at any Meeting of the Fund. 7.17 VALUATION OF UNITS OF THE FUND

The Fund Manager shall work to ensure that a stable Net Asset Value or accumulated net asset value of the Fund, which is N1.00 per unit is maintained using “amortized cost” to value its portfolio securities. Amortized cost is the book price of a security—the price a fund pays for a security, as adjusted over time for accounting changes in any discount or premium. Money market funds use amortized cost, rather than market value, to value their securities when calculating NAV. Rule J2-477 under the SEC rules and regulations2013 requires a money market fund to use the amortized cost method.


7. PARTICULARS OF THE FUND (CONTD)

Therefore, the value per unit will always be maintained at ₦1.00 per Unit. 7.18 OTHER ARRANGEMENTS Custodial Services: Stanbic IBTC Bank Plc has been appointed as Custodian to the Fund’s assets and, in that capacity, is responsible for ensuring holding and controlling Fund assets in accordance with directives given by the Fund Manager and Trustees in conformity with the Trust deed. Maintenance of Register: The Fund Manager shall ensure transfer and settlement of the units held in the fund and will maintain the Register. Auditing: KPMG has been appointed as auditors to the Fund and, in that capacity, is responsible for providing audit services. The annual report and accounts will be prepared and submitted to the SEC on a periodic basis and circulated to Unitholders. Rating: Agusto & Co. has been retained to provide credit rating services to the Fund and, in that capacity, shall rate the Fund on an annual basis in accordance with the requirements of SEC Rule 481. The annual rating will be submitted to

the SEC and published in two national newspapers for the benefit of Unitholders. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension and withdrawal at any time by the assigning rating organization. 7.19 FEES, CHARGES AND EXPENSES OF THE FUND The initial costs of establishing the Fund will be borne by the fund. This charge and fees (including VAT where applicable), which comprises regulatory and professional fees, printing, advertising and publicity, brokerage commission and other related expenses, shall be offset from the offer proceeds. The management fee will be 1.0% of NAV of the Fund per annum. This fee will be paid quarterly in arrears and represents the remuneration due to the Fund Manager for the management and administration of the fund. All operating expenses including charges and expense incurred in connection with the management of the Fund plus annual fees payable to the Trustees, Auditors, Custodian and Rating Agency shall not exceed 5% of the NAV of the fund.

7.20 RISK FACTORS

The Fund is designed for investors with a low risk tolerance, however investments are subject to some degree of risks. Whilst not all investment risks can be predicted however, the Fund’s performance may be affected by the following risk factors:

Interest Rate Risk: risk that an unexpected change in interest rate will negatively affect the value of an

investment. The value of the Fund’s portfolio may be affected by market risks that are outside its control, including volatility in interest rates.

Credit Risk: the fund risk not being paid interest and risk loss of capital in the event of default by the issuer of

a security.

Liquidity Risk: although market parties try to ensure ample liquidity, moments of less market depth do exist. The fund risk not being able to meet short term financial demands.

Inflation Risk: This refers to the risk of loss of purchasing power due to increase in costs over time due to

rising prices. The interest rate on short term debt instruments is typically set when they are issued. If there is significant inflation over the time they are held, the real value of the investment depreciates.

Money Market Fund Risk: Although the Fund seeks to maintain the value of your investment at N1.00per unit, there is no assurance that it will be able to do so, and it is possible to lose money by investing in the Fund.

Concentration Risk: The Fund will invest a significant portion of its assets in short-term government securities, which are subject to low but varying degrees of credit risks as well as interest rate and market risk. If a government-sponsored entity is unable to meet its obligations or its creditworthiness declines, the performance of the Fund that holds securities issued or guaranteed by the entity will be adversely impacted.



7.21 RISK MANAGEMENT STRATEGY As identified above, the Fund has its associated risks and the best thing is to be able to identify and measure such risks for effective risk management. Given the experience of the Fund Manager in the money market, the above mentioned risk factors will be constantly monitored in order to reduce their potential effects on the Fund. The following Risk management strategy shall therefore be deployed by the Manager:

The Manager will make use of asset allocation to mitigate the overall investment risk to the Fund. Asset allocation

by its nature allows switching of asset classes strategically to protect the overall value of the fund.

The Fund Manager shall hold a maximum of 5% of net assets in cash and a maximum of 5% in less liquid securities to meet near-term redemptions by unitholders.

The Fund Manager shall make use of the weighted average maturity of the Fund to limit the impact of changes

in the Market Interest rate on the money market instruments. The Fund's weighted average to maturity will not be more than 90 days.

The Fund Manager shall from time to time stress test the portfolio using various simulation scenarios to show

any potential risk that could impact the Fund. The result of the test shall be reported to the investment committee.

The Fund Manager on a regular basis will determine the current valuation of the Fund so as to notice any deviation

from the forecast. The result of such valuation will be reported to the Investment Committee.

The Fund Manager identifies and evaluates the design and operational effectiveness of existing controls, determines the likelihood of occurrence of the identified risk event and also the consequence after which it determines the Funds level of exposure through various assessment methodologies.

All risk assessments are undertaken with the Fund’s risk tolerance in perspective.

7.22 MATERIAL CHANGES IN THE FUND’S POLICIES The Fund’s policies can be modified upon the recommendation of the Fund Manager. This recommendation will be subject

to the approval of the Investment Committee, the Trustee and prior clearance of the SEC. However, a formal notice of a general meeting will be provided to the Unitholders to obtain the necessary resolutions should there be a material change in any of the Fund’s policies.


8. FINANCIAL PROJECTIONS

8.1 LETTER FROM THE REPORTING ACCOUNTANTS, PRO-EDGE PARTNERS ON THE FINANCIAL

FORECAST

May 10, 2017 The Managing Director Meristem Securities Limited 124, Norman Williams Street Ikoyi Lagos

and

The Managing Director Zenith Capital Limited Civic Towers Ozumba Mbadiwe Street Victoria Island Lagos.

Gentlemen, We have reviewed the accounting bases and assumptions for the financial projections of Zenith Money Market Fund (“the Fund”) for the six months ending 31 December 2017 and years ending 31 December 2018, 2019, 2020 and 2021 in accordance with the International Standards on Assurance Engagements 3400, applicable to the examination of prospective financial information. The Fund Manager is responsible for preparing and ensuring that the financial projections for the six months ending 31 December 2017 years ending 31 December 2018, 2019, 2020 and 2021 contain no error or material misstatements and that the assumptions, policies and principles adopted for the financial projections are consistent with those normally adopted by the Fund Manager in its historical audited financial statements. Our responsibility is to express an opinion as to the proper compilation of the financial projections. The financial projections form part of the prospectus in respect of the proposed N1 billion Initial Public Offering, for which the directors are also responsible. We wish to emphasize that no business is free of major risks and few financial projections are free of errors of commissions or omissions. These financial projections relate to the future and consequently may be affected by unforeseen events as there may be differences between forecast, estimated, budgeted or projected results and the actual results because events and circumstances frequently do not occur as expected, and those differences may be material. In our opinion, the financial projections, so far as the assumptions and calculations are concerned, have been properly compiled and is presented on a basis consistent with the accounting policies of the Fund Manager. We have no responsibility to update this report for events and circumstances occurring after the date of this report. Yours faithfully, For: Pro Edge Partners

Florence Olakanye


8. FINANCIAL PROJECTIONS (CONTD.)

MEMORANDUM ON THE FINANCIAL PROJECTIONS OF ZENITH MONEY MARKET FUND FOR THE SIX MONTHS

ENDING 31 DECEMBER 2017 AND THE YEARS ENDING 31 DECEMBER 2018; 2019; 2020 AND 2021

8.2 INTRODUCTION

This memorandum has been prepared to summarise the information available to Zenith Assets Management Limited (“Fund Manager”) and their basic assumptions at the time of the preparation of the financial projections of Zenith Money Market Fund (“the Fund”) for the 6 months ending 31 December 2017 and the years ending 31 December 2018; 2019; 2020 and 2021.

8.3 BASES OF ASSUMPTIONS

Bases The financial projections have been prepared in accordance with the accounting policies that the Fund Manager would use to prepare the annual historical financial statements for the period covered by the projections. Unless otherwise advised, these accounting principles and policies are consistent with those currently being used in preparing the Fund Manager's historical financial statements.

Specific Assumptions

i. The Fund is expected to take off in 2017 with a size of N1 billion

ii. The 1,000,000,000 units of the Fund will be fully subscribed within the initial subscription period under the terms

and conditions of the Offer.

iii. Offer expenses

The Offer costs associated with establishing the Fund is estimated at N20,255,000 representing 2.03% of the gross proceeds, which include fees payable to the Regulators, Professional parties, printing, advertising and other costs incidental to establishing the Fund. The amount is payable by the Fund and will be deducted from the initial N1

billion to be raised from the Offer.

iv. Structure of investment

The structure of the proposed investments by the Fund will be as follows;

Lower limit Upper limit Target

% % %

Short-term government securities 25.0 100.0 65.0

Bank placement 10.0 75.0 10.0

Other money market securities 10.0 75.0 20.0

Cash equivalent 0.0 5.0 5.0

v. Interest income Interest income rates on investments are stated below:

2017 2018 2019 2020 2021

% % % % %

Short-term government securities 11.0 10.5 10.5 10.0 10.0

Bank placement 9.0 10.0 10.0 10.0 11.0

Other money market securities 11.0 11.5 12.0 12.0 12.0

Cash equivalent 4.0 4.0 4.0 4.0 4.0

vi. Additional subscription

Net effect of additional subscriptions and disposals by Fund’s unitholders is estimated at 50% in 2017, 50% in 2018, 65% in 2019, 80% in 2020 and 70% in 2021.



The additional subscriptions would generate income for a period of 3 months in 2017 and 6 months in subsequent years.

vii. Management fees

The Fund Manager will receive a management fee estimated at 1% of the Fund’s Gross Asset Value per annum before distribution to the unitholders at the respective balance sheet dates.

viii. Other operating expenses

This is estimated as follows: Custodian fee of 0.05% per annum of the Gross Asset Value of the Fund, payable quarterly in arrears Annual Trustee fee of N1,000,000 flat, payable quarterly in arrears Annual Audit fee of N1,500,000 flat Annual Rating Agency fee of N1,500,000 flat

ix. Tax status

In order to demonstrate its commitment to the development of the Nigerian economy and encourage the various sectors to contribute to the Nation’s growth and development, the Government of the Federal Republic of Nigeria granted a waiver of taxes on all Federal Government of Nigeria short-term securities in 2010, based on the recommendation of the Bond Market Steering Committee. Majority of the interest income generated from the Fund will therefore not be subjected to tax until 2021.

x. Distribution to unitholders

It is estimated that 100% of net income will be paid out to unitholders as dividends quarterly in arrears during the projection period.

General Assumptions

i. The rate of inflation would not be more than the current level of 17.26% throughout the projection period.

ii. There will be no material changes in the accounting policies currently being adopted by the Fund Manager.

iii. The quality of the management of the Fund Manager, Trustees and Custodian will be sustained during the projection period.

iv. There will be no drastic change in the political and economic environment that will adversely affect the operations of the Fund Manager.

v. Operating results will not be affected by disputes within the financial services business sector in the country.

vi. There will be no litigation with material adverse consequence to the Fund Manager, Trustee and Custodian.

vii. The Fund Manager will continue to enjoy the goodwill of its present and potential customers.



8.4 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the principal accounting policies of the Fund Manager, which have been applied in the preparation of these financial projections and will be applied in the preparation of the Fund's historical financial statements is set out below:

Basis of accounting (i) Statement of compliance

The financial statements are prepared in accordance with the International Financial Reporting Standard (IFRS) and interpretations in issue by the International Accounting Standards Board. The financial statements comply with the Companies and Allied Matters Act of Nigeria and Financial Reporting Council Act of Nigeria, 2011, using Nigerian Naira as the functional currency.

(ii) Basis of measurement The financial statements of the Fund will be prepared under the historical cost convention, except as regards assets and funds under management, which will be stated at market value. Interest income and expenses Interest income and expense for all financial assets and financial liabilities carried at amortised cost are recognised in profit or loss using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument or, when appropriate, a shorter period to the net carrying amount of the financial asset or financial liability. Direct incremental transaction costs incurred and origination fees received, including loan commitment fees, as a result of bringing margin-yielding assets or liabilities in the statement of financial position, are capitalised to the carrying amount of financial instruments, excluding financial instruments at fair value through profit or loss, and amortised as interest income or expense over the life of the asset as part of the effective interest rate.

When calculating the effective interest rate, the Fund estimates cash flows considering all contractual terms of the financial instrument (for example, prepayment options) but does not consider future credit losses. The calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts. Where the estimated cash flows on financial assets are subsequently revised, other than impairment losses, the carrying amount of the financial asset is adjusted to reflect actual and revised estimated cash flows.

Where a financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Fees and commission Fee income comprising performance/incentive fees, administration fees and fund management fees are recognised over the period for which the services are rendered, in accordance with the substance of the relevant agreements. Other income The Fund recognises other income on accrual basis. Other income comprises gain on disposal of available for sale investments and any other income apart from fees and commission income. Income tax expense Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income. Current tax Current tax is the expected tax payable on taxable income or loss for the year, using tax rates enacted or substantively enacted at the financial position date, and any adjustment to tax payable in respect of previous years. Deferred tax Deferred tax is provided using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they probably will not reverse in the foreseeable future.



Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities against current tax assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credit and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Additional income taxes that arise from the distribution of dividends by the Fund are recognised at the same time as the liability to pay the related dividend is recognised. Financial instruments (i) Financial asset Initial recognition and measurement Financial instruments include all financial assets and liabilities. These instruments are typically held for liquidity, investment and trading purposes. All financial instruments are initially recognised at fair value plus directly attributable transaction costs, except those carried at fair value through profit and loss where transaction costs are recognised immediately in profit and loss.

Financial instruments are recognised or de-recognised on the date the Fund commits to purchase (sell) the instruments (trade day accounting).

Subsequent measurement Subsequent to initial measurement, financial instruments are measured either at fair value or amortized cost depending on their classification.

Amortised cost measurement The “amortised cost” of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount, minus any reduction for impairment.

Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Fund has access at that date. The fair value of a liability reflects its non-performance risk. When available, the Fund measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The best evidence of the fair value of a financial instrument at initial recognition is normally the transaction price - i.e. the fair value of the consideration given or received. If the Fund determines that the fair value at initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique that uses only data from observable markets, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value at initial recognition and the transaction price. Subsequently, that difference is recognised in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out.

The fair value of a demand deposit is not less than the amount payable on demand, discounted from the first date on which the amount could be required to date. Subsequent to initial recognition, for financial instruments traded in active markets, the determination of fair values of financial assets and financial liabilities is based on quoted market prices or dealer price quotations. For all other financial instruments, fair value is determined using valuation techniques. In these techniques, fair values are estimated from observable data in respect of similar financial instruments, using models to estimate the present value of expected future cash flows or other valuation techniques, using inputs (for example, LIBOR yield curve, foreign exchange rates, volatilities and counterparty spreads) existing at the reporting dates.



Derecognition - Financial asset Financial assets are de-recognised when the contractual rights to receive the cash flows from these assets have expired or the Fund has transferred the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial assets are transferred or which the Fund neither retains substantially all the risks and rewards of ownership and it does not retain control of the financial assets. Any interest in transferred financial assets that qualify for de-recognition that is created or retained by the Fund is recognised as a separate asset or liability in the statement of financial position. On de-recognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset transferred), and consideration received (including any new asset obtained less any new liability assumed) is recognised in profit or loss.

The Fund enters into transactions whereby it transfers assets recognised in the statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets or a portion of them. If all or substantially all risks and rewards are retained, then the transferred assets are not de-recognised. Transfers of assets with retention of all or substantially all risks and rewards include, for example, securities lending and repurchase transactions.

In transactions in which the Fund neither retains nor transfers substantially all the risks and rewards of ownership of a financial asset and it retains control over the asset, the Fund continues to recognise the asset to the extent of its continuing involvement, determined by the extent to which it is exposed to changes in the value of the transferred asset. (ii) Financial liabilities The Fund derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. (iii) Impairment of financial assets Assets carried at amortised cost At each reporting date, the Fund assesses whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are recognised if, and only if, there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset ("a loss event‟) and that loss event (or events) has an impact on the estimated future cashflows of the financial asset or group of financial assets that can be reliably estimated.

The criteria that the Fund uses to determine that there is objective evidence of an impairment loss include: - Delinquency in contractual payments of principal or interest - Initiation of bankruptcy proceedings - Downgrading below investment grade level. The Fund first assesses whether objective evidence of impairment exists individually for financial assets that are individually significant, and individually or collectively for financial assets that are not individually significant. If the Fund determines that no objective evidence of impairment exists for an individually assessed financial asset, whether significant or not, it includes the asset in a group of financial assets with similar credit risk characteristics and collectively assesses them for impairment.

The amount of impairment loss for financial assets carried at amortized cost is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the statement of profit or loss. If a financial instrument has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. The calculation of the present value of the estimated future cash flows of a collateralized financial asset reflects the cash flows that may result from foreclosure less costs for obtaining and selling the collateral, whether or not foreclosure is probable. For the purposes of a collective evaluation of impairment, financial assets are grouped on the basis of similar credit risk characteristics (i.e. on the basis of the Fund’s grading process that considers asset type, industry, geographical location, collateral type, past-due status and other relevant factors). Those characteristics are relevant to the estimation of future cash flows for groups of such assets by being indicative of the debtors’ ability to pay all amounts due according to the contractual terms of the assets being evaluated.



Future cash flows in a group of financial assets that are collectively evaluated for impairment are estimated on the basis of the contractual cash flows of the assets in the group and historical loss experience for assets with credit risk characteristics similar to those in the group. Historical loss experience is adjusted on the basis of current observable data to reflect the effects of current conditions that did not affect the period on which the historical loss experience is based and to remove the effects of conditions in the historical period that do not currently exist.

Estimates of changes in future cash flows for groups of assets are reflected and directionally consistent with changes in related observable data from period to period (for example, changes in unemployment rates, property prices, payment status, or other factors indicative of changes in the probability of losses in the group and their magnitude). The methodology and assumptions used for estimating future cash flows are reviewed regularly by the Fund to reduce any differences between loss estimates and actual loss experience.

(iv) Available-for-sale financial assets Available-for-sale financial assets are impaired if there is objective evidence of impairment, resulting from one or more loss events that occurred after initial recognition but before the reporting date, that have a negative impact on the future cashflows of the asset. In addition, an available-for-sale equity instrument is considered to be impaired if a significant or prolonged decline in the fair value of the instrument below its cost has occurred. In that instance, the cumulative loss, measured as the difference between the acquisition price and the current fair value, less any previously recognised impairment losses on that financial asset, is reclassified from OCI to profit or loss.

If, in a subsequent period, the amount relating to an impairment loss decreases and the decrease can be

linked objectively to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through profit or loss for available-for-sale debt instruments. Any reversal of an

impairment loss in respect of an available-for-sale equity instrument is recognised directly in profit or loss. Cash and cash equivalents Cash and cash equivalents, disclosed in the Statement of financial position and statement of cashflows consist of cash on hand, demand deposits with Banks and highly liquid financial assets with original maturities of less than three months, which are subject to insignificant risk of changes in their fair value, and are used by the Fund in the management of its short-term commitments.

Cash and cash equivalents are carried at amortized cost in the statement of financial position.

Consolidation of funds under management IFRS 10 establishes a new single model that applies to all entities including structured entities. IFRS 10 replaces the parts of previously existing IAS 27 Consolidated and Separate Financial Statements that dealt with consolidated financial statements and SIC 12 Consolidation - Special Purpose Entities. To meet the definition of control in IFRS 10, all three criteria must be met, including:

an investor has power over an investee the investor has exposure, or rights, to variable returns from its involvement with the investee the investor has the ability to use its power over the investee to affect the amount of the investor's returns.

The Fund assessed the impact of IFRS 10 on its financial reporting and the following states the conclusion reached and the basis on which the conclusion was reached:

For all the funds under management, the kick out right are considered weak as there are many widely dispersed investors.

The investors’ right to remove the fund manager are considered to be protective rights because they are exercisable only for a breach of contract.

Zenith Assets Management Limited’s exposure to variability of return is also not of such significance to indicate that the fund manager is a principal.

Although Zenith Assets Management Limited has extensive decision making authority, and is exposed to a variability of return from its remuneration, its exposure indicates that the fund manager is an agent.

Zenith Assets Management Limited cannot use its decision making authority to influence its returns. It therefore does not control the Fund and as such should not be consolidated under IFRS 10.

Provisions, contingent assets and contingent liabilities

Provisions are recognised when the Fund has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. Provisions are determined by discounting the expected future cashflows using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability.



A provision for onerous contracts is recognised when the expected benefits to be derived by the Fund from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Fund recognises any impairment loss on the assets associated with that contract. A provision for restructuring is recognised when the Fund has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating costs are not provided for. Contingent assets are not recognised in the annual financial statements but are disclosed when, as a result of past events, it is highly likely that economic benefits will flow to the Fund, but this will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events which are not wholly within the Fund's control. Contingent liabilities are possible obligations arising from past events, the outcome of which will be confirmed only on the occurrence or non-occurrence of one or more uncertain future events. These include certain guarantees, other than financial guarantees, and letters of credit pledged as collateral security. Contingent liabilities are not recognised in the annual financial statements but are disclosed in the notes to the annual financial statements unless they are remote.



8.5 PROFIT FORECAST FOR THE FOUR YEARS AND SIX MONTHS' PERIOD ENDING 31 DECEMBER 2021

2017 2018 2019 2020 2021

N'000 N'000 N'000 N'000 N'000

Income:

Money market interest income 20,291

64,739

105,876 184,583 329,284

Interest income on government securities 43,963

126,241

200,723

333,276

578,471

64,254 190,980 306,599 517,859 907,755

Operating expenses:

Management fee

(7,720)

(24,106)

(39,690)

(71,101)

(121,146)

Other operating expenses (3,811)

(5,805)

(6,584)

(8,155)

(10,657)

(11,531)

(29,911)

(46,274)

(79,256)

(131,803)

Net income before taxation

52,723

161,068

260,324

438,603

775,951

Taxation - - - -

(90,775)

Net income after taxation

52,723

161,068

260,324

438,603

685,176

Distributions to Unit Holders

(52,723)

(161,068)

(260,324)

(438,603)

(685,176)

Undistributed income for the period/ year - - - - -



8.6 FORECAST STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER,

2017 2018 2019 2020 2021

N'000 N'000 N'000 N'000 N'000

Current assets

Money market securities

443,924 665,885 1,098,711 1,977,679 3,362,055

Government securities

961,834 1,442,751 2,380,540 4,284,972 7,284,452

Cash and cash equivalents

73,987 110,981 183,118 329,613 560,342

Total assets

1,479,745

2,219,618

3,662,369

6,592,264

11,206,849

Financed by:

Members' capital account

1,479,745

2,219,618

3,662,369

6,592,264

11,206,849



8.7 FORECAST STATEMENT OF CASH FLOWS FOR THE PERIOD/YEAR ENDING 31 DECEMBER,

2017 2018 2019 2020 2021

N'000 N'000 N'000 N'000 N'000

Cash flows from operating activities:

Net income before taxation & distribution 52,723 161,068 260,324 438,603 775,951

Tax paid - - - -

(90,775)

Net cash flow from operating activities 52,723 161,068 260,324 438,603 685,176

Cash flows from investing activities:

Purchase of money market instruments (443,924) (739,873) (1,209,692)

(2,160,798) (3,691,668)

Purchase of government securities (961,834) (1,442,751) (2,380,540)

(4,284,972) (7,284,452)

Net cash used in investing activities (1,405,758) (2,182,624) (3,590,231)

(6,445,769) (10,976,120)

Cash flows from financing activities:

Net proceeds from issue 979,745 1,479,745 2,219,618 3,662,369 6,592,264

Net subscriptions/disposals 500,000 739,873 1,442,751 2,929,895 4,614,585

Distributions to Unit Holders (52,723) (161,068)

(260,324)

(438,603) (685,176)

Net cash generated from financing activities 1,427,022 2,058,549 3,402,044 6,153,661 10,521,673

Net increase in cash and cash equivalents 73,987 36,994

72,138

146,495 230,729

Opening cash and cash equivalents - 73,987 110,981 183,118 329,613

Closing cash and cash equivalents 73,987 110,981

183,118

329,613 560,342



8.8 FORECAST YIELD FOR THE PERIOD/YEAR ENDING 31 DECEMBER,

2017 2018 2019 2020 2021

N'000 N'000 N'000 N'000 N'000

Opening net asset

979,745 1,479,745 2,219,618 3,662,369 6,592,264

Net subscriptions/disposals

500,000 739,873 1,442,751 2,929,895 4,614,585

Closing subscription value 1,479,745 2,219,618 3,662,369 6,592,264

11,206,849

Interest income 64,254 190,980 306,599 517,859 907,755

Gross asset value at year end 1,543,999 2,410,597 3,968,967 7,110,123 12,114,604

Operating expenses (11,531) (29,911) (46,274) (79,256) (131,803)

Net asset value 1,532,468 2,380,686 3,922,693 7,030,867 11,982,800

Opening net asset value (979,745) (1,532,468) (2,380,686) (3,922,693) (7,030,867)

Increase in net asset value 552,723 848,218 1,542,007 3,108,173 4,951,934

Annualised Return on Investment 10.8% 10.9% 11.7% 12.0% 10.4%



8.9 LETTER FROM THE ISSUING HOUSES The following is a copy of the letter from the Issuing Houses on the profit forecast

May 12, 2017 The Directors Zenith Assets Management Limited Civic Towers Ozumba Mbadiwe Road Victoria Island Lagos. Dear Sirs, OFFER FOR SUBSCRIPTION OF 1,000,000,000 UNITS OF N1.00 EACH IN THE ZENITH MONEY MARKET FUND (“THE FUND”) We write further to the Prospectus issued in respect of the Offer for Subscription of 1,000,000,000Units in the Fund. The Prospectus contains forecasts of the Fund for the six months ending 31 December 2017 and the years ending 31 December 2018, 2019, 2020 and 2021 respectively. We have discussed with you and with ProEdge Partners, the Reporting Accountants, the bases and assumptions upon which the forecasts were made. We have also considered the letter dated May 10, 2017 from the Reporting Accountants regarding the accounting bases and calculations upon which the forecasts were compiled. Having considered the assumptions made by you, as well as the accounting bases and calculations reviewed by the Reporting Accountants, we consider that the forecasts (for which you as Directors are solely responsible) have been made by you after due and careful enquiry. Yours faithfully, FOR AND ON BEHALF OF THE ISSUING HOUSES:

WOLE ABEGUNDE JUBRIL ENAKELE MANAGING DIRECTOR MANAGING DIRECTOR MERISTEM SECURITIES LIMITED ZENITH CAPITAL LIMITED


9. HISTORICAL FINANCIAL INFORMATION

The historical financial information of the Fund Manager, has been extracted for the financial years ending 31 December 2013, 2014, 2015 and 2016. Statement of financial position As at 31 December 2016 2015 2014 2013 In thousands of naira Assets: Cash and cash equivalent 6,444 10,056 61,150 700,000 Investment securities 220,941 287,971 254,965 - Other assets 64,093 48,415 37,471 157,036 Property and equipment 5,711 6,323 - - Intangible assets 1,333 - - - Total Assets 298,522 352,765 353,586 857,036

Liabilities: Accounts payable 22,025 23,367 48,046 28,069 Deposits for shares 50,000 50,000 50,000 600,000 Current tax liabilities 9,847 28,240 39,455 42,138 Deferred tax liability 1,089 1,170 - -

Total liabilities 82,961 102,777 137,491 670,207

Equity: Share capital 100,000 100,000 100,000 100,000 Retained earnings 201,619 235,307 168,130 86,829 Fair value reserve (86,058) (85,319) (52,035) -

Total shareholders’ equity 215,561 249,988 216,095 186,829 Total liabilities and equity 298,522 352,765 353,586 857,036



10.1 BRIEF PROFILE OF THE FUND MANAGER Zenith Assets Management Limited offers a range of innovative investment products for both individual and institutional investors. Our experience cuts across sectors and asset classes. Our goal is to add value for our customers at every step of their financial journey. We currently manage Securities and Exchange Commission registered Funds; Zenith Equity Fund, Zenith Ethical Fund and Zenith Income Fund. We leverage well institutionalized and research-based processes to manage and administer portfolios on behalf of our clients. 10.2 DIRECTORS OF THE FUND MANAGER The Board of Directors of the Fund Manager is currently constituted of as follows: Elaine Delaney Elaine is a General Partner in Quantum Capital Partners, a Sub-Saharan private equity firm with interests in financial services, insurance, telecommunications, real estate, hotels, petrochemicals and oil & gas. Elaine began her career with Watson Towers, the largest global actuarial consultancy advising FTSE 100 companies on both the asset and liability side. She later joined PSolve Asset Solutions, the fund-of-funds subsidiary of Sanlam Bank SA where she focused upon delivering tailor-made liability-driven investment solutions to top UK corporate pension plans, with a focus upon alternative assets. She then moved to Gissings Consultancy Services as Head of R&D, developing derivative based solutions for institutional clients. Elaine joined Zenith Bank Plc in Nigeria within the Corporate Finance & Advisory team and rose to become the head of Corporate Strategy & Advisory. She served on the Investment Committee as an Investment Strategist for the Zenith Bank range of mutual funds. Elaine holds a BSc in Actuarial Science from the Cass Business School, London and a postgraduate in Actuarial Management. She is a member of the Institute of Actuaries. Joseph Onwubuya

Joe Onwubuya is a Director of Cyberspace Network Limited and oversees the growth and direction of the company. He is responsible for the delivery of successful growth strategy for the company. He is highly regarded in the technology industry and has over twenty years of Business, Security and Network consulting experience with several companies in Nigeria. Mr. Onwubuya has held various positions in large integration and consulting companies, he has also served as IT consultant to numerous financial institutions and Visafone Communications Limited. He is a network veteran in particular and an IT professional in general. Engr. Onwubuya holds a Bachelor’s and Master’s degree in Electrical/Electronic Engineering from the University of Lagos in addition to several other IT certifications both within and outside Nigeria, among which are Cisco, Microsoft, and Linux. He has attended the Advanced Management Program at the Pan-African University, Lagos. He is a corporate member of

the Nigerian Society of Engineers (MNSE) and Council for the Regulation of Engineering in Nigeria (COREN). Victor Abulele

Victor Abulele is the Chief Financial Officer (CFO) of Cyberspace. He is a Chartered Accountant. He is responsible for the strategic initiatives and direction of the company. As CFO, Mr Abulele brings to Cyberspace over 20 years of experience in leadership, managing and growing business-focused technology endeavours. Mr. Abulele has driven various private sector based projects earning the trust of his colleagues and clients. He has been responsible for policy formulation, conceptual development, and implementation of various researches relating to how more value can be delivered to customers at a very affordable cost. Mr. Abulele is a member of several professional bodies. He is a graduate of Accountancy and holds a Masters’ degree in Business Administration with special emphasis on Marketing. He is a fellow of the Institute of Chartered Accountants of Nigeria. He is an alumnus of the prestigious Lagos Business School.



Jim Ovia, CON – CHAIRMAN

Jim Ovia is the pioneer Managing Director/CEO of Zenith Bank Plc, one of Nigeria’s and Africa’s largest banks by Shareholders’ Funds. He was at the helm of affairs for 20 years until his resignation in July, 2010.

He is also the Chairman and founder, Quantum Group. Jim Ovia is a member of the National Economic Management Team of Nigeria as well as a member of the Honorary International Investors’ Council. He is the founder and proprietor of James Hope College, Agbor, Delta State. Jim Ovia is a philanthropist. He is the founder of the Youth Empowerment & ICT Foundation, which focuses on improving the socio-economic welfare of Nigerian youths by empowering them to embrace Information and Communication Technology. The initiative holds annual Youth Empowerment seminar.

In recognition of his achievements particularly in support of the Nigerian economy, Jim Ovia was conferred with the national award of Commander of the Order of the Niger (CON) in November, 2011.

Jim Ovia holds a Master’s degree in Business Administration (MBA) from the University of Louisiana, Louisiana, USA in 1979 and a B.Sc degree in Business Administration from Southern University, Louisiana, USA (1977). He is an alumnus of Harvard Business School (OPM).

Jubril Enakele Jubril Enakele is the current Managing Director and Chief Executive Officer of Zenith Capital Limited. Prior to joining Zenith Capital Limited as CEO in May, 2015, he was Director of Corporate Finance and Client Coverage for Sub-Sahara Africa (excluding South Africa) at Deutsche Bank AG, London where he was responsible for originating Capital Markets (debt and equity), Fixed Income and Derivatives transactions, and providing coverage and origination support to other products groups including M&A, Structured Finance etc. in the region. Before his time at Deutsche Bank, he worked for Standard Bank (London), Citibank N.A/Citigroup Global Markets (London and Lagos), Zenith Bank Plc (Lagos) and Prudent Bank (now Skye Bank Plc) respectively. Over the course of his career, Mr. Enakele has acquired over 15 years of diverse expertise in various aspects of Banking and Markets including Operations, Credit Analysis, Risk Management, Client Relationship Management, Investment Banking, Corporate Finance and Commodity Derivatives, all across sub-Saharan Africa.

Jubril is an alumnus of Said Business School, University of Oxford. He is also an alumnus of London Business School, University College London and University of Calabar, Nigeria. He holds memberships of the Nigerian Institute of Management, Institute of Credit Administration of Nigeria and Financial Reporting Council of Nigeria respectively. He is also an Associate Member of the Chartered Institute for Securities and Investment (ACSI), UK and is an Approved Person of the Financial Conduct Authority, UK (FCA). 10.3 BRIEF PROFILE OF THE TRUSTEE Vetiva Trustees Limited (“Vetiva Trustees”), incorporated in March 2008, is a wholly-owned subsidiary of Vetiva Capital Management Limited (“Vetiva”), a Pan-African financial services company incorporated in Nigeria, whose essence is being “Passionately Professional”. The Company is run as a separate legal entity in line with global best practices. Vetiva Trustees is duly licensed and approved by the SEC to carry on the business of Trusteeship in the Nigerian Financial market and specializes in providing a wide range of Trust Services to public institutions, corporate entities and private individuals. Theresa Orji Theresa Orji is a Senior Trust Relationship Manager with Vetiva Trustees. She is a graduate of Law from the University of Benin (2006) and was called to Bar in 2007. She also obtained LLM from the University of London in 2013.


10. INFORMATION ON THE FUND MANAGER AND THE TRUSTEE (CONTD.)

Mr. Chuka Eseka Mr. Eseka is an Investment Banker with extensive experience covering merchant and investment banking activities. He is Managing Director/CEO, Vetiva Capital Management Limited (2003 till date). Prior to this, he was Deputy Manager, ICON Stockbrokers Limited (1991-1995) and Executive Director/COO, BGL Plc (1995 – 2003). He is a graduate of Accounting (1989) from the University of Lagos, a Fellow of the Chartered Institute of Stockbrokers and a member of the Institute of Chartered Accountants of Nigeria. He is also an authorised dealer of The Nigerian Stock Exchange. Mr. Eseka has managed the emergence of Vetiva into one of the most respected, innovative and efficient investment banks in Nigeria. Mr. Eseka is especially formidable in deal origination, structuring and execution and is vastly experienced in corporate restructuring/repositioning as well as privatisation advisory structures; having been involved in a number of significant transactions in the financial services and real sectors of the Nigerian economy. He is regarded as one of the foremost investment bankers in Nigeria today with broad complementary competences covering financial, operational and legal related issues in the real sectors of the Nigerian economy over the past 21 years. Dr. Olaolu Mudasiru Dr. Mudasiru is an Investment Banker with extensive experience covering Stockbroking, Asset Management and other aspects of investment banking activities. He has been Deputy Managing Director/COO, Vetiva Capital Management Limited (2003 till date) and Managing Director, Vetiva Securities Limited (2008 till date). Prior to this, he was Head, Capital Markets and Stockbroking, Great Africa Trust Limited (1994-1997); Assistant Vice-President, Business Development, ARM Limited (1998-1999); Group Head, Asset Management Group Standard Trust Bank Limited (1999-2000); Head, Non- Fuel Revenue/Business Development, Oando Plc (2000-2003). He holds an MSc in International Securities, Investments and Banking (1998) from the ICMA Centre of The University of Reading, UK, an M.B;B.S. Degree (1990) from the College of Medicine, University of Lagos, Nigeria and he is an Alumnus of the Stanford University Graduate School of Business (2007). He is a Dealing Member of the London Stock Exchange, an Associate of the Chartered Institute of Stockbrokers, Nigeria as well as being a member of the Medical & Dental Council of Nigeria. He is also a recipient of the Chevening Scholarship, which is granted to ‘mid-career high flyers’ globally by the British Government. Dr. Mudasiru is quite versatile and his over 20 years of experience span the spectrum of Investment Banking covering Wealth Management, Financial Intermediation, Trading & Dealing and executing various transactions in the Financial Services Industry. 10.4 INVESTMENT COMMITTEE

The Investment Committee will advise and guide the Fund Manager on its investment strategies and policies in order to ensure that its activities are in line with the Fund’s investment objectives and policies. The proposed Investment Committee members are as follows:

Jubril Enakele Kennedy Ichibor, CFA Simon Bassey Kenneth Brai Joshua Bayode Uche Ugoji Theresa Orji (Non-Voting Member/Trustee’s Representative) Gbadunola Sokunbi (Independent member)



10.5 BRIEF PROFILE OF THE FUND INVESTMENT COMMITTEE MEMBERS The Investment Committee will advise and guide the Fund Manager on its investment strategies and policies in order to ensure that its activities are in line with the Fund’s investment objectives and policies. The proposed Investment Committee members are as follows: Jubril Enakele Please refer to page 34 of this Prospectus for his profile. Kennedy Ichibor, CFA Kennedy Ichibor, CFA, heads the origination and coverage desk of Zenith Capital Limited. He is an alumni of the University of Benin and a Chartered Accountant, with over 13 years’ experience in Corporate and Investment banking transactions within the Zenith Bank Group. He has participated actively in the structuring of high profile debt facilities for multinational companies in the Fast Moving Consumer Goods (FMCG), Breweries, Commodities, Agriculture and Steel sectors in Nigeria. Kennedy was also instrumental in the successful IPO of the Zenith Funds in 2008 while he was overseeing the Asset Management sales team. Simon Bassey Simon Bassey is currently the Chief Executive Officer of Zenith Securities Limited. Prior to taking up this portfolio, he was overseeing the Capital Markets unit of Zenith Capital and has over 13 years’ experience in Banking, Equity Capital Markets Execution, Mergers & Acquisitions and Financial Advisory Services. He began his Investment Banking career at the Corporate Finance Department of MBC International Bank Limited (now First Bank Plc.). He moved to Zenith Bank Plc. (Investment Banking Group), which later became Zenith Capital Ltd, then an investment banking subsidiary of Zenith Bank Plc. He holds an MBA from the University of Manchester and a B.Sc. Degree in Economics from the University of Ibadan. Simon is an Associate Member of the Institute of Chartered Accountants of Nigeria (ACA) and Chartered Institute of Stock Brokers (ACS) respectively. Kenneth Brai Kenneth Brai has over 12 years’ experience and has been actively involved in the Asset Management business since 2007. He is responsible for the analysis and monitoring of market/industry/company specific developments that form the basis for the construction and constant evaluation of asset classes in line with client’s investment objectives. He is a graduate of Economics from Ahmadu Bello University Zaria, Kaduna State Nigeria and also has a Master’s degree in Financial Analysis/Funds Management and Business Economics (Finance) from the University of Exeter and University

of Wales respectively. Joshua Bayode Joshua Bayode holds an MBA from Regent Business School, South Africa and a B.Sc. in Banking and Finance from the University of Ado Ekiti. He is a Fellow of the Association of Certified Chartered Accountants (FCCA), United Kingdom, an Associate Member of Institute of Chartered Accountants of Nigeria (ACA), and also a member of the Chartered Institute for Securities and Investment (MCSI), United Kingdom. He has over a decade experience in the banking industry of which about 7 years was spent in Zenith Bank Plc. He is presently the Chief Financial Officer of Investment Banking Group including Zenith Capital Limited, Zenith Securities Limited, Zenith Assets Management Limited and Zenith Funds. He is charged with the responsibility of managing the entire financial control of the group of companies. Uche Ugoji Uche Ugoji has over 13 years’ experience in Corporate/Project Finance, Mergers and Acquisitions, Capital market transactions and regulatory compliance. She has advised companies, lenders, investors and governments on various legal and financial structures.



Prior to joining Zenith Capital, Uche was a Senior Associate at Aluko and Oyebode from October 2008 to December 2015, one of the largest commercial law firms in Nigeria and a key member of the Corporate Commercial Practice with responsibility for business advisory, financing, PPPs and M & A transactions. Uche studied Law at the University of Ibadan and holds a Masters in Law and Finance from Queen Mary, University of London. Theresa Orji (Non-Voting Member/Trustee’s Representative)

Please refer to page 34 of this Prospectus for her profile. Gbadunola Sokunbi (Independent member) Gbadunola is a graduate of Accounting from University of Lagos. Amongst many affiliations, she is an associate member of The Chartered Institute of Stockbrokers (CIS) and The Institute of Chartered Accountants of Nigeria (ICAN). She is also an Authorised Dealing Clerk of The Nigerian Stock Exchange. She joined Meristem Securities as Head of Accounts in 2006 from Hamilton Hammer and has diverse experience spanning securities trading, dealing, portfolio and assets management, share registration, finance and taxation. Gbadunola has attended various training in the Capital Market and Financial Services ranging from Financial Management, Securities lending, Equity and Bond Valuation amongst others. She is currently the Managing Director of C24 Nigeria Limited.


11. STATUTORY AND GENERAL INFORMATION

11.1 EXTRACTS FROM THE TRUST DEED

2. THE TRUST DEED

The provisions of this Deed and of any duly executed supplemental trust deed or deed of variation shall be binding on the Trustee, the Fund Manager, the Unitholders and on all persons claiming through them respectively as if such persons were parties to this Deed or such supplemental deed.

3. CONSTITUTION AND STRUCTURE OF THE FUND 3.1 Appointment of Trustee

The Trustee agrees to act as the trustee of the Fund and shall hold the same upon and subject to the provisions of this Trust Deed.

3.2 Establishment of the Trust

The Trustee hereby declares itself as Trustee for the Unitholders with effect from the date of this Deed to hold the Deposited Property and the benefit of the covenants and other obligations on the part of the Manager herein contained in trust for the Unitholders and themselves, subject to the terms of this Deed.

3.3. Constitution of the Fund

3.3.1 The net proceeds of the Offer shall be paid into the Trading Account to be maintained with the Custodian and shall, with all other property and assets of the Trust, at all times be vested in the Trustee and shall constitute the Trust in the first instance.

3.3.2 The ownership of the Deposited Property shall be vested in the Trustee or, subject to any prescribed conditions,

in a nominee approved by the Commission and, subject to the terms of this Trust Deed. 3.3.3 The Deposited Property of the Fund shall be held separate and distinct and shall not be co-mingled with any

other fund. 3.4 Division of the Fund into Units

3.4.1 The beneficial interest in the Fund shall be divided into interests of equal value referred to as “Units”; and the

units and fractions thereof shall be issued at a price calculated in accordance with clause 6. 3.4.2 The Units, and fractions thereof, shall be issued only as fully paid units. 3.4.3 No Unit of the Fund or fraction thereof shall have any rights, preferences or priorities over any other Unit of

the Fund, except that no holder of a fraction of a Unit, as such, shall be entitled to notice of, or to attend or to vote at, meetings of Unitholders.

3.4.4 The Trustee may be a Unitholder of the Fund and the Manager shall be a Unitholder of the Fund. 4. APPOINTMENT OF THE CUSTODIAN AND THE DESIGNATED ACCOUNTS 4.1 The Manager has, with the consent of the Trustee, appointed the Custodian for the purposes contemplated in

this Clause 4 and shall enter into a custodial service agreement with the Custodian.

4.2 Where the Commission or the Manager, in consultation with the Trustee, for valid reasons, is of the opinion that a change of Custodian is desirable in the interest of the Unitholders, the custodial arrangement with the Custodian shall be terminated in accordance with the custodial agreement and the Custodian shall, for no consideration, convey the Deposited Property to the newly appointed Custodian as instructed by the Manager or the Commission. The Manager will immediately thereafter take such steps as may be necessary to appoint a new Custodian for the Fund PROVIDED however that any appointment of a new Custodian will be subject to the prior approval of the Commission and the termination of the Custodian shall not take effect until the appointment of the new Custodian.

4.3 The Manager shall maintain 2 (two) accounts with the Custodian in respect of the Fund which shall be designated the “Vetiva Trustees/Zenith Money Market Fund Trading Account” and the “Vetiva Trustees/Zenith Money Market Fund Expense Account” respectively.

4.4 All cash proceeds of the sale of Units shall be paid into the Vetiva Trustees/Zenith Money Market Fund Trading Account (the “Trading Account”) or into such other designated cash account with the Custodian PROVIDED THAT

the Manager may open and maintain “receive only” bank accounts in respect of the Fund with certain banks to be approved by the Trustee (“Receiving Banks”) into which the proceeds of the sale of Units of the



Fund shall be paid. The “receive only” accounts opened with the Receiving Banks shall be utilised only for the purpose of receiving subscription payments from the public and all sums received in such accounts shall be transferred to the relevant Trading Account.

4.5 A portion of the proceeds from the sale of Units will from time to time, as hereinafter provided for, be paid from

the Trading Account into the Vetiva Trustees/Zenith Money Market Fund Expense Account of the Fund (the “Expense Account”) to be used for the payment of charges incidental to the administration of the ZMMF

4.6 The Designated Accounts shall be operated by the Custodian, who shall provide the Manager and the Trustee with monthly and quarterly reports thereon as well as monthly and quarterly valuations of the investments held by the Fund, and file quarterly returns to the Commission.

4.7 All investments shall be made with monies drawn from the Trading Account of the Fund and such investments

shall be in the name of the ZAM Money Fund. 4.8 Monies paid to the Custodian for Units pursuant to Clause 6 hereof shall be paid into the Trading Account and

shall form part of the Deposited Property. 4.9 All stamp duty and all other duties and charges payable in respect of this Deed or upon the constitution of the

Units of the ZMMF and expenses incurred in respect of the Fund shall be payable out of the Expense Account.

4.10 The Manager and Trustee shall not mortgage, pledge, charge or otherwise provide the assets of the Fund as security for any borrowing, facility, guarantee, indemnity, lease or other contractual obligation, whether on their own behalf or on behalf of the Fund or the Unitholders and monies may not be lent out of the investments or assets of the Fund.

4.11 Notwithstanding anything to the contrary either herein or in any other document, the Manager shall be entitled

to subscribe to Units of the Fund. 4.12 The Manager shall at any time and at the request of a Unitholder, exchange all or a stated portion of his units

in the Fund for units of any other unit trust or mutual fund in which the Manager at that time acts as fund manager provided however that such exchange will be effected using an exchange ratio that takes account of the prevailing offer price of the units of the other unit trust or mutual fund and the prevailing bid price of the Units of the Fund being exchanged (less any statutory deductions whether in respect of tax or otherwise that may be applicable to an exchange of units).

4.13 The Manager, as promoter of the Fund, shall subscribe to a minimum of 5 per cent of the Initial Public Offer of Units

of the Fund. 5. DESCRIPTION AND OBJECTIVE OF THE FUND 5.1 The ZMMF is an actively managed open-ended unit trust scheme which offers investors a diverse investment

choice. 5.2 Details of the Investment objectives and authorised investments of the Fund are contained in Schedule 1 of this

Deed.

6. SALE AND ISSUE OF UNITS 6.1 Upon the establishment of the ZMMF and its division into Units, the Fund shall market and maintain the unit of

the Fund at a stable net asset value of N1.00 per unit in accordance with Rule J2-477 under the SEC rules and regulations, 2013, or any amendment thereof.

6.2 The minimum investment one or joint Unitholder(s) may make in the ZMMF is as set out in Schedule 1 of this Trust Deed.

6.3 A person who wants to subscribe for Units may do so at the Offer Price of the Fund and must complete and

deliver to the Manager an application form in the form prescribed by the Manager. Every application in whatever form shall be accompanied with the subscription money, or the document of transfer of the property to be vested in the Trustee. The Manager shall apply its reasonable discretion in accepting or rejecting an application for Units.

6.4 Subject to any prescribed minimum investment requirement as agreed by the Trustee and the Manager, the

Manager may make offers of Units in the Fund to the public of such number, and of such value, as the Manager may from time to time determine, subject to the registration of such Units with the Commission. The Fund shall be open to the public for the entire period of the existence of the Fund save for the periods where the Register is closed for the purpose of making distributions to the Unitholders.



6.5 The Manager upon receipt of a subscription form shall accept or reject such subscription within six (6) Business

Days of such receipt and upon such acceptance or rejection will, in the case of rejection, forthwith return the subscription form and any payment made without interest thereon; and, in the case of acceptance, the Manager will forthwith forward a notice to the subscriber indicating the number of Units of the Fund and fractions thereof, if any, purchased by such subscriber.

6.6 Any new Units issued pursuant to Clause 6.5 above, shall rank pari passu in all respects with the Units issued pursuant to this Trust Deed and shall represent an undivided part of the Deposited Property.

7. FINANCIAL YEAR

The Financial Year of the Fund shall be 1st January to 31st December. The year-end of the Fund will be 31st December in each year.

8. RIGHTS OF UNITHOLDERS

8.1 The Unitholders shall not have or acquire any right against the Manager or the Trustee in respect of their investments except such rights as are expressly conferred upon them by this Trust Deed.

8.2 The ownership of all Property of the Fund shall be vested in the Trustee and, subject to the terms of this Trust Deed, the right to conduct the affairs of the Fund will be exercised independently by the Trustee on behalf of the Unitholders. The Unitholders of the Fund shall have no interest other than the beneficial interest provided for in this Trust Deed and no Unit of the Fund shall confer any interest or share in any particular part of the Deposited Property of the Fund. The Unitholders shall have no right to call for any partition or division of any portion of the property of the Fund nor shall they be called upon to share or assume any losses of the Fund or suffer any assessment or further payments to the Fund or the Trustee of any kind by virtue of their ownership of Units of the Fund.

8.3 A Unitholder shall have the right to share in the assets of the Fund proportionate to the number of Units held by him in the Fund.

8.4 Only persons who have been duly registered as Unitholders shall have the right to be recognised as such.

8.5 The Manager shall be treated for the purposes of this Deed as the Unitholder of each Unit during such time that neither the Manager nor any other person is registered or entitled to be registered as the Unitholder but nothing herein contained shall prevent the Manager from subscribing for and becoming a registered holder of Units in the Fund.

8.6 Subject as hereinafter provided, a Unitholder shall be entitled to require payment of the Fund Bid Price of all or any of his Units of the Fund by giving written notice to the Manager.

8.7 A Unitholder shall have the right to pledge, charge, mortgage, or otherwise offer his units to secure a debt, a loan or an obligation and in any such case shall notify the Manager of the pledge, charge, mortgage or obligation.

8.8 A Unitholder shall have the right to receive the notice of meetings and attend such meetings either in person or by proxy.

9. PAYMENT OF REMUNERATION AND FEES

9.1 The remuneration of the Manager and all other administrative fees shall accrue on a daily basis. At the end of each quarter, all such sums as have accrued shall be transferred from the Trading Account into the Expense Account of the Fund from which the relevant sums will be paid to the Manager and respective service providers. The respective fees payable shall be as follows;

9.1.1 Management fee of 1.0% per annum of the Net Assets Value of the Fund payable quarterly in arrears;

9.1.2 Custodian fee of 0.05% per annum of the Net Asset Value of the Fund shall be payable quarterly in arrears;

9.1.3 Annual Trustee’s fee of N1,000,000 flat, payable quarterly in arrears;

9.1.4 Annual Rating fee of N1,500,000 flat payable annually; and,

9.1.5 Annual Audit fee of N1,500,000 flat payable annually.

9.2 The Auditors’ and the Rating Agency’s fees shall be due for payment at the end of the financial year, and in the case of the Auditors’ fees, upon the completion of the audit of the accounts of the Fund. Such fees shall be paid from the Expense Account.

9.3 The Manager shall pay or cause to be paid from the Expense Account all brokerage fees to agents on the sale or

issue of the Units as, and when applicable 9.4 Payment to the Trustee



9.4.1 The Manager shall on behalf of the Fund pay all travelling and other costs charges and expenses that the Trustee shall reasonably incur in connection with the execution of this Trust Deed and in the exercise of the powers and discretion hereby vested in it.

9.4.2 All such costs, expenses, charges or remuneration due to the Trustee shall be payable upon demand. However, the Trustee shall provide the Manager with invoices/receipts for all expenses incurred.

9.4.3 The Manager shall, on behalf of the Fund, pay the Trustee all sums owning to the Trustee in respect of the remuneration cost stated in Clause 9.1.3 above.

9.5 Management, Advisory & Administrative Expenses

9.5.4 The Fund will pay the Manager 1% of the Net Asset Value plus expenses quarterly in arrears, but subject to this fee being payable out of income. This fee represents the remuneration due to the Manager for the management, advisory and administrative roles involved in the day to day management of the Fund. The Fund will also pay an incentive fee to the Manager, equivalent to 20% of total returns in excess of 10% of the Fund’s Net Asset Value per annum.

10. REDEMPTION AND TRANSFER OF UNITS

Redemption of Units

10.1 Except as provided herein there is no restriction on Unitholders’ access to their investment proceeds by way of redemption of Units.

10.2 All redemptions shall be made through the Manager or any of its agents as may be appointed from time to time.

10.3 Subject to Clause 10.4 below, Units shall be redeemed at the Bid Price and where the redemptions are being made within 30 days of initial acquisition of the Units by a Unitholder, the Manager shall have the right to charge a redemption fee of 10% (ten percent) of the total return earned on the investment for the units being redeemed on the day of redemption.

10.4 Notwithstanding anything contained in this clause 10, a Unitholder shall not be entitled to redeem part of his holding of Units if such redemption would result in his holding being reduced to less than the Minimum Number of Units.

10.5 Unitholders can redeem their Units in the Fund within 5 (five) Business Days of receipt of the Unitholder’s Certificate and a Redemption Notice by the Manager or any of its agents.

10.5.1 The form of Redemption Notice shall be as set out in Schedule 3 of this Deed and the Manager will notify the Unitholder of any deficiencies in the notice of redemption.

10.5.2. The Redemption Notice must be issued to the Manager between the hours of 9am and 5pm on Business Days.

10.5.3 Redemption shall be effected, at the Bid Price subject to clause 10.3 above and clause 10.6 below.

10.5.4 Unitholders seeking to redeem only a part of their holding shall be required to maintain the Minimum Number of Units applicable to the Fund.

10.5.5 Payments in respect of each redemption shall be by electronic transfer sent within 5 (five) Business Days of receipt of the Unitholders Certificates and Redemption Notice.

10.6 Where only part of the Units comprised in a Certificate are to be redeemed the Unitholders shall pay to the Manager the stamp duty (if any) arising upon the issue of a new revised Certificate and thereupon the Manager shall procure a new Certificate to be issued free of charge reflecting the balance of the Units comprised in the Certificate.

10.7 The Trustee shall use all reasonable endeavours to ensure that the calculations with respect to Unitholders’ interests are correct and where a Unitholder notifies it of an error in any computation of such Unitholder’s interest, any such error shall be rectified as soon as possible. The Trustee shall be entitled at any time to require the Manager to justify any errors in the computation of the Unitholders interests.

10.8 In no event shall the Trustee be bound to make any payment to the Manager or any Unitholder except out of the Deposited Property held by it for that purpose under the provisions of this Deed.

10.9 The Manager shall be entitled in the name and on behalf of the Unitholder to execute an instrument of transfer in respect of any Units to be redeemed hereunder and to endorse and sign on the appropriate Certificate, in respect of the Units to be redeemed, such statement as may be necessary or desirable as evidence that the Unitholder no longer has any interest in the said Units PROVIDED that in either event the Manager shall within a reasonable period thereafter furnish to the Trustee with the authority under which it acted.

10.10 Units redeemed may be re-sold to existing or incoming Unitholders.

10.11 All Units which the Fund is required to redeem shall be deemed to be outstanding until payment for such units is made in accordance with this clause 10.



Transfer of Units 10.12 Every Unitholder shall be entitled to transfer the Units or any of the Units held by him through the Manager upon

the execution by the transferor and the transferee and the delivery to the Manager of such transfer instrument as may be prescribed by the Manager from time to time. Provided, however that no transfer of part of a holding of Units shall be registered if in consequence thereof either the transferor or the transferee would hold less than the Minimum Number of Units.

10.13 Every instrument of transfer must be signed by the transferor and the transferee and the transferor shall be

deemed to remain the holder of the Units transferred until the name of the transferee is entered in the Register in respect thereof. The instrument of transfer need not be a deed.

10.14 Every instrument of transfer must be duly stamped and lodged with the Manager for transmission to the Registrar

accompanied by any necessary declarations or other documents that may be required in consequence of any regulation or legislation for the time being in force and by the Certificate or Certificates relating to the Units to be transferred and or such other evidence as the Registrar may require to prove the title of the transferor or his right to transfer the Units and thereupon the Registrar shall register the transferee as holder of the Units referred to in such instrument of transfer and shall issue to such transferee a new Certificate representing the Units so transferred.

10.15 All instruments of transfer that shall be registered may be retained by the Manager or by the Registrar on its behalf.

10.16 A reasonable fee of such amount as the Manager and the Trustee may from time to time agree may be charged by the Manager upon any transfer of Units and the Registrar shall issue a new Certificate in the name of the transferee and a balance Certificate (if necessary) in the name of the transferor.

10.17 A receipt signed by the Unitholder in respect of any monies payable in respect of the Units represented by any

Certificate shall be a good discharge to the Trustee and the Manager and if several persons are registered as joint Unitholders or in consequence of the death of a Unitholder, are entitled so to be registered, any one of them may give an effectual receipt for any such monies.

11. INVESTMENT POLICY

11.1 The Investment Policy of the Fund is set out in Schedule 1 of the Trust Deed

11.2 The Manager shall not alter the Investment Policy of the Fund as set out in Schedule of the Trust Deed without the consent of the Trustee and the prior approval of the SEC.

12. RIGHT TO SELECT INVESTMENTS

12.1 The Fund shall have an investment committee which shall be responsible for reviewing and advising the Manager on proposed investments generally. The investment committee shall have a minimum of three members comprising at least one independent member with no affiliation to either the Manager, the Trustee, or the Custodian, nominated by the Manager and approved by the Trustee, together with a representative of the Trustee and the Manager.

12.2 Subject to section 13.1 above and section 171 of the Investments and Securities Act and such other investments as the Commission may from time to time approve, the Manager shall be responsible for decisions as to the purchase, selection, sale or alteration of any investments under the provisions of this Trust Deed. The investments of the Fund shall be in accordance with investment guidelines established by an investment committee and shall be approved by the Trustees.

12.3 Save pursuant to an offer made jointly to all holders of units of another authorised unit trust scheme (as defined by section 152 of the Investments and Securities Act) for the exchange of such units or the cash or other property represented thereby for Units of this Fund, neither the Trustee nor the Manager nor any affiliate of either shall as principal sell or deal in the sale of investments to the Trustee for account of the Fund or vest Authorised Investments in the Trustee upon the issue of Units, and the Trustee and the Manager shall use their best endeavours to procure that no such sale or dealing or vesting shall be made by any director of the Trustee or the Manager or of any associate PROVIDED that the restriction imposed by this Clause shall not apply to any sale or dealing or vesting in connection with the provision of the initial portfolio of investments by the Manager.

12.4 The Manager shall not undertake any dealing in or retention of any underlying securities of any company if the individual officers of the Manager or any of its affiliates or subsidiaries each have beneficial ownership of more than ½ of 1 per cent (0.5%) of the securities of such company and together more than 5 per cent of the securities of that particular company.

12.5 The Manager, Trustee and their affiliates shall not deal as principals in the sale of underlying assets to the trust scheme.



13. REALISATION OF INVESTMENT

13.1 Any monies accruing from investments of the Fund shall be treated as realised investments. The Manager shall have the discretion subject to the agreed investment guidelines to reinvest any realised investment comprised in the Deposited Property in other Authorised Investments at any time PROVIDED ALWAYS THAT the Manager acts with diligence and prudence in exercising this discretion.

14. INVESTMENT RESTRICTIONS

14.1 The Manager shall not invest any part of the Fund in its in-house, trustees or associates’ instruments or securities that are not transferable.

14.2 In addition, no part of the Fund shall be invested in the units or securities of another collective investment scheme being managed by the Fund Manager.

14.3 No investment by the Manager in respect of the Fund shall be made which would result in either the value, or the aggregate of the values of any investment in any one company or body or in any one security exceeding 10% of the Fund’s total assets except those issued by the Federal Government of Nigeria and the Central Bank of Nigeria.

15. CHANGE IN INVESTMENTS

15.1 It shall not be necessary for either the Manager or the Trustee to effect any change in investments by reason of any appreciation in the value or the aggregate value of any investments in any one company or body or of any security or any depreciation in the value or the aggregate of the value of any investments causing the limits referred to in Clause 14 to be exceeded.

15.2 If and so long as the said limits shall be exceeded, the Manager shall within 3 (three) months of exceeding the limit, sell so much of the investment or investments in respect of which any of the said limits is exceeded thereby bringing it into conformity with clause 14.

16. APPOINTMENT OF REGISTRAR

16.1 The Manager shall maintain the register for the Fund and, with the consent of the Trustee, may appoint any other registrar registered with the SEC to act as the Registrar for the purposes contemplated in this Clause 17 and the Fourth Schedule hereto.

16.2 Where the Manager, in consultation with the Trustee, for valid reasons, is of the opinion that a change of Registrar

is desirable in the interest of the Unitholders it shall notify the Registrar accordingly and the Registrar shall, within 30 (thirty) Business Days transfer all records, Certificates documents and registers kept or maintained by it with regard to the Fund to the Manager and the Manager will thereafter take such steps as may be necessary to appoint a new Registrar for the Fund PROVIDED however that any appointment of a new Registrar will be subject to the prior approval of the Commission and notice of such change or appointment shall be advised to Unitholders in the manner provided in Clause 42 herein within 5 (five) business days of the date such change or appointment takes effect.

17. REGISTRATION OF UNITHOLDERS

17.1 The Manager, shall, pursuant to Clause 16 above, keep and maintain the Register of Unitholders and carry out such duties as may be required of a registrar for the Fund.

17.2 The Register shall contain the names of Unitholders, the respective number of Units held, the nominal value of the Units, the date of purchase, the certificate number (if applicable) and any other information that may be deemed necessary by the Manager.

17.3 The Registrar shall immediately be notified in writing of any change of name or address on the part of any Unitholder and upon the Registrar’s satisfaction thereof and in compliance with all such formalities as it may require shall cause the Register to be altered or the change to be registered accordingly.

17.4 All Unitholders shall be entitled during business hours to freely inspect the Register at no cost. However a nominal fee may be payable where copies of any documents from the Register are required by the Unitholder.

17.5 The Register shall be conclusive evidence of the persons entitled to the Units. Any person claiming to be interested in any Units or the dividends on them may protect his interest by serving on the Manager a notice and an affidavit of interest whereupon the Registrar shall cause to be entered on the Register the existence of such notice and shall not register, transfer or make a payment or return(s) in respect of the relevant Units contrary to the terms of the notice until the expiration of thirty (30) days’ notice to the claimant of the proposed transfer or payment.

17.6 A body corporate may be registered as a Unitholder or one of joint Unitholders.

17.7 In the event of the death of a Unitholder only the legally appointed executors or administrators of the estate of the deceased Unitholder (not being one of joint Unitholders) or the surviving Unitholder(s) of joint Unitholders shall be recognized by the Registrar as having any title to or interest in the Units of the deceased Unitholder.



17.8 Any person becoming legally entitled to any Units in consequence of the death or bankruptcy or dissolution or winding up of any Unitholder or upon the order of a court or upon a declaration that a Unitholder is a lunatic shall upon producing such evidence to the satisfaction of the Registrar substantiating his claim and on delivering

up the Certificate(s), if applicable, of the deceased, bankrupt or lunatic Unitholder or resolution of dissolution or winding up to the Registrar for cancellation, be entitled to elect either to be registered himself or to have some other persons nominated by him registered as entitled to such Unit(s) and to have a new Certificate(s) issued accordingly. If the person becoming so entitled shall elect to be registered himself, he shall deliver or send to the Registrar a duly signed written notice in a form to be prescribed by the Registrar stating that he elects to be so registered, or if he shall elect to have some other person nominated by him shall testify such election as if the death, bankruptcy or lunacy or the dissolution or winding up of the Unitholder had not occurred and the notice or transfer were a transfer executed by such Unitholder. Until such production is made, the Unitholder of record shall be deemed to be the holder of such Units for all purposes hereof and the Trustee and the Manager shall not be affected by any notice of such bankruptcy, insolvency or other event, and in particular shall not be affected by reason that the Bid Price of the Units for the purposes of redemption is calculated on the day when actual redemption occurs and not on the day when notice of bankruptcy, insolvency or other event is received by the Trustee and the Manager.

17.9 Any person becoming entitled to Units in consequence of the death or bankruptcy or dissolution or winding up of a Unitholder shall, once he has provided sufficient evidence of such entitlement to the Registrar, even if actual registration has not yet taken place, be entitled to receive and may give a discharge for monies payable in respect of the Units. However such person shall not be entitled to all the other rights of a Unitholder until his name is entered in the register of Unitholders.

17.10 The number of Units held by a Unitholder shall be registered and recorded by the Registrar as a book entry.

17.11 The Manager may, upon giving notice to the Unitholders by advertisement in a widely circulated daily newspaper, close the Register, such periods of closure shall not, in aggregate, exceed 30 (thirty) days in each year.

18. VOTING RIGHTS ON FUND ASSETS

18.1 All rights of voting conferred by any investments forming part of the Deposited Property shall be exercised by the Trustee who may delegate it to the Manager in writing. The Trustee may refrain at its own discretion from the exercise of any voting rights and no Unitholder shall have any right to interfere or complain. Upon written request and at the expense of the Manager, the Trustee shall from time to time execute and deliver or cause to be executed or delivered to the Manager or its nominees such powers of attorney or proxies in such name and names as the Manager may request authorising such attorneys and proxies to vote, consent or otherwise act in respect of all or any part of the Deposited Property.

18.2 Upon delegation by the Trustee, the Manager shall be entitled to exercise the said rights in what it considers to be the best interest of the Unitholders. Subject to section 168 of Investments and Securities Act, neither the Manager nor the Trustee shall be under any liability or responsibility thereof in respect of the management of the investment in question nor in respect of any vote, action or consent given or taken or not given or taken by the Manager whether in person or by proxy and neither the Trustee, the Manager, the Unitholder or any such proxy or attorney shall incur any liability or responsibility by reason of any error of law or mistake of fact or any matter or thing done or omitted or approval voted or given or withheld by the Trustee or Manager or by the Unitholder and the Trustee shall be under no obligation to anyone with respect to any action taken or caused to be taken or omitted by the Manager or by any such proxy or attorney.

18.3 The phrase “right of voting” or the word “vote” used in this Clause shall be deemed to include not only a vote at a meeting but any consent to or approval of any arrangement, scheme or resolution or any alteration in or abandonment of any rights attaching to any part of the Fund’s assets and the right to requisition or join in a requisition to convene any meeting or to give notice of any resolution or to circulate any statement.

18.4 The Trustee shall, when necessary forward to the Manager, all notices of meetings, reports, circulars and other documents of a like nature received by it or its nominee with regard to any investment of the Fund.

19. ISSUANCE OF CERTIFICATES

19.1 Upon the issue of Units, the Manager shall notify the Unitholder of the number of Units and fractions thereof, if any, purchased by such Unitholder in an electronic certificate which shall indicate the total holding of that Unitholder in respect of the Fund.

19.2 A Unitholder shall be issued with an electronic certificate, via e-mail, evidencing its ownership of the Units of the Fund unless the Unitholder elects to receive a physical certificate.

19.3 All Unitholders will be sent quarterly statements indicating their Unitholding and any sale or purchase of Units recorded in the period covered by the Statement of Unitholding.



19.4 Joint Unitholders shall be entitled to only one Certificate for Units held jointly by them, where a Statement of Unitholding or Certificate is issued to the joint Unitholders, it shall be issued in the names of the joint Unitholders and delivery of the Certificate or Statement of Unitholding to one of the joint Unitholders shall be sufficient

delivery to all such Unitholders.

19.5 Notwithstanding anything contained in these presents, a Unitholder shall be entitled to waive his right to the issuance of a physical certificate.

19.6 For all Certificates that are issued, such Certificates may be duly issued in any denomination provided that a person shall not be registered in respect of less than 1,000 Units or any other number of Units as may otherwise be prescribed by the Manager except where such Units are issued pursuant to a reinvestment of the distributions for the Funds.

20. FORM OF CERTIFICATES

20.1 All issued Certificates physical or electronic, shall specify the serial number thereof and the number of Units

represented thereby and shall be in such form as prescribed in the Second Schedule hereof or such other form as the Trustee and Manager may agree.

20.2 All issued Certificates shall be under the seal of the Manager and the Trustee.

21. RIGHT OF ASSIGNMENT

21.1 Every Unitholder is entitled to assign, by way of security, all or any part of his or her investments to third parties PROVIDED THAT the Manager is duly informed of such assignment so that necessary documentation can be effected to reflect the change in the Unitholder’s holding in the Fund. Such documentation shall be as prescribed by the Manager.

22. WORN-OUT DEFACED LOST OR DESTROYED CERTIFICATES

22.1 If any Certificate becomes worn-out, mutilated, defaced or soiled in such a manner as to make identification

questionable the Manager with the approval of the Trustee may cancel such certificate and issue a new Certificate in its place.

22.2 If any Certificate is lost, stolen or destroyed, then upon proof thereof to the satisfaction of the Registrar and on such indemnity (if any) as the Registrar may deem necessary, a new Certificate in lieu thereof may be issued under the seal of both the Manager and the Trustee to the person entitled to such lost, stolen or destroyed Certificate. An entry as to the issue of the new Certificate and indemnity (if any) shall be made in the Register.

23. INCOME DISTRIBUTION/REINVESTMENT

23.1 The income of the Fund less any sums properly chargeable thereon or deductible therefrom shall be distributed quarterly in accordance with Rule J2-480 under the SEC rules and regulations of 2013. Unitholders may elect to receive their distributions either by electronic transfer to their bank accounts or re-invest their distribution by purchasing additional units of the Fund. Where the Unitholder fails to indicate whether their distributions should be reinvested in the Fund or transferred to their bank account, such distribution shall be re-invested, and used to purchase additional units of the Fund.

24. INDEMNITIES, RIGHTS AND DISCRETION OF TRUSTEE AND MANAGER

Without prejudice to any indemnity allowed by law or elsewhere herein given to the Trustee or to the Manager the following provisions shall apply:

24.1 The Trustee, the Manager and the Registrar shall not be responsible for the authenticity of any form of application, endorsement or other documents affecting the title to or transmission of Units or be in any way liable for any forged or unauthorized signature on or a seal affixed to such endorsement, transfer or other document or for acting on or giving effect to any such forged or unauthorized signature or seal affixed PROVIDED that they have exercised due care and diligence in examining the signature and/or document.

24.2 The Trustee, the Manager and the Registrar shall not incur liability in respect of any action or omission by them in good faith in reliance upon any notice, resolution, direction, consent, certificates, affidavit, statement, certificate of stock, plan or scheme of reorganization or other paper or document believed to be genuine and to have been passed, sealed or signed by the proper parties.

24.3 Neither the Trustee nor the Manager shall incur liability to the Unitholders for doing or failing to do any act or thing which by reason of any provision of any present or future law or regulation made pursuant thereto or of any decree, order or judgment of any Court or by action (whether of binding legal effect or not) which may be taken or made by any person or body acting with or purporting to exercise the authority of any government (whether legally or otherwise) where the Trustee or Manager shall be directed or requested to do or perform or to forbear from doing or performing any act or thing.



24.4 The Trustee and Manager shall be entitled to require that the signature of any Unitholder or joint Unitholder to

any document required to be signed by him under or in connection with this Deed shall be verified by a banker or broker or other responsible person or otherwise authenticated to their reasonable satisfaction.

24.5 The Trustee, or a company affiliated with the Trustee shall not by reason of its office be precluded from

purchasing, holding, dealing in or disposing of Units nor from contracting or entering any financial, banking or other transaction with the Manager, a company affiliated with the Manager or any Unitholder or any company or body with an interest in any Unit(s) or from being interested in any such contract or transaction or from holding any shares or any investment in any such company or body. The Trustee shall not except as otherwise herein provided be in any way liable to account either to the Manager or to the Unitholders or any of them for any profits or benefits made or derived by the Trustee thereby or in connection therewith.

24.6 The Trustee shall at its own discretion prosecute or defend any action or suit in respect of the provisions hereof

or in respect of the Deposited Property or any part thereof or take part in or consent to any corporate action, provided that it is furnished with such reasonable indemnity against costs, as it may require to carry out such action.

24.7 Subject to the prior consent of the Trustee in each case the Manager may from time to time for the account of the

Fund enter into underwriting and sub-underwriting contracts in relation to the subscription or purchase of Authorised Investments upon such terms in all respects as it shall think fit (but subject always to the provisions of this Trust Deed and so that no such contract shall relate to an investment which if acquired would constitute a holding in excess of the limits specified in Clause 15 hereof) and all commissions or other fees received by the Manager and all Authorised Investments or cash acquired pursuant to any such contract shall form part of the Deposited Property.

24.8 Save for instances where the Trustee has been negligent, the Trustee shall not be liable to account to any

Unitholder or otherwise for any payment made or suffered by the Trustee in good faith to any duly empowered fiscal authority of Nigeria or elsewhere for taxes or other charges in any way arising out of or relating to any transactions under these presents notwithstanding that any such payments need not have been made or suffered.

24.9 The Trustee shall not be under any liability on account of anything done or suffered by them in good faith in

accordance with or in pursuance of any request, notice, direction or advice of the Manager. Whenever a notice or other communication is to be given by the Manager to the Trustee, the latter accepts as sufficient evidence thereof, a document signed on behalf of the Manager by any person whose signature the Trustee is for the time being authorized in writing by the Manager to accept.

24.10 The Trustee may exercise all the powers and discretion vested in it by these presents and, in the absence of

fraud or negligence shall not in any way be responsible for any loss costs or damages that may result from the exercise or non-exercise thereof.

24.11 The Trustee may act upon the advice of or statement or information obtained from stockbrokers, accountants,

lawyers, bankers or other persons believed by the Trustee in good faith to be experts in the matters on which they have been consulted whether instructed by the Trustee or Manager and the Trustee shall not be liable for anything done or omitted or suffered to be done by it in reliance upon such advice statement or information.

24.12 The Trustee shall be responsible for the acts of its duly appointed lawyer, banker, accountant, broker or any

other agent acting on the instruction of the Trustee within the course and scope of its appointment.

24.13 The Manager shall in no way be liable to make any payment hereunder to any person except out of the monies

of the Fund set aside for that purpose. 24.14 If for any reason it becomes impossible or impracticable to carry out any of the provisions of these presents

neither the Manager nor the Trustee shall be under any liability. Neither shall they incur liability for any error of law in the absence of fraud or negligence in connection with any matter or thing done or suffered to be done or omitted to be done by them in good faith hereunder PROVIDED ALWAYS that nothing in this section may be construed as exempting the Trustee from or indemnifying the Trustee against liability for breach of trust arising from any fraudulent or negligent act or omission on its part or any other breach of duty hereunder.

24.15 The Manager shall not be under any liability except such liability as may be expressly assumed by it under this

Deed or imposed by law nor shall the Manager (save as herein otherwise appears) be liable for any act or omission of the Trustee or for anything except its own breach of duty hereunder.

24.16 Under no circumstances shall the Trustee be bound to make any payment to any person except out of the funds held by it for that purpose under the provisions of this Deed.



24.17 The Trustee shall not be responsible for acting upon any resolution passed at a Meeting of the Unitholders in

respect of which minutes shall have been made and signed even though it may be subsequently found that there was some defect in the constitution of the Meeting or the passing of the resolution or that for any reason the resolution was not binding upon all the Unitholders PROVIDED HOWEVER that nothing in this sub-clause 24.17 shall be construed to relieve the Trustee from an obligation to exercise due care and diligence in carrying out its obligation as trustee or to relive the Trustee from liability for any breach of trust.

24.18 With the exception of the selection of investments and except as otherwise set out herein, the Trustee covenants

that effective control over the affairs of this Fund shall be vested in the Trustee and will be independently exercised by the Trustee on behalf of the Unitholders.

24.19 The Trustee undertakes to notify the Commission of any proposed change in the management of the Fund during

the entire period of existence of the Fund. 24.20 Subject to the provisions of this Deed, the selection of all investments whether partly paid or not and the retention

of cash shall, in all respects, be the sole responsibility of the Manager who shall exercise due diligence and prudence in its selection process having due regard to the Investment Policy of the Fund in such selection.

24.21 The Manager shall be entitled, subject to the consent of the Trustee, to delegate to any person, firm or corporation

upon such terms and conditions as it may think fit, all or any of their powers and discretion in relation to the selection, acquisition, holding and realisation of investments and the application of any monies forming part of the Deposited Property PROVIDED THAT the Manager shall remain liable hereunder for any act or omission of any such person, firm or corporation in relation to the exercise or non-exercise of any powers or discretion so delegated as if the same were an act or omission of the Manager.

25. DUTIES AND FUNCTIONS OF THE TRUSTEE AND MANAGER

25.1 Duties of the Trustee

The Trustees shall: 25.1.1 ensure that the basis on which the sale, issue, repurchase or cancellation, as the case may be, of

the Units effected by or on behalf of the Fund is carried out in accordance with the Investments and Securities Act and this Deed;

25.1.2 ensure that the selling or repurchase price or participatory interests is calculated in accordance with the Investments and Securities Act and this Trust Deed;

25.1.3 carry out the instructions of the Manager unless they are inconsistent with the Investments and Securities Act or this Trust Deed;

25.1.4 verify that, in transactions involving the assets of the Fund any consideration is remitted to it within time limits which are acceptable market practice in the context of a particular transaction;

25.1.5 verify that the income accruals of the Fund are applied in accordance with the Investments and Securities Act and this Trust Deed;

25.1.6 enquire into and prepare a report on the administration of the Fund by the Manager during each annual accounting period, in which it shall be stated whether the Fund has been administered in accordance with the provisions of the Investments and Securities Act and this Trust Deed;

25.1.7 if the Manager does not comply with the limitations and provisions referred to in clause 25.1.6 of this Trust Deed, state the reason for the non-compliance and outline the steps taken by the Manager to rectify the situation;

25.1.8 send the report referred to in clause 25.1.6 of this Trust Deed to the Commission and to the Manager in good time to enable the Manager include a copy of the report in its annual report;

25.1.9 ensure that there is legal separation of assets held in trust and that the legal entitlement of investors to such assets is assured;

25.1.10 ensure appropriate internal control system are maintained and that records clearly identify the nature and value of all assets held in trust, the ownership of each asset and the place where documents of title pertaining to each asset are kept;

25.1.11 whenever it becomes necessary for the Trustee to enforce the terms and conditions of this Trust Deed, the Trustee shall do so within 10 (ten) working days and shall inform the Commission not later than 10 (ten) working days after the breach;



25.1.12 satisfy itself that every income statement, balance sheet or other return prepared by the Manager in terms of section 169 of the Investments and Securities Act fairly represents the assets and liabilities, as well as the income and distribution or income, or every portfolio of the Fund

administered by the Manager; 25.1.13 ascertain that the monthly, quarterly and other periodic returns/reports relating to the Fund are

sent by the Manager to the Commission;

25.1.14 ascertain the investment rationale for investment decision-making of the Manager; 25.1.15 monitor the Register of the Unitholders; and 25.1.16 generally monitor the activities of the Manager on behalf of and in the interest of the Unitholders.

25.2 The Trustee may request that every director or employee of the Manager shall submit to the Trustee any book or document or information relating to the administration of the Fund by the Manager which is in its possession or at its disposal, and which the Trustee may consider necessary to perform its functions and no person shall interfere with the performance by the Trustee of its functions under the Investments and Securities Act.

25.3 Duties of the Manager

The Manager shall have the following duties:

25.3 1 selection and management of the portfolio of investment in accordance with this Trust Deed; 25.3.2 redemption and issue of Units of the Fund; 25.3.3 maintenance of a schedule of Unitholders; 25.3.4 preparation of periodic accounting records of the Fund in accordance with the Investment and

Securities Act and the SEC Rules; 25.3.5 keeping of books of the Fund (excluding books or documents relating to investments of the Fund). 25.3.6 filing of monthly and other periodic returns /reports with the Commission, the Trustees, the

Registrars and the Unitholders; 25.3.7 organising the Meetings of the Fund; 25.4.8 representing the interest of the Fund in both the national and the global market; 25.3.9 complying with the Investments and Securities Act, the Trustee Investments Act and this Trust

Deed; 25.3.10 avoiding conflict of interests between the Manager and the Unitholders; 25.3.11 disclosure of the interests of its directors and management to the Unitholders; 25.3.12 maintenance of adequate financial resources to meet its commitments to manage the risks to which

the Fund is exposed; 25.3.13 organise and control the Fund in a reasonable and responsible manner expected of a fund manager; 25.3.14 keeping proper records in relation to the Fund; 25.3.15 employment of adequately trained staff for the operation of the Fund; and 25.3.16 establishing well defined compliance procedures.

26. MANAGER AND TRUSTEE ACTING FOR OTHER TRUSTS

The Manager and Trustee shall be entitled whether in conjunction or separately to establish and act as Manager or Trustee for other trusts separate and distinct from this Trust.

27. CONDITIONS FOR EFFECTING TRANSACTIONS OR DEALINGS

27.1 Notwithstanding anything herein contained, neither the Trustee nor the Manager and/or any other party shall be

required to effect any transaction or dealing with any Unitholder or with any part of the investments of the



Deposited Property on behalf of or for the benefit of or at the request of any Unitholder unless such Unitholder shall first have paid to the Trustee, the Manager or such other party to its or their satisfaction, as the case may be, such amount sufficient to cover all duties and charges and any necessary stamp duty which may have become

or may be payable in respect of or prior to or upon the occasion of such transaction or dealing PROVIDED ALWAYS that the Trustee, the Manager or such other party shall be entitled to, as it or they may think fit, pay and discharge all or any of such duties charges or stamp duty on behalf of the Unitholder and to retain the amount so paid out of any money or property to which such Unitholder may be or become entitled in respect of his Unit or otherwise however hereunder.

28. VARIATION OF PAR VALUE OF UNITS

Subject to the approval of the Trustee and the prior consent of the Commission, the Manager shall have the right by

notice to the Unitholders to vary the par value of the Units and in consequence thereof to effect reductions or increases in the number of Units Outstanding of the Fund. Such notice shall state the number of Units to be cancelled and the new par value of the Units. Any replacement Certificates shall be issued at no cost to the Unitholders.

29. COVENANTS BY THE MANAGER

The Manager hereby covenants with the Trustee as follows:

29.1 It shall not make a profit for itself from transactions in any assets held under the Fund.

29.2 It shall not borrow money on behalf of the Fund for the purpose of acquiring securities or other property for the Fund.

29.3 It shall not lend money that is subject to the trust of the Fund to any person to enable it purchase Units of the Fund.

29.4 Further to clause 4.10 above, it shall not mortgage, charge or impose any other encumbrance on any securities or other property subject to the trust of the Fund.

29.5 It shall not engage in any transactions with respect to or for the Fund that are not, in its opinion, in the best interests of Unitholders and of the Fund.

29.6 It shall not deviate from or alter the Investment Policy of the Fund without due recourse to the provisions of this Deed, and without the prior approval of the Commission, regarding the same.

29.7 It shall exercise due prudence in all its dealings with the monies of the Fund.

29.8 It shall give written notice to the Commission of any proposal to alter the Trust Deed or replace the Trustee as required by section 187 of the Investments and Securities Act.

30. REMOVAL, RETIREMENT AND APPOINTMENT OF MANAGER 30.1 In the event of the Manager desiring to retire, the Trustee shall use its best endeavours to find a new Manager.

If within 6 (six) months of notice by the Manager seeking to retire, no suitable replacement is identified, the Trustee may terminate the Trust by giving 6 (six) months’ notice to this effect to the Unitholders, the Manager and the Commission.

30.2 The Manager shall be subject to removal by notice in writing given by the Trustee in any of the following circumstances PROVIDED THAT in every case the proposed removal has been approved by the Commission or one month has passed since notice was served on the Commission without the Commission having notified the Trustee that the proposed removal is not approved before service on the Manager:

30.2.1 if the Unitholders representing more than 75% of the Units for the time being outstanding of the Fund deliver to

the Trustee a request in writing that the Manager should retire or; 30.2.2 if the Manager goes into liquidation (except for a voluntary liquidation for the purpose of reconstruction or

amalgamation upon terms previously approved in writing by the Trustee) or if a receiver is appointed over any of its assets; or

30.2.3 if the Trustee certifies and provides evidence to the satisfaction of the Commission to the effect that the

Manager has been fraudulent or has acted with gross misconduct in its management of the Fund and it is in the best interests of the Unitholders that the Manager should be removed; or

30.2.4 if the licence of the Manager is suspended or withdrawn by the Commission.

30.3 In any of the cases, the Manager shall, upon notice by the Trustee, immediately cease to be the manager and

the Trustee shall by writing under its seal subject to approval by the Commission appoint some other qualified corporation to be the manager. Such corporation shall enter such Deed or Deeds as the Trustee may advise are



necessary or desirable to be entered by such corporation in order to secure the due performance of its duties as manager which deed or deeds shall, if so required by the retiring manager, provide that the Fund shall as soon as practicable cease to use the word “Zenith” in its name and that neither the Trustee nor the new manager shall

hold themselves out as being connected with the retiring manager in any way and furthermore shall provide that the manager to be appointed hereunder shall purchase from the retiring manager all Units of which it is Unitholder or deemed to be Unitholder at the realisation price.

31. REMOVAL, RETIREMENT AND APPOINTMENT OF TRUSTEE

31.1 In the event of the Trustee desiring to retire, it shall give not less than 3 months’ notice in writing to the Manager of its desire to retire, and the Manager shall use its best endeavours to appoint a new Trustee within 3 (three) months of notice to both the Commission and the Manager by the Trustee of its intention to retire. The new Trustee shall be an incorporated company registered with the Commission and approved by a majority of the Unitholders. If no new Trustee can be identified within that period, the Manager may terminate the Trust.

31.2 The Trustee shall be subject to removal by notice in writing from the Manager in any of the following circumstances PROVIDED THAT in either case the proposed removal has been approved by the Commission or 1 (one) month has passed since notice was served on the Commission without the Commission having notified the Manager that the proposed removal is not approved before service on the Trustee:

31.2.1 if Unitholders holding not less than 75% of the Units outstanding of the Fund deliver to the Manager

a request in writing that the Trustee should retire;

31.2.2 if the Trustee goes into liquidation (except for a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the Manager) or if a receiver is appointed over any of its assets;

31.2.3 if in the opinion of the Manager, which opinion is confirmed by Unitholders holding a simple majority of the Units Outstanding attending the meeting in person or by proxy, the Trustee shall be incapable of performing or shall have in fact failed to perform its duties satisfactorily or shall have done any other thing which is calculated to bring the Fund into disrepute or be harmful to the best interests of the Unitholders or is a breach of the Trustees fiduciary duties to the Fund. Upon removal of the Trustee, the Manager shall by writing under its seal subject to the approval of the Commission, appoint some other qualified corporation to be the Trustee and such corporation shall enter such Deed or Deeds as the Manager deems it necessary or desirable to be entered by such corporation in order to secure the

due performance of its duties as Trustee; or

31.2.4 if the licence of the Trustee is suspended or withdrawn by the Commission.

31.3 The new Trustee taking the place of the Trustee retiring pursuant to clause 31.1 or 31.2 above shall sign a deed of accession.

32. PREPARATION OF STATEMENTS, CERTIFICATES, ETC. 32.1 It shall be the duty of the Manager or any Registrar appointed subsequently to prepare all Certificates and make

arrangements for the remittance of all payments to the Unitholders. 32.2 The Manager shall prepare all notices, accounts, offers or statements which the provisions of this Trust Deed

require to be prepared, issued served or sent 33. AUDITING OF THE FUND’S ACCOUNTS

33.1 At least once in every financial year, the Manager shall cause to be audited and certified by the Auditors the

accounts relating to the management of the Fund. The audited accounts of the Fund shall be signed by the Manager and the Trustee.

33.2 The results of the audits together with any other accounts relating to the Fund including accounts of the Manager in relation to the Fund, statements of remuneration in connection therewith and performance reports shall be circulated to the Unitholders of the Fund no later than 1 (one) month after the approval of the SEC.

33.3 A copy of the Auditor’s Report in respect of the Fund shall be sent by the Manager to the Commission and shall

also be published in a national newspaper within 1 (one) month after the accounts have been approved by the SEC or as the Commission may from time to time specify.

33.4 The Manager may appoint tax consultants or such other accounting or tax professionals as it may determine from time to time.

34. AUDITORS

34.1 The Auditors shall be appointed by the Manager with the approval of the Trustee. No Auditor shall be a person who is not qualified for appointment as an Auditor of a company under Section 358 of the Companies and Allied Matters Act.



34.2 Within 30 days of the date of appointment of the Auditor, the Manager apply to the SEC for approval of the appointment of the Auditor; and the SEC may at any time withdraw its approval of the appointment of an Auditor;

34.3 Any Auditors appointed may be removed by the Manager with the approval of the Trustee by notice thereof to the Auditors.

34.4 Any Auditors appointed may be removed by the Trustee in agreement with the Manager by notice thereof to the Auditors.

34.5 The remuneration of the Auditors shall be fixed by the Manager.

34.6 The Auditors of the Fund may resign their office by serving a notice in writing to that effect at the registered office of the Trustee and any such notice shall operate to determine their office on the date on which notice is received or on such later date as may be specified therein.

34.7 The Auditors’ notice of resignation shall not be effective unless it contains either:

34.7.1 a statement to the effect that there are no circumstances connected with their resignation which they consider should be brought to the notice of the Unitholders of the Fund; or

34.7.2 a statement setting out the circumstances connected with their resignation which they consider should be brought to the notice of the Unitholders of the Fund.

34.8 Where a notice under this section is served at the Trustee’s registered office the Trustee shall within 14 (fourteen) days send a copy of the notice to the Manager.

35. DURATION AND TERMINATION OF THE TRUST

35.1 The Trust constituted by this Deed shall be for a period of 99 years subject only to the provisions for termination as are herein contained.

35.2 The Trust may be terminated upon no less than 6 (six) months’ notice by the Trustee in writing to the Manager, Unitholders of the Fund and the Commission, if the Trust becomes illegal or if in the opinion of the Trustee it is impracticable or inadvisable to continue the Trust.

35.3 The Trust may at any time be terminated by a resolution of the Unitholders holding not less than 90% of the Units at a joint meeting of the Fund duly convened and held in accordance with the provisions herein contained in respect of the Fund regarding meetings and such termination shall take effect no

less than 6 (six) months from the date on which the said Special Resolution is passed or on such later date (if any) as the said Special Resolution may provide.

35.4 The Trust may be duly terminated by the Commission where any of the activities of the Trust is outside the ambit of permissible activities as provided for by the Investments and Securities Act, any relevant regulations enacted thereunder and/or any other applicable laws or where the Commission’s approval of the Fund is withdrawn.

35.5 The Manager may, by notice to the Commission, Unitholders and the Trustee terminate the Fund if, in the opinion of the Manager, the investment objective of the Fund is no longer achievable or the value of the Fund’s assets is insufficient to justify the continued operation of the Fund or if, due to a change in law or other circumstance deemed appropriate by the Manager, the continued operation of the Fund is no longer justified.

35.6 In the event of termination, the liquidation of the Fund and redemption of the Unitholders’ Units will be satisfied solely out of the assets of the terminated Fund without recourse to the assets of any other constituent Fund or the assets of the Manager.

36. PROCEDURE AFTER TERMINATION OF THE TRUST

Upon the Trust being terminated, the Trustee shall proceed as follows:

36.1 procure the sale of all investments remaining as part of the Deposited Property and pay therefrom all liabilities properly payable. Such sale shall be carried out in such manner and within such period after the termination of the Trust as the Trustee deems fit.

36.2 distribute or effect the distribution to the Unitholders in proportion to their Units all net cash proceeds

derived from the realisation of the Deposited Property and available for the purpose of such distribution. Every such distribution shall be made on condition of lodging such form of request for payment and receipt that the Trustee may in its absolute discretion require PROVIDED THAT the Trustee shall be entitled to retain out of any monies in its hands as part of the Deposited Property a provision for all costs, charges, expenses, claims and demands incurred or made by the Trustee in connection with or arising out of the termination of this Trust and out of the monies so retained to be indemnified against any such costs, charges, expenses, claims and demands.



37. MEETINGS

37.1 Meetings of the Fund shall be held as provided in the Fifth Schedule of the Trust Deed.

38. CIRCULARS AND ADVERTISEMENTS

38.1 No advertisement circular or other document of that nature containing any statement with reference to the price of Units or containing any invitation to buy Units shall be issued by or on behalf of the Manager unless such documents also contains a statement with respect to the yield from the Unit.

38.2 No advertisement circular or other document of that nature containing any statement with respect to the price of Units or the payments of other benefits received or likely to be received by Unitholders or containing any invitation to buy Units shall be issued by or on behalf of the Manager until the Trustee has had a reasonable opportunity to consider the terms of the document. No such document shall be issued if within 10 (ten) days after the document first comes under the Trustee’s consideration, the Trustee notifies its disapproval of the terms thereof in writing to the Manager. All such documents shall also be subject to the approval of the Commission before they are issued.

38.3 In all letters circulars, advertisements or other publications referring to the issue or sale of Units reference shall

be made to the Trustee only in terms previously consented to by the Trustee and the Commission.

39. NOTICES

39.1 All notices or other documents directed to be given or sent by the Trustee or the Manager to a Unitholder shall (unless the Trustee or the Manager be otherwise directed in writing) be sent by post, via the internet or courier to him at his address as appearing in the Register. Any notice shall be deemed to have been received by the Unitholder on the 3rd day following the day on which the notice was sent by post or courier, or on the same day if such notice is sent via the internet.

39.2 A notice required to be given to the Trustee or the Manager shall be sent to the registered office of the Trustee or the Manager as the case may be.

40. PAYMENT

40.1 Any monies payable by the Trustee or by the Manager to a Unitholder or former Unitholder under the provisions of these presents shall be paid by electronic money transfer (e-dividend) to the nominated account of such

Unitholder. Where an authority in writing has beenreceived by the Manager from the Unitholder or former Unitholder in such form and signed or sealed in such manner as the Manager shall direct, authorising the Manager to pay any monies due to him by e-dividend or any other mode of payment to a banker, agent or nominee, the Trustee, Manager or Registrar shall pay the monies payable to the Unitholder as the case may be in the same manner and with the same effect as hereinbefore provided as if such banker, agent or nominee were the Unitholder and such payment shall be a good discharge of the Trustee and Manager.

40.2 Without prejudice to the application of sub-clause 40.1 above, a receipt signed or purported to be signed by a Unitholder or former Unitholder for any monies payable in respect of Units held or formerly held by him shall be a good discharge to the Trustee and Manager.

41. COPIES OF TRUST DEED TO BE MADE AVAILABLE

41.1 A copy of this Deed and of any Deed supplemental hereto shall, at all times, during usual business hours be made available by the Manager and the Trustee at their respective head offices and any Unitholder shall be entitled to receive from the Manager a copy of such Deed(s) as aforesaid on production of his Certificate(s) and making

payment to the Manager of the prescribed amount for each copy of the document.

41.2 The Trustee shall keep the original of the Trust Deed. 42. RECONSTRUCTION AND AMALGAMATION

42.1 The Trust may be reconstructed or amalgamated upon the following conditions being satisfied:

42.1.1 the Manager has agreed with the manager of some other trust the terms and conditions of a scheme of reconstruction and amalgamation;

42.1.2 the Trustee has not dissented from the proposed reconstruction or amalgamation; 42.1.3 the Unitholders have been informed of the particulars of the proposed reconstruction or amalgamation

in a manner approved by the Trustee and a Special Resolution has been passed at a Meeting of the Unitholders approving such proposed reconstruction or amalgamation; and



42.1.4 the Manager has duly notified the Commission of the proposed reconstruction and amalgamation and the

Commission has approved the proposed reconstruction and amalgamation.

42.2 If the conditions provided in Clause 42.1 above have been fulfilled the proposed reconstruction or amalgamation shall take effect upon the date on which such conditions are satisfied or such later date as the Trustee may provide whereupon the terms of the Trust shall be binding upon all the Unitholders who shall be bound to give effect thereto accordingly and the Manager and the Trustee shall do all such acts and things as may be necessary or requisite for the implementation thereof.

43. POWER OF MODIFICATION BY SUPPLEMENTAL DEED 43.1 The Trustee and Manager shall be entitled by supplemental deed to consolidate, modify, alter or add to the

provisions of this Trust Deed in such manner and to such extent as they may consider necessary or expedient having regard to any issues that they may consider relevant PROVIDED THAT the Trustee shall certify in writing that in its opinion such consolidation, modification, alteration or addition does not operate to release the Trustee or Manager from any responsibility to the Unitholders. No such consolidation, modification, alteration or addition shall be made without the sanction of a Special Resolution passed at a Meeting of Unitholders duly convened and held. No such consolidation, modification, alteration or addition shall impose any further payment on the Unitholder in respect of his Units or any liability in respect thereof. PROVIDED ALWAYS that notwithstanding this Clause the Manager and the Trustee shall seek the approval of the Commission for any proposed modification to the Trust Deed by service of notice on the Commission. Such proposed change shall not be given effect until the proposed change has been approved by the Commission or until a period of one month has elapsed since the date the notice was given to the Commission without the Commission having notified the Trustee or Manager that it does not approve.

44. COMPLIANCE

44. 1 The Trustee shall at all times in the course of administering this Trust comply and also monitor compliance by the Manager with the provisions of this Trust Deed, the Investment and Securities Act and the rules and regulations made thereunder. The Trustee shall ascertain that periodic statutory reports and audited annual accounts relating to the Fund are filed on a timely basis by the Fund Manager with the Commission.

45. GOVERNING LAW

45.1 This Deed shall be governed by and construed in all respects in accordance with the laws of the Federal Republic of Nigeria.

46. ARBITRATION 46.1 Except as hereinbefore expressly provided, any claims, differences or disputes under, arising out of, or with

regard to this Trust Deed which cannot be amicably resolved by the Parties within 20 (twenty) Business Days after notice of such dispute, claim or difference shall be referred to and determined by a sole arbitrator. Such arbitration shall be held in Lagos, Nigeria, under the Arbitration Rules of the United Nations Commission on International Trade Law otherwise described as the UNCITRAL Arbitration Rules pursuant to Section 53 of the Arbitration and Conciliation Act, Cap A18, LFN, 2004.

46.2 The sole arbitrator shall be appointed by agreement between the parties PROVIDED THAT if the parties are unable to agree on a sole arbitrator within two (2) weeks of the notification of a declaration of dispute by the party initiating the arbitral proceedings, the sole arbitrator shall be appointed by the Director General of the Commission within 2 weeks of a request failing which such arbitrator may be appointed by the Chairman of the Chartered Institute of Arbitrators CIArb United Kingdom, Nigerian Branch.

46.3 In the event that the matter cannot be resolved by arbitration, the matter shall be referred to the Commission. 47. MISCELLANEOUS 47.1 This Trust Deed may be executed in any number of counterparts all of which taken together shall constitute one

and the same instrument and any of the parties hereto may execute these presents by signing any counterpart.

47.2 Without prejudice to any other provision hereof, if any provision of this Deed is prohibited or unenforceable or rendered unenforceable, unlawful, invalid or illegal, such invalidity, illegality, unenforceability, prohibition or unlawfulness shall not to the extent permitted by law render invalid, unenforceable, unlawful, illegal or prohibited the other provisions of this Deed.

47.3 If the performance of this Deed or any obligation under it is prevented, restricted or interfered with by reason of circumstance beyond the reasonable control of the party obliged to perform it, the party so affected shall be excused from performance to the extent of the prevention, restriction or interference, but the party so affected



shall use his best endeavours to avoid or remove the causes of non-performance and shall continue performance under this Agreement with utmost dispatch whenever such causes are removed or diminished.

11.2 INDEBTEDNESS As at the date of this Prospectus, the Fund Manager has no outstanding debentures, mortgages, loans, charges or similar indebtedness, except in the ordinary course of business. 11.3 CLAIMS & LITIGATION As at the date of this Prospectus, the Fund Manager has no pending claim or litigation that is likely to have material adverse effect on the Fund. 11.4 COSTS AND EXPENSES

The costs, charges and expenses of and incidental to the Offer including fees payable to the SEC, The Exchange and professional parties, brokerage commission, printing and distribution expenses are estimated at about N20,255,000.00 or 2.03% of the gross Offer proceeds and are payable by the Fund and deductible from the monies raised by the Fund. 11.5 MATERIAL CONTRACT(S)

The following agreement has been entered into and is considered material to this Offer: 1. A Trust Deed dated September 6, 2017, between Zenith Assets Management Limited and Vetiva Trustees

Limited under which the Fund was constituted and Vetiva Trustees has agreed to act for the benefit of the Unitholders. Extracts of the Trust Deed are set out on pages 37 to 53.

2. A Vending Agreement dated September 6, 2017 by which Meristem Securities Limited and Zenith Capital Limited have agreed to offer 1,000,000,000 Units of N1.00 each in the Fund to the general public; and,

3. A Custody Agreement dated September 6, 2017 between Vetiva Trustees Limited, Zenith Assets Management Limited and Stanbic IBTC Bank Plc.

Other than as stated above, the Fund Manager has not entered into any material contract except in the ordinary course of business.

urs 11.6 RELATIONSHIP BETWEEN THE FUND MANAGER AND THE TRUSTEE

The Fund Manager and the Trustee do not have any common shareholder and neither is any a subsidiary or holding company of another. They do not have common Directors.

11.7 RELATIONSHIP BETWEEN THE FUND MANAGER AND THE CUSTODIAN

The Fund Manager and the Custodian do not have any common shareholder and neither is any a subsidiary or holding company of another. They do not have common Directors.

11.8 RELATIONSHIP BETWEEN THE FUND MANAGER AND THE ISSUING HOUSES

The Fund Manager and the Lead Issuing House do not have any common shareholder and neither is any a subsidiary or holding company of another. They do not have common Directors. However, the Fund Manager and the Joint Issuing House do have common Shareholders and Directors.

11.9 CONSENTS

The following have given and have not withdrawn their consents to the Prospectus and to have their names mentioned in the form and context in which they appear therein:



11.10 DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents may be inspected at the offices of the Lead Issuing House Meristem Securities Limited, 124, Norman Williams Street, Ikoyi, during normal business hours on any weekday (except public holidays), throughout the duration of the Offer period: (a) Certificates of Incorporation of the Fund Manager and the Trustee; (b) A copy each of the Memorandum and Articles of Association of the Fund Manager and the Trustee;

(c) The Prospectus and the Abridged Prospectus issued in respect of the Offer;

(d) Board Resolution of the Fund Manager authorizing the creation of the Fund and the issuance of 1 billion Units of

Fund; (e) The Audited Accounts of the Fund Manager for each of the years ended, 31st December 2013, 2014, 2015 and

2016;

(f) The Memorandum of ProEdge Partners (Chartered Accountants) on the Profit Forecast of the Fund for the six months ending 31 December 2017 and the years ending 31 December 2018, 2019, 2020 and2021;

(g) The schedule of Claims and Litigation involving the Fund Manager and the Solicitors opinion;

(h) The Material Contracts referred to above;

(i) The written Consents referred to above; and,

(j) A letter of authorization of the Fund and registration of the Units by the SEC.

DIRECTORS OF FUND MANAGER:

Jim Ovia, CON (Chairman)

Elaine Delaney Joseph Onwubuya Victor Abulele Jubril Enakele

COMPANY SECRETARY Emeka Anyaeji

LEAD ISSUING HOUSE Meristem Securities Limited

JOINT ISSUING HOUSE Zenith Capital Limited

TRUSTEE TO THE FUND Vetiva Trustees Limited

CUSTODIAN TO THE FUND Stanbic IBTC Bank Plc

AUDITORS:

KPMG Professional Services

SOLICITORS TO THE FUND: Udo Udoma & Belo Osagie

Odujinrin & Adefulu LP

RATING AGENCY Agusto & Co

REPORTING ACCOUNTANTS:

Pro Edge Partners(Chartered Accountants)

RECEIVING BANK: Zenith Bank Plc

INDEPENDENT INVESTMENT COMMITTEE MEMBER:

Gbadunola Sokunbi (Independent Member)


12. PROCEDURE FOR APPLICATION AND ALLOTMENT

12.1 Application

1.1 The general investing public is hereby invited to apply for units of the Fund through any of the Receiving Agents listed on page 57.

1.2 Applications for the Units must be made in accordance with the instructions set out at the back of the

application form. Care must be taken to follow these instructions, as applications, which do not comply, will be rejected.

1.3 The Application List for the Units now being offered will be open to each prospective investor on Monday,

September 25, 2017 and close at 5.00pm on Friday, October 13, 2017. Applications must be for a minimum of 10,000 Units and in amounts not less than 500 Units thereafter. The number of Units for which an application is made and the value of the cheque or bank draft attached should be entered in the boxes provided.

1.4 A single applicant should sign the declaration and write his/her full names, address and daytime telephone

number(s) in the appropriate sections. A corporate applicant should affix its seal and state its Incorporation (RC) Number or in the case of a corporate foreign subscriber its appropriate identification number in the jurisdiction in which it was constituted. Where the application is made on behalf of a child, the full names of the applicant and the child, and the date of birth of the child should be provided.

1.5 Each applicant should forward together with the cheque or bank draft for the full amount of the purchase

price to any of the Receiving Agents listed on Page 57 for applications below N10 million. The cheque or draft must be drawn on a bank in the same town or city in which the Receiving Bank is located and crossed “ZENITH MONEY MARKET FUND” with the name, address and daytime telephone number of the applicant written on the back. All bank commissions and transfer charges must be prepaid by the applicants. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected and returned through the post at the applicant’s risk.

1.6 Applications above N10 million should be transferred via RTGS into the Issue Proceeds Account as detailed

below:

Bank Name: Zenith Bank Plc. Account Name: Zenith Money Market Fund- Offer Proceeds Account Account Number: 1130076109 Applicant:

12.2 Allotment The Issuing Houses and the Directors of Zenith Assets Management Limited reserve the right to accept or reject any application in whole or in part for not meeting the conditions of the Offer. In the event of an over subscription, additional units of the Fund will be allotted subject to the SEC’s approval. 12.3 Application Monies All application monies will be retained in separate interest yielding bank accounts by the Receiving Bankers pending allotment. If any application is not accepted, or is accepted for fewer Units than the Units applied for, a bank transfer or

cheque for the full amount or the balance of the amount paid (as the case may be) will be returned by post within one week of allotment.


13. RECEIVING AGENTS

Completed Application Forms for which cash or bank drafts / cheques for the full amount payable may be submitted to any of the following Receiving Agents duly registered as market operators by SEC, to whom brokerage will be paid at the rate of 25 kobo per N100 worth of units allotted in respect of applications bearing their stamps.

BANKS

Access Bank Plc First City Monument Bank Plc Stanbic IBTC Bank Plc Wema Bank Plc

Diamond Bank Plc Guaranty Trust Bank Plc Standard Chartered Bank Limited Zenith Bank Plc

EcoBank Nigeria Plc Heritage Bank Limited Sterling Bank Plc

Enterprise Bank Limited Keystone Bank Limited Union Bank of Nigeria Plc

Fidelity Bank Plc Mainstreet Bank Limited United Bank for Africa Plc

First Bank of Nigeria Plc Skye Bank Plc Unity Bank Plc

STOCKBROKERS AND OTHERS

Adonai Stockbrokers Ltd

Express Discount Asset Mgt. Ltd Kundila Finance Services Ltd Rostrum Inv. Sec. Ltd

African Alliance Stockbrokers Ltd Falcon Securities Ltd Lambeth Trust & Investment Co

Ltd

Royal Crest Finance Ltd

Alangrange Securities Ltd FBN Securities Limited LB Securities Ltd Securities Africa Financial Ltd

Allbond Investment Ltd FCSLAsset Mgt. Company Ltd Lead Securities & Inv. Ltd Security Swaps Ltd

Apel Asset Ltd Finmal Finance Services Ltd Lighthouse Asset Management SFC Securities Limited

Atlas Portfolio Ltd First Inland Sec & Asset Mgt. Ltd Long Term Global Capital Ltd Sigma Securities Ltd

BFCL Assets & Securities Ltd FIS Securities Ltd Marina Securities Ltd Signet Inv. & Sec Ltd

Capital Assets Securities Ltd Foresight Sec &Inv. Ltd

MBC Securities Ltd Skyview Capital Limited

Capital Bancorp Ltd Forthright Sec. &Inv. Ltd Mega Equities Ltd SMADAC Securities Ltd

Capital Express Securities Ltd FortressCapital Ltd Mercov Securities Ltd Solid Rock Sec. & Inv. Ltd

Capital Trust Brokers Ltd FSDH Securities Limited Investments

Ltd

Meristem Stockbrokers Ltd Springboard Trust & Inv Ltd

Centre Point Investment Ltd Future View Financial Services Midas Stockbrokers Ltd Stanwal Securities Ltd

CardinalStone Securities Limited Global Assets Mgt. Nig. Ltd Mission Securities Ltd Strategy & Arbitrage Ltd

Century Securities Limited Global view Consult & Inv. Ltd Molten Trust Limited Summa Guaranty & Trust Co Ltd

ChapelHill Denham Securities Ltd GMT Securities Network Capital Ltd TFS Securities & Inv. Co Ltd

Clearview Investment Company Ltd. Golden Securities Ltd Ltd Networth Sec. & Finance Ltd The Bridge Securities Ltd

Citi Investment Capital Limited Golden Securities Ltd Newdevco Finance Securities Ltd Tiddo Securities Ltd

City-Code Trust & Investment Co Ltd Greenwich Trust Ltd Nigerian International Securities Topmost Finance & Inv Ltd

Compass Investment & Securities

Limited

GTI Capital Ltd PAC Securities Limited Tower Assets Management Ltd

Cordros Capital Ltd Harmony Securities Limited Partnership Investment Co Ltd Tower Sec. Inv. Co. Ltd

Core Trust & Investment Ltd Heritage Capital Limited Peace Capital Limited Transworld Inv. & Sec. Ltd

Covenant Securities & Asset

Management Ltd

Horizon Stockbrokers Ltd Phronesis Securities Ltd Trusthouse Investment Ltd

Cowry Securities Limited IBTC Asset Management Ltd Pilot Securities Limited TRW Stockbrokers Ltd

Cradle Trust Finance & Securities Ltd ICMG Securities Ltd Pinefields Investment Serv. Ltd UBA Securities Ltd

Crownwealth Assets Management Ltd. ICON Stockbrokers Ltd Pivot Trust & Inv. Co. Ltd. UNEX Securities Investment Ltd

CSL Stockbrokers Ltd Imperial Asset Managers Ltd Primera Africa Securities Ltd Valmon Securities Ltd

Diamond Securities Ltd Integrated Trust & Investments Ltd Prominent Securities Ltd Valueline Sec. & Inv. Ltd

Diamond Trust Ltd Interstate Securities Ltd Securities

Ltd

PSI Securities Ltd Vetiva Securities Ltd

Dunn Loren Merifield Securities Ltd Investment Centre Ltd Pyramid Securities Ltd Woodland Capital Mkt. Plc

Dynamic Portfolio Ltd Investment One Stockbrokers Ltd Reading Investments Ltd WSTC Financial Services

EDC Securities Ltd Kapital Care Trust & Sec. Ltd Rencap Securities Nig. Ltd Yobe Inv. & Sec. Ltd

Edgefield Capital Management Ltd Kedari Securities Limited Resort Securities & Trust Ltd Yuderb Inv. Sec. Ltd

Equity Capital Solutions Ltd Kinley Securities Ltd Reward Investments &Serv Ltd Zenith Securities Ltd


GUIDE TO APPLICATION Number of Shares applied for Amount Payable

10,000 Minimum N10,000.00 Subsequent multiples of 500 N500.00

Surname / Company Name

Signature or Thumbprint Signature or Thumbprint

PLEASE COMPLETE IN BLOCK LETTERS AND IN BLACK INK

o I am/We are 18 years of age or over. o I/We attach the amount payable in full on application for the Units indicated in Zenith Money

Market Fund at N=1.00 per Unit. o I/We agree to accept the same or any smaller number of Units in respect of which allotment may

be made upon the terms of the Prospectus dated September 6, 2017, and subject to the provisions

of the Prospectus and Articles of Association.

o I/We understand that we will receive our allotted Units in E-certificated form. Accordingly, we hereby authorize you to allot the said Units in E-certificate form. Send a Share Certificate and/or a cheque for

o Any amount overpaid or rejected, will be returned by issuing a cheque and sending via registered post to the address given below.

o I/We hereby declare that I/We have read a copy of the Prospectus dated September 6, 2017 issued by the Issuing Houses on behalf of the Fund Manager.

Other Names (for Individual Applicants only

Full Postal Address

City State

Daytime Telephone Number Mobile (GSM) Telephone Number

E-mail Address

14. APPLICATION FORM

ZENITH MONEY MARKET FUND

OFFER FOR SUBSCRIPTION Of

1,000,000,000 Units at N1.00 per Unit Payable in full on Application

Investment Type (tick as appropriate): Individual/Joint Corporate Minor (Investor below 18 years)

Number of Units Applied for: Value of Units applied for/Amount Paid:

N

1. INDIVIDUAL / CORPORATE APPLICANT

Title: □ MR. □ MRS. □ MISS □ DR.

Next of Kin

2. JOINT APPLICANT Title: □ MR. □ MRS. □ MISS □ DR. OTHERS

Surname

Other Names

3. INVESTMENT FOR PERSONS UNDER 18 YEARS Gender: □ M □ F □ Date of Birth (DD/MM/YY)

Surname

Other Names

INCOME DISTRIBUTION Please tick in the box to indicate preferred distribution option- Transfer Reinvestment

Name of Bank Source of Fund

Account Number (please provide NUBAN account Number) Bank Verification Number

Company Seal/Incorporation no

Lead Issuing House

Date Control No. (Fund Manager’s USE ONLY)

Important Notice: Application must be made in accordance with the instructions set out on the back of this Application Form. If you are in doubt as to the action to take, please consult your financial adviser, stockbroker, solicitor, accountant, tax consultant, bank manager or any other professional adviser for guidance. Care must be taken to follow these instructions as applications that do not comply with the instructions will be rejected

Application List Opens: Monday, September 25, 2017

Application List Closes: Friday, October 13, 2017

FORM OF ATTESTATION(compulsory requirement for a witness of a thumbprint impression only)

I, …….……………………………………………..(insert full name of person attesting) of ………………………………………………. (address)hereby testify that the above thumbprint was affixed in

my presence this …… day of ……………. 2017, having acknowledged to me after due explanation of the Application form in the language understandable to him that (i) he has voluntarily executed this instrument and (ii) he understands the contents and effect thereof.

As witness my hand this ………day of ………………………. 2017 Witness Signature: Stamp of Receiving Agent

Joint Issuing House


15. INSTRUCTIONS FOR COMPLETING THE APPLICATION

1. Application should be made only on this Application form, Photocopy, downloaded or scanned copies of the

Application form. 2. Applications must not be less than the minimum number of units stated on the Application Form. Application for

more than the minimum number of units must be in the multiples stated on the Application Form. The number of units for which an application is made and the amount of the cheque or bank draft attached should be entered in the boxes provided. The investment type should be indicated by ticking the appropriate box on the Application form.

3. The Application form when completed should be lodged with any of the receiving agents listed on page 57.

Applications must be accompanied by a cheque or bank draft made out for the full amount payable on application. The cheque or draft must be crossed "ZENITH MONEY MARKET FUND" with the name, address and daytime telephone number of the applicant written on the back. In the case of electronic payments application form must be accompanied by online transfer receipt evidencing payment to the Fund. All bank commissions and transfer charges must be prepaid by the applicant. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected.

4. The applicant should make only one application, whether in his/her own name or in the name of a nominee. Multiple

or suspected multiple applications will be rejected. 5. Joint applicants must all sign the Application form. 6. An application from a group of individuals should be made in the names of those individuals. An application by a

firm which is not registered should be made either in the name of the proprietor or in the names of the individual partners.

7. An application for an investor below 18 years of age should be made by completing Item 1 of the form

(Parent/Guardian) and Item 3 (Name of investor). 8. An application from a corporate body must bear the corporate body’s seal and be completed under the hand of a

duly authorised officer. 9. An application by an illiterate should bear his right thumb print on the Application Form and be witnessed by an

official of Receiving Agent at which the application is lodged who must first have explained the meaning and effect of the application form to the illiterate in his own language. Above the thumbprint of the illiterate, the witness must record in writing that he has given this explanation to the illiterate in a language understandable to him and that the illiterate appeared to have understood same before affixing his thumb impression.

10. The applicant should not print his signature. If he is unable to sign in the normal manner he should be treated for

the purpose of this Offer as an illiterate and his right thumbprint should be clearly impressed on the Application Form.

11. Payment for applications above N10 million should be transferred via RTGS into the Issue Proceeds Account

specified on page 56of this Prospectus.