THE OFFER

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					 THE OFFER




        Teamaction International Limited (TIL)


       Offers Exclusive Pooled Investment Opportunity

                              A 24 Months
                    Close-ended resource management


    (Membership is strictly by Monitored Subscription)



This scheme is private, though public driven. Membership into TIL, is strictly monitored on all levels.
Investment into TIL, is in harmony with CAC requirements and other financial services related
agencies that TIL, of necessity, associates/affiliates or partners, for the administration of the TIL
scheme.

This Scheme is not yet registered for the purpose of inviting the general public to make investment
in the Scheme. Investment in the Scheme is not regulated by any regulatory body in Nigeria. When in
doubt of the suitability of this Scheme membership, you are advised to seek professional guidance
from competent and impartial financial advisors.




                                                                  This Document is dated March, 2009




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       CONTENT PAGE                                                  Pages


  1. OBJECTIVE              ………………………………………………………………………              3

  2. MEMBERSHIP POLICY…………………………………………………………...                      3

  3. DIFFERENT INVESTMENT CATEGORIES…………………………….                     4

  4. MANAGEMENT POLICY …………………………………………..…………….                      7

  5. EXTERNAL FINANCIAL SERVICES RELATED AGENCIES ……… 13




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OBJECTIVE

The TIL Investment objective is capital gain to subscribers.
With the pooled funds, we are to develop residential estates and business
plazas/shopping malls, comprising beautiful, cost effective houses, shops and offices
in humane environments; and sell them at moderate rates and count on the economy
of scale to make our great profits. We shall sell some and retain some of the
properties, as we grow from strength to strength.



MEMBERSHIP POLICY

TARGET INVESTORS

The TIL Scheme is open to individuals (excluding minors), irrespective of
nationality. The Scheme welcomes participation from both foreign and non-resident
investors and the Manager will assist non-resident investors to facilitate the
transactions (payment of subscriptions, remittance of dividend and proceeds arising
from divestment in the Scheme) originating from their investment in The TIL
Scheme at the relevant currency prevailing rates.

ENTRANCE FEE

An entrance fee as stated per subscriber is payable to MASTERMARKS LIMITED,
being her remuneration for the packaging and marketing of the scheme. This is
payable at the point of joining this scheme.

MONTHLY SUBSCRIPTION TIMELINE

All monthly subscription must be in TIL’s account on or before the last working day
of every month.

Post dated cheques or direct debit instruction for the monthly subscription are to be
issued in favour of Teamaction International Limited and delivered to MASTERMARKS
LIMITED to complete application for subscription.

In case of returned cheque, bank charges will be passed on to the concerned
investor.




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CORPORATE MEMBERSHIP

All Subscribers are to join as individuals. Therefore corporate bodies are not
allowed for now.

MASTERMARKS LIMITED has automatic membership right in all the clubs and is
the only corporate member of the scheme

FOREIGN SUBSCRIBERS

Foreign currency subscribers should contact the Scheme Administrator for the
applicable foreign exchange rate on the day the foreign exchange remittance is
being effected. An acknowledgement receipt shall be issued by Teamaction
International Limited within 24 hours of receipt of fund. A twenty-four months
subscription is also allowed.

EVIDENCE OF PAYMENT

TIL’S receipt must be obtained for all subscription payments as evidence of holdings
in the company. Also shares certificate shall be issued to all shareholders after the
completion of payments.

DEFAULTS

Any defaulter shall have 3 months grace period within which outstanding instalment
payment must be redeemed, if not the scheme exercises the right to buy the
defaulter’s holding right. The decision to sell the acquired shares to a new member
shall be at the discretion of the investment committee.

DIVESTMENT

Divestment should be with three months notice to the Scheme Administrators.

SHARE CERTIFICATE

Share certificates shall be issued to all subscribers after the completion of total
payments.




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   DIFFERENT INVESTMENT CATEGORIES

Scheme size                            50 members per Club

Equities                               As scheduled;
                                       N600,000           -    ALPHA
                                       N1,200,000        -     STAR
                                       N3,000,000       -      GRAND
                                       N6,000,000       -      REGENT
                                       N8,000,000       -     GOLDEN
                                       N10,000,000      -     DIAMOND
                                       N12,000,000      -     MEGA

Payment Period                         Flexible over 24 months.

Initial Investment                     As scheduled not less than 1/24 of chosen
                                       category.

23 Consecutive monthly                 As scheduled above, minimum of 1/24 target
Investment

Subscription payment Period            2years Maximum

Subscription Currency                  Nigerian Naira

Base Currency                          Nigerian Naira

Liquidation\Divestment before the Anytime with 3 months notice. Note that it is
end of the five years.            only the principal contributed to date that will
                                  be refunded.

Subscription Payment Defaults          A defaulter has a grace period of 3 months to
                                       pay up otherwise the scheme will have to buy
                                       investor’s shares over and/or sell to a new
                                       member.

Income distribution frequency          Once yearly, starting with the first AGM that
                                       must be at least 12months after the takeoff
                                       date.



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Lump Sum Investment (i.e.,             This is highly welcome and investor’s gain will
payment of 2 year’s subscription       come in terms of capital gains and
at once                                dividend/profit sharing as this will be done on
                                       pro rata basis

Expected Returns (Yield)               The Scheme Administrator forecasts a ROI of
                                       100% p.a.

Target                                 Individuals irrespective of nationality (For non-
                                       resident investors, all transactions shall be at
                                       the prevailing rate of the currency involve).

Structure                              The scheme is constituted as a duly registered
                                       limited liability company.

Entrance Fee                           N10,000 for Alpha & Star
                                       N20,000 for, Grand, Regent, Golden, Diamond &
                                       Mega per member, payable to MASTERMARKS
                                       LIMITED.

Multiple Membership                    No single individual can have more than one
                                       membership slot.




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  Teamaction International Limited (TIL)




                        Management Policy




                                   This Document is dated March, 2009




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TEAMACTION INTERNATIONAL LIMITED

The subscription to the scheme is to be managed by MASTERMARKS LIMITED. It
is a close-ended exclusively private real estate investment club in Nigeria. The TIL is
an excellent risk-spreading device for those who wish to use a collective approach to
invest in the Real Estate Industry in Nigeria and globally. The primary objective of
the TIL is to achieve capital gains through investment in a select portfolio of Real
Estates using the Buy-Add value-Sell model.


KEY FEATURES OF TIL

   1. A 24 months contribution period.
   2. 5 years (60 months) Investment Tenure.
   3. Asset allocation and portfolio reviews in line with targeted investors returns
      expectation and investment horizon.
   4. Member’s net value can be used as collateral against any borrowing with
      friendly financial institutions.
   5. Free entry and exit.(conditions apply)
   6. The Scheme is to be managed by 5 member board of Teamaction International
      Limited; Project Monitoring Committee and an Investment Committee
      comprising the 5 member board of Teamaction International Limited and the
      promoter’s (MASTERMAKERS LIMITED) Board of Directors.
   7. Day-to-day administration of the activities of the scheme shall be carried out
      by the promoters- MASTERMARKS LIMITED.
   8. In five years, all the respective Teamaction subsidiaries will merge and
      transform into a Mega corporation with interest in real estate.


INVESTMENT PROCEDURE

The TIL has a 100% target allocation invested in different real estate deals at any
given time. Investment in TIL Scheme is managed by committees to achieve
optimum returns in line with the stated investment objectives of the Scheme.
We shall dare to take calculated risks and go for investment opportunities that will
give good income returns via long-term and short- term capital appreciation.




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INVESTMENT MANAGEMENT

The Scheme is to be managed by

   (1.)   Investment Committee comprising the (5 member) board of each of the
          Teamaction Limited clubs and the promoter’s (MASTERMARK LIMITED)
          Board of Directors.
   (2.)   A (5 member) Project Monitoring Committee of each of the Teamaction
          Limited clubs.


INVESTMENT SPECIALIS TS

Headed by the Chairman of MASTERMARKS LIMITED Board of
Directors, TIL Scheme’s investment committee will assess which real
estate assets are appropriate for the Scheme. It is their job to invest
the Scheme’s resources under management in the best possible way.
Economic developments are followed minute by minute. Critical analyses
& research (especially because of the p eculiarity of the real estate
industry in Nigeria) precede the selection. The Scheme's investment
specialists will have a thorough knowledge of the assets included in the
Scheme. Also a reputable bank will be selected to team up with
MASTERMARKS LIMITED investment specialists in achieving the
optimal results for the Schemes investments.

TOTAL SCHEME RATIO

The TIL has a 100% target allocation of investment in different real estate deals at
any given time.




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EXPENSES ON THE SCHEME

   1. Administrative fee: 20% of Net Capital Appreciation per Annum based on
      management/audited account.

The Administrative fee payable to MASTERMARKS may however, not be pulled out
from the investment pool. It could remain in the pool generally, as part of the much
needed Capitalisation, as further contribution and commitment by and on behalf of
MASTERMARKS LIMITED.

   2. Operating Expense: All operating expenses (e.g asset acquisition cost,
      valuation, sale, transportation, communication, e.t.c) shall be borne by the
      scheme.

WHY REAL ESTATE?

The TIL Scheme is intended to enable individual Scheme members pool their
money into a private investment vehicle, which is then invested in real estate mainly.
Our focus in real estate shall be dynamic, taking advantage of the promoter’s real
estate investment know how. Investment in TIL Scheme is more diversified
compared to that achievable by individual investors. Investment in TIL Scheme is
managed by a committee to achieve optimum returns in line with the stated
investment objectives of the Scheme.

RETURNS

The Scheme Administrators forecast a minimum yield of 100% p.a.

Most people invest in mutual Schemes because of the potential returns,
as the long run investing offers the possibility of higher returns than
savings. The longer you have your money invested, the larger the chance
of high returns. Performance of TIL Scheme will be published monthly
on its website and in its newsletters for subscribers only.

UNIT’S VALUATION POL ICY

Valuation of all assets and liabilities are done in line with regular
accounting standard/practise.




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BENEFITS

      Investing offers the possibility of higher returns than savings in
       the long run.
      If you have never made any investments, a Scheme like this is a
       good introduction to the world of investing.
      You limit your risk; the Scheme offers the possibil ity to invest in
       a large number of real estate assets etc.
      Real Estate focussed Scheme which is what TIL Scheme is all
       about, has all the benefits of real estate investment over and
       above others e.g. stability etc.
      Mutual Schemes save you a lot of time eve ry day. The Scheme's
       investment specialists select the investments and monitor quality
       for you.
      Costs are relatively low. In addition to the usual transaction
       costs, you pay a small amount in administrative/management fees –
       economy of scale. Investing by yourself could cost much more.
      Investing in mutual Schemes is simple. TIL Scheme is easily
       obtainable. You only have to subscribe to the Scheme by
       completing our application forms, which you can collect from our
       office, fill photocopies of the applicatio n forms or download from
       our website: www.mastermarkslimited.com .


PROPERTIES INVESTMEN T PROCESS

The selection of new property development is characterized by a top-down approach.
The most attractive regions and locations are selected on the basis of the outcome
of a quantitative model and macroeconomic analysis. Then individual properties are
selected within these regions. As for existing properties, the investment process is
characterized by a bottom-up approach. Interesting properties are identified on the
basis of the outcome of a quantitative model and the fundamental assessment of
available properties by our analysts. The portfolio will be well-diversified over
profitable locations, arteries of development and rating classes in order to limit risk.




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PROPRIETARY RESEARCH

MASTERMARKS LIMITED, promoters of the scheme has her team of
highly professional R&D associates both within and outside the company
whose main activities include:
 Quantitative research, development of location selection and
   property selection models and models for risk management and
   performance measurement, quantitative investment systems to
   support the investment process and risk management (using tracking -
   error systems).

   This wide-ranging research capability offers investors the possibility
    to benefit from the latest developments in the field of risk
    management and qua ntitative investment techniques.


TIL SCHEME IS TO IMPLEMENT ACTIVE VOTING POLICY

TIL Scheme investors will actively exercise their voting rights at Annual General
Meetings of Shareholders (AGMs) which will be held once a year. Each investor will
be entitled to attend and vote based on one man one vote. TIL Scheme is one of
the few private Nigerian investment Schemes with core focus on Real Estate
investing, making use of this process on a large scale and thus fully integrating this
in its entire investment process.

MUTUAL SCHEMES: FOR WHOM?

Anyone can participate in the TIL Scheme. People invest in mutual
Schemes because they want to let the experts do the work, or because
they have insufficient time or money to invest individually.

CORPORATE GOVERNANCE

Corporate governance means good corporate management. Important
issues here are transparency of management, shareholder control,
management remuneration and the position of the company in society.
TIL Scheme applies corporate gove rnance in its investment selection
and members will be allowed to exercise voting rights at Annual General
Meetings (AGMs) of Share holders.




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We have developed a website for the company to market her products
and project her image positively while enhancin g the speed of
information gathering and delivery. This site also has members’ only
area, where vital information can be accessed to the benefit of all
stakeholders.
Also, a Project Monitoring Committee comprising of 5 shareholders of
each and for each of clubs shall be constituted to inspect current
investments and projects twice yearly. TIL’s report shall be posted on
the website and they shall report to the AGM annually.

CHARTERED ACCOUNTANTS: A reliable firm of Chartered
Accountants shall be retained as external auditors to the scheme. Their
periodic reports shall be posted on the website from time to time.

A HOLDING BANK: Also a holding bank will be appointed to team up
with the scheme investment specialists in achieving the optimal results
for the Schemes investments.


WHY IS CORPORATE GOV ERNANCE IMPORTANT?

TIL Scheme is convinced that good corporate governance leads to good
returns and higher share value in the long term.


EXTERNAL FINANCIAL SERVICES RELATED AGENCIES

CURRENT ASSOCAITES:

ALATTA NZEWI & CO. - Chartered Accountants
52, James Robertson Street,
Surulere,
Lagos.

NDUBUISI IJEOMAH & CO. - Chartered Accountants
7, Faramobi Ajike Street,
Anthony Village,
Lagos.




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