Africa Sustainability Fund formerly known as Africa Sustainability Passive Equity Fund a Collective Investment Scheme set up as public company limited by shares incorporated under the laws of

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Africa Sustainability Fund formerly known as Africa Sustainability Passive Equity Fund a Collective Investment Scheme set up as public company limited by shares incorporated under the laws of Powered By Docstoc
					Africa Sustainability Fund
(formerly known as Africa
Sustainability Passive Equity
Fund)
(a Collective Investment Scheme, set up as public company
limited by shares incorporated under the laws of the
Republic of Mauritius)




Listing Particulars
20 October 2009


In respect of




Class A Shares of USD 1.00 par value each

THESE LISTING PARTICULARS HAVE BEEN VETTED BY THE LISTING
EXECUTIVE COMMITTEE, IN CONFORMITY WITH THE LISTING RULES
OF THE STOCK EXCHANGE OF MAURITIUS LTD. THE LISTING
EXECUTIVE COMMITTEE OF THE STOCK EXCHANGE OF MAURITIUS
LTD ASSUMES NO RESPONSIBILITY FOR THE CONTENT OF THESE
LISTING PARTICULARS, MAKES NO REPRESENTATION AS TO THE
ACCURACY OR COMPLETENESS OF ANY OF THE STATEMENTS MADE
OR OPINIONS EXPRESSED THEREIN AND EXPRESSLY DISCLAIMS ANY
LIABILITY WHATSOEVER FOR ANY LOSS ARISING FROM OR IN
RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF
THESE LISTING PARTICULARS.

PERMISSION HAS BEEN GRANTED BY THE LISTING EXECUTIVE
COMMITTEE ON 20 OCTOBER 2009 (LP NO.: LEC/TL/02/2009) FOR THE
LISTING OF CLASS A SHARES OF AFRICA SUSTAINABILITY FUND ON
THE OFFICIAL LIST OF THE STOCK EXCHANGE OF MAURITIUS LTD.
TABLE OF CONTENTS


A.      DIRECTORY ................................................................................................................ 3

B.      DEFINITIONS ............................................................................................................ 12

C.      THE FUND ................................................................................................................. 15

D.      EXECUTIVE SUMMARY ......................................................................................... 17

E.      INVESTMENT OBJECTIVES AND POLICIES .................................................... 20

F.      INVESTMENT PROCESSES .................................................................................. 22

G.      MANAGEMENT OF THE FUND ............................................................................ 25

I.      FEES, COSTS AND EXPENSES ........................................................................... 32

H.      SHARE CAPITAL STRUCTURE ........................................................................... 34

I.      SUBSCRIPTION PROCEDURE ............................................................................. 36

J.      DISTRIBUTIONS ...................................................................................................... 39

K.      TAXATION AND EXCHANGE CONTROL ........................................................... 41

L.      MATERIAL CONTRACTS ....................................................................................... 43

M.          RISKS..................................................................................................................... 44

N. INDEMNIFICATION ..................................................................................................... 50

O.      REPORTING.............................................................................................................. 51

ANNEX 1 ............................................................................................................................. 52

ANNEX 2 ............................................................................................................................. 55

ANNEX 3 ............................................................................................................................. 56

ANNEX 4 ............................................................................................................................. 59

ANNEX 5 ............................................................................................................................. 60

ANNEX 6 ............................................................................................................................. 63




                                                                                                                                       2
A.     DIRECTORY


The Fund                 Africa Sustainability Fund (formerly
                         known as Africa Sustainability Passive
                         Equity Fund)


                         Registered office address:
                          th
                         4 Floor, Les Cascades Building,
                         Edith Cavell Street, Port Louis,
                         Mauritius
                         Tel: +(230) 212 9800
                         Fax:+(230) 212 9833


Investment Manager       Sustainable Capital Limited
                          th
                         4 Floor, Les Cascades Building
                         Edith Cavell Street, Port Louis,
                         Mauritius
                         Tel: +(230) 212 9800
                         Fax: +(230) 212 9833



Research Partner         Responsible Research CC
                         45 Roodebloem Rd,
                         Woodstock
                         Cape Town
                         South Africa


Administrator            International Management (Mauritius) Ltd
                          th
, Company Secretary,     4 Floor, Les Cascades Building,
Transfer Agent           Edith Cavell Street, Port Louis,
and Registrar            Mauritius


Custodian, Paying Bank   Barclays Bank PLC

                         34 William Newton Street, Port Louis,
                         Mauritius


Directors                Bilal Ibrahim Sassa (Mauritian)
                          th
                         4 Floor, Les Cascades Building
                         Edith Cavell Street, Port Louis,
                         Mauritius

                         Heerdaye Jugbandhan (Mauritian)
                          th
                         4 Floor, Les Cascades Building
                         Edith Cavell Street, Port Louis, Mauritius



                                                                      3
                                    Kevin Gordon Macdonald (South African)
                                    5 Victory Avenue, Pinelands, Cape Town,
                                    South Africa.


Legal Counsel (as to Mauritius Law)As to the Listing of the Fund
                                Mr Muhammad R C Uteem
                                Uteem Chambers
                                 th
                                4 Floor, Les Jamalacs Building
                                Vieux Conseil Street
                                Port Louis
                                Mauritius.

As to the initial set up of the Fund Fazil Hossenkhan
                                     BLC Chambers
                                     18n Frère Félix de Valois Street
                                     Port Louis
                                     Mauritius


Auditors                            Ernst and Young
                                    Level 20, Newton Tower
                                    Sir William Newton Street
                                    Port Louis, Mauritius




                                                                              4
                     NOTICE TO INVESTORS

THESE LISTING PARTICULARS CONTAIN PARTICULARS RELEVANT TO
AFRICA SUSTAINABILITY FUND (THE “FUND”) AND ARE INTENDED
SOLELY FOR THE USE OF THE PERSON TO WHOM THE FUND HAS
DELIVERED THEM FOR THE PURPOSE OF EVALUATING A POSSIBLE
INVESTMENT. THEY ARE NOT TO BE REPRODUCED OR DISTRIBUTED
TO ANY OTHER PERSONS (OTHER THAN PROFESSIONAL ADVISORS
OF THE PROSPECTIVE INVESTOR RECEIVING THIS DOCUMENT FROM
THE FUND). THE DISTRIBUTION OF THESE LISTING PARTICULARS
AND THE OFFERING OF THE CLASS A SHARES (“SHARES”) IN
CERTAIN JURISDICTIONS MAY BE RESTRICTED. ACCORDINGLY,
PERSONS INTO WHOSE POSSESSION THESE LISTING PARTICULARS
COME ARE REQUIRED BY THE FUND AND THE INVESTMENT
MANAGER TO INFORM THEMSELVES ABOUT, AND TO OBSERVE,
SUCH RESTRICTIONS.

THESE LISTING PARTICULARS INCLUDE PARTICULARS GIVEN IN
COMPLIANCE WITH THE STOCK EXCHANGE OF MAURITIUS LTD
RULES GOVERNING THE OFFICIAL LISTING OF SECURITIES FOR THE
PURPOSE OF GIVING INFORMATION WITH REGARD TO THE FUND.
THE DIRECTORS, WHOSE NAMES APPEAR ON PAGES 3 AND 4,
COLLECTIVELY AND INDIVIDUALLY ACCEPT FULL RESPONSIBILITY
FOR THE ACCURACY OF THE INFORMATION CONTAINED IN THESE
LISTING PARTICULARS AND CONFIRM, HAVING MADE ALL
REASONABLE ENQUIRIES, THAT TO THE BEST OF THEIR
KNOWLEDGE AND BELIEF THERE ARE NO OTHER FACTS THE
OMISSION OF WHICH WOULD MAKE ANY STATEMENT HEREIN
MISLEADING.

AN APPLICATION HAS BEEN MADE FOR CLASS A SHARES OF THE
FUND AT PAR VALUE OF USD 1EACH TO BE ADMITTED TO THE
OFFICIAL MARKET OF THE STOCK EXCHANGE OF MAURITIUS LTD ON
[.].


THESE LISTING PARTICULARS, DEEMED TO BE A PROSPECTUS,
HAVE BEEN DRAWN UP IN ACCORDANCE WITH THE SECURITIES ACT
2005 AND SECURITIES (PUBLIC OFFERS) RULES 2007 AND HAVE
BEEN FILED WITH OR REGISTERED WITH THE FINANCIAL SERVICES
COMMISSION IN MAURITIUS (THE “FSC”).


PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS
OF THESE LISTING PARTICULARS AS CONTAINING LEGAL, TAX, OR
FINANCIAL ADVICE. IN CASE OF ANY DOUBT ABOUT THE CONTENTS
OF THIS DOCUMENT AND OBLIGATIONS CONTAINED WITHIN THE
LISTING  PARTICULARS,    PROSPECTIVE   INVESTORS   SHOULD
CONSULT THEIR STOCKBROKER, BANK MANAGER, LAWYER,
ACCOUNTANT OR OTHER PROFESSIONAL ADVISOR WHO MAY
ADVISE YOU ACCORDINGLY.

POTENTIAL SUBSCRIBERS FOR SHARES IN THE FUND SHOULD BE
AWARE OF ALL POSSIBLE TAX CONSEQUENCES, LEGAL




                                                             5
REQUIREMENTS, AND ANY FOREIGN EXCHANGE RESTRICTIONS OR
EXCHANGE CONTROL REQUIREMENTS, WHICH THEY MIGHT
ENCOUNTER UNDER THE LAWS OF THE COUNTRIES OF THEIR
CITIZENSHIP, RESIDENCE OR DOMICILE.

THE RECIPIENT HEREOF ACKNOWLEDGES AND AGREES THAT THE
CONTENTS OF THIS DOCUMENT CONSTITUTES PROPRIETARY AND
CONFIDENTIAL INFORMATION THAT THE MANAGER, ITS AFFILIATES,
AND INVESTMENT FUNDS THAT THEY SPONSOR, ADVISE OR
MANAGE OR DERIVE INDEPENDENT ECONOMIC VALUE FROM BY NOT
BEING GENERALLY KNOWN AND ARE THE SUBJECT OF REASONABLE
EFFORTS TO MAINTAIN THEIR CONFIDENTIALITY


ACCEPTANCE OF THESE LISTING PARTICULARS BY THE
PROSPECTIVE INVESTORS CONSTITUTES AN AGREEMENT TO BE
BOUND BY THE FOREGOING TERMS. THE RECIPIENT, HOWEVER,
SHALL NOT BE LIABLE FOR DISCLOSURE OR USE OF ANY
INFORMATION CONTAINED IN THESE LISTING PARTICULARS WHERE
THE SAME IS REQUIRED TO BE DISCLOSED BY LAW OR REGULATION
OR PURSUANT TO LEGAL PROCESS

ANY DISTRIBUTION OR REPRODUCTION OF ALL OR ANY PART OF
THESE LISTING PARTICULARS OR ITS CONTENTS OTHER THAN AS
SET OUT SPECIFICALLY HEREIN, IS UNAUTHORISED



PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO:

1.    THE LEGAL REQUIREMENTS WITHIN THE COUNTRY OF THEIR
      NATIONALITY, RESIDENCE, ORDINARY RESIDENCE OR
      DOMICILE FOR SUCH ACQUISITION;
2.    ANY FOREIGN EXCHANGE RESTRICTION OR EXCHANGE
      CONTROL REQUIREMENT WHICH THEY MIGHT ENCOUNTER
      ON THE ACQUISITION OR DISPOSAL OF THE SHARES;
3.    THE TAXATION CONSEQUENCES WHICH MIGHT BE
      RELEVANT TO THE ACQUISITION, HOLDING OR DISPOSAL OF
      THE SHARES. TO THIS PURPOSE THEY SHOULD CONSULT
      THEIR   OWN     ATTORNEY,   SOLICITOR    OR   OTHER
      PROFESSIONAL ADVISOR AS TO THE LEGAL, TAX, FINANCIAL
      OR OTHER MATTERS RELEVANT TO THE SUITABILITY OF AN
      INVESTMENT IN THE SHARES OF THE FUND‟S NAME.

IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THESE
LISTING PARTICULARS, YOU SHOULD CONSULT AN INDEPENDENT
FINANCIAL ADVISER.

THESE LISTING PARTICULARS DO NOT CONSTITUTE AN OFFER OR
SOLICITATION TO ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORISED OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION. PERSONS IN RECEIPT OF THE LISTING PARTICULARS



                                                              6
ARE THEREFORE REQUIRED TO INFORM THEMSELVES ABOUT AND
OBSERVE SUCH RESTRICTIONS. AN INVESTMENT IN THE FUND
INVOLVES ECONOMIC AND POLITICAL RISKS TYPICALLY FOUND WITH
INVESTMENTS IN EMERGING MARKETS. THESE RISKS INCLUDE
POLITICAL AND SOCIAL INSTABILITY, THE POSSIBILITY OF
EXPROPRIATION, CONFISCATORY TAXATION OR NATIONALISATION
OF ASSETS AND THE ESTABLISHMENT OF FOREIGN EXCHANGE
CONTROLS WHICH MAY INCLUDE THE SUSPENSION AND THE ABILITY
TO TRANSFER CURRENCY FROM A GIVEN COUNTRY.

SHOULD IT BE RESOLVED TO MOVE THE PRINCIPAL SEAT AND THE
REGISTRATION AND ADMINISTRATION OF THE FUND OUTSIDE OF
MAURITIUS SUBJECT TO ANOTHER LAW AND THE JURISDICTION OF
OTHER COURTS, EACH OF THE CLASS A SHAREHOLDERS WILL FIRST
BE NOTIFIED THEREOF AND GIVEN THE OPPORTUNITY TO REDEEM
HIS SHARES PRIOR TO ANY SUCH TRANSFER TAKING PLACE.

NO PERSON IS AUTHORISED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION IN CONNECTION WITH THE ISSUE OF
SHARES, WHICH IS NOT CONTAINED OR REFERRED TO HEREIN AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MAY
NOT BE RELIED UPON AS HAVING BEEN AUTHORISED BY THE FUND
OR ITS DIRECTORS.

THE FUND RESERVES THE RIGHT TO WITHDRAW OR MODIFY THIS
OFFERING AT ANY TIME PRIOR TO THE ACCEPTANCE OF
SUBSCRIPTIONS FROM INVESTORS. THE FUND ALSO RESERVES
THE RIGHT TO CLOSE THE SUBSCRIPTION BOOKS BEFORE THE
INDICATED AMOUNT OF CAPITAL HAS BEEN SUBSCRIBED AND MAY
CONTINUE TO SOLICIT CAPITAL COMMITMENTS AFTER THE FIRST
CLOSING OF THE SUBSCRIPTION BOOKS.

CERTAIN ECONOMIC AND FINANCIAL MARKET INFORMATION
CONTAINED HEREIN HAS BEEN OBTAINED FROM PUBLISHED
SOURCES PREPARED BY THIRD PARTIES. WHILE SUCH SOURCES
ARE BELIEVED TO BE RELIABLE, NEITHER THE MANAGEMENT
COMPANY, THE FUND NOR ANY OF THEIR RESPECTIVE AFFILIATES
OR REPRESENTATIVES ASSUME ANY RESPONSIBILITY FOR THE
ACCURACY OF SUCH INFORMATION.

THE FUND IS A MAURITIUS DOMICILED LIMITED LIABILITY
INVESTMENT COMPANY INCORPORATED IN MAURITIUS. THE FUND
HOLDS A CATEGORY 1 GLOBAL BUSINESS LICENCE ISSUED BY THE
FSC FOR THE PURPOSE OF THE FINANCIAL SERVICES ACT 2007 AND
HAS BEEN AUTHORISED, PURSUANT TO THE SECURITIES ACT 2005
TO OPERATE AS A COLLECTIVE INVESTMENT SCHEME. THE FUND IS
CATEGORISED AS AN “EXPERT FUND” UNDER THE SECURITIES
(COLLECTIVE INVESTMENT SCHEMES AND CLOSED-END FUNDS)
REGULATIONS 2008.

INVESTMENT IN AN EXPERT FUND IS ONLY AVAILABLE TO PERSONS
MEETING THE CRITERIA OF AN “EXPERT INVESTOR‟. AN EXPERT
INVESTOR IS DEFINED UNDER THE SECURITIES (COLLECTIVE




                                                             7
INVESTMENT SCHEMES AND CLOSED-END FUNDS) REGULATIONS
2008 AS:

I.    AN INVESTOR WHO MAKES AN INITIAL INVESTMENT, FOR HIS
      OWN ACCOUNT, OF NO LESS THAN US$100 000;

II.   A SOPHISTICATED INVESTOR AS DEFINED IN THE SECURITIES
      ACT 2005, OR ANY SIMILARLY DEFINED INVESTOR IN ANY
      OTHER SECURITIES LEGISLATION.


THIS OFFERING IS BEING MADE TO EXPERT INVESTORS AS DEFINED
UNDER THE SECURITIES (COLLECTIVE INVESTMENT SCHEMES AND
CLOSED-END FUNDS) REGULATIONS 2008.

INVESTORS IN THE FUND ARE NOT PROTECTED BY ANY STATUTORY
COMPENSATION ARRANGEMENTS IN MAURITIUS IN THE EVENT OF
THE FUND‟S FAILURE. THE FSC DOES NOT VOUCH FOR THE
FINANCIAL SOUNDNESS OF THE FUND OR FOR THE CORRECTNESS
OF ANY STATEMENTS MADE OR OPINIONS EXPRESSED WITH
REGARD TO IT.

THE FSC TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS
LISTING PARTICULARS AND SHALL NOT BE LIABLE TO ANY ACTION IN
DAMAGES SUFFERED AS A RESULT OF THE LISTING PARTICULARS
BEING REGISTERED BY THE FSC.


THE FUND IS BOTH AUTHORIZED AND SUPERVISED BY THE FSC. THE
AUTHORIZATION OF THE FUND IS NOT AN ENDORSEMENT OR
GUARANTEE OF THE FUND BY THE FSC AND THE FSC IS NOT
RESPONSIBLE FOR THE CONTENTS OF THIS LISTING PARTICULARS.
THE AUTHORIZATION OF THE FUND BY THE FSC DOES NOT
CONSTITUTE A WARRANTY BY THE FSC AS TO THE PERFORMANCE
OF THE FUND AND THE FSC SHALL NOT BE LIABLE FOR THE
PERFORMANCE OR THE DEFAULT OF THE FUND.

THE DIRECTORS OF THE FUND HAVE TAKEN ALL REASONABLE CARE
TO ENSURE THAT THE FACTS STATED IN THESE LISTING
PARICULARS ARE TRUE AND ACCURATE IN ALL MATERIAL RESPECTS
AND THAT THERE ARE NO OTHER MATERIAL FACTS, THE OMISSION
OF WHICH WOULD MAKE MISLEADING ANY STATEMENT HEREIN
WHETHER OF FACT OR OPINION.

THE DIRECTORS, WHOSE NAMES APPEAR ON PAGE 26 OF THIS
LISTING PARTICULARS WISH TO HIGHLIGHT THAT:

NO MATERIAL ADVERSE CHANGE IN THE FINANCIAL OR TRADING
POSITION OF THE COMPANY HAS TAKEN PLACE SINCE THE LAST
AUDITED ACCOUNTSOR ANY LATER INTERIM STATEMENTS HAVE
BEEN PUBLISHED.

THERE ARE NO LEGAL OR ARBITRATION PROCEEDINGS (INCLUDING
SUCH PROCEEDINGS WHICH ARE THREATENED OF WHICH THE




                                                               8
COMPANY IS AWARE) WHICH MAY HAVE OR HAVE HAD IN THE
RECENT PAST (COVERING THE PREVIOUS 12 MONTHS) A
SIGNIFICANT EFFECT ON THE FUND‟S FINANCIAL POSITION.

NO SHAREHOLDER HOLDS 5 PER CENT OR MORE OF THE COMPANY
AS AT THE APPLICATION DATE TO THE LISTING EXECUTIVE
COMMITTEE OF THE STOCK EXCHANGE OF MAURITIUS LTD.


NO DIRECTOR OR CHIEF EXECUTIVE OF THE FUND AND THE
ASSOCIATE OF EACH DIRECTOR AND CHIEF EXECUTIVE (AS KNOWN
TO EACH DIRECTOR AND CHIEF EXECUTIVE HAVING MADE ALL
REASONABLE ENQUIRIES) HOLDS SHARES IN THE FUND;




THE PRINCIPAL INVESTMENT POLICIES SET OUT IN THESE LISTING
PARTICULARS WILL IN THE ABSENCE OF UNFORESEEN
CIRCUMSTANCES BE ADHERED TO FOR AT LEAST 3 YEARS
FOLLOWING THE LISTING, AND ANY MATERIAL CHANGE IN THE
POLICIES, WITHIN THAT PERIOD MAY ONLY BE MADE WITH
SHAREHOLDERS‟ APPROVAL.

THE DIRECTORS ACCEPT RESPONSIBITY FOR THE CONTENTS OF
THE LISTING PARTICULARS AND THAT, TO THE BEST OF THEIR
KNOWLEDGE AND BELIEF, AND AFTER MAKING REASONABLE
ENQUIRIES, THE INFORMATION CONTAINED IN THESE LISTING
PARTICULARS IS IN ACCORDANCE WITH THE FACTS AND THAT THE
LISTING PARTICULARS MAKES NO OMISSION LIKELY TO AFFECT THE
IMPORT OF SUCH INFORMATION.

WITHIN THE 2 YEARS IMMEDIATELY PRECEEDING THE ISSUE OF
THESE LISTING PARTICULARS, NO COMMISSIONS, DISCOUNTS,
BROKERAGES OR OTHER SPECIAL TERMS WERE GRANTED IN
CONNECTION WITH THE ISSUE OR SALE OF ANY CAPITAL OF ANY
MEMBER OF THE GROUP, TO ANY DIRECTORS (OR PROPOSED
DIRECTORS), PROMOTERS OR EXPERTS.

WITHIN TWO YEARS IMMEDIATELY PRECEDING THE ISSUE OF THE
LISTING PARTICULARS THERE IS NO ALTERATION IN THE CAPITAL OF
THE FUND AND THE CAPITAL OF ANY MEMBER OF THE GROUP.


THE FOLLOWING DOCUMENTS, WITHIN A PERIOD OF NOT LESS THAN
14 DAYS,,ARE MADE AVAILABLE AT THE REGISTERED OFFICE OF THE
COMPANY SITUATED AT C/O INTERNATIONAL MANAGEMENT
(MAURITIUS) LTD, LES CASCADES, EDITH CAVELL STREET, PORT
LOUIS, MAURITIUS, AND ARE OPENED FOR INSPECTION DURING
BUSINESS HOURS, SUBJECT TO THE PROVISIONS OF THE
CONSTITUTION OF THE FUND:-




                                                               9
(A) COPIES OF THE CURRENT LISTING PARTICULARS, THE
CONSTITUTION, AND THE APPLICATION FORMS, TOGETHER WITH A
COPY OF THE CONSENT AND APPROVAL OF THE FSC;

(B) ALL REPORTS, LETTERS OR OTHER DOCUMENTS, BALANCE
SHEETS, AND VALUATIONS ANY PART OF WHICH IS EXTRACTED OR
REFERRED TO IN THE LISTING PARTICULARS;

(C) A WRITTEN STATEMENT SIGNED BY THE PUBLIC ACCOUNTANTS
OR LICENSED AUDITORS SETTING OUT THE ADJUSTMENTS MADE BY
THEM IN ARRIVING AT THE FIGURES SHOWN IN THEIR
ACCOUNTANTS' REPORT AND GIVING THE REASONS THEREOF;

(D) THE AUDITED ACCOUNTS OF THE ISSUER OR, IN THE CASE OF A
GROUP, THE CONSOLIDATED AUDITED ACCOUNTS OF THE ISSUER
AND ITS SUBSIDIARIES FOR EACH OF THE TWO FINANCIAL YEARS
IMMEDIATELY PRECEDING THE ISSUE OF THE LISTING PARTICULARS
TOGETHER WITH IN CASE OF A MAURITIAN INCORPORATED ISSUER
ALL NOTES, CERTIFICATES OR OTHER INFORMATION AS REQUIRED
BY THE ACT;

(E) ALL MATERIAL CONTRACTS, AS DEFINED ON PAGE 44 (THAT IS
INVESTMENT    MANAGEMENT     AGREEMENT,    ADMINISTRATION
AGREEMENT AND CUSTODIAN AGREEMENT).


RISK DISCLOSURE

INVESTMENTS IN THE SHARES OF THE FUND WILL INVOLVE
SIGNIFICANT RISKS DUE TO, AMONG OTHER THINGS, THE NATURE
OF THE FUND‟S INVESTMENTS. INVESTORS SHOULD HAVE THE
FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE RISKS AND
LACK OF LIQUIDITY, WHICH ARE CHARACTERISTICS OF THE
INVESTMENTS DESCRIBED HEREIN. THERE WILL BE NO PUBLIC
MARKET FOR THE MEMBERSHIP INTEREST OF THE FUND AND THEY
WILL NOT, SUBJECT TO CERTAIN LIMITED EXCEPTIONS, BE
TRANSFERABLE.

THE INFORMATION ON TAXATION CONTAINED IN THESE LISTING
PARTICULARS IS A SUMMARY OF CERTAIN TAX CONSIDERATIONS
BUT IS NOT INTENDED TO BE A COMPLETE DISCUSSION OF ALL TAX
CONSIDERATIONS.

BECAUSE OF THE RISKS INVOLVED, INVESTMENT IN THE FUND IS
ONLY SUITABLE FOR SOPHISTICATED INVESTORS WHO ARE ABLE
TO BEAR THE LOSS OF A SUBSTANTIAL PORTION OR EVEN ALL OF
THE MONEY THEY INVEST IN THE FUND, WHO UNDERSTAND THE
HIGH DEGREE OF RISK INVOLVED, BELIEVE THAT THE INVESTMENT
IS SUITABLE BASED UPON THEIR INVESTMENT OBJECTIVES AND
FINANCIAL NEEDS AND HAVE NO NEED FOR LIQUIDITY OF
INVESTMENTS. INVESTORS ARE THEREFORE ADVISED TO SEEK
INDEPENDENT PROFESSIONAL ADVICE ON THE IMPLICATIONS OF
INVESTING IN THE FUND.




                                                              10
TAX ADVICE DISCLAIMER AND WARNING

PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN COUNSEL
REGARDING ANY TAX LAWS AND REGULATIONS WHICH MAY BE
APPLICABLE TO THEM. ACCORDINGLY, PROSPECTIVE INVESTORS
SHOULD CONSULT THEIR TAX ADVISERS IN THE COUNTRIES OF
THEIR CITIZENSHIP, RESIDENCE AND DOMICILE TO DETERMINE THE
POSSIBLE TAX OR OTHER CONSEQUENCES OF PURCHASING,
HOLDING AND REDEEMING SHARES UNDER THE LAWS OF THEIR
RESPECTIVE JURISDICTIONS BEFORE SUBSCRIBING FOR SHARES.

COMPLIANCE WITH LISTING RULES

ALL SECTIONS OF THE LISTING RULES PERTAINING TO 16.6C TO
16.6H OF THE LISTING RULES OF THE STOCK EXCHANGE OF
MAURITIUS LTD WILL BE MET, SUCH THAT:-

(A)   DISTRIBUTABLE INCOME WILL BE PRINCIPALLY DERIVED FROM
      INVESTMENT AND THE FUND AND ANY OF ITS SUBSIDIARIES MUST
      NOT CONDUCT A TRADING ACTIVITY WHICH IS SIGNIFICANT IN THE
      CONTEXT OF THE GROUP AS A WHOLE;

(B)   THE FUND WILL NOT TAKE LEGAL OR MANAGEMENT CONTROL OF
      INVESTMENTS IN ITS PORTFOLIO (REFER TO PAGE 22, SECTION E.
      INVESTMENT OBJECTIVES AND POLICIES-CONTROL);

(C)   EXCEPT WITH THE PRIOR APPROVAL OF THE SEM, NOT MORE THAN
      20 PER CENT OF THE GROSS ASSETS OF THE FUND (CONSOLIDATED
      WHERE APPLICABLE) WILL BE LENT TO OR INVESTED IN THE
      SECURITIES OF ANY ONE COMPANY OR GROUP (INCLUDING LOANS
      TO OR SHARES IN THE FUND'S OWN SUBSIDIARIES) AT THE TIME
      THE INVESTMENT OR LOAN IS MADE; FOR THIS PURPOSE ANY
      EXISTING HOLDING IN THE COMPANY CONCERNED WILL BE
      AGGREGATED WITH THE PROPOSED NEW INVESTMENT (REFER TO
      PAGE 25, SECTION F. INVESTMENT PROCESSES- INVESTMENT
      RESTRICTIONS);

(D)   UNLESS OTHERWISE AUTHORISED BY THE SEM, THE FUND WILL
      INVEST IN TEN OR MORE SECURITIES, EACH OF WHICH HAS BEEN
      ISSUED BY NON RELATED PARTIES (REFER TO PAGE 23, SECTION F.
      INVESTMENT PROCESSES- SOURCING OF INVESTMENT);

(G)   DIVIDENDS WILL NOT BE PAID UNLESS THEY ARE COVERED BY
      INCOME RECEIVED FROM UNDERLYING INVESTMENTS;

(H)   EXCEPT WHERE AND TO THE EXTENT THAT THE SEM AGREES, THE
      DISTRIBUTION AS DIVIDEND OF SURPLUSES ARISING FROM THE
      REALISATION OF INVESTMENTS IS PROHIBITED.




                                                              11
 B.      DEFINITIONS

Capitalised terms used in this document and otherwise not defined herein shall have
the meanings specified in the Constitution of the Company. The following definitions
apply throughout these Listing Particulars unless the context otherwise requires:-

“Act”                           means the Companies Act 2001.

“Board” or “Directors”          means the board of directors of the Fund, including a
                                duly authorised committee thereof.

“Business Day”                  means any day (except Saturday and Sunday and
                                such other day as the Directors may determine) on
                                which banks are open for business in Mauritius and
                                South Africa, as appropriate.

“Class”                         A class of share created by the Company in
                                accordance with Article 10.1 of the Constitution.

“Class A Share”                 the Class of Participating Share, designated as
                                Class A Shares, which is subject to an offering
                                pursuant to this Listing Particulars.

“Class Assets”                  means in relation to any Class, the assets of the
                                Company attributable to that Class comprising
                                assets represented by the proceeds of the issue of
                                Participating Shares of that particular Class,
                                reserves (including retained earnings, and capital
                                reserves) and all other assets attributable to that
                                Class.

“Class Share”                   A Share of whatever class, series or category, the
                                proceeds of which issue are comprised in the Class
                                Assets attributable solely to the Class in respect of
                                which the Class Share was issued.

“Common Monetary Area”          South Africa, Namibia, the Kingdom of Lesotho
                                and the Kingdom of Swaziland

“Constitution”                  means the constitution of the Fund as adopted and
                                amended from time to time.

"Dealing Day”                   In relation to any Class, the first Valuation Day of
                                each month or such other day as the Directors may
                                determine; as being a day on which Participating
                                Shares of that Class may be issued or redeemed, as
                                the case may be.

“FSC”                           means the Financial Services Commission of
                                Mauritius.

“Fund”                          means Africa Sustainability Fund.




                                                                                 12
“Initial Subscription Offer Period” means the period from the listing of Class A
                               Shares to the Official Market of SEM to the Dealing
                               Day in the month of October 2009 subject to the
                               Fund receiving subscription of minimum Rs 20
                               million (or equivalent) and the option to extend or
                               bring the closing date forward ;.


“Issue Price”                  shall be at USD1,000 per Class A Share during the
                               Initial Subscription Offer Period and at NAV of the
                               Class A Share after the Initial Subscription Offer
                               Period

“Management Share”             means an ordinary share in the capital of the Fund
                               designated as a management share and having the
                               rights provided for under this Constitution with
                               respect to such share.

"Mauritius"                    means The Republic of Mauritius.

“NAV” “Net Asset Value”        The amount determined pursuant to Section J.
                               Distribution (Net Asset Valuation) hereof as being
                               the Net Asset Value of a particular Class of shares.

“Participating Share”          means a share in the capital of the Fund of par value
                               of US$ 1 per share, designated as the Participating
                               Share, which may be redeemable at the option of
                               the shareholder and issued in deferent Classes in
                               accordance with the provisions of the Law and the
                               Constitution and having the rights provided for under
                               the Constitution with respect to such shares.

“Qualified Holder”             means any person, corporation or entity which
                               meets the criteria for subscribing for and holding
                               shares in the Fund as an Expert Investor and shall
                               not include a person or entity which-

                              (i)      cannot acquire or hold shares in the Fund
                                       without violating laws or regulations of the
                                       jurisdiction to which he is subject to or
                                       subject of, or otherwise applicable to it; or

                               (ii)    by reason of acquiring or holding such
                                       shares, may expose the Fund or any of its
                                       shareholders or Directors to adverse tax or
                                       other pecuniary consequences; or

                              (iii)     is a custodian, nominee, or trustee for
                                        anyperson or entity described in (i) or (ii)
                                        above.

“Shares”                       means a share in the capital of the Fund from time to
                               time and includes a Class Share.




                                                                                13
“Valuation Date”   means the last Business Day of every calendar
                   month for the carrying out of the Net Asset Value
                   calculation of Class A Shares.




                                                                14
    C.   THE FUND


Africa Sustainability Fund (“Fund”) is a collective investment scheme
                                           th
(„CIS‟) incorporated in Mauritius on the 20 February 2009 (Company No.
C086559 C1/GBL) under the name of Africa Sustainability Passive Equity
Fund. On 22 July 2009, by virtue of a special resolution, Africa Sustainability
Passive Equity Fund changed its name to Africa Sustainability Fund. The
Fund is structured as an open ended public company with limited liability and
unlimited duration established under the provisions of the Companies Act
2001 and licensed (C109007194) as a Category 1 Global Business Licence
Company under the Financial Services Act 2007. The investment business of
the Fund is regulated under the Securities Act 2005 (as amended in 2007).
The Fund is categorised as an “Expert Fund” for the purposes of the
Securities (Collective Invesment Schemes and Closed End Funds)
Regulations 2008. Investment in an Expert Fund is reserved for:

(1) an investor who makes an initial investment, for his own account, of no
   less than US$100 000; or
                                                                       1
(2) a sophisticated investor as defined in the Securities Act 2005 or any
   similarly defined investor in any other securities legislation.

Under the Fund constitution, the board of directors of the Fund has the
authority to issue shares to investors in different classes and having different
rights.

The Fund will issue Shares as follows:

(1) Management Shares which will be held by the Investment Manager and

(2) Participating Shares, of different Classes or series amongst which Class
    A Shares will be issued to investors and are subject to these Listing
    Particulars.

Management Shares shall be voting shares but shall not be entitled to any
distributions other than a return of the nominal price paid thereon on the
termination of the Fund. Class A Shares shall not entitle investors to any
voting rights but such shares shall carry all dividend and distribution rights
out of the proceeds of investments, profits and gains.

The Fund will be managed in Mauritius by its board of directors but day to
day investment decisions shall be delegated to a licensed investment
manager, Sustainable Capital Limited (“Sustainable Capital” or the
“Investment Manager”), who will be responsible for all investment and
disinvestment decisions subject to the supervision of the Fund‟s Board or any
committee set up specifically by the Fund‟s board for that purpose.

The Fund may, on the recommendation of its Investment Manager, form
wholly-owned special purpose vehicles (“SPVs”) for the purposes of making

1
  Sophisticated investors as defined in the Securities Act (Act no. 22 of 2005)
include governmental bodies, banks, CIS managers, insurance companies,
investment advisers, investment dealers and any other person declared by the
Mauritius FSC to be sophisticated.



                                                                                   15
particular investments which shall be managed by the Investment Manager.
The costs of setting up and managing such SPVs shall be borne by the Fund.




                                                                             16
    D.   EXECUTIVE SUMMARY


Africa

Regional integration is beginning to gain more traction on the continent with
many African countries realizing the advantages of integration in the
achievement of sustainable economic growth. Through regional economic
             2
communities and the African Union, African countries are pursuing
strategies of integration through the establishment of Free Trade Areas,
Customs Unions and Common Markets. For example, EAC Members are
currently implementing tariff reductions, with cuts of 90 percent by Kenya and
80% by Tanzania and Uganda. Rwanda and Burundi, which joined the EAC
in 2007, are expected to eliminate all forms of tariffs in conformity with the
trade protocols of the community. In October 2008 COMESA, EAC and the
SADC agreed to form a free trade area. Should it be achieved, it will involve
26 countries with a combined population of 527 million people and a
combined GDP of USD 624 billion. This type of co-operation is vital for
African economic growth where, for example, in Sub-Saharan Africa 31% of
countries are landlocked, compared to only 12% of all the other developing
           3
countries.

Over the past decade Africa has experienced a significant revival and far
greater stability of growth amongst a far broader group of countries. The
recent improved economic performance reflects some important
underlying changes that have been taking place across the continent.
Significant improvements in the pace of reforms in improving the business
environment have been reported by the World Bank (Doing Business Report,
2009) revealing Africa‟s regional ranking in 2008 on the pace of reform
improved to third place behind Europe and Central Asia. World Bank
projections of economic growth in Africa remain strong relative to other
investment destinations. As late starters to the economic growth cycle,
African countries have the opportunity of accelerating economic progress by
exploiting the advantages that information-based technology offers to
enhance productivity and competitiveness.

Perhaps the most significant change on the African Continent is that since
1983 the African demography appears to have taken a turn toward a
transition that should reduce pressures on fiscal resources, encourage
                                         savings, and support advances
                                         in productivity. The positive
                                         impact of such transition on
                                         sustained economic growth has
                                                                     4
                                         garnered strong support . In
                                         these studies that identified the
                                         sources of growth differences
                                         between       countries,      the
                                         demographic             variables

2
  Community of Sahel-Saharan States (CEN-SAD), Common marker for Eastern and Southern Africa
(COMESA), East African Community (EAC), Economic Community of Central African States (ECCAS),
Economic Community of West African States (ECOWAS),Intergovernmental Authority on Development
(IGAD), Southern African Development Community (SADAC), Arab Maghreb Union (AMU)
3
  Challenges of African Growth, The World Bank 2007
4
  Economic Growth and Demographic Transition, NBER Working Paper 2001




                                                                                            17
consistently predicted two-thirds of the observed differences between
average growth in Sub-Saharan Africa and other regions. The graph
highlights that Africa remains one of the few investment destinations where
the dependency ratio of the population is in decline, offering compelling long-
term asset allocation benefits.

Despite certain trouble spots, Africa is progressing well in improving
governance. The overall commitment to achieving credible governance
standards is reflected in the African Peer Review Mechanism, launched in
July 2002 under NEPAD. The primary purpose of the African Peer Review
Mechanism is to foster the adoption of policies, standards and practices that
enhance political stability, high economic growth, sustainable development
and accelerated regional and continental economic integration. Further
evidence of governments‟ alignment with best practice is evidenced by the
Extractive Industries Transparency Initiative (EITI). The EITI was launched in
2002 and promotes transparency in payments made by extractive companies
and revenues received by governments of countries rich in oil, gas and
minerals. Among the 26 candidate countries, 18 are African. According to the
World Banks, Doing Business 2009, report, Africa‟s regional ranking in 2008
on the pace of reform improved to third place behind Europe and Central
Asia.

Investing in African markets has strong portfolio diversification benefits for
the global investor. The investments of the Africa Sustainability Fund are
geographically diversified across African regions, currencies and sectors.
The relatively low correlations between African equity returns and developed
market returns (see table below) make African equity exposure attractive in
the context of a global portfolio. In addition, the key regions of Africa are
driven by a diverse range of underlying sector exposures providing further
diversification within the portfolio.

                                                                            MSCI
 Index                   S&P 500     FTSE 250        FTSE/JSE All Share   Africa ex-
                                                                              SA
 S&P 500                    1         0.509                0.391            0.088
 FTSE 250                 0.509         1                  0.723            0.209
 FTSE/JSE All Share       0.391       0.723                  1              0.25
 MSCI Africa ex-SA        0.088       0.209                0.25               1
 Source: Bloomberg August 2009



Responsible Investment

Sustainable Capital is a focused Sustainable Investment Asset Manager. The
Fund believes that there is a strong and often ignored link between
sustainable behavior and company performance.

Sustainable Capital believes that by identifying and integrating proprietary
research conducted on economic, social, environmental as well as
governance issues, risk-adjusted performance of investors‟ portfolios will be
enhanced. As these risks are identified and assessed, Sustainable Capital
and its research partners will engage with target company management in an
attempt to address the risks and improve the operating environment of these
companies.



                                                                                       18
Market Value Independent Passive Strategy

Sustainable Capital uses a Market Value Independent method of weighting
the portfolio of the Africa Sustainability Fund. This method uses reported
fundamental criteria and proprietary Sustainability Assessments rather than
market capitalisation in order to derive each constituent‟s weighting in the
Fund.
As price is not a determinant in the construction of the Africa Sustainability
Passive Fund the investment process seeks to minimise participation in
sector/theme bubbles and avoid the bias to purchase shares that have a high
relative price and sell shares that have a low relative price.


Sustainability Assessments

In conjunction with its research partners, Responsible Research, the
investment manager has developed proprietary Country and Company
Sustainability Assessments specific to the African Continent.
The Sustainability results generated from these industry-specific
assessments, and audited through bottom-up, in-house company research
and management meetings, are fully integrated into the fundamental
research and financial valuation process.

At a country level, Sustainable Capital and Responsible Research conduct
desktop fundamental research in order to measure and rate the sustainability
performance of African countries. This desktop research will be verified
through due diligence carried out on a country-specific basis. The country
level assessment will address issues such as Political Governance,
Economic Sustainability, Social/Ethical Sustainability, and Environmental
Sustainability. Sources of information for this assessment include: Africa
Development Indicators (World Bank), Bertelsmann Transformation Index,
Cingranelli Richards Human Rights Database, Freedom House (Media
Freedom), Global Integrity Index, Transparency International Corruption
Index, Worldwide Governance Indicator Data).

At a company level, Sustainable Capital and Responsible Research have
developed a proprietary sustainability assessment system designed to
evaluate the economic, social and environmental sustainability performance
of African companies. The firm‟s investment process is designed on the basis
that sustainability performance and long-term investment performance are
intrinsically linked and mutually inclusive. A company‟s sustainability
performance rating (or „Sustainable Capital‟) is an industry-weighted
composite of its „Economic Capital‟, „Social Capital‟ and „Environmental
Capital‟.




                                                                                 19
                                               Each industry will be assigned a
                                               different weighting between the three
                                               categories above in order to best
                                               reflect    the   relevant  operating
                                               environments of those companies
                                               within each industry.

                                               In practical terms, the investment
                                               process will include location-based
                                               research, company questionnaires,
                                               management interviews, site visits
                                               and extensive due diligence carried
                                               out to assess corporate and national
                                               sustainability performance.

 E.     INVESTMENT OBJECTIVES AND POLICIES

Investment Objectives

Sustainable Capital offers an independent investment management service focussing on
Africa using proprietary, fundamental sustainability research on countries, industries and
companies. The Africa Sustainability Fund will be a rules-based sustainable investment
fund. . The principal investment objective of the Fund is to make direct investments in
African equity securities in order to generate long-term positive returns for investors. As
such, the Fund will provide long-term investors with passive equity exposure to African
companies within a sustainable investment framework at relatively low cost. Stock
selection will be determined by a combination of market-value independent factors,
including company-level fundamental financial factors (revenues, operating cash flows,
cash dividends and net asset value) as well as Sustainable Capital‟s proprietary country
and company sustainability ratings.



Investment Universe

The Fund will invest in listed companies that have at least 50% of their revenues, operating
cash flows, net asset value, production volumes, proven reserves or indicative net present
value stemming from the African Continent excluding South Africa and the Common
Monetary Area. These target companies may be listed on any African stock exchange or
any other global exchange where such companies have sought a listing (excluding
exchanges based in South Africa and the Common Monetary Area).



Investment Policies

The Fund will be a long-only Responsible Investment Fund based on market value
independent data and sustainability assessment ratings (country and company) and will not
engage in any leverage, borrowing or derivatives investment activities. Investing directly in
listed African equity securities will allow the Fund to pass on the economic benefits of lower
costs on to clients in the form of higher net-of-fee returns.




                                                                                          20
Investment Rules and Target Sectors

The Fund will be re-constituted on a semi-annual basis using updated company financial
information and sustainability ratings and re-balanced quarterly. The Fund will be long-only.
No gearing will be applied and derivative strategies will not be employed. Currency risk will
be un-hedged and will be managed through the firm‟s investment process using a relative
strength approach. The maximum long-term cash holding will be 10% of portfolio value (the
portfolio will retain an allocation of at least 90% in equity securities at NAV reporting dates).
Subscriptions and redemptions will be accommodated on a monthly basis. Sustainable
Capital reserves the right to manage the subscriptions or redemptions over a three month
period should it be deemed appropriate and in a manner that least affects remaining
shareholders.

The Fund will employ a market-value independent (MVI) weighting strategy with a
responsible investment overlay. The country and company sustainability ratings are
derived from in-house proprietary research conducted by Sustainable Capital and its
research partners. The investment universe comprises of listed companies that derive
greater than 50% of their revenues, operating cash flows, net asset value or indicative net
present value from African countries (excluding South Africa and the Common Monetary
Area), including companies listed on non-African exchanges.

Changes in the Net Asset Value

In alignment with Sustainable Capital‟s policy to provide GIPS-compliant (Global
Investment Performance Standards) performance reporting, the net asset value of the
Fund will be measured at the time of all major external cash flows. Initially, this will be on
the monthly NAV calculation date. Performance will be reported as time-weighted total
returns in common currency terms net of actual trading expenses.

Diversification

An exposure limits filter based on liquidity measures (free-float market capitalization,
liquidity, tradability and exit risk parameters) will be applied to limit liquidity risk. The
passive nature of the Fund implies a relatively high level of portfolio diversification and low
portfolio turnover (turnover is anticipated to be less than 15% per annum). Portfolio risk will
be mitigated by the long-term time horizon of the Fund. Investors may expect the
constituents and performance of the Africa Sustainability Fund to diverge from a market
capitalization weighted Fund covering a similar investment universe over a long-term time
horizon.

Control

The Fund will not control or seek to control, or be actively involved in the management of,
the companies or other entities in which it invests.




                                                                                                    21
 F.     INVESTMENT PROCESSES

Sourcing of investment

The investment universe comprises listed companies that derive greater than 50% of their
revenues, operating cash flows, net asset value or indicative net present value from African
countries (excluding South Africa and the Common Monetary Area), including companies
listed on non-African exchanges. Information on Fundamental metrics will be sourced from
company financial statements and annual reports. Information on the country and company
Sustainability Assessment will be conducted on the target companies using proprietary
assessment systems and on-the-ground research. A weighted average of this information
will be used to rank the universe of shares and the Africa Sustainability Fund will invest in
accordance with these weightings based on a portfolio of about 50 companies.


Diligence and Analysis Process

Sustainable Capital specialises in African sustainable investment. The country and
company sustainability assessment systems have been designed on the underlying
premise that international best practice in the sustainability field needs to be applied within
an African context. This context brings its own unique challenges and opportunities that are
difficult to address using a developed world approach. The Fund‟s responsible investment
process is Africa-specific and relies heavily on a „best-of-breed‟, positive screening
methodology. Negative screening is only applied to companies or countries with respect to
specific and clearly defined „red flag‟ issues. In this way, the process seeks to balance the
firm‟s fiduciary duty of portfolio diversification with its role of allocating capital to
sustainably-managed African businesses.

Sustainable Capital recognises that the sustainability factors that are material to financial
performance and investment value are industry-specific. Sustainability indicators are
accordingly weighted on an industry-specific basis to reflect this reality.
The effectiveness of any sustainability assessment system relies on the quality of the
research and input data, which in turn depends on the ability of the responsible investment
analysts to assess the materiality of environmental, social and economic capital. For this
reason, the Fund‟s analysts have significant training and experience in both investment
analysis and sustainability research.

At a company level, the firm has developed a proprietary sustainability assessment system
designed to evaluate the economic, social and environmental sustainability performance of
African companies.. A company‟s sustainability performance rating (or „Sustainable
Capital‟) is an industry-weighted composite of its „Economic Capital‟, „Social Capital‟ and
„Environmental Capital‟.

„Economic Capital‟ parameters include disclosure (transparency and accountability),
corporate governance (independence, shareholder alignment, remuneration), control
systems (anti-corruption, bribery and fraud), risk management effectiveness, business
quality (barriers to entry, asset quality, sustainability of returns) and earnings quality
(quality of financial reporting, accounting prudence).

Indicators of „Social Capital‟ include health exposure, safety performance, human rights
footprint, labour practice, stakeholder capital (customers, suppliers, community, society,
government) and human capital (leadership, skills, values, competence, diversity, staff
turnover).

Measures of „Environmental Capital‟ include disclosure (material risks and opportunities),
environmental balance sheet (material liabilities or assets), life cycle impacts (product
responsibility), management systems (management of material impacts), waste
                                                                                                  22
management and pollution control practices, resource efficiency (water and energy),
biodiversity and climate change footprint.

In selected cases where significant value can be unlocked for clients by reducing company
sustainability risk, Sustainable Capital will enter into collaborative, constructive, active
engagement with companies in which the Fund holds material positions. In the event that
the company is unresponsive to this approach, the firm may be required (by its fiduciary
duty) to escalate its involvement to a more overt role of shareholder activism.

At a country level, Sustainable Capital will conduct desktop fundamental research in order
to measure and rate the sustainability performance of African countries. This desktop
research will be verified through due diligence carried out on a country-specific basis.
In practical terms, the investment process will include location-based research, company
questionnaires, management interviews, site visits and extensive due diligence carried out
to assess corporate and national sustainability performance.

Example of Investment Process




Structuring

The portfolio will comprise of the top 50 companies ranked by the weighted average of the
market-value-independent financial factors and adjusted by proprietary country and
company sustainability factors. The firm will apply standardised adjustments to the
company financial factors to ensure that they properly reflect economic reality and thereby
avoid unintended weighting distortions. Where possible, three-year rolling data will be used
in the construction of the financial factors. The benchmark for the Fund will be led by client-
specific requirements. However for reporting purposes and in line with CFA (Chartered
Financial Analyst) guidelines on benchmarks, the most appropriate benchmarks for the
Fund will be a pre-specified, market-capitalization weighted index of the top 50 stocks in
the investment universe.

The investment process employs market-value-independent factors to weight portfolio
constituents rather than market capitalisation. The firm‟s responsible investment process
                                                                                                  23
emphasises a best-in-class approach whereby countries and companies with above-
average sustainability performance have a relatively higher weight in the portfolio and vice
versa. In exceptional cases where the firm‟s sustainability research reveals „red flag‟ issues
(e.g. gross human rights violations) selected country or companies may be excluded from
the portfolio universe (negative screening).


Investment Decision

Country and company sustainability ratings will be based on the firm‟s sustainability
assessment systems and will be reviewed by the Investment Committee and its Research
Partners on an ongoing basis. The research methods and underlying assumptions will be
interrogated and applied by the responsible investment analysts.
Trading and execution will be conducted by Sustainable Capital in collaboration with the
firm‟s administrators, International Management Mauritius Ltd (IMM). The sole objective of
the firm‟s trading will be to secure best execution on behalf of its clients.
Stocks that are excluded from the portfolio or down-weighted on the basis of quarterly
updated financial and sustainability factors will be exited over a time period that balances
market and execution risk.


Investment restrictions

The Fund will not invest in companies that do not have at least 50% of their revenues,
operating cash flows, net asset value, proven reserves, production volumes or indicative
net present value from African countries (excluding South Africa and the Common
Monetary Area).

No more than 20% of the gross assets of the Fund may be lent to or invested in the
securities of any one company or group (including loans to or shares in the Fund‟s own
subsidiaries) at the time the investment or loan is made.




                                                                                                 24
G.      MANAGEMENT OF THE FUND


The Board of Directors

The Board of Directors is responsible for the executive management of the Fund and the
appointment of the Investment Manager. They may at their discretion delegate any task of
management to an agent suitably experienced for the work involved.
The Board of Directors of the Fund consists of the following persons:


        (i)     Kevin Gordon Macdonald: He holds a Bachelor Degree in Social Science
                and a Honours Degree in Economics. Kevin has 13 years experience in
                the financial markets. From 1998 to 2005, he worked in the management
                of discretionary portfolios for SG Frankel Pollak Securities (South Africa)
                and Standard Equities (a wholly owned subsidiariy of Standard Bank of
                South Africa). Since 2005, he has been a full voting member of the Asset
                Allocation Commitee and the Investment Comittee of Frater Asset
                Management (Pty) Ltd, a South African asset management company with
                R15 billion in assets under management.

        (ii)    Bilal Ibrahim SASSA: Bilal holds a Bachelor of Commerce Honours in
                Economics from the University of Natal, Pietermaritzburg, South Africa.
                He also holds a Stockbroking licence from the Financial Services
                Commission since 1999. He joined Cim Stockbrokers in 2001 as Financial
                Analyst where he became General Manager in 2005. He is now the
                Managing Director of IMM. Bilal is also a Director on the Stock Exchange
                of Mauritius Ltd and is the vice chairman of the Central Depository &
                Settlement Co. Ltd

        (iii)   Ashwin H. Jugbandhan; FCCA, MSI: Mr Jugbandhan is a Fellow of the
                Association of Chartered Certified Accountants – UK, a Member of the
                Mauritius Institute of Professional Accountants and a Member of the
                Securities & Investment Institute – UK. He has over ten years of
                experience in global fund administration which he has acquired whilst
                working in Mauritius and the Channel Islands. He is currently responsible
                for the Fund Administration Operations of IMM. Prior joining IMM, he was
                with Northern Trust Guernsey, Channel Islands for a total of four years as
                Relationship Manager for Asia Pacific Region Private Equity Funds. He
                also worked as a Senior Manager in the global business department of
                Ernst & Young, Mauritius. He serves on the Board of a number of
                Collective Investment Schemes, Private Equity Funds and Closed-End
                funds.

Subject to the disclosure requirements and formality requirements of the Act in relation to
transactions with Directors and transactions in which Directors have an interest, a Director may
hold any other office or place of profit under the Fund (other than the office of Auditor) in
conjunction with his office of Director on such terms as to tenure of office and otherwise as the
Directors may determine, and no Director or intending Director shall be disqualified by his office
from contracting with the Fund either as vendor, purchaser or otherwise, nor shall any such
contract or any contract or arrangement entered into by or on behalf of the Fund in which any
Director is in any way interested be liable to be avoided.

Subject to the formality requirements of the Act and the Constitution, a Director shall be counted
in the quorum and shall be entitled to vote in respect of his appointment to hold any office or

                                                                                               25
place of profit under the Fund or the arrangement of the terms of any such appointment or in
respect of any contract or arrangement in which he is materially interested.

Saved and except for Director fees of USD3,000 which forms part of the service fees payable to
International Management (Mauritius) Ltd, no remuneration and benefits in kind has been
approved for the directors of the Fund in respect of the current financial year under the
arrangements in force at the date of the Listing Particulars

Mr. Ashwin H. Jugbandhan and Mr. Bilal Ibrahim SASSA being the employees of International
Management (Mauritius) Ltd, are deemed interested in the Administration Agreement entered into
between the Fund and the Administrator. Mr. Kevin Gordon Macdonald is a director of the
Investment Manager and as such is deemed interested in the Investment Management
Agreement entered into between the Fund and the Investment Manager.

Any Director may act by himself or through his firm in a professional capacity for the Fund, and he
or his firm shall be entitled to remuneration for professional services as if he were not a Director,
PROVIDED THAT nothing herein contained shall authorise a Director or his firm to act as Auditor
to the Fund.

Subject to any applicable provisions of Part IX Sub-Part E of the Act, any Director may continue
to be or become a director, managing director, manager or other officer or shareholder of any
company promoted by the Fund or in which the Fund may be interested, and no such Director
shall be accountable for any remuneration or other benefits received by him as a director,
managing director, manager, or other officer or shareholder of any such other company.

The Directors may exercise the voting power conferred by the shares in any other company held
or owned by the Fund or exercisable by them as Directors of such other company in such manner
in all respects as they think fit (including the exercise thereof in favour of any resolution
appointing themselves or any of them directors, managing directors, managers or other officers of
such company, or voting or providing for the payment of remuneration to the directors, managing
directors, managers or other officers of such company).

Subject to the Constitution, an interest register in which such matters in relation to the interest of
Directors as required by the Act will be kept by the Fund.

A Director interested in the shares of the Fund will make disclosures to the Board as are required
by section 156 of the Act.

Subject to the Constitution, the Directors may exercise all the powers of the Fund to borrow
money (including the power to borrow for the purpose of redeeming Class A Shares) and
hypothecate, mortgage, charge or pledge its undertaking, property, and assets or any part
thereof, and to issue debentures, debenture stock or other securities, whether outright or as
collateral security for any debt, liability or obligation of the Fund or any third party. No borrowing
shall be allowed for investment purposes.


Retirement of Directors

(a)   Subject to the Constitution and to the Act, the office of a Director of the Fund will become
      vacant at the conclusion of the annual meeting of the shareholders of the Fund
      commencing next after the Director attains the age of 70 years.

(b)   Where the office of director has become vacant under paragraph (a), no provision for the
      automatic reappointment of retiring directors in default of another appointment will apply to
      that director.


                                                                                                   26
(c)     However, a person of or over the age of 70 years may by an ordinary resolution of which
        no shorter notice is given than that required to be given for the holding of a meeting of
        shareholders, be appointed or re-appointed as a director of that Fund to hold office until
        the next annual meeting of the Fund or be authorised to continue to hold office as a
        director until the next annual meeting of the Fund.

(d)     The Fund at any meeting of shareholders at which a Director retires or is removed shall fill
        up the vacated office by electing a Director unless the Fund shall determine to reduce the
        number of Directors.

The Investment Manager

The Directors of the Fund have appointed Sustainable Capital Limited („Sustainable
Capital‟) incorporated under the laws of Mauritius as its Investment Manager (“Investment
Manager”). The Investment Manager will be responsible for the management of the assets
and the implementation and supervision of the Fund‟s investment policy.
The Investment Manager will perform its services pursuant to an Investment Management
Agreement with the Fund. Pursuant to the terms of the Agreement, the Investment
Manager has agreed to manage all aspects of the investment management services
provided to the Fund, including the selection of professional advisers and research
partners employed on behalf of the Fund.

The Agreement authorises without limitation the Investment Manager to delegate certain
responsibilities including the management of the investments of the Fund to any one or
more professional investment advisers.

                                                th
As per the Management Agreement, dated 27 April 2009, the Fund appoints the Manager
to be the sole manager of the Fund for the entire life of the Fund, unless the Manager‟s
appointment is terminated in accordance with Clause 7 of the Management Agreement.
The remuneration structure, detailed in Clause 6 of the Management Agreement, entitles
the Manager to be paid by the Fund a management fee equal to one point five percent
(1.5%) per annum (charged monthly) of the Fund‟s assets under management at each
monthly NAV calculation point with respect to investment management services rendered
to Class Portfolio of Class A Shares unless otherwise approved by the Directors and the
affected shareholder.

The Fund shall be entitled by written notice to terminate the Manager's appointment under
this Agreement if any of the following events have occurred (each a "Cause"):


      a finding by any court or governmental body of competent jurisdiction in a final
      judgment, or an admission by the Manager in a settlement of any lawsuit, that the
      Manager has otherwise committed a material breach of its duties under this Agreement
      and/or the Constitution, the Act, the FSC Rules or a material violation of applicable
      securities laws which has a material adverse effect on the business of the Fund or the
      ability of the Manager to perform its respective duties under the terms of this
      Agreement; or


      fraud, bad faith or wilful misconduct by the Manager in connection with the
      performance of its duties under this Agreement and/or the Constitution.

The Board of Directors of Sustainable Capital consists of the following persons:



                                                                                                  27
       (i)     Kevin Gordon Macdonald: Kevin holds a Bachelor Degree in Social
               Science and a Honours Degree in Economics. Kevin has 13 years
               experience in the financial markets. From 1998 to 2005, he worked in the
               management of discretionary portfolios for SG Frankel Pollak Securities
               (South Africa) and Standard Equities (a wholly owned subsidiariy of
               Standard Bank of South Africa). Since 2005, he has been a full voting
               member of the Asset Allocation Commitee and the Investment Comittee of
               Frater Asset Management (Pty) Ltd, a South African asset management
               company with R15 billion in assets under management.

       (ii)    Greg Barker: Greg holds a BTech Degree in Engineering from the Cape
               University of Technology, South Africa; a MPhil, Sustainability from the
               University of Cape Town; an MBA from Graduate School of Business,
               University of Cape Town; Greg has completed the CFA (Chartered
               Financial Analyst) program; Greg has 10 years sustainability and
               fundamental investment research experience most recently at Frater Asset
               Management (Pty) Ltd, a South African responsible investment asset
               management company with R15 billion in assets under management.

       (iii)   Lynton Burger: Lynton holds a BSC (Hons) and MSC from Rhodes
               University, South Africa. Lynton also holds an MBA from the University of
               Cape town, Graduate School of Business. Lynton has worked for close to
               20 years as a consultant, researcher and advisor in the broader
               sustainability field for corporate, government and donor agency clients in
               southern Africa, Europe, Canada, the Seychelles and Australia.

       (iv)    Premila Pydiah Dewoo: She completed her studies in the United
               Kingdom and is a fellow of the Association of Chartered Certified
               Accountants. Mrs Premila Dewoo has over 15 years of experience in
               auditing and accounting, having worked for one of the leading audit firms in
               Mauritius. She has carried out various assignments for both domestic and
               global business companies operating in various sectors such as financial
               services, manufacturing, hospitality and leisure, agriculture and retail. Mrs
               Dewoo joined International Management (Mauritius) Ltd in July 2005 as
               Finance Manager and currently looks after a portfolio of clients, including a
               number of funds.

       (v)     Ganessen P. Soobramanien: Ganessen is a qualified member of the
               Association of Chartered Certified Accountants (UK) and holds a BSc
               (Hons) degree in Economics. Ganessen is currently the business
               development manager of International Management (Mauritius) Ltd., the
               Fund Administrator. Ganessen has considerable experience in the
               structuring and administration of investment vehicles, ranging from private
               companies to private equity funds and hedge funds, which experience is
               expected to be useful to the Fund. Ganessen sits on the board of a few
               investment management companies. Ganessen joined IMM in 2004.



The Research Partner

Responsible Research, a South African based research group has been appointed as
Research Partner to the Fund.
The Investment Manager may appoint at any future time one or more professional
Investment Advisers, responsible for advice and recommendations on aspects of the

                                                                                               28
Fund‟s investment which fall within their field of expertise, the fees and expenses for which
would be borne by the Investment Manager.
The Research Partner shall perform its services pursuant to a Research Provider
Agreement with the Investment Manager.

Research Analysts:

Greg Barker: BTech Degree, Engineering, Cape University of Technology; MPhil,
Sustainability, University of Cape Town; MBA Graduate School of Business, University of
Cape Town; CFA program completed; Greg has 10 years sustainability and fundamental
investment research experience most recently at Frater Asset Management (Pty) Ltd, a
South African responsible investment asset management company with R15 billion in
assets under management.

Maciej Hrabar: Bachelor of Business Science (Finance), University of Cape Town; Post
Graduate Diploma in Accounting (PGDA), University of Cape Town; CA(SA), admitted to
The South African Institute of Chartered Accountants; MPhil Sustainability, University of
Cape Town; Maciej has 11 years industry experience.



The Administrator, Company Secretary

The directors of the Fund have engaged International Management Mauritius Ltd (“IMM”)
Port Louis, Mauritius, ("the Administrator") to act as the Administrator and the Company
Secretary of the Fund. The Administrator is licensed by the Financial Services Commission
of Mauritius to provide, inter-alia, incorporation, administration and trusteeship services to
Global business Licence companies such as the Fund. The Administrator is also qualified
to act as corporate Company Secretary under the Act. IMM Ltd was incorporated in 1992
and became the first management company in Mauritius to be licensed in the Mauritius
Global Business Sector. IMM Ltd is a member of Cim Group and is ultimately owned by
Rogers Co, one of the largest listed conglomerates in Mauritius.

Under the terms of the Administration Agreement, the Directors of the Fund have
appointed the Administrator to administer the day-to-day administration of the Fund,
including dealing with the Fund‟s correspondence, processing subscriptions and
redemptions, computing net asset values, maintaining books and records, disbursing
payments, establishing and maintaining accounts on behalf of the Fund and any other
matter usually performed in the administration of the Fund. The Administrator will keep
accounts of the Fund in accordance with International Financial Reporting Standards.

The Paying Bank

The Fund will maintain bank accounts at Barclays PLC. The Bank holds full banking
licences in Mauritius. The Bank serves as the Fund banking institution for purposes of
receiving subscription funds, disbursing redemption payments, processing cash
transactions not directly related to the portfolio of the Fund and remitting funds to and from
brokerage accounts in exchange for Shares. Barclays PLC will act as the principal bank for
the Fund insofar as appropriate.

As set out in the agreement with the Bank, payments from the Fund‟s bank accounts will
be limited to:

    (i)     Transfer of monies received from subscribers to the custody/brokerage
            account;


                                                                                                 29
    (ii)    Transfer of monies received from the custodian/brokerage account on to the
            investors having asked for redemption of their shares;

    (iii)   Payments for services rendered by the Investment Manager (Management
            Fees), the Administrator (Administration Fees), the Custodian Bank (Custody
            Fees) and the Directors (Directors' Fees and expenses);

    (iv)    Payment of audit, legal and any other expenses which may arise.

Barclays PLC will not provide any investment advisory or management service to the Fund
and will therefore not be in any way responsible for the performance of the Fund.


The Custodian

The Fund has entered into an agreement with Barclays PLC for the custody of the Fund‟s
assets. Barclays will act as regional area Custodian.

The Fund‟s assets held by the Custodian in its capacity as custodian are held in
segregated accounts. All non-cash assets are held on a fiduciary basis and separate from
the custodian‟s own assets.

Operation and Custody

Assets of the Fund will ordinarily be held in the custody of Barclays through which
transactions are executed. The Fund may utilize various counterparties to execute, settle
and clear transactions.



Auditor

Ernst and Young has been appointed as the first auditor of the Fund. Ernst and Young is a
firm of licensed auditors, having registered address situated at Level 20, Newton Tower, Sir
William Newton Street, Port Louis, Mauritius .



The Promoter

Mr Kevin Macdonald will be the promoter of the Africa Sustainability Fund. The Fund will not be
obliged to remunerate Mr Macdonald for the promotion of the Fund. No cash, securities or other
benefits have been paid or allotted to Mr Macdonald within the 2 years immediately preceding the
issue of the Listing Particulars, or are proposed to be paid after the issue of the Listing
Particulars.



Report and Financial Statements

The Fund will keep or caused to be kept complete and appropriate records and books of
accounts. The accounts will be prepared in accordance with International Financial
Reporting Standards. The books and records will be maintained at the registered office of
the Administrator.



                                                                                               30
                                         st
The financial year of the Fund ends 31 December with the first accounting period ending
      st
on 31 December 2009. Annual audited financial statements are available upon request by
the shareholders within 90 days following the end of the period to which they relate.


The Fund will issue an Annual Report and send to every shareholders a copy of the Annual
Report (and the auditor's report thereon if not already incorporated into the Annual Report) not
less than 14 days before the date of the Fund's annual meeting of shareholders.

An abridged version of the audited annual financial statements will be filed with the SEM as soon
as it is approved by or on behalf of the board and not later than 90 days after its balance sheet
date.

A copy of the Annual Report will be filed with the SEM within 90 days of, but not later than 6
months after its balance sheet date.

An interim (quarterly) report will be published within forty-five days of the end of the period to
which it relates.




                                                                                                     31
 I.     FEES, COSTS AND EXPENSES


Organisation Costs

All costs and expenses associated with the organisation of the Fund, including government
incorporation charges, professional fees, cost of dealing in the assets of the Fund, costs
and expenses incurred in obtaining a listing of the shares on any licensed securities
exchange, taxation and duties and any costs involved in the preparation and modification
of the constitution will be paid by the Fund.
All costs incurred in the preparation and publication of these Listing Particulars and other
disclosure documents as well as the application for listing will be borne by the Fund. The
estimated expenses for the application of listing of the Fund are as follows:-
Application fee payable to SEM                   USD1,500
Legal Fee                                        USD7,500 (plus VAT)
Administrative services to IMM                   USD2,000
Total (approximately)                            USD12,000 (twelve thousand dollars).


Investment Manager Fees

The Investment Manager will receive an annual fee of 1.5% based on the assets under
management at the monthly valuation dates or such amount and on such terms as may be
agreed by the Manager and the Fund. The fees will be payable monthly in arrears.

The Research Partner Fees

As consideration for the services to be provided under the Investment Research
Agreement dated 10 March 2009 between the Research Partner and the Investment
Manager, the Investment Manager shall pay to the Research Partner;

(i)     either a monthly retainer to secure the sole services of the Research Partner; or

(ii)    a combination of a monthly retainer and an ad hoc fee based on the provision of a
        detailed invoice from the Research Partner.

The amount of this fee will vary according to the work commissioned and will be negotiated
on an ad hoc basis between the parties.

Custody Fees

The Custody agreement provides for the fee schedule of the Custodian for the ongoing
custodial services provided to the Fund. The fees schedule may be reviewed from time to
time by mutual agreement.

Administration Fees
The administration agreement provides for the fee schedule of the administrator for the
annual administration charges, preparation of financial Statements, secretarial fees and
provision for registered office and due diligence on each investor The fees can be adjusted
by mutual consent between the Administrator and the Fund.




                                                                                               32
Ongoing Operational Fees and Expenses.

The Fund will be responsible for payment of all other expenses including, without limiting
the generality of the foregoing, the Administrator's fees, the Custodian‟s fees and any
Broker‟s fees, the annual Mauritius registration charges, fees and expenses of its Auditor,
legal advisers, the out-of-pocket expenses incurred by the Administrator or the Manager on
behalf of the Fund, the clearing fees (i.e. all brokerage and trading charges), Directors'
fees, the cost of printing and distributing periodic and annual reports and statements to
shareholders as may be requested. These management expenses will be charged on a
basis that is least disruptive to existing shareholders and at the discretion of the Board out
of the assets of the Fund.




                                                                                                 33
H.      SHARE CAPITAL STRUCTURE

The stated capital of the Fund shall consist of Management Shares and Participating Shares of
par value of US$1.00 each, which may be of different class as the Board may issue from time to
time. Each class may be sub-divided into series.


Management Shares shall be non-redeemable voting shares having par value of USD 1.00 each.
At the time of incorporation of the Fund, [1] Management Share has been issued at nominal price
to the Investment Manager.

Participating Shares shall be redeemable shares with non voting or with limited voting rights
having par value of USD 1.00 each. The Directors may from time to time establish separate
Classes of Participating Shares, which they resolve to create. Where the Directors decide to
issue Participating Shares of different Classes, there shall be established a separate portfolio for
each Class (a “Class Portfolio”) in which the shares are from time to time designated.

The following provisions shall apply to each Class Portfolio:

        (a)     the proceeds from the allotment and issue of each Class of shares shall be
                applied in the books of the Fund to the Class Portfolio established for that Class
                of shares, subject to the provisions of the Constitution;

        (b)     where any asset is derived from another asset (whether cash or otherwise), such
                derivative asset shall be applied in the books of the Fund to the same Class
                Portfolio as the asset from which it was derived and on each revaluation of an
                Investment the increase or diminution in value shall be applied to the relevant
                Class Portfolio and moneys applied in the course of the redemption of the Shares
                by the Fund shall be accounted for out of the Class Portfolio maintained in
                respect of such Class of shares;

        (c)     where an asset attributable to any Class Portfolio gives rise to an income, profits
                or liability, such income, profits or liability shall be applied in the books of the
                Fund to the same Class Portfolio as the asset from which it derived;

        (d)     in the case of any asset of the Fund (not being attributable to the Management
                Shares) which the Directors do not consider is attributable to a particular Class
                Portfolio or Class Portfolios, the Directors shall have discretion, to determine the
                basis upon which any such asset shall be allocated between Class Portfolios and
                the Directors shall have power at any time and from time to time to vary such
                basis;

        (e)     the Directors shall have discretion, to determine the basis upon which any
                liability, expense (including the formation expenses of the Fund, of the structure
                for investing in Investments and of the issue of the shares), cost, charge or
                reserve shall be allocated between Class Portfolios (including conditions as to
                subsequent re-allocation thereof if circumstances so permit) and shall have
                power at any time and from time to time to vary such basis;

        (f)     the costs of issue of any Class of shares shall be borne out of the Class Portfolio
                maintained in respect of that Class of shares.


Save as otherwise provided above and subject to the Constitution, the assets so held in each
Class Portfolio shall be applied solely in respect of shares of the Class to which such Class
Portfolio appertains.

                                                                                                 34
The Offer

The current offering is regarding Class A Shares of Africa Sustainability Fund for a
minimum amount of USD 5,000,000 made up of Class A Shares which shall be
redeemable non-voting participating shares having par value of USD 1.00 each and shall
be issued at Issue Price.



The rights and restrictions attached to the various classes of shares are set out below:

Shareholder rights

Class A Shares.

Class A Shares shall not confer on the holders any right to vote at Meetings of
Shareholders, but shall be entitled to profits and capital distributions of the Fund. Class A
Shares will be issued at the price of USD 1,000 (par value plus a premium of USD 999 per
share) each at the first closing of the Fund and may be issued subsequently at a price
corresponding to the Net Asset Value of such Class A Shares.

Class A Shares shall be entitled to dividends as may be declared at the discretion of the
board of directors of the Fund out of profits available for distribution. Class A Shares may
also be redeemed at their Net Asset Value at the option of the Fund and on application by
a shareholder on a Dealing Day by investors under the procedure set out in the section
dealing with Distributions below. The redemption of the Shares of the Fund shall be made
only out of funds available from the assets and proceeds of the Class Portfolio.

Any pre-emption rights on issue of Class Shares are negated.

No person other than a Qualified Holder shall be or remain registered as a holder of Class
A Shares and the Directors may upon an application for Class A Shares or on a transfer of
Class A Shares or at any other time require such evidence to be furnished to them in this
connection as they shall in their discretion deem sufficient and in default of such evidence
being furnished to the satisfaction of the Directors, the Directors may require the
redemption or transfer of such shares.


Management Shares

The Management Shares will have full voting rights as set forth in the Constitution but will
have no right to participate in the profits and capital distributions of the Fund, except on
winding up of the Fund where the Management Shares shall be entitled to distributions up
to the nominal value of the Share. Management Shares shall not be redeemable.




                                                                                                35
I.      SUBSCRIPTION PROCEDURE

Eligibility

Only Qualified Holders shall be allowed to subscribe for Class A Shares in the Fund. .


Initial Subscription and Initial Charge
The Initial Subscriptions for “Africa Sustainability Fund”, Class A Shares” will start on [
the Dealing Day in the month of October and , subject to the Fund receiving subscription
of minimum Rs 20 million (or equivalent) and the option to extend or bring the closing date
forward. Such initial subscription in the Fund per investor must be for a minimum amount
equivalent to USD 100,000.00 and USD 10,000 for each subsequent Subscription.
Investors wishing to purchase Class A Shares (of the Fund must submit to the
Administrator, a completed Subscription Agreement Form, as attached to these Listing
Particulars, before the close of business on 28 October 2009 specifying the number of
Class A Shares for which they want to subscribe. Receipt of funds or proper confirmation
from the remitting bank of the payment no later than 2 Business Days before the close of
business on the relevant Dealing Day is compulsory.


Succeeding Subscriptions
After the close of the Initial Subscription Offer Period, subscription documents must be
received by the Fund no later than 2 Business Days before the close of business on the
relevant Dealing Day. Subscriptions received late will be processed at the next Dealing
Day. After the close of the Initial Subscription Offer Period all subscriptions will be priced at
the Net Asset Valuation of the Fund.
To subscribe for Shares of the Fund, investors must sign and submit the completed
Subscription Agreement Form specifying on the form the relevant (Share Class) being
subscribed for.
Notification of receipt of the application forms and receipt of the payment will be mailed
within 10 Business Days from the date of issue of Shares of the Fund.
Should the subscription value exceed 5% of the assets under the management of the
Fund, the Fund Manager reserves the right to process the subscription over a period of 3
months so as to minimise any trading impact on the remaining shareholders. In accordance
with best practice and in order to limit the significant cash flow effect on existing
shareholders, the implementation of this significant subscription shall be conducted through
temporary accounts held by the Fund‟s custodians, Barclays Bank PLC. Implementation
occurs within this temporary account until such time as the temporary fund portfolio is
aligned within the mandate of the Fund portfolio, but not longer than 90 days after the
subscription notice. When this alignment has been reached, the temporary account
portfolio is moved to the Fund portfolio at the next NAV date. All price movements that
occur within this temporary account over this subscription period will be for the investors
account.


The Fund has not appointed any underwriters to underwrite the issue for the Fund.




                                                                                                    36
Payment Instructions
Payment of subscription monies should be made by wire transfer in U.S. Dollars but may
be made in another currency in accordance with arrangements made with the Board of
Directors. Payment instructions are set out in Annex 2 to these Listing Particulars.


Confirmation and Share Certificates
The Administrator will issue a confirmation of the number of shares purchased within 10
Business Days from the date when the Net Asset Value is available.
The Subscription Details are attached in Annex 2 to these Listing Particulars.
No share certificate will be issued in respect of any shares of the Fund. Evidence of title to
the share will be in the form of any entry into the share register kept by the administrator.


Anti-Money Laundering Regulations
As part of the Fund‟s responsibility for the prevention of money laundering, the Fund and
the Administrator may require a detailed verification of a prospective investor‟s identity and
the source of the payment. The Administrator may require detailed verification of a
subscriber‟s and its owners‟ identities before a subscription or redemption can be
processed. For example, an individual may be required to produce a certified or notarised
copy of a passport or driver‟s license and evidence of his or her address, such as a utility
bill or bank statement, and date of birth. In the case of a corporate subscriber, the
Administrator may require production of a certified copy of the certificate or articles of
incorporation (and any change of name), certificate of corporate good standing (or the
equivalent), and the name, occupation, date of birth and residential and business address
of each shareholder, director and officer of the subscriber. Trusts, partnerships, limited
liability companies and other entities that subscribe for Shares may be required to provide
organisational documents that verify the existence of the entities and the authority of the
signatories who sign their subscription agreements, as well as similar information about
trustees, beneficiaries, partners, members and managers.
The Administrator reserves the right to request any information that it considers necessary
under such laws, rules, regulations, treaties and other restrictions. If the subscriber delays
or fails to produce any such information, the Administrator may refuse to accept the
subscription and the subscription funds.
If the Fund or any functionary which is subject to the jurisdiction of the Financial Services
Commission has a suspicion or belief that a payment to the Fund (by way of subscription or
otherwise) is derived from or represents the proceeds of criminal conduct, that person is
compelled under applicable legislation to report such suspicion to the Financial Intelligence
Unit and the Financial Services Commission of Mauritius.
Depending on the circumstances of each application, a detailed verification might not be
required where:
a)   the investor makes the payment from an account held at a recognised financial
       institution, or
b)   the application is made through a recognised intermediary.
These exceptions will only apply if the financial institution or intermediary referred to above
is within a country deemed as having adequate anti-money laundering regulations.
Recognition of an intermediary shall always be done by the Administrator in consultation
with the Board of Directors. The Board‟s decision in the matter is final. The Administrator
and the Board of Directors both reserve the right to request such information as is
necessary to verify the identity of an investor and the source of the payment.

                                                                                                  37
In the event of delay or failure by the applicant to produce any information required for
verification purposes, the Administrator and the Board of Directors both may refuse to
accept the application and the subscription moneys relating thereto.


Miscellaneous
The Board of Directors of the Fund reserves the right to reject any application in whole or in
part at their sole discretion.




                                                                                                 38
J.      DISTRIBUTIONS


Redemption Procedure and Redemption Price for Shares of the Fund.

A shareholder shall have the right to redeem shares in the Fund in whole or in part, on a
monthly basis (or such other times the Board of Directors shall determine) by giving not
less than 45 Business Days prior written notice to the Administrator of the Fund. The Fund
shall not pay interest to the redeeming shareholder on any payment, except in the case of
extraordinary circumstances, such as an inability to liquidate existing positions in a
commercially reasonable manner, or the default or delay in payments due to the Fund from
brokers, banks or other persons.
Payment of the redemption proceeds will be made within 10 Business Days following the
Dealing Date.


The Redemption Price shall be paid within 10 days subsequent to the determination of the
Net Asset Value on the relevant Dealing Day. Conversion to another Class of Shares within
the Fund may be requested, in which case the Investment Manager will, subject to
acceptance, use its best endeavours to synchronise redemption and re-investment. The
notice of redemption or conversion is only valid and effective on receipt by the
Administrator.
Should the redemption value exceed 5% of the assets under the management of the Fund,
the Investment Manager reserves the right to process the redemption over a period of 3
months so as to minimise any trading impact on the remaining shareholders.
The Redemption Form is attached in Annex 4 to these Listing Particulars.
The Redemption Price will be the Net Asset Value per Share of the Fund at the close of
business on the applicable Valuation Date.
Monies redeemed will be wire transferred to the bank account nominated by the
Shareholder on the redemption request. This must be the account from which the
subscription was received, registered to the shareholder as a subscriber. Should this not
be possible the Fund‟s Board of Directors will require additional information and reserve
the right to withhold the monies until completely satisfied.



Suspension of the Calculation of Net Asset Value and the Right of Redemption

The Board of Directors may suspend the right of the shareholders to require the Fund to
redeem Shares of the Fund during any period when:

a)    Any exchange on which a substantial part of securities owned by the Fund traded is
      closed, otherwise than for ordinary holidays, or dealings thereon are restricted or
      suspended;

b)    There exists any state of affairs as a result of which

      (i)    disposal of investments of the Fund would not be reasonably practicable or
             cannot be completed in a timely fashion to meet redemption requirements and
             might seriously prejudice the shareholders of the Fund or

      (ii)   it is not reasonably practicable for the Fund fairly to determine the value of its
             net assets;

                                                                                                  39
c)         None of the requests for redemption which have been made may be lawfully
           satisfied by the Fund in U.S. Dollars or any other currency in question;

d)         There is a breakdown in the means of communication normally employed in
           determining the prices of a substantial part of the investments of the Fund or

e)         Investments of the Fund cannot be liquidated in a timely fashion to meet redemption
           requirements without having a significant adverse effect on the Fund

The Board of Directors also have a general discretion to suspend redemption where it
considers that it is in the interest of Shareholders as a whole to do so.
The investors wishing to redeem Shares of the Fund will be notified of the existence of any
suspension and may withdraw their redemption instruction. Unless a redemption request is
withdrawn, redemption will be effected by the Fund on the next Dealing Day following the
lifting of a suspension.
The Board of Directors do not anticipate any suspension of the redemption procedures
except in the most exceptional circumstances such as the closure or suspension of trading
on a relevant market, or of extreme volatility or illiquidity in the relevant markets which
could affect the selling shareholders interests, or in the event of the liquidation and
dissolution of the Fund.


Compulsory Redemption

Under the constitution of the Fund, the Directors have powers to compulsorily redeem the
shares of a Class A Shareholder in circumstances where

     (i)        such shareholder no longer meets the eligibility criteria for an investment in the
                Fund;

     (ii)       the shareholding constitutes or is likely to constitute a violation of laws or
                regulations of the jurisdiction to which such shareholder is subject to or subject
                of, or otherwise applicable to it;

     (iii)      the shareholding may expose the Fund or any of its shareholders or Directors to
                adverse tax or other pecuniary consequences; or

     (iv)       such shareholder is a custodian, nominee, or trustee for any person or entity
                described in (i), (ii) and (iii) above

Net Asset Valuation

The Net Asset Value of all the Shares of the Fund is expressed in USD. In alignment with
Sustainable Capital‟s policy to provide GIPS-compliant (Global Investment Performance
Standards) performance reporting, the net asset value of the Fund will be measured at the
time of all major external cash flows. Initially, this will be on the monthly valuation date (as
per the subscription period). Performance will be reported as time-weighted total returns in
common currency terms net of actual trading expenses.
The Board of Directors of the Fund have appointed the Administrator to have the
responsibility of determining the Net Asset Value per share as of each Valuation Date. The
Administrator shall do this in accordance with International Accounting Standards and the
Constitution of the Fund.




                                                                                                     40
The Administrator will calculate the Net Asset Value per Share on each Valuation Date by
calculating the Total Net Assets of the Fund and by dividing that sum by the number of
Shares of the Fund in issuance.

The Directors acting unanimously are empowered to declare a suspension of the
calculation of the Net Asset Value of a particular Class. Each declaration by the Directors
shall be consistent with such official rules and regulations (if any) relating to the subject
matter thereof as shall have been promulgated by any authority having jurisdiction over the
Fund as shall be in effect at the time.
Where the Board of Directors so directs, no issue or redemption of Shares of a particular
Class shall take place during any period when the calculation of the Net Asset Value of that
Class is suspended. The Fund may withhold payment to persons whose shares have been
redeemed prior to such suspension until after the suspension is lifted, such right to be
exercised in circumstances where the Directors believe that to make such payment during
the period of suspension would materially and adversely affect and prejudice the interests
of continuing shareholders of that Class.



Reports to SEM


Within 15 days as at the end of each month a statement of Net Assets Value of the Fund
will be submitted to the SEM and published in at least two widely circulating daily
newspapers


Registration and Transfer of Shares

Class A Shares may be transferred to other existing shareholders and other investors
meeting the eligibility criteria of for an investment of the Fund. All transfers of shares shall
be conditional on the approval of the board of directors of the Fund and on completion of all
mandatory legal requirements for such transfer.

Dividend Policy

Dividends may be declared at the discretion of the board of directors on Class A Shares
depending on the overall profitability and performance of the Class Portfolio and subject to
the discretion of the directors to create such reserves as may be deemed reasonably
necessary. The Board will aim to approve and make payment any relevant dividends within
30 days of approving the Fund‟s annual audited financials.[the approximate dates on which
distributions will be made]



All unclaimed dividends may be invested or otherwise made use of by the Directors for the
benefit of the Fund until claimed. No dividend shall bear interest against the Fund. The
payment by the Directors of any unclaimed dividend or other moneys payable on or in
respect of a share into a separate account shall not constitute the Fund a trustee in respect
thereof and any dividend unclaimed after a period of six years from the date of declaration
of such dividend shall be forfeited and shall revert to the Fund.




                                                                                                   41
K.      TAXATION AND EXCHANGE CONTROL

Mauritius

The Fund is registered with the Financial Services Commission as a Collective Investment
Scheme. The Fund holds a Category 1 Global Business Licence for the purpose of the
Financial Services Act, 2007 and will be liable to tax in Mauritius at the rate of 15% of its
net income. However, the Fund will be entitled to a deemed tax credit equivalent to the
higher of the actual foreign tax suffered or 80% of the Mauritian tax on its foreign source
income.
Currently, capital gains on sale of units/securities are exempt from tax in Mauritius. There
is no withholding tax payable in Mauritius or in respect of payments of dividends to
shareholders in respect of redemption or exchange of shares. The Fund has obtained a tax
residence certificate from the Income Tax Authorities of Mauritius and such certification is
determinative of its resident status for Double Tax Agreements (DTA) purposes.
Accordingly the Fund qualifies as a resident of Mauritius for the purposes of all DTA. On
this basis, the Fund is entitled to certain relief from foreign tax subject to continuance of the
current terms of such DTA.
The comments set out above regarding the incidence of taxation are based on the relevant
law and practice (where applicable) as at the date of these Listing Particulars. However,
neither the Fund nor its advisers in any way warrant the tax position outlined above, which
in any event is subject to changes in the relevant legislation and interpretation and
application thereof.
All exchange control regulations have been suspended in Mauritius. In the event such
regulations are re-introduced, it is expected that they will not apply to the Fund since the
Fund qualifies as a Category 1 Global Business Company in Mauritius for the purposes of
the Financial Services Act. Any payments made to or by the Fund are therefore not
restricted by exchange control regulations in Mauritius.
Prospective investors should consult their professional advisers on the possible tax
consequences of buying, selling, holding or redeeming Shares of the Fund under
the laws of their country of citizenship, residence or domicile.
Investors are also advised to inform themselves as to any Exchange Control
regulations applicable in their country of residence to their buying, selling, holding
or redeeming Shares of the Fund.




                                                                                                    42
L.      MATERIAL CONTRACTS

The following contracts, which are considered material by the Directors of the Fund, have
been entered into as of the date listed below:
                                                         th
a)    An Investment Management Agreement dated 27 April 2009 between the Fund and
      the Investment Manager whereby the Board of Directors of the Fund appoints the
      Investment Manager, subject to the overall control and direction of the Directors, to
      provide investment management of the assets of the Fund. The Manager shall be
      entitled to appoint and enter into an agreement with professional advisers to provide
      research services and discretionary investment management of the Fund on its
      behalf within the investment parameters proposed.
                                                    th
b)    An agreement for custodial services dated 27 April 2009 between the Fund and the
      Custodian Bank, whereby the Custodian Bank was appointed to act as the custodian
      for the Fund and to hold to its order the investment portfolios of the Fund segregated
      from any other portfolio.
(c)   An Administration Agreement between the Fund and the Administrator for
      administration, company secretarial, registrar and transfer agent.


The agreements above contain certain provisions whereby the Fund exempts and
indemnifies the other parties from liability not due to negligence or wilful default.




                                                                                               43
M.       RISKS


Risks

Investment Risks

There can be no assurance that the Fund will achieve its investment objective, not lose
capital or that the Investment Manager‟s judgement will result in profitable investments by
the Fund. No guarantee or representation is made that the Fund investments will succeed.
The Fund may rely upon projections, forecasts or estimates developed by the Investment
Manager, the Research Partner or a company in which the Fund is invested concerning the
company‟s future performance and cash flow. Projections, forecasts and estimates are
forward-looking statements and are based upon certain assumptions. Actual events are
difficult to predict and beyond the control of the Investment Manager. Actual events may
differ from those assumed. Some important factors which could cause actual results to
differ materially from those in any forward-looking statements include changes in interest-
rates; domestic and foreign business, market, financial or legal conditions and differences
in the actual allocation of the investments of the Fund among asset groups from those
assumed herein. Accordingly, there can be no assurance that estimated returns or
projections can be realized or that actual returns or results will not be materially lower than
those estimated therein.
An investment in the Fund involves risk and should therefore only be undertaken by
investors capable of evaluating the risks of the Fund and bearing the risks it represents.
Prospective investors should carefully consider the following factors in connection with
purchase of interests in the Fund. Investors must rely upon their own examination of and
ability to understand the nature of this investment, including the risks involved, in making a
decision to invest in the Fund.

The Investment Manager shall manage the assets of the Fund and will be exclusively
responsible for its investments decisions and implementation. The investors will not be able
to make investment or other decisions in the business of the Fund. Therefore, the success
of the Fund will depend upon the ability of the investment manager to source, select,
complete and realize appropriate investments.

Volatility Risk

Any Fund investing in the stock market is exposed to volatility risks due to its intrinsic link
to share values which fluctuate over time. Hence, the Fund may from time to time
experience unpredictable changes in value of its shares. The investment process of the
Africa Sustainability Fund will attempt to mitigate this risk by:

     a) Fully integrated Sustainability Research - incorporating non-financial risk
        assessments into a market value independent universe of shares should reduce
        the exposure to shares that have a lower visibility of future earnings and a higher
        possibility of price volatility.

     b) The market value independent nature of the Fund should lower the growth bias
        that is present in market capitalisation weighted indices whereby overpriced
        securities systematically reflect a higher weight in the portfolio and vice versa. As
        price is not a determinant in the construction of the Africa Sustainability Fund the
        investment process seeks to minimize participation in sector/theme bubbles and
        avoid the bias to buy shares that have a high relative price and sell shares that
        have a low relative price.


                                                                                                  44
 Foreign Securities Risk and Currency Risk

 The investments held by the Africa Sustainability Fund are companies operating in Africa
 and may be listed in various African countries, as well as other global exchanges. Such
 foreign investments involve additional risks, including currency-rate fluctuations and
 differences in financial reporting requirements.

 Additionally, the portfolio of the Africa Sustainability Fund is geographically diversified across
 African countries and currencies. The main currencies that the Africa Sustainability Fund is
 exposed to are the USD, EURO, EGP (Egyptian Pound), MAD (Moroccan Dirham), NGN
 (Nigerian Naira), KSH (Kenyan Shilling), MUR (Mauritian Rupee), TND (Tunisian Dinar), Algerian
 Dinar (DZD), Zambian Kwacha (ZMK) and the (BWP) Botswana Pula. Empirical evidence
 suggests that currencies in Africa (excluding South Africa) have low correlation to developed
 markets when compared to other emerging markets. As a result of different underlying economic
 drivers, regional African currencies also tend to display low correlation to one another. As a
 consequence, the Africa Sustainability Fund benefits from significant currency diversification that
 minimises systematic exchange rate risk.

 The investment process of the Africa Sustainability Fund will attempt to mitigate these risks
 by:

a) Companies operating in countries that have a high score in the Sustainability
   Assessment will be assigned a higher weighting in the Passive portfolio. The
   currencies of such countries that have relatively higher Sustainability Assessment
   scores should be exposed to less volatile adjustments than may be associated with less
   well governed countries and hence overall portfolio volatility should be lower.

b) Conducting proprietary research at a company and country level and making any
   adjustments to financial data that is necessary to compare such information in a credible
   manner across all companies.


 Data Risk

 Information sources used are exclusively first-hand or independently verified data sourced
 from proprietary research including country visits, government interviews, regular company
 visits, management interviews, director engagements and analysis of material stakeholders
 (competitors, customers, suppliers, labour, community, environment) of the target
 company.

 Derivative Risk

 There is no use of derivatives in the Africa Sustainability Fund and hence, this risk is zero.

 Political Risk

 Although governance is constantly improving in Africa, investing across many different
 political structures that include new and untested democracies has a higher risk than other
 less volatile political environments. The investment process of the Africa Sustainability
 Fund attempts to mitigate these risks by:

     a) Assigning a higher Sustainability Assessment score to countries that have
        relatively better governance practices;



                                                                                                  45
    b) Assigning a relatively higher weighting in the portfolio to companies which operate
       within these environments.

Political risks may impact asset valuations in African countries, including the value of currencies,
which we see as the „share price‟ of a country. In fact, we believe that these risks are often
chronically mispriced (both over- and under-valued) by financial markets due mainly to short-
termism. For this reason, we place great emphasis on addressing country risk within our
investment process

Geographic Risk

Despite the good returns expected by the companies operating in Africa, investors should
anticipate that the geographic risk of investing in Africa is higher than other more mature
investment destinations.
The portfolio constituents of the Africa Sustainability Fund include the top 50 shares in Africa
(excluding South Africa and the Common Monetary Area) based on a market-value independent
weighting of fundamental factors (revenue, operating cash flow, cash dividends and net asset
value) with a sustainability overlay at both country and company levels. The portfolio is
geographically diversified across African regions, currencies, sectors and across global stock
exchanges. The relatively low correlations between African equity returns and developed market
returns make African equity exposure attractive within the context of a global investor‟s portfolio.

In addition, the key geographic regions of Africa (North Africa, West Africa, East Africa, Central
Africa and Southern Africa) are driven by a diverse range of underlying sector exposures
(agriculture, mining, services, industry), providing further diversification within the portfolio. For
example, the Moroccan economy is highly geared to agriculture whereas the Nigerian economy is
closely linked to oil and gas revenues. The high level of stock diversification in the fund minimises
systematic (beta) risk.

The investment process of the Africa Sustainability Fund attempts to mitigate these risks
by:

    a) Assigning a higher Sustainability Assessment score to countries that have
       relatively better governance practices;

    b) Assigning a relatively higher weighting in the portfolio to companies which operate
       in these environments;

    c) By investing across many different countries in an attempt to mitigate country
       specific risk.

Time horizon

    a) Long-term (3+ years),
    b) Low portfolio turnover (target < 15% per annum) and
    c) Long average holding periods.
       The time horizon is aligned with investment philosophy (chronic inefficiencies,
       sustainability research) and market constraints (liquidity, depth).


Liquidity Risk

On many African stock exchanges liquidity may hamper the Fund‟s ability to trade without
disrupting the natural price movements of a company‟s shares. Sustainable Capital will
attempt to mitigate this risk by:

                                                                                                   46
    a) Managing any large subscriptions or redemptions over a longer time period than is
       normal;

    b) Seeking to acquire blocks of shares to trade rather than disrupt the market;

    c) Limiting the size of the Fund;

    d) Its market-value-independent based investment process, which limits trading costs
       and portfolio turnover.

    e) Including a liquidity ranking system in the investment process.


Other Market Risks

Financial markets have become increasingly volatile. Wide swings in market prices that
have been a feature of smaller and less developed markets are also becoming common in
major financial markets. In many instances, market prices defy rational analysis or general
expectation. At times, market sentiment may be influenced by movements of large funds as
a result of short-term factors, counter-speculative measures or other reasons. Market
volatility of a large enough magnitude can sometimes weaken what is deemed to be a
sound fundamental basis for investing in a particular market. Investment expectations may
therefore fail to be realized in such instances.


Multinational Litigation

Because of the multinational nature of the Fund and its operations, it may be difficult to join
all appropriate parties to an action involving the Fund, and judgments may be difficult or
impossible to enforce against all appropriate parties. Changes in laws of jurisdiction may
make the investment illegal, resulting in mandatory withdrawal, for which there is illiquidity
risk on disposal of underlying assets for accomplishment of mandatory withdrawal. As the
Fund may not retain cash, the Fund may not be able to bear the impact.




                                                                                                  47
Indemnification

The Fund will be required to indemnify the Management Company, its affiliates and related
parties for liabilities incurred in connection with the affairs of the Fund. Such liabilities may
be material. The indemnification obligation of the Fund would be payable from the assets of
the Fund, including the unpaid capital commitments of the investors.



Tax Risks

Mauritius has, as a tax planning jurisdiction focused the development of its Global
Business sector on the use of its growing networks of Double Taxation Avoidance (DTA)
Treaties. Mauritius has been used as a route for investment into emerging regions such as
India and China. So far Mauritius has concluded 33 tax treaties and is currently waiting on
fourteen others.

Reliance on DTA

Currently, capital gains on sale of units/securities are exempt from tax in Mauritius. There
is no withholding tax payable in Mauritius or in respect of payments of dividends to
shareholders in respect of redemption or exchange of shares. The Fund has to obtain a tax
residence certificate from the Income Tax Authorities of Mauritius and such certification is
determinative of its resident status DTA purposes. Accordingly the Fund qualifies as a
resident of Mauritius for the purposes of all DTA. On this basis, the fund is entitled to
certain relief from foreign tax subject to continuance of the current terms of such DTA

Investors should note that taxation of the income of the fund arising from its investments in
the Host country is expected to be minimized under the provisions of a DTA. No assurance
can be given that the terms of the DTA will not be subject to re-negotiation in the future.
Any change in the DTA could have a material adverse effect on the returns of the fund.
There can be no assurance that the DTA will continue and will be in full force and effect
during the life of the fund. There can be no assurance that the Fund will be able to obtain
or maintain the benefit of the DTA.

Potential Conflicts of Interest

Some of the directors of the Fund may also serves on the Board of and also on the board
of the Investment Manager or of the Research Partner. It is to be noted that the services of
the Investment Manager are exclusive to the Fund and no conflict or potential conflict other
than disclosed in these Listing Particulars are contemplated in the performance of the
Investment Manager‟s functions to the Fund. The services of the Research Partner are not
exclusive to the Fund and the Research Partner may give services to other investment
entities which may be in competition with the Fund.


Company Law

The Fund may only make a distribution to its Investors or pay the redemption price upon a
redemption of the Class Shares if it satisfies the solvency test prescribed by the Act. As long as
the Fund qualifies as an investment company under the Act, the Fund satisfies the solvency test
where it is able to pay its debts as they become due in the normal course of business and the
value of its assets is greater than the value of its liabilities. In addition, the Fund may only pay

                                                                                                    48
dividends out of retained earnings, after having made good any accumulated losses at the
beginning of the accounting period. These limitations may adversely affect the ability of the Fund
to make distributions or pay the redemption proceeds to the Investors.

A distribution made to a shareholder at a time when the Fund did not, upon distribution being
made, satisfy the solvency test may be recovered by the Fund from the shareholder unless -

(a)     the shareholder received the distribution in good faith and without knowledge of the
        Fund's failure to satisfy the solvency test;

(b)     the shareholder has altered the shareholder's position in reliance on the validity of the
        distribution; and

(c)     it would be unfair to require repayment in full or at all.

A Director who failed to take reasonable steps to ensure the procedure set out for distribution
under the Act was followed or who signed a solvency certificates, as the case may be, shall be
personally liable to the Fund to repay to the Fund so much of the distribution which cannot be
recovered from shareholders.

If the Fund as a whole has made a loss in a particular financial year or fails to satisfy the solvency
test or does not have any retained earnings after deduction of accumulated loss, then the
Directors cannot recommend a dividend of a particular Class even if that Class has made profits
during that year.

Risks associated with a multi-class company

In a multi-class Fund the assets attributable to individual Class Portfolios are not protected from
the creditors of other Class Portfolios. In the event that the liabilities of one or more Class
Portfolios exceed the assets of these respective Portfolios, the Fund may be compelled to meet
the deficiency by drawing on assets of other Class Portfolios. Creditors of the insolvent Class
Portfolios may also attach the assets of other Class Portfolios. This could directly and/or indirectly
result in partial or total loss in the Net Asset Value of solvent Class Portfolios.

Also, at the time of each redemption of any Class Shares, the Fund as a whole would have to
meet the Solvency Test. In case the Fund does not meet the Solvency Test, then redemption of
Shares of a particular Class Portfolio would not be possible.




                                                                                                   49
N. INDEMNIFICATION


Directors

Every Director, officer or liquidator of the Fund shall be indemnified out of the assets of the
Fund

(a)       for any costs incurred by such Director in respect of any proceedings –

          (i)     that relates to liability for any act or omission in his capacity as a director
                  and

          (ii)    in which judgment is given in his favour, or in which he is acquitted, or
                  which is discontinued or in which he is acquitted, or which is discontinued
                  or in which he is granted relief by the Court in respect of any negligence,
                  default, or breach of duty where proceedings are threatened and such
                  threatened action is abandoned or not pursued

(b)       against liability to any person, other than the company or a related company, for
          any act or omission in his capacity as a director, including costs incurred by that
          director defending or settling any claim or proceedings relating to any such liability



Investment Manager


Under the term of the Investment Management Agreement, neither the Investment
Manager nor any of its affiliates, and/or their respective members, partners, managers,
stockholders, officers, directors and employees (each an “Indemnified Person”) shall be
liable in damages or otherwise to the Fund or any of its shareholders for any act performed
or omitted by such Indemnified Person, including losses due to the negligence of brokers
or other agents of the Fund unless such losses result from an Indemnified Person‟s fraud
or wilful misconduct.

The Fund shall indemnify each Indemnified Person for any loss, damage or expense
incurred by such Indemnified Person or to which such Indemnified Person may be subject
by reason of its activities on behalf of the Fund or otherwise arising out of or in connection
with the Fund and its Investments, except that this indemnity shall not apply to:
         losses arising from such Indemnified Person‟s own fraud or wilful misconduct; or
         economic losses incurred by any Indemnified Person as a result of such
          Indemnified Person‟s ownership of an interest in the Fund or its portfolio
          companies; or
         expenses of the Fund that an Indemnified Person has agree to bear.




                                                                                                    50
O.       REPORTING


Fiscal Year
                                                                             st
The Directors have determined that the Fund's fiscal year shall end on 31 December each
year. Accordingly, the first Financial Statements and the Auditors Report thereon shall be
                                                       st
for the period from the incorporation of the Fund to 31 December 2009.

Currency

The Fund will maintain its books of account in USD. All references to currency, unless
otherwise specified, are denominated in USD.

Reports to Shareholders

The Manager will provide to the Fund and each of the shareholders the following
information:


        within forty-five (45) days after the end of each financial year quarter, a copy of the
         Fund's unaudited financial statements for such quarter and a report on the Fund‟s
         status and performance and the status of Investments at the end of the quarter;


        within ninety (90) days after the end of each Financial Year a copy of the Fund‟s
         audited financial statements for such Financial Year which are prepared in
         accordance with the general accounting principles together with an audit report
         thereon signed by the auditor.

Full Disclosure

The foregoing constitutes disclosure of all material facts in respect of the offering by Africa
Sustainability Fund to subscribe for Shares of the Fund.
In the opinion of the Fund's Board of Directors, there are no other facts of a material
nature, which should have been disclosed to enable prospective investors to fully evaluate
the offer described herein.

Governing Law

This document and all documents annexed or ancillary hereto and all applications,
subscriptions for and issues of Shares of the Fund hereunder shall be governed by and
construed in accordance with the laws of Mauritius. The Courts in Mauritius shall have the
sole and exclusive jurisdiction for determining any dispute in relation thereto.




                                                                                                   51
ANNEX 1

                        SUBSCRIPTION FORM FOR CLASS A SHARES


The Directors
Africa Sustainability Fund
c/o International Management Mauritius Ltd
4th Floor, Les Cascades Building,
Edith Cavell Street,
Port-Louis, Mauritius

Date: _____________2009

Sirs,


We (the “Subscriber”) confirm having read and understood the Listing Particulars/Prospectus
(the “LP”) of Africa Sustainability Fund (the “Fund”) dated […..] and the Constitution of the Fund
(the “Constitution”) dated [….] and accept the terms and conditions of the application for the
Class A Shares (the “Shares”). We wish to irrevocably and unconditionally subscribe for the
Shares on the following terms and conditions:


Capitalised terms used herein shall, unless otherwise defined, have the same meaning as in the
Constitution..


1       Subscription Price
        Class A Shares shall be issued at the price of USD 1000 each at the first closing of the
        Fund and may be issued subsequently at a price corresponding to the Net Asset Value of
        such Class A Shares subject to the terms of this Subscription Form and the Constitution.


2       Subscription Date

2.1     Subscriptions shall be made on the Initial Closing, or any subsequent Closing (and at
        such other times as the Board, in its sole discretion, shall determine), provided that this
        Subscription Form and the subscription proceeds are received by the Administrator at
        least two days prior to such date (unless the Board agrees otherwise).

2.2     The Board may, at its discretion, refuse any application for subscription for Shares or
        may issue a lesser number of Shares than the number applied for.


3       Rights

3.1     The Shares issued hereunder shall rank pari passu with all Shares of the same Class
        which shall be issued on the Initial Closing or thereafter.

3.2     The rights attaching to the Shares shall be as set out herein and in the Constitution.

                                                                                                 52
3.3   The Shares issued hereunder shall have no voting rights and no right to receive notice of
      and attend meetings of shareholders, except that the vote of the shareholders holding
      seventy five percent (75%) of Class A Shares shall be required to effect any amendment
      which materially and adversely affects the rights, preferences or privileges attached to
      the shares of such Class.

3.4   The Shares issued hereunder shall have right to dividends as set out in the Constitution
      and in addition subject to the following:-

      (i)     Any dividends must not be paid unless they are covered by income received from
              underlying investments of the Class Portfolio; and

      (ii)    No distribution as dividend of any surpluses arising from the realisation of
              investments.


4     General

4.1   This application shall be deemed to be accepted by the Fund only after it has been
      countersigned by any two of its directors, unless an acceptance has been communicated
      by the Fund to the Subscriber electronically or in writing.

4.2   The Subscription Agreement is subject to the terms contained in the LP and the
      Constitution. The LP and the Constitution, and this Subscription Agreement, embody all
      the terms and conditions agreed upon between the Subscriber and the Fund as to the
      subject matter of this subscription and supersedes and cancels in all respects all previous
      agreements and undertakings, if any, between the Subscriber and the Fund with respect
      to the subject matter thereof, whether written or oral. In case of inconsistency between
      the Constitution and the LP, the Constitution shall prevail and, in case of inconsistency
      between the LP and this Application Form, the LP shall prevail.


5     Representations and warranties

5.1   The origin of the funds used by the Subscriber to subscribe for the Shares is not from any
      prohibited source and investments funds of the Subscriber shall not directly or indirectly
      be derived from activities that may contravene applicable laws and regulations, including
      anti-money laundering laws and regulations.

5.2   All necessary corporate or other authorizing action has been taken by the Subscriber,
      where necessary, for the making of investments envisaged by the terms of this
      Subscription Agreement.

5.3   The Subscription Agreement has been duly executed and delivered by or on behalf of the
      Subscriber and is the legal, valid and binding agreement of the Subscriber, enforceable
      against the Subscriber in accordance with its terms.


                                                                                              53
6     Undertakings

6.1   The Subscriber hereby undertakes and agrees to accept the number of Shares applied
      for or any lesser number of Shares that may be allocated to it in respect of which this
      application may be accepted. In the event that the Directors of the Fund decide to
      allocate any lesser number of Shares or not to allocate any Shares to the Subscriber, the
      Subscriber accepts that decision as final.

6.2   The Subscriber undertakes to furnish, from time to time as requested by the Fund and/or
      the Administrator, such documents and information as may be required for statutory,
      regulatory or other purposes, including, without limitation, such documents and
      information as are set out in Annex 2 hereto.


7     Communication

7.1   Any demand, consent, notice or other communication authorised or required to be made
      hereunder shall be in writing in the English language and may be given by facsimile, post
      or hand to the facsimile number or address set out below or such address or other
      particulars as the recipient may designate by notice in accordance with the provisions of
      this clause.

7.2   In consideration of the Fund agreeing to accept from time to time instructions purporting
      to be given by the Subscriber by facsimile whether for subscription, redemption or any
      other instruction relating to their investments in the Fund, the Subscriber confirms that:

      (i)     the Administrator is hereby authorised to act on instructions which it confirms to
              emanate from an authorized representative of the Subscriber or with the authority
              of the Subscriber and the Fund shall not be liable for acting in good faith on
              instructions which are not in fact given by the Subscriber or with the authority of
              the Subscriber.

      (ii)    The Administrator will use best efforts to verify the identity of the authorized
              person or persons giving instructions purportedly in the name of the Subscriber.

      (iii)   the Subscriber undertakes to keep the Fund and the Administrator indemnified
              at all times against, and harmless from, all actions, proceedings, claims, loss,
              damage, costs and expenses which may be brought against the Fund or
              Administrator suffered or incurred by the them and which shall have arisen either
              directly or indirectly out of or in connection with the Administrator accepting
              facsimile instructions and acting thereon irrespective of whether the instructions
              actually emanated from the Subscriber.

7.3   Notices to the Subscriber may be served at the address specified in Annex 2.




                                                                                                   54
ANNEX 2
SUBSCRIPTION DETAILS

Amount in US Dollars of Shares subscribed: _________________ for _______ Class A Shares.
(Please ensure that subscription amounts are forwarded net of bank service charges, which must
be borne by the Subscriber directly)

CORRESPONDENCE ADDRESS OF THE SUBSCRIBER:

Name:                      [ ● ], acting through [ ● ]

                           Attention:

Address:



Tel:

Fax:

Email:

Yours truly,

Applicant                               Signature                            Date

        All joint applicants must sign the Application Form.
        In the case of a Corporation, Partnership, trust or other entity, please put in the name of
         the entity in the column entitled „Applicant‟ and the name(s) and signature(s) of the
         Authorised Signatory(ies) in the column titled „Signature‟.
        Subscriptions should be mailed/electronically transmitted to Africa Sustainability Fund,
         c/o, IMM, 4th Floor, Les Cascades Building, Edith Cavell Street Port-Louis,
         Mauritius and payment to be remitted (net of TT charges) to the following banking
         instructions:

For the account of                                   Africa Sustainability Fund
Correspondent Bank details                           Barclays Bank PLC
                                                     200 Park Avenue
                                                     New York, NY 10166
                                                     USA. ABA No. 026002574
                                                     SWIFT: BARCUS33

Beneficiary Bank                                     Barclays Bank PLC
                                                     Mauritius Offshore Banking Unit
                                                      th
                                                     6 Floor, Harbour Front Bldg
                                                     President John Kennedy Street
                                                     Port Louis
                                                     Mauritius
                                                     Barclays Account Number : 28037304495
                                                     SWIFT: BARCMUMUOBU

IBAN                                                 MU 65 BARC 03 05 000007212330 000USD


                                                                                                 55
FOR OFFICE USE ONLY:

The foregoing Application form is hereby accepted by the undersigned as of the date set forth
below:


Date of Board resolution accepting subscription: ___________________________

No. of Shares to be issued: ___________________________



Africa Sustainability Fund



_______________________________________

Per: __________________________________

ANNEX 3




                                                                                          56
                                         DOCUMENTS REQUIRED
All Subscribers are requested to provide the documents listed below, depending on the type of investor
applicable to them. Please note that the Administrator and the Fund reserve the right to request such further
information as is necessary to verify the identity of a Subscriber and the source of the payment.



Individuals
    1. Certified true copy of current valid passport and must reflect the Name (including any former
        names and any aliases), Photo, Date of Birth, Signature, Expiry, Issuing authority with
        signature, Place of Birth and nationality of the client. The name of the client appearing on the
        proof provided should match with the name mentioned in the application form.
    2. A recent original utility bill or recent original bank or credit card statement or recent original
        bank reference to establish place of current residential address;

Companies
   1. Certified True Copy of Certificate of Incorporation or registration or other document-
      evidencing establishment.
   2. Original Certificate of Good Standing.
   3. Details of the registered office and place of business.
   4. Due diligence documents as indicated above for individuals are required of any two directors
      and share holders with substantial shareholding (i.e. Holdings more than 20%)
   5. List and signature card of all the authorized signatories.
   6. Certified true copy of the Board Resolution passed by the Board of Directors, to invest in the
      Fund

Trusts
   1.  Certified true copy of the trust deed or pertinent extract thereof
   2.  Certified true copy of the registration of the trust where applicable
   3.  Details of registered office and place of business of the trustee.
   4.  Due diligence documents as indicated above for individuals of all the principals of the trust
       (trustees, beneficiaries, settler, protector)
    5. List and Signature card of all authorized signatories
DOCUMENTS REQUIRED
Partnerships
    1. Certified true copy of the registration of the partnership, deed or pertinent extract thereof,
       where applicable.
    2. Details of registered office and place of business of the partnership.
    3. Certified true copy of the registration of the partnership where applicable
    4. Due diligence documents as indicated above for individuals are required for the principals,
       being significant partners
    5. List and Signature card of all authorized signatories


The list above is not exhaustive and can be changed from time to time as required by Mauritius laws
and regulations. The copies have to be certified by persons mentioned below. Apart from the
documents mentioned above, we may request you to provide more details and documents when
required.

All document copies in English and local language (certified English translation of all or any of the
documents herewith must be provided to the fund, if the same are in any other language) must be
certified by an authority entitled to certify such documents, e.g. a lawyer, notary, actuary or an
accountant holding a recognised professional qualification, director or secretary (holding a recognised
professional qualification) of a regulated financial services business in Mauritius or in an equivalent
jurisdiction, a Commissioner of Oath or a bank manager.

                                                                                                         57
The request for information may be exempted where the Subscriber is a regulated financial services
business based in Mauritius or in an equivalent jurisdiction (i.e. subject to the supervision of a public
authority) or in the case of public companies listed on a recognized Stock /Investment Exchanges
(evidence will be required to be provided of the listing and the latest audited accounts and/or website
address for down loading) or in the case of government administrators/enterprises and statutory
bodies or in the case of a pension, superannuation or similar scheme that provides retirement benefits
to employees.

Any Subscriber applying as a nominee for and on behalf of a beneficiary investor must submit the
applicable documents as mentioned above for individuals not only with respect to its own status as
nominee but also with respect to the beneficiary investor. The Fund shall recognize the subscription
only on being fully satisfied with the completeness, accuracy and authenticity of the documents on
record.




                                                                                                  58
ANNEX 4



                                  REDEMPTION FORM



From: ___________ (the Class A Shareholder)



To: ______________ (the Administrator)



Subject: Redemption of Class A Shares in Africa Sustainability Fund.



I am the holder of _______ Class A Shares in Africa Sustainability Fund.

I am hereby applying to redeem ______ Class A Shares, on _______ (date), and attach the
following supporting documents:




_____________
SIGNATURE

                                                                                          59
ANNEX 5
                  SUMMARY OF THE PROVISIONS IN CONSTITUTION

TRANSACTIONS WITH DIRECTOR

Subject to the disclosure requirements and formality requirements of the Act in
relation to transactions with Directors and transactions in which Directors have an
interest, a Director may hold any other office or place of profit under the Fund
(“Company”) (other than the office of Auditor) in conjunction with his office of
Director on such terms as to tenure of office and otherwise as the Directors may
determine, and no Director or intending Director shall be disqualified by his office
from contracting with the Company either as vendor, purchaser or otherwise.

To the full extent required by the Law, a Director of the Company shall, forthwith after becoming
aware of the fact that he is interested in a transaction or proposed transaction with the Company,
cause to be entered in the interests register of the Company where it has one, and disclose to the
Board, the nature and monetary value of that interest or where the monetary value of the
Director‟s interest cannot be quantified, the nature and extent of that interest provided that a
general notice entered in the interests register or disclosed to the Board to the effect that a
Director is a shareholder, director, officer or trustee of another named company or other person
and is to be regarded as interested in any transaction which may, after the date of the entry or
disclosure, be entered into with that company or person, shall be a sufficient disclosure of interest
in relation to that transaction.

A Director or his associate (as defined in the Securities Act 2005) who has a material interest (as
defined in the Act) in a transaction entered into, or to be entered into, by the Company, may –
(a)      not vote on any matter relating to the transaction, and if he does vote, his vote shall not
         be counted;
(b)      not attend a meeting of Directors at which a matter relating to the transaction arises and
         be included among the directors present at the meeting for the purpose of a quorum;
(c)      sign a document relating to the transaction on behalf of the Company; and
(d)      do any other thing in his capacity as a director in relation to the transaction,
as if the Director were not interested in the transaction.

However, a Director or his associate who has a material interest in the following matters, may
vote and be counted in the quorum present at the meeting:-
(i)     the giving of any security or indemnity either:
(a)    to the director in respect of money lent or obligations incurred or undertaken by him at the
       request of or for the benefit of the Company or any of its subsidiaries; or
(b)    to a third party in respect of a debt or obligation of the Company or any of its subsidiaries
       for which the director has himself assumed responsibility in whole or in part and whether
       alone or jointly under a guarantee or indemnity or by the giving of security;
(ii)   any proposal concerning an offer of shares or debentures or other securities of or by the
       Company or any other company which the Company may promote or be interested in for
       subscription or purchase where the director is or is to be interested as a participant in the
       underwriting or sub-underwriting of the offer;
(iii)  any proposal concerning any other company in which the director is interested only,
       whether directly or indirectly, as an officer or executive or shareholder or in which the
       director is beneficially interested in shares of that company, provided that he, together
       with any of his associates, is not beneficially interested in five per cent or more of the
       issued shares of any class of such company (or of any third company through which his
       interest is derived) or of the voting rights;
(iv)   any proposal or arrangement concerning the benefit of employees of the Company or its
       subsidiaries including:

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(a)     the adoption, modification or operation of any employees' share scheme or any share
        incentive or share option scheme under which he may benefit; or
(b)     the adoption, modification or operation of a pension fund or retirement, death or disability
        benefits scheme which relates both to directors and employees of the Company or any of
        its subsidiaries and does not provide in respect of any director as such any privilege or
        advantage not generally accorded to the class of persons to which such scheme or fund
        relates; and
(v)     any contract or arrangement in which the director is interested in the same manner as
        other holders of shares or debentures or other securities of the Company by virtue only of
        his interest in shares or debentures or other securities of the Company.

REMUNERATION OF DIRECTORS

The Directors shall be entitled to such remuneration as may be determined by the Board from
time to time. Such remuneration shall be deemed to accrue from day to day. The Directors and
any alternate Directors may also be paid all travelling, hotel and other expenses properly incurred
by them in attending and returning from meetings of the Directors or any committee of the
Directors or meeting of shareholders of the Company or in connection with the business of the
Company.

The Directors may in addition to such remuneration as determined above, be granted special
remuneration for performance of any special or extra services to or at the request of the
Company.

BORROWING POWERS

The Directors may exercise all the powers of the Company to borrow money (including the power
to borrow for the purpose of redeeming Class Shares) and hypothecate, mortgage, charge or
pledge its undertaking, property, and assets or any part thereof, and to issue debentures,
debenture stock or other securities, whether outright or as collateral security for any debt, liability
or obligation of the Company or any third party. No borrowing shall be permitted for investment
purposes.

RETIREMENT OF DIRECTOR

The office of a director shall be vacated, inter alia, if the director becomes disqualified pursuant to
Section 133 of the Act which provides that a person should not hold the office of a director if he is
over 70 years of age.

DIRECTOR‟S QUALIFICATION SHARES

A Director need not be a shareholder of the Company but shall be entitled to receive notice of
and attend all meetings of shareholders of the Company.

CHANGES IN CAPITAL

The Board may by resolution issue different classes or series of shares with or subject to any
designations, powers, preferences, rights, qualifications, limitations and restrictions as the Board
may in its absolute discretion deem fit.

UNCLAIMED DIVIDENDS

All unclaimed dividends may be invested or otherwise made use of by the Directors for the
benefit of the Fund until claimed. No dividend shall bear interest against the Fund. The
payment by the Directors of any unclaimed dividend or other moneys payable on or in
respect of a share into a separate account shall not constitute the Fund a trustee in respect

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thereof and any dividend unclaimed after a period of six years from the date of declaration
of such dividend shall be forfeited and shall revert to the Fund.

TRANSFER OF SHARES

No transfer of Class Shares shall be effected without the prior approval of the Directors and
compliance with the provision of the Constitution.




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ANNEX 6
                                             th
The Fund was incorporated and registered on 20 February 2009 and that the Fund has not
traded and no audited accounts have been made up so far. However, the management account
of the Fund is as follows:-




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