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English Prospectus.indd 1 2/13/10 11:58:45 AM

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INVESTMENT MaNagErVision Investment Services Co. SAOC

P.O. Box 712, Al HamriyaPostal Code 131

Sultanate of Oman

ISSUE OPENINg DaTE: 16/02/2010

ISSUE CLOSINg DaTE: 17/03/2010

ISSUE MaNagErVision Investment Services Co. SAOC


Sultanate of Oman

SUBSCrIPTION BaNKSBank Muscat SAOG

National Bank of Oman SAOGOman Arab Bank SAOG

Ahli Bank SAOGBank Sohar SAOG

CUSTODIaNNational Bank of Oman SAOG

P.O. Box 751, Ruwi, Postal Code 112Muscat, Sultanate of Oman

This Prospectus contains information submitted in accordance with the requirements of the Capital Market Law issued by Royal Decree 80/98 and the related regulation.

This is an unofficial version of the original Prospectus prepared in Arabic and approved by the CMA vide its Administrative Decision No. 3/2010خ dated 31/1/2010.

The CMA will not be held liable for the accuracy and adequacy of the information provided in this Prospectus. It shall also not be liable for any liability arising from the reliance on this data and information or from their use by any person.

Wherein the terms of this Prospectus contradicts with the official version in Arabic, the Arabic version shall prevail.


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Chapter 1 NOTICE 5

Chapter 2 GLOSSARY OF TERMS 6

Chapter 3 SUMMARY 8

Chapter 4 DIRECTORY 10

Chapter 5 THE FUND 11

Chapter 6 INVESTMENT RATIONALE 12

Chapter 7 INVESTMENT OBJECTIVES, STRATEGY AND POLICY 17

Chapter 8 INVESTMENT & BORROWING RESTRICTIONS 19

Chapter 9 MANAGEMENT OF THE FUND 20

Chapter 10 INVESTMENT MANAGER 25

Chapter 11 TAXATION 29

Chapter 12 CHARGES AND FEES 30

Chapter 13 ACCOUNTS AND ACCOUNTING POLICIES OF THE FUND 31

Chapter 14 NET ASSET VALUE 33

Chapter 15 TERMS OF THE OFFER AND SUBSCRIPTIONS 34

Chapter 16 REDEMPTION OF UNITS 39

Chapter 17 DISSOLUTION AND LIQUIDATION OF THE FUND 40

Chapter 18 UNIT HOLDERS’ RIGHTS 41

Chapter 19 RISK FACTORS 43

appendix I DUE DILIGENCE CERTIFICATE BY THE ISSUE MANAGER 45

Table of ConTenTs


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This Prospectus contains particulars of Vision real Economy gCC Fund (the “Fund”) and specifically the offering of Units in the Fund for the purpose of giving information to potential investors. The Units of RO 1 each in the Fund are offered solely on the basis of the information contained in this Prospectus. The objective of this Prospectus is to provide information that may assist investors to make an appropriate investment decision with regard to the Units offered.

All prospective investors should read the contents of this Prospectus carefully; especially the Risk Factors mentioned in Chapter 19 and are advised to consult their professional advisor on matters referred to in this Prospectus before making an application for Units in the Fund.

Vision Investment Services Co. SAOC (Vision) and the Fund’s Management Body are responsible for the accuracy and fairness of the information contained in this Prospectus. Vision and members of the Fund’s Management Body believe that the Prospectus includes, to the best of their knowledge and belief, all relevant information and data that are deemed important and that no material information has been omitted, omission of which will render the Prospectus misleading.

The Fund shall be governed by the terms of this Prospectus and the Regulations of Capital Market Authority, Oman (CMA). Where the terms of this Prospectus contradicts the Regulations of CMA, the Regulations of CMA shall prevail. The CMA is not responsible for the accuracy and adequacy of the information provided in this Prospectus. The CMA does not take any responsibility for any loss that may arise from dependence on information contained in this Prospectus.

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Articles of AssociationThe Articles of Association of the Fund, which shall prescribe the functions and powers of the Unit Holders, the Fund’s Management Body and other rules for the operations of the Fund.

Business DayA day on which all markets in which the Fund invests are open for business.

Closing Date The closing date of the Initial Subscription

CMa Capital Market Authority, Oman

CustodianCompany responsible for safekeeping the assets of the Fund in accordance with the contract for a fee.

Fund Vision Real Economy GCC Fund

gCC The Gulf Co-operation Council, as constituted from time to time.

governing law Laws of Sultanate of Oman

IFrS International Financial Reporting Standards

Initial Issue Offering PeriodThe period commencing on 16/02/2010 and ending on the Closing Date.

Initial Subscription PeriodThe period during which Units of the Fund will be available for subscription at the Initial Subscription Price.

Investment ManagerCompany responsible for managing the Fund’s portfolio in accordance with the contract for a fee.

Fund’s Management BodyThe Management, initially comprising the persons whose details appear in Chapter 9 of this Prospectus, who will have overall responsibility for the affairs of the Fund.

Investment Management agreementThe agreement between the Fund’s Management Body and the Investment Manager concerning the management of the Fund.

Market Stock Markets in the Gulf Co-operation Council countries and other Middle East North Africa Markets.

MENa Middle East and North Africa

MSM Muscat Securities Market

Net asset Value (NaV)The value of the Units calculated according to International Financial Reporting Standards, and stated as NAV in the audited financial statements of the Fund.

Net asset Value per Unit The Net Asset Value divided by the number of Units in issue.

USD United States Dollar

rORial, the lawful currency of Oman. One Rial comprises 1,000 baisas. RO is pegged to USD.

Redemption DayThe Business Day on which Units are redeemed from the Fund, upon a valid redemption request.

Redemption FeesCharges paid by Unit Holders at the time of redemption of their Units in the Fund.

Service Provider

Service Provider is a juristic person who provides services to the Fund or its investors or Unit Holders, by virtue of a contract with the Fund. The term Service Provider includes the Investment Manager, Custodian, Administrator, External Auditor, Distributors, Sub-custodians, and Brokers who execute orders for the Fund.

Subscription DayThe Business Day on which new Units are allotted to investors, upon a valid subscription request.

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Subscription Banks (during initial offering period)

Bank Muscat SAOGNational Bank of Oman SAOGOman Arab Bank SAOGAhli Bank SAOGBank Sohar SAOG

Unit Holders Holders of Units in the Fund

UnitsUnits, each representing one proportionate indivisible share in the Fund.

Vision Vision Investment Services Co. SAOC


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The following information is derived from the full text of this Prospectus and should be read in conjunction therewith.

Vision Real Economy GCC Fund is an open-ended investment Fund established in the Sultanate of Oman and constituted as a Joint Investment Account attached to Vision Investment Services Co. SAOC (“Vision”) as per the Regulations of the Capital Market Authority (“CMA”), Sultanate of Oman.

Name of the Fund Vision Real Economy GCC Fund

address Post Box 712, Al Hamriya, Postal Code 131, Sultanate of Oman.

Fund Structure Open Ended Fund

Fund Denomination Rial

Nominal Value of Unit RO 1.000 (One Rial only)

Fund Size Minimum size RO 2 million

Promoter’s Commitment 5% of the initial Units subscribed

Initial Subscription PriceUnits will be available for subscription during the Offering period at a price of RO 1.020 per Unit (including an amount of RO 0.020 per Unit towards issue expenses).

Minimum InvestmentThe minimum investment in the Initial Offer shall be 1000 Units and in multiples of 100 thereafter.

Maximum Investment There is no maximum limit on the Unit holding by a single investor.

Initial Subscription Period 16/02/2010 to 17/03/2010

Subsequent SubscriptionAfter the publication of first NAV, the Fund would commence issue of fresh Units to eligible investors on each Business Day.

Subsequent Subscription Fees

The Subsequent Subscription Fee shall be up to 5% of the NAV on the relevant Subscription Day. This will be used to pay the cost of sales, marketing and distribution expenses. The Fund’s Management Body has the discretion to waive completely or in part this fee to investors.

Redemption of Units

After the publication of first NAV, the Fund will accept requests for redemption of Units of existing investors on each Business Day as per the terms of redemption provided in Chapter 16 of this Prospectus.

Redemption Fees

Redemption of any Units held by a Unit Holder will be subject to deduction of a redemption fee upto 2% of NAV. The level of the fee may be amended at the meeting of the Fund’s Management Body.

Investment Objectives and Policy

The objective of the Fund is to achieve capital appreciation and income generation by providing its investors the opportunity to participate in the growth of Real Economy Sectors of GCC.

The Fund will follow a dynamic allocation policy with investments spread across a diversified range of industries across GCC.

Investment Manager Vision Investment Services Co. SAOC

Custodian National Bank of Oman SAOG

administrator Vision Investment Services Co. SAOC

Legal advisors Rajab Al Kathiri & Associates (Lawyers & Legal Consultants)

auditors KPMG, Oman

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External Auditor of Investment Manager

Ernst & Young, Oman

Taxation

As per the current taxation laws in Oman, the income of the Fund is exempt from Omani taxation. However, the Fund may be taxable in other jurisdictions in respect to income derived from such jurisdictions.

Eligible InvestorsThe Fund is open for subscription to both Omani and non-Omani investors.

Net asset Value (NaV)The Net Asset Value of the Fund will be calculated on each Business Day and published in at least one Arabic and English newspaper.

DividendsIn consultation with the Investment Manager, the Fund’s Management Body may pay periodic cash/stock dividends, subject to the availability of sufficient distributable profits.

risk FactorsAn investment in the Fund involves risks. Investors should note that there is no assurance that the Investment Objectives of the Fund will be achieved. Please refer to Chapter 19 for Risk Factors.

Management FeesThe Investment Manager will receive from the Fund an investment management fee of 1.5% per annum of the Net Asset Value of the Fund, accrued daily and payable monthly in arrears.

Performance FeesThe Investment Manager shall be entitled to a performance fee of 15% of excess annual return above 10%, calculated and payable annually in arrears.

Other Fund ExpensesThe Fund shall bear other running expenses like fees of the Fund’s Management Body, Custodian, Auditor and other expenses.


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DIReCToRY

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INVESTMENT MaNagErVision Investment Services Co. SaOC

P.O. Box 712, Al Hamriya, Postal Code 131 Sultanate of Oman

Tel. 24708088, Fax. 24708099

ISSUE MaNagErVision Investment Services Co. SaOC

P.O. Box 712, Al Hamriya, Postal Code 131 Sultanate of Oman

Tel. 24708088, Fax. 24708099

aDMINISTraTOrVision Investment Services Co. SaOC


Sultanate of OmanTel. 24708088Fax. 24708099

CUSTODIaNNational Bank of Oman

P.O. Box 751, RuwiPostal Code 112, Muscat


aUDITOrSKPMg, Oman



LEgaL aDVISOrSRajab Al Kathiri & Associates (Lawyers & Legal Consultants)


Sultanate of OmanTel. 24787640, Fax. 24703387

SUBSCrIPTION BaNKSNational Bank of Oman SAOG Tel. 24778610, Fax. 24778993

Oman Arab Bank SAOGTel. 24754304, Fax. 24827367

Bank Muscat SaOgTel. 24768213, Fax. 24788864

ahli Bank SaOgTel. 24577195, Fax. 24562120

Bank Sohar SaOgTel. 24662155, Fax. 24662156


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Vision Real Economy GCC Fund is an open ended investment Fund established in the Sultanate of Oman and constituted as a joint investment account as per the Regulations of the Capital Market Authority.

The affairs of the Fund will be supervised by the Fund’s Management Body. The assets of the Fund will be managed by the Investment Manager. The Fund’s Management Body has appointed Vision as the Investment Manager to the Fund.

The Fund will be governed by the terms of this Prospectus which will serve as the constitution of the Fund, as also the provisions of the Capital Market Authority Law and Regulations and Directives issued by CMA.

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In the last three decades GCC economies have witnessed an unprecedented economic and social transformation on the back of high oil revenues being deployed in nation building measures. Oil proceeds have been utilized to modernize infrastructure, create employment and improve social indicators, while the countries have been able to accumulate significant surpluses. Owing to the above, the GCC economies have continued to register double digit annual growth rates in the recent years with their GDP growing at 26.7% from USD 823.9 billion in 2007 to reach USD 1,043.9 billion in 2008.

GDP billion USD 2004 2005 2006 2007 2008

Bahrain 11.2 13.5 15.9 18.5 21.9

Kuwait 60.4 81.4 101.7 109.8 138.3

Oman 24.7 30.9 36.8 41.6 59.9

Qatar 31.7 42.5 56.8 71.3 100.4

Saudi Arabia 250.3 315.3 356.2 383.9 468.8

UAE 105.3 132.3 170.2 198.8 254.6

GCC 483.7 615.8 737.5 823.9 1,043.9

GCC growth, yoy (%) 27.3% 19.8% 11.7% 26.7%Source: Central Banks, Vision Research

Why should We invest in the GCC Real eConomy

Real Economy in the GCC is defined as all entities involved in the tangible side of the economy dealing in production, distribution and delivery of a wide range of goods & services, excluding the Financial Services Sector.

The key industries in the Real Economy are Transportation, Commercial Services, Telecommunications, Lodging, Distribution/Wholesale, Leisure Time, Advertising, Entertainment, Media, Storage/Warehousing, Apparel, Environmental Control, Computers, Retail, Internet, Venture Capital, Holding Companies-Diversified, Oil & Gas, Shipbuilding, Pharmaceuticals, Healthcare-Services, Mining, Chemicals, Iron/Steel, Metal Fabricate/Hardware, Electrical Components & Equipments, Forest Products & Paper, Textiles, Packaging & Containers, Gas, Healthcare-Products, Miscellaneous Manufacturing, Oil & Gas Services, Machinery-Diversified, Household Products/Wares, Real Estate, Engineering & Construction, Building Materials, Home Builders, Food, Agriculture, Food Services, Beverages, Electricity & Water.

The Real Economy in GCC has witnessed robust growth in the recent years backed by buoyant macroeconomic fundamentals in the region. As can be seen in the chart below, the Real Economy Sectors of GCC grew at a CAGR of 21.2% in the 2004 - 08, period from USD 467 billion in 2004 to USD 1,006 billion in 2008.

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Chart 1: Country-wise GCC Real Economy GDP (2004-08) in USD billion

Source: Central Banks, Vision Research

600

400

200

02004

Bahrain Kuwait Oman Qatar Saudi Arabia UAE

2005

CAGR of 21.2%

2006 2007 2008


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The major drivers for growth in the GCC Real Economy include the following:

1. Favourable Demographics of a growing/young population instilling consumer demand. 2. Oil based Revenues infusing liquidity in the local economies.3. Sound Regime and a Favourable Regulatory Environment with focus towards diversification, infrastructure development, opening up of economies to foreign players and privatization of industries.4. Evolving Local Corporate Structures encouraging transition of family owned businesses to public enterprises.

1. Favourable Demographics

GCC population has two-fold dynamics influencing a strong consumer based demand in the region:

• On one side, GCC has witnessed one of the highest growth rates in population; • On the other side, the qualitative profiling of the GCC population reflects rising education levels, improving standard of living, growth of industries to cater to the local demand and a spur in government expenditure to create avenues for employment.

■ GCC has become a preferred choice of destination for both blue collar & white collar expatriate community directly translating into increased consumption of goods & services.

1.1 Population Growth

GCC has experienced one of the highest population growth rates in the world in the last two decades due to labour force migration in the region, high native fertility rates, decline in infant mortality and increase in life expectancy of the nationals. As can be seen from the Chart below, the 2008 annual population growth of 3.2% in GCC was the highest compared to other regions across the globe.

1.2 Increasing Educational Levels of Native Population

Additionally, the qualitative profiling of the local population shows changing lifestyles as a higher proportion of the population is appreciating the value of education and hence pursuing education to better their living standards.

On one side this has led to a rapid development of industries and services in the region to meet the local • demand;On the other side this has spurred employment demand in the region with local governments increasing • job creation avenues for the population by infusing infrastructure expenditure in these economies.

2. Oil based Revenues

GCC commands 40.4% & 21.7% of proven global oil reserves and gas reserves, respectively. Although oil prices have exhibited high volatility in the recent years, even at moderate oil prices; the hydrocarbon based liquidity creates wealth, facilitates economic growth and enhances investment expenditure in the GCC flowing to different Real Economy Sectors.

Chart 2: Population Growth GCC vs. Rest of the World (2008)

Source: Economist Intelligence Unit, www.unctad.org

3.5%

3.0%

2.5%

2.0%

1.5%

1.0%

0.5%

0.0%GCC

3.2%

1.7%

1.4% 1.3% 1.3%

0.9%

North Africa South Asia Turkey Brazil USA


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3. Sound Regime & a Favourable Regulatory Environment in the GCC

Investment climate in GCC markets has further strengthened in the recent years by a large count of favorable Government initiatives to foster growth and to diversify the economy in Non-oil Sectors in the region. Oil wealth generated in the recent years have encouraged governments of the GCC countries to spend heavily on infrastructure, particularly for revamping Power, water, natural gas & Petrochemicals industries and services, often in collaboration with private investors, including foreign ones.

3.1 Diversification

The Gulf countries have adopted an array of policies and regulations seeking to diversify their production activities beyond oil-related activities into lucrative infrastructure projects for their long-term growth. In line with this, the local governments have drafted long-term strategies and plans to diversify into Real Economy Sectors including Metals, Construction Materials, Petrochemicals, Food processing, Pharmaceuticals, Trade & logistics, Transportation and Utilities.

Planned Focus of the GCC economies towards Real Economy Sectors

Bahrain Kuwait Qatar Oman Saudi Arabia

UaE

Base metal (iron, steel, aluminum) √ √ √ √ √

Cement √ √ √

Fertilizers √ √ √

Food processing √ √

Petrochemicals √ √ √ √ √ √

Pharmaceuticals √ √

Tourism √ √ √ √

Trade & logistics √ √

Transportation & Infrastructure √ √ √ √ √

Utilities √ √ √

3.1.1 Selected Projects in GCC Real Economy Sector

• In Kuwait, the government has planned to build a new economic city, Silk City, at a cost of USD 131.5 billion, which it aims to complete by 2030.

Source: Five-year plans & other strategic plans of the government, Vision Research

Africa Asia Pacific

Chart 3: GCC Oil Reserves/Production (years) with Rest of the World (2007)

Source: bp, EIA

100

Saudi Arabia UAE Kuwait Qatar Oman North America S. & Cent. America Europe & Eurasia

90

80

70

60

50

40

30

20

10

0


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• In Qatar, the first phase New Doha Port Project at Mesaieed, which is worth USD 4.4 billion, is expected to handle the world’s largest ships, each loaded with up to 12,000 containers. Additionally, the New Doha International Airport (NDIA) is being constructed at an estimated cost of USD 9 billion, which is expected to be completed in 2011.• Saudi Arabia currently has three Independent Water and Power Projects (IWPPs) and has planned several more of these projects, which are envisaged to add 15,000 MW to the country’s generating capacity at an investment cost of USD 15 billion. • The Dubai government has plans to invest USD 81.67 billion in the development of its Aviation Sector as part of its Strategic Plan 2015 to develop Dubai as a key GCC player in Aviation and Logistics.• In Oman, new regional airports are to be built at Adam, Duqm, Haima, Ras al Hadd, Shaleem, and Sohar to raise visitor numbers from the current 3.2 million a year to around 12 million foreign tourists by 2020 (Vision 2020 plan). Additionally, in 2008, construction of a USD 1.35 billion iron ore plant at the Omani Port of Sohar began.

3.2 Favourable Regulatory Environment

3.2.1 Opening up of the local economies

Additionally, the local governments have set up a plethora of initiatives to attract Foreign Direct Investment (FDI) in various sectors in the economy in particular the Industrial Sector. The recent government initiatives to increase FDI include:

• In Saudi Arabia, the Supreme Economic Council shortened the list of areas that are closed to FDI in March 2007. Among the newly opened areas are services in the mining industry, rail transport of passengers within cities, air transport, satellite-transmission services, distribution services, wholesale as well as retail trade and commercial agencies (except franchise rights).Saudi Arabia also eased conditions for visas for foreign business people.• Oman and Qatar concluded five Bilateral Investment Treaty (BIT) agreements, while Bahrain signed three new BITs.• The United Arab Emirates announced in March 2008 a new company law to allow a 100% foreign ownership of companies in some sectors (compared to the existing 49% limit) outside the free trade zone.• In April 2008, the GCC successfully finalized negotiations on an Free Trade Area (FTA) with the European Free Trade Association (EFTA).

3.2.2 Proactive Government initiatives during crisis to support the economy

• GCC Governments’ support to the corporate was further reiterated during the global credit crisis when they injected USD 38 billion into the banking system. • Also, several Investment Stabilization Funds were formed by the local Governments in 2008 to support the falling markets and to bolster investor confidence in the region.

3.2.3 Privatization initiatives

• Another area in which regulatory changes are creating significant opportunity for foreigners as well as local investors is privatization. Across GCC, governments are rapidly privatizing firms in a wide range of sectors to bring greater efficiency and higher performance to previously state-owned enterprises. This increases the scope in which international companies can operate. Additionally, Privatization has also been seen by governments as a way of sharing the country’s wealth with its people.


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3.3 Planned investments in GCC projects

As infrastructure development is key to growth of Non-oil Sectors, planned investment in GCC Projects also accentuates the governments’ impeccable encouragement for diversification of these economies. As can be observed in the Chart below, 65% of funds employed in GCC projects were invested in Infrastructure projects, followed by Oil and Gas and Petrochemicals, thus reiterating the Governments’ diversification initiative.

gCC PLaNNED PrOJECTS (2008)

4. Evolving local corporate structures

As the GCC economies integrate closely with the global economies, corporate structures are transforming so the local companies can compete with the international players. In line with this, family owned businesses in GCC are moving towards public ownership to improve their corporate governance standards of transparency and accountability. The current regulatory environment in GCC encourages this aspect and the Real Economy Sectors are expected to benefit from this transition.

Chart 4: Country Distribution Chart 5: Sector Distribution

Source: IIF November 2008

UAE

45%

Saudi Arabia

26%

Infrastructure

65%

Petrochemicals

8%Others

11%

Oil & Gas

16%

Kuwait

14%

Bahrain 2%

Oman 3%Qatar

10%


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investment oBJeCtive

The objective of the Fund is to achieve capital appreciation and income generation by providing its investors the opportunity to participate in the growth of Real Economy Sectors of GCC.

The Fund will follow a dynamic allocation policy with investments spread across a diversified range of industries across GCC.

investment stRateGy

Vision Real Economy GCC Fund aims to provide regional as well as international players, an opportunity to participate in the growth story of the Real Economy Sectors in the GCC by capitalizing on the investment management capabilities of Vision Investment Services Co. SAOC with a proven track record of successfully managing Mutual Funds in the region. The historical performance of Vision Emerging GCC Fund also endorses the investment acumen of Vision, as an Investment Manager.

It provides a vehicle to diversify away from the Financial Services Sector, which constitutes a significant share of the regional market capitalization, into the core Real Economy Sectors of the economy.

Among the GCC Real Economy Sectors, the Fund shall endeavor to capture the growth opportunity in the core fundamental segments which are expected to fuel the infrastructure & services growth across GCC economies. As the GCC economies begin to focus on long-term growth of specialty segments/industries in accordance with their respective strategic plans, this Fund provides an ideal platform to investors seeking to have an exposure to individual countries and sectors within the GCC arena.

Vision Real Economy GCC Fund purports to approach investments with a distinct, well developed philosophy, which relies on in-depth research and analysis.

Utilizing a top-down strategy to identify investment opportunities, the Fund will focus on investment opportunities expected to produce attractive returns over the medium to long term.

investment PoliCy

The Fund will primarily invest in listed equity and pre-IPO securities.

The Fund may also invest in income generating products like Sukuks etc.

Additionally, the Fund may invest up to 15% of its Net Assets in other markets in the MENA region.

Investment in securities and other financial assets by the Fund shall be done according to the CMA and legislative regulations governing such investments by the Fund.

The Fund will aim to have the following broad asset allocation:

S. No. asset Class % Investment remarks

1.Listed Equity and related securities

50-100Listed and pre-IPO securities in the MENA region

2. Sukuk and related securities 0-50Listed fixed income securities in the MENA region

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The Investment Manager will have the ability to move substantially into cash and cash equivalents in the short to medium term, as an interim investment strategy, if the circumstances so warrant, subject to the CMA guidelines.

The Investment Manager will be allowed to borrow amounts, subject to the restrictions detailed in Chapter 8, for the Fund as a temporary arrangement, such that the total borrowing by the Fund does not exceed 10% of the Net Asset Value of the Fund at the time the borrowing is made, to meet the expenses of the Fund and dividend payments, if any. The Investment Manager may, for the purpose of the borrowing, pledge the assets of the Fund. However, under no circumstances will the Investment Manager have the option to borrow for purchasing assets for the Fund.


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(a) The Fund shall invest at least 75% of its capital to achieve its main Investment Objectives.

(b) The Fund shall comply with following rules:

1. The Fund shall not hold more than 10% of the outstanding securities of any issuer. 2. The Fund’s investments in any securities issued by any single issuer shall not exceed 10% of the Net Asset Value of the Fund (NAV). 3. The Fund shall not borrow more than 10% of its Net Asset Value.

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The Fund shall be managed and supervised by the Fund’s Management Body elected by the general meeting in accordance with the provisions of the Articles of Association. There shall be seven members in the Fund’s Management Body, including the Chairman and Vice Chairman. The Chairman or his deputy shall represent the Fund in courts and in its relations with third parties.

manaGement of the fund

The first of the Fund’s Management Body shall be appointed by the Investment Manager in coordination with the sponsors, provided its term shall not be more than one year from the date of its registration in the Fund’s Register.

The Articles of Association shall determine the term of office of the Fund’s Management Body provided it shall not be more than five years from the date of formation.

memBeRs of the fund’s manaGement Body

HH Sayyid Tarik bin Shabib bin Taimur Al Said

HH Sayyid Tarik, with an extensive experience in Investment and Services Sector, has played a major role in establishing a number of companies and institutions in the Sultanate of Oman viz. The National Hospitality Institute SAOG - to be the first institute in the Sultanate specializing in providing Hospitality services. He is the Patron and Founder of Oman’s 1st Environmental NGO “The Environmental Society of Oman”, dedicated to conservation of environment and spreading awareness of environmental issues.

He currently holds several positions including Chairman of the National Institute of Hospitality SAOG, Board Member of Renaissance Services Co. SAOG, and Director and main Shareholder of a Private Company (Tawoos LLC).

HE Sheikh Hamad bin Faisal bin Thani Al-Thani

HE Sheikh Hamad has a bachelor’s degree in political science from United States. He has held several prestigious designations in Qatar; he was previously the Minister of Economy and Trade of Qatar, Deputy Chairman of the Board of Qatar National Bank, a Member of the Supreme Council for Economic Affairs and Investment, and the Director General of the Department of Customs.

He currently holds several positions in Qatar including Chairman and Managing Director of Al Khaliji Commercial Bank, Vice Chairman of Gulf Holding Company, Board Member of Qatar Insurance Company, a Member of the Board of Directors of the Islamic Securities, a Member of the Governing Council of the Association of Qatari Businessmen and a Member of the Board of Overseers at the Institute for a pilot Qatar Policy.

Mr. ahmed Saeed al Mahrezi

Mr. Ahmed is a Director General of the Civil Services Employees Pension Fund, and has an experience of more than 24 years in the Pension Fund industry across various functions including policy development, strategic planning, investment activities, management of human resources and legal affairs.

Additionally, Mr. Ahmed is a Member of the Board of Directors of Bank Dhofar and also the Chairman of the bank’s Human Resources Committee, Member of the Board of Directors of Oman International Development and Investment and a Member of its Project Committee, and Member of the Board of Directors of International Hotel Management and Chairman of the Executive Committee of the company.

Mr. Ahmed holds a Master in Law (International Business Law) from University of Hull, UK and a bachelor’s degree in Law from Morocco.

Sayyid Amjad bin Mohammed bin Ahmed Al Busaidi

He holds a master’s degree in Business Administration from Southern Cross University in Australia.

Sayyid Amjad is currently the Executive President of Diwan of Royal Court Pension Fund, and a Member of the Board of Directors of National Investment Funds Company and the National Company for Residential Complexes.

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Mr. Adel bin Abdullah Al Raisi

He holds a BA in Economics and Management from University of Gonzaga in the United States, and is currently an advisor to the Minister of National Economy for Economic Affairs with a long experience in the field of investments and international economics.

Additionally, Mr. Adel currently holds several positions in various companies, including: Member of the Board of Directors of Oman Shipping, Member of the Board of Directors of Oman LNG LLC, Member of the Board of Directors of Oman Investment Fund and Vice Chairman of the Board of Directors of Al Hosn Investments.

Mr. ghanem Sulaiman al ghenaiman

He currently serves as the Deputy General Manager of Investment Affairs at the Kuwait Fund for Arab Economic Development.

Mr. Ghanem holds a bachelor’s degree in Accounting from the University of Kuwait and has completed a two-year graduate program in International Business from Oregon State, USA. He has extensive experience of more than 25 years in the investment field.

Mr. Mohammed bin Shamis bin Ghanim Al Kathiri

Mr. Mohammed is currently the Director of the Internal Security Employees Pension Fund, and has experience in the field of management and financial auditing.

Mr. Mohammed holds a bachelor’s degree in political science from King Abdulaziz University in Jeddah.

ResPonsiBilities of the fund’s manaGement Body

Members of the Fund’s Management Body are liable to the investors and CMA, to supervise and oversee the Investment Manager and other Service Providers and to safeguard the interests of the Fund and investors in accordance with the law.

The Fund’s Management Body shall carry out oversight and supervision of the Fund’s business and shall undertake the following:

a) Evaluation of the Fund’s investment performance compared to similar Funds taking into account Investment Objectives of the Fund.b) Ensure the Fund’s compliance with the Prospectus, Articles of Association and statutory requirements.c) Evaluation of the performance of Investment Manager and other Service Providers.d) Ensure adequacy of the Fund’s systems to safeguard its assets and ensuring that adequate accounting controls are in place.e) Ensure the Investment Manager’s system and controls are adequate to ensure compliance with the interests of the Fund and investors.f) Avoidance of conflicts of interest and ensuring that adequate measures are in place to resolve any conflict of interest in the best interest of the Fund and investors.g) Ensure segregation of function when one company is acting as provider of more than one service to the Fund.h) Approve the transactions with related parties and disclose the same.i) Approve the annual report, financial statements and other information and disclose to the public and investors to ensure that disclosure is fair, timely, transparent and not misleading.j) Appointment and removal of Service Providers and determining their fees.k) Take resolutions pertaining to distribution of dividends.

aPPointment of memBeRs

The members of the Fund’s Management Body shall satisfy the following criteria:

a) Having good conduct and sound reputation.b) Not convicted in any crime or an offence involving honesty of breach of trust or a crime stipulated in the Capital


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Market Law, Commercial Companies Law or Commercial Law unless rehabilitated.c) Not declared as bankrupt.

RemuneRation of memBeRs

Each member of the Fund’s Management Body will be entitled to a fee not exceeding RO 7,000 per annum including the reimbursement of expenses properly and reasonably incurred by them in the execution of their duties.

vaCation of offiCe

Where any member’s position falls vacant prior to the end of the term, the other members may co-opt member as replacement until the end of the term.

meetinGs of the fund’s manaGement Body

a) Meetings of the Fund’s Management Body shall observe the following:

1. The number of attending members shall not be less than two third of the total strength.2. The members shall not take part in discussions and/or voting on matters if he or his spouse or relatives

up to second degree have interest.3. Approval of resolutions shall need support from majority of the members.4. Objection by a member to any resolution shall be recorded in the minutes of the meeting.5. The Fund’s Management Body shall meet at least four times per year with a maximum time gap of four

months between any two consecutive meetings.

b) Investors who hold at least 5% of the Units may request the Fund’s Management Body to cancel any resolution adopted by it or in the general meeting as the case may be, if such resolution is detrimental to the Fund or investors. The request shall be referred to the same body, which has issued the resolution, to decide on it.

Custodian

National Bank of Oman SAOG has been appointed to provide custodial services to the Fund.

A copy of Custodian Agreement is available for inspection at the office of the Investment Manager.

ResPonsiBilities of the Custodian

Assets of the Fund shall be kept with the Custodian. They may be kept outside the Sultanate to facilitate transactions abroad. The Custodian may appoint Sub-custodian/s to keep the assets of the Fund. Appointment of Sub-custodian/s shall not exonerate the Custodian of any of its obligations.

Written consent of the Fund’s Management Body shall be obtained for all the contracts concluded with the Sub-custodian and such contracts shall provide adequate protection for the assets on terms and conditions consistent with the contract with the main Custodian.

All contracts concluded with the main Custodian or Sub-custodian shall cover:

a) Requirements that enable the Fund to exercise all the rights pertaining to the assets kept with the Sub- custodian. b) Requirements pertaining to the location where the Fund’s assets are kept. c) Method of holding the assets. d) Review and compliance reports. e) Fees, method of payment and timing of payment. e) The level of care and responsibility for prevention of losses.

No contract concluded with the main Custodian or Sub-custodian shall provide for creation of any encumbrance on the assets of the Fund, except for claims of payment of fees and charges to the Custodian or the Sub-custodian for acting in such capacities. The contracts shall not contain any provision that would require the payment of fees or expenses to the Custodian or Sub-custodian in the form of transfer of ownership of assets belonging to the Fund.


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Subject to Article 210 the assets of the Fund shall be registered in the name of the Custodian or Sub-custodian/s or their respective nominee, with an account number or other designation in the records of the Custodian or Sub-custodian/s or the nominee, to establish that the ownership of the assets is vested with the Fund.

The Custodian or Sub-custodian shall exercise due diligence in keeping the assets of the Fund and shall protect the interests of the Fund in every act, and they shall be liable for any loss to the Fund’s assets resulting from any omission or wrongful act by them or their respective employees, directors or managers.

Custodian fees

The Custodian is allowed to charge 0.15% from the total NAV of the Fund or 13,000 Rial whichever is higher; additionally the Fund will pay Sub-custodian charges on the total NAV according to the agreement between the main Custodian and the Sub-custodian.

The Fund also will pay 10 Rials for each transaction executed.

administRatoR

Vision Investment Services Co. SAOC has been appointed as Administrator of the Fund. A copy of the Administration Agreement is available for inspection at the office of the Investment Manager. As per this agreement, fees amounting to 0.15% of the NAV shall be calculated daily and payable monthly to the Administrator.

The duties of the Administrator include the following:

a) receive subscription requests from investors and redemption requests from Unit Holders and maintain records of the documents;b) maintain a record of all Unit Holders of the Fund;c) notify the Investment Manager, as per agreed schedule, of all subscription and redemption requests received by the Administrator;d) maintain accounts of the Fund;e) deliver and/or fax to the Investment Manager statements of account at the end of each day;f) notify the Investment Manager of all notices, reports and other financial information relating to the Fund property when only received by the Administrator;g) calculate the NAV of the Fund and provide the Fund with its NAV statement on each Business Day;h) provide the Auditor, upon receiving a written request from the Fund to that effect and within a reasonable time from its receipt of such request but at all times no later than the date reasonably requested by the Fund to provide such information as requested, an audit confirmation with respect to the Fund;i) provide the Investment Manager a confirmation of the year-end position;j) transmit electronically or in any other acceptable form to the Fund, as the Fund will require a list, as at the date of such list, of all Outstanding Contributions in the Fund;k) maintain accounts for different purposes as may be advised by the Investment Manager and a record of all transactions under such accounts to be presented to the Fund on its request;l) send allotment/refund advices to Unit Holders;m) send subscription/redemption advices to Unit Holders;n) intimate the Investment Manager and Custodian of all subscription amounts to be received by the Fund;o) intimate the Investment Manager and Custodian to remit the redemption proceeds to Unit Holders;p) arrange for the publication of NAV on each Business Day;q) arrange for the publication of accounts as per the regulations of CMA.

distRiButoR

Vision Investment Services Co. SAOC has been appointed as Distributor of the Fund. A copy of the Distribution Agreement is available for inspection at the office of the Investment Manager. As per this agreement, fees up to 2.0% of the Initial Subscription shall be payable to the Distributor. In case of Subsequent Subscriptions, 100% of the Subscription Fees collected from the investors, shall be payable to the Distributor, within 30 (thirty) Business Days from the date of subscription. The Distributor shall be responsible for promotion of the Fund and duties of the Distributor include the following:


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a) promote and introduce the sale of the Fund to investors, institutions and entities;b) conduct such travelling as shall be reasonably necessary to promote the Fund, at its own expense, unless it has received prior written agreement from the Fund regarding specific expenses;c) carry out its duties in good faith and in a proper and efficient manner;d) observe and perform the requirements of the Fund issued from time to time in relation to presentation of the Fund;e) not have an authority to bind the Fund in any way and shall not hold itself out either by words or by conduct as being the agent of the Fund;f) not misrepresent the Fund to any person;g) shall at all times comply with the laws, rules and regulations of any country in which it promotes and markets the Fund; andh) shall seek Sub-intermediaries who may not sign direct intermediary contracts with the Fund or its associated companies.

auditoRs

KPMG, Oman, an international auditing and accounting firm, has been appointed as the independent Auditor of the Fund.

leGal advisoR

Rajab Al Kathiri and Associates (Lawyers & Legal Consultants), has been appointed as Legal Advisor to the Fund. Fund’s Management Body may appoint other legal advisors for markets other than Oman.

BankeRs

The principle bank will be decided by the Investment Manager later, the main branch of the bank will be in Sultanate of Oman. The Fund may also open bank accounts with other major banks in the region, if required for the purpose of financial transactions of the Fund in those markets.

The Fund’s Management Body may, subject to the approval of CMA, terminate the services of any of the above Service Providers or appoint one or more Service Providers for the Fund.


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The Fund’s Management Body has appointed Vision Investment Services Co. SAOC as the Investment Manager of the Fund vide an Investment Management Agreement between the Fund’s Management Body and the Investment Manager.

Vision is a closed joint stock company incorporated in the Sultanate of Oman in 1998 and holds a valid license from the Capital Market Authority of the Sultanate of Oman to provide a wide range of investment management and financial advisory services. The Company has a paid-up capital of RO 10 million (approximately USD 26 million).

Vision, a full-fledged financial investment services company, has experience and track record in:

• Asset Management • Investment Advisory • Marketing and distribution of investment products • Corporate Finance Advisory Services and issue management

In addition, the company offers a gamut of financial services through its associate companies operating in different sectors such as Brokerage, General & Life Insurance and Real Estate in collaboration with established and well reputed regional players.

vision’s asset manaGement division

Vision’s Asset Management division follows a professional, stable, transparent and highly personalized approach that is built on integrity, close contact and broad based in-depth research.

Under its umbrella of services provided in the Asset Management Division, Vision offers:

1. Mutual Funds

a) Vision Emerging gCC Fund (VEgF)

VEGF, a Fund rated ”A” by Standard & Poor’s (S&P), was launched in May 2005. It was the best performing GCC Fund in the region for 2006 & 2007 respectively (source: Markaz Report). Additionally, for the 3-year period, Jun’2006-Jun’2009, VEGF was rated as one of the top performing Funds among conventional Funds in the GCC Market (source: Zawya).

b) Vision Emerging Oman Fund (VEOF)

VEOF was launched in July 2007 and is one of the largest open ended Funds in Oman (source: Zawya).

2. Managed accounts

Vision’s managed accounts is based on a highly client specific, tailor-made approach; focused on client’s specific investment needs, risk tolerance levels and investment time horizons.

a) Managed Accounts for Muscat Securities Market

Over a period of eight years, the MSM portfolios have been outperforming the benchmark index every single year.

b) Managed Accounts for GCC

Vision has recently extended its managed accounts services for the GCC markets.

As of 30th September 2009, the assets under Mutual Funds and discretionary management of Vision were approximately RO 75 million (Rial seventy-five million).

investment PhilosoPhy and aPPRoaCh folloWed at vision

Vision’s stock picking is based on rigorous fundamental analysis and identification of companies in sound business which can offer total return from strong earnings growth and dividends. Investments are made with a goal of having a

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successful ownership cycle in the securities of these companies and maximizing the total risk-adjusted returns. The Buying and Selling of investments in Vision follow a disciplined approach. A Buy decision is typically based on the factors like rigorous fundamental analysis of the investment, close management contact, emphasis on well established and well managed companies in good business, emphasis on the valuation, etc. Similarly, a Sell decision would typically take into account factors like overvaluation, deteriorating fundamentals, stock volatility, macro economic factors, etc.

Particulars Vision Emerging gCC Fund Vision Emerging Oman Fund

Discretionary Portfolio Accounts managed by

Vision

Assets Under Management RO 13.66 million RO 9.45 million RO 51.72 million

USD 35.52 million USD 24.57 million USD 134.47 million

Launch Year 2005 2007 2002

Total Return Since Inception 35.12% 5.90% Significant Outperformance

Benchmark Returns Since Inception

-42.18%(MSCI GCC)

1.40%(MSM 30 Index)

332.19%(MSM 30 Index)

In addition to asset management in MSM, Vision has a successful track record in providing investment advisory services to its clients for the GCC and other international stock markets. The company relies on its internal resources and its wide network of relationship with brokerage and investment companies, businessmen and large investors to provide the investment advisory services.

The Board of Directors of Vision consists of:

• Mr. Redha Mehdi Jawad – Chairman• Dr. Taleb Ahmed Ali. – Vice Chairman (Representing Industrial and Financial Investment Company (IFIC), Kuwait)• Mr. Ali Mohammed Juma• Mr. Mohammed Ahmed Saeed Al Qassimi• Mr. Mustafa Ahmed Jaffer• Mr. Rashid Darwish Ahmed Al Katbi (Representing Darwish Ahmed & Sons Group)• Mr. Mahmoud A. Al Jafar• H.E. Ahmed D. Dagher Al Marar (Representing Al Bateen Investment Company, Abu Dhabi)• Mr. P. R. Ramakrishnan

asset manaGement team

The asset management team of Vision is comprised of the following personnel:

Mr. ali Mohammed Juma is the co-founder and Chief Executive of Vision.

Ali is a Mathematics and Computing graduate and has completed several advanced courses in management and finance from leading European & American Business Schools. He is the Chairman of MJS Group of Companies (group companies in Trading, Real Estate and Hospitality), Vision Insurance Company SAOC, and Al Osool Real Estate Company (ERA Oman).

Development of innovative financial concepts and product strategies with a competent team of Asset Management professionals can be largely attributed to Ali. His investment acumen has further accentuated the investment management process in the organization. His experience in regional and global markets and in diverse industries adds to the team’s expertise, an impeccable directional macroeconomic focus even in extreme circumstances.

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Mr. Mustafa Ahmed Jaffer will be the Investment Advisor for the Vision Real Economy GCC Fund.

Mr. Mustafa Ahmed Jaffer is one of the co-founders and the Executive Director of Vision. A finance graduate from USA,Mustafa has eight years experience in PDO as Head of Financial Support for Government Gas projects. He is the Investment Advisor to the two flagship Funds of Vision - Vision Emerging GCC Fund and Vision Emerging Oman Fund - providing holistic insights to regional investments. With over 12 years experience in the regional markets, he is the main driver to the growth of the assets under management and the excellent long term performance record that Vision continues to realize. As an Investment Advisor to Vision Emerging GCC Fund, he has made immense contribution that has resulted in the Fund becoming the top performing Fund in the region for two consecutive years (2006 & 2007) according to Markaz.

Mr. Rajesh Venkiteswaran will be the Fund Manager for the Vision Real Economy GCC Fund.

Mr. Rajesh carries with him asset management experience of 15 years which includes 9 years as an Investment Advisor to a Government Pension Fund. Additionally, Rajesh has been consultant Advisor (part time) for setting up settlement systems for the Muscat Securities Market and has been a Board Member of a listed Fund. He carries a wide range of Investment experience in GCC Stock markets as well as Private Equity Investments. Rajesh is an MBA from India. At Vision, Rajesh is responsible for the management of its two flagship Funds, Vision Emerging GCC Fund and Vision Emerging Oman Fund.

Mr Abbas Muslemi will be the Investment Analyst for the Vision Real Economy GCC Fund.

Mr. Abbas has been with Vision since April 2008 tracking listed Omani equities in the capacity of a buy-side research analyst. A business management graduate having specialized in finance and international finance, he is a CFA and FRM charter holder. Prior to joining Vision, Mr. Abbas was an NASD certified sell-side analyst, heading a team of four and working with Thomas Weisel (a NASDAQ listed Investment bank) out of their Mumbai office. Prior to the two years he spent with Thomas Weisel, he was employed with JP Morgan India in their business intelligence group.

Mr. Raj Shekhar will be the Investment Analyst for the Vision Real Economy GCC Fund.

Mr. Raj Shekhar is a buy-side analyst with Vision, tracking the GCC listed space. He holds an MBA (Finance) degree from ICFAI Business School, Hyderabad (India) and is also a Financial Risk Manager (FRM) & Licensed International Financial Analyst (LIFA) charter holder. He has also cleared all the three levels of CFA (USA) examination. Prior to joining Vision, he was working in a Sovereign Private Equity Fund in Oman as their sole buy-side analyst. He has been involved in the asset management, investment banking and media domain for more than 4.5 years. Well-versed with GCC equities, he has also covered several listed equities in industries including real estate, petrochemicals, financial services and manufacturing in diverse geographies like India, China, Europe and Australia.

Mr. Shabbir Kagalwala will be the Investment Analyst for the Vision Real Economy GCC Fund.

Mr. Shabbir is a Post Graduate in Finance (MS Finance) from ICFAI University, Hyderabad, India and a CFA Level II candidate. His total work experience in Equity Research is over 3.5 years. Shabbir has worked as an Analyst with research houses in India such as Karvy Global Services Ltd., Hyderabad and Netscribes India Pvt. Ltd., Mumbai, with a primary focus on the US, Europe and the Middle-East equity markets. His expertise includes equity research, equity valuation and financial model-building. Shabbir has been key research personnel in the team since February 2007 and actively covers the MENA listed equities for the Vision Emerging GCC Fund.

duties and ResPonsiBilities of the investment manaGeR

The Fund shall entrust the management of its investment to the Investment Manager.

Investment Manager shall undertake the following:

a) Manage the portfolio of the Fund in the best interest of the Investment Objectives of the Fund as stipulated in the Articles of Association.


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b) Take all investment decision or other decisions in the best interest of the Fund and investors.c) Accurately record all purchase and sale transactions undertaken in favour of the Fund and in keeping with their time sequence.d) Have an accounting system to classify, monitor and check all transactions in the Fund’s portfolio which are entered into the system and adjust to the cash and securities accounts opened in the name of the Fund with the Custodian.e) Provide liquidity for the Fund to discharge any obligations.f) Safeguard the Fund from any unnecessary investment risks.


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the fund

As per the Royal Decree No. 47/81 (as amended), the income of Funds such as the Vision Real Economy GCC Fund set up as joint investment accounts and registered with the CMA are exempt from income tax. The income earned by the Fund is therefore exempt from Omani taxation (but may be subject to local taxation to the extent income is derived from other jurisdictions).

investoRs

There is no Omani tax on the receipt of dividends from the Fund, or on the proceeds of any disposal of Units. Unit Holders may be subject to taxation if they are subject to taxation in any other jurisdictions.

Investors should consult their professional advisors on the potential tax consequences of subscribing for, purchasing, holding, transferring or redeeming of Units under the laws of their country of citizenship, domicile, residence or incorporation.

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issue exPenses and settinG-uP Costs

The Fund is expected to incur the following expenses:

a) Regulatory Feesb) Registration Fees c) Legal and other advisory Fee d) Publishing Charges e) Distribution Agent Fees f) Collecting Banks Fees g) Issue Manager Fees

The Fund intends to appoint Distribution Agents for the distribution and marketing of the Fund and will bear the commission expenses payable to such Distributors. However, the total Issue and Setting-up costs is not expected to exceed 2% of the Initial Issue. Should the Initial Issue and Setting-up costs exceed 2% of the Initial Issue, Vision Investment Services Co. SAOC will bear the costs in excess of 2% of the Initial Issue.

manaGement fees

As per the terms of the Investment Management Agreement between the Fund’s Management Body and the Investment Manager, the Investment Manager shall be entitled to receive from the Fund a Management Fee equivalent to 1.5% per annum of the Net Assets of the Fund. The Management Fee shall be accrued daily and paid monthly in arrears.

PeRfoRmanCe fees

The Investment Manager shall be entitled to a Performance Fee of 15% of excess annual return above 10%, calculated and payable annually in arrears.

In addition to the Management Fee and the Performance Fee payable, if any, the Fund will also incur the following recurring expenses:

a) The Fund will also bear the fees of the Fund’s Management Body which is not expected to exceed RO 49,000 per annum.b) The fee of the Custodian including any Sub-custodians is not expected to exceed 0.30% of the Net Asset Value per annum.c) The fee of the Administrator is not expected to exceed 0.15% of the Net Asset Value per annum.d) The Fund shall incur leverage costs, if applicable, payable to concerned credit lending institutions.

exPenses inCuRRed foR maintaininG aCCountinG ReCoRds and audit fees

a) Brokerage commission payable on purchase and sale of securities and other investments and any other technical, legal or consultancy fees payable relating to the assets of the Fund.b) Taxes payable, if any.c) Cost of publishing periodical NAVs and accounts.d) Printing and distribution expenses related to annual accounts and Unit Holders’ meetings.e) Any losses incurred as a result of dealing in securities held on behalf of the Fund.f) Any other expenses directly related to the Fund.

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GeneRal

a) The Fund shall have a financial liability independent from the Investment Manager and the Fund’s Management Body. A separate bank account in the name of the Fund shall be maintained for the purpose of financial transactions on behalf of the Fund.b) An independent and separate bank account for the Fund shall be maintained by the Custodian in Oman and also where necessary outside Oman, for the purpose of making withdrawals and deposits on behalf of the Fund.c) The Fund shall be treated, in respect of all sales and purchases and other transactions, as an independent entity and shall be credited in the case of sales and debited in the case of purchases. All costs related to the Fund shall be directly paid from the assets of the Funds.d) Accounting records for the Fund shall be maintained independently from the records of the Investment Manager and shall be audited by the independent auditors approved or nominated by the Fund’s Management Body. The Fund’s Management Body has the power to remove or change the Auditors of the Fund during the life of the Fund. The appointment of Auditors will be notified to the CMA.e) The financial year of the Fund shall be from 1 January to 31 December except for the first financial period which will start on the Closing Date and end on 31 December 2010.

aCCountinG PoliCy

The accounts of the Fund shall comply with the International Financial Reporting Standards and as required by Omani law.

Revenues and exPendituRe of the fund

Revenues

Revenues of the Fund shall consist of:

a) Profits earned as a result of dealing in securities held on behalf of the Fund.b) Income received from assets of the Fund.c) Interest credited to the accounts of the Fund.d) Any other revenue, directly linked to the Fund and resulting from the investment of the assets of the Fund.

expenditure

Expenditure of the Fund shall consist of:

a) the set up costs of the Fund;b) the fees of the Investment Manager;c) fees paid to Custodian and Sub-custodian if any;d) the fees of the CMA and any other licensing and listing fees or similar charges and expenses;e) expenses in respect of accounting records and auditing fees;f) customary brokerage commission and banking fees paid in connection with the sale and purchase of securities held on behalf of the Fund and any other technical, legal or consultancy fees relating to the acquisition, maintenance and disposal of assets of the Fund;g) all liabilities of the Fund in relation to taxation, whether due on the assets or income of the Fund;h) any expenditure related to the exercise of rights and duties in respect of the assets of the Fund;i) the cost of preparing, printing, publishing and distributing public notices, annual and interim reports, valuations, accounts and price lists and such other reports or documents as may be allowed or required under the applicable laws or regulations of Oman and any other communications to Unit Holders; j) costs of printing any certificates or proxies;k) any losses incurred as a result of dealing in securities held on behalf of the Fund; l) the cost of maintaining accounts;m) the cost of preparing and filing all official documents concerning the Fund, including registration statements and offering circulars with all authorities having jurisdiction over the Fund or the offering of Units;

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n) the cost of holding any meeting of Unit Holders;o) legal fees;p) the fees of the Fund’s Management Body; andq) any other expenditure directly related to the Fund.

RePoRts and aCCounts

The Fund’s financial year will be from 1 January to 31 December in each year. However, the first financial year of the Fund will start from the Closing Date of subscription and will end on 31 December 2010. The Investment Manager will within 60 days of the closing of each financial year prepare the Balance sheet and Profit and Loss accounts and further statements detailing the main items of revenues and expenditures duly audited by an independent auditor. Audited accounts will be sent to Unit Holders by mail within 60 days of the closing of each financial year. Quarterly financial statements will be filed with the MSM information centre within 30 days of the end of the relevant quarter and also published in two daily newspapers in Oman, one in Arabic and one in English.

PRePaRinG of finanCial statements

The financial statement of the Fund will be prepared in accordance with International Financial Reporting Standards (IFRS).


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The calculation of the Net Asset Value (NAV) is the responsibility of the Administrator and is to be effected at the close of the business on each Business Day. The valuation of the Units will be carried out on each Business Day.

The NAV will be calculated by the Administrator (after taking advice from the Investment Managers and other appropriate experts) as the value of the assets attributable to the Fund (including accrued income) less the attributed liabilities (including accrued charges and expenses and provisions for contingent liabilities, if any, where appropriate). The NAV per Unit will be calculated by dividing the NAV of the Fund by the total number of Units outstanding on the relevant Business Day.

All investments, as defined by CMA, shall be valued as per IFRS.

The Fund may not suspend the right of the investor to redeem the value of his Units except:

a) For any period during which trading is suspended on securities representing at least 51% of the total assets of the Fund.b) In accordance with any limits or provisions clearly stated in the Articles of Association of the Fund.c) In exceptional circumstances approved by CMA.

The Fund that has suspended redemption shall, within the next Business Day after the date of suspension, send a notice to CMA and shall disclose the same.

PuBliCation

NAV per Unit will be published, at the end of each Business Day, in two daily newspapers - one Arabic and one English.

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This Prospectus constitutes an invitation to investors to subscribe to Units in Vision Real Economy GCC Fund. This Prospectus describes the terms and conditions governing the Issue and Subscription to Units in Vision Real Economy GCC Fund and the subsequent management and operation of the Fund.

eliGiBility foR investment in the fund

The Fund is open for subscription to both Omani and non-Omani investors including individuals, companies, institutions, Pension Funds, Government and Semi-Government organizations.

PRohiBitions With ReGaRd to the aPPliCations foR suBsCRiPtion

The subscribers to the Units issued as mentioned hereunder shall not be permitted to participate in the subscription:

● Trust accounts - Whereas, the Licensed Companies would be required to address their customers for the subscription in their personal names.

● Applications made under joint names, including the applications made in the name of legal heirs - Whereas, they or their legal attorney would be required to apply in their personal names.

suBsCRiPtion foRms

The Prospectus and Subscription Forms for Initial Subscription can be obtained from the branches of the Collecting Banks or from the office of the Issue Manager.

After the closure of the Initial Subscription Period, the Prospectus and Subscription Forms for Subsequent Subscription shall be available at the office of the Administrator.

suBsCRiPtion PRiCe

The Initial Subscription Price is Rial 1.000 plus Subscription Fee of 20 Baisas per Unit.

suBsequent suBsCRiPtion PRiCe

On all Subsequent Subscriptions, the Units will be available for subscription at NAV per Unit on the relevant Subscription Day, plus a Subscription Fee upto 5%, which may be waived in whole or in part at the discretion of the Fund’s Management Body.

The minimum Subsequent Subscription into the Fund shall be 100 units for each subscriber.

suBsCRiPtion on Behalf of minoR ChildRen

● Any person of an age less than 18 years as on the date of subscription shall be treated as minor.

● Only father may subscribe on behalf of his minor children.

● If the subscription is made on behalf of a minor by any person other than the father, he/she shall be required to attach a valid legal Power of Attorney issued by the competent authorities authorizing him/her to deal in the funds of the minor through sale, purchase and investment.

suBsCRiPtion PeRiod

The Initial Subscription Period shall commence on 16/02/2010 at 8.00 am (GMT +04.00), and end on 17/03/2010 at the closure of the bank’s normal working hours.

The Subsequent Subscription shall commence after publication of the first NAV of the Fund. Units will be available for subscription on submission of the Subscription Form to the Administrator along with the payment, on any Business Day, three Business Days prior to the Subscription Day (except during any period when the calculation of the NAV is temporarily suspended).

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minimum size foR initial suBsCRiPtion

The Fund will not be established and all applications received for Initial Subscription shall be refunded unless valid subscriptions are received for a minimum of 2,000,000 (two million) Units during the Initial Subscription Period.

minimum suBsCRiPtion

The minimum subscription into the Fund shall be 1,000 Units for each subscriber and in multiples of 100 Units thereafter.

maximum suBsCRiPtion

As per the current regulations of CMA, there is no maximum limit on the Unit holding by a single investor.

PaRtiCulaRs of the Bank aCCount

• Subscribers shall be required to furnish the particulars of their bank account (registered in the name of the applicant). The subscriber shall not use the bank account number of any other person except in case of minor children only.

• Subscribers shall be required to submit a document in evidence of correctness of the bank account particulars as provided for in the application. This can be done by submitting any document from the bank of the subscriber furnishing therein account number and name of the account holder like the upper portion of the Account Statement issued by the bank containing these particulars only or a letter or any document issued by the said bank containing the said information. The subscriber shall ensure that the evidence submitted is clearly readable, contains account number and full name of the account holder.

• The application for subscription containing the bank account number of a person other than the Subscriber shall be rejected, with the exception of the applications made on behalf of minor children that contain bank accounts particulars of their father.

doCumentation RequiRed

• Submission of a document confirming correctness of the bank account number as provided for in the application for subscription.

• Copy of a valid Power of Attorney duly endorsed by the competent legal authorities, in the event the subscription is on behalf of another person (except in case of the subscription made by a father on behalf of his minor children).

Refund of the sums PeRtaininG to the ReJeCted aPPliCations

In case of Initial Subscription, the Issue Manager undertakes to refund the sums covered under the applications for the subscription that are rejected, through the banks receiving the subscription by transferring them to the bank account numbers provided for in the Subscription Forms, within 15 (fifteen) Business Days from the Closing Date upon the allotment of Units. However, if the Issue Manager fails to refund the funds, he shall undertake to pay penalty in the form of interest as per the rates applicable to the bank deposits for the total period of delay until the date of transfer.

In case of Subsequent Subscription, the Administrator undertakes to refund the sums covered under the applications for the subscription that are rejected, within three (3) Business Days from the relevant Subscription Day. However, if the Administrator fails to refund the funds, he shall undertake to pay penalty in the form of interest as per the rates applicable to the Bank Deposits for the total period of delay until the date of transfer.

mode of suBsCRiPtion

• The subscribers shall be responsible for furnishing all their particulars, ensuring correctness and validity of the information provided for in the Subscription Forms.

• The subscribers shall be required, before filling the Subscription Form, to peruse the Prospectus and read the conditions and procedures governing the subscription with total care and importance.


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• The subscribers shall be required to fill in the complete Subscription Form and furnish all their particulars as required in the Form, including the Civil Status Number, Date of Birth in case of minor children, Commercial Registration Number in case of companies, etc.

• The subscribers applying for Units during the Initial Subscription Period shall be required to submit the Subscription Forms for Initial Subscription to one of the banks receiving the subscriptions (as referred to in the Prospectus) and make payment towards the Units as specified in the Prospectus, ensuring that the documents in support of the information furnished referred to above are enclosed.

• The subscribers applying for Units subsequent to the Initial Subscription Period, shall be required to submit the Subscription Form for such Subsequent Subscription to the Administrator as referred to in the Prospectus and make payment towards the Units, ensuring that the documents in support of the information furnished referred to above are enclosed.

• In case of payment of the value of the subscription by cheque/demand draft, it shall be in favour of “Vision real Economy gCC Fund”.

ReCeivinG suBsCRiPtions

The Subscription Forms for the Initial Subscription shall be accepted by one of the following banks during their official working hours only:

1. Bank Muscat SAOG2. National Bank of Oman SAOG3. Oman Arab Bank SAOG4. Ahli Bank SAOG5. Bank Sohar SAOG

The bank receiving the Initial Subscription and the Administrator in case of Subsequent Subscriptions, shall be required to accept the Subscription Forms after confirmation of compliance with the procedure and subject matter, in line with the requirements as provided for in the Prospectus. Hence, the bank/the Administrator, as the case may be, shall instruct the subscribers to comply and fulfill any requirement that may appear in the application submitted.

In case of Initial Subscription, the subscribers shall be responsible for submission of their Subscription Forms to one of the banks receiving the Initial Subscription before closing of the Initial Subscription Period. In this regard, the bank shall have the right not to accept any application for subscription that reaches after the official working hours on Closing Date of the Initial Subscription Period.

In case of Subsequent Subscriptions, the subscribers shall be responsible for submission of their Subscription Forms to the Administrator’s office during its official working hours on Business Days. In this regard, the Administrator shall have the right not to accept any application for subscription that reaches its office after the official working hours on any given Business Day or at any time on a day which is not a Business Day.

The Administrator may also choose to accept such Subscription Form; however, the same shall be treated as officially received by the Administrator at the start of the official working hours on the following Business Day.

acceptance of the applications for subscription

The banks receiving the Initial Subscription and the Administrator receiving the Subsequent Subscriptions shall neither receive nor accept the applications for subscription under the following circumstances:

a) if the Subscription Form does not bear the signature of the subscriber;b) in case of failure to pay the full value of the Units subscribed in accordance with the conditions provided for in the Prospectus;c) if the value of the Units subscribed is paid through cheque and if the same is dishonoured for whatever be the reason;d) if the Subscription Forms are submitted under joint names;e) if the subscriber is a Trust Account;f) if the subscriber has subscribed through more than one Subscription Form in the same name;


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g) if the supporting documents referred to in the Prospectus are not enclosed with the Subscription Form;h) if the application does not contain all the particulars of the bank account of the subscriber;i) if any particulars of the bank account held by the subscriber as provided for in the Subscription Form are noted to be incorrect;j) if the particulars of the bank account provided for in the application are found to be not relevant to the subscriber, with the exception of the applications submitted in the name of minor children, who are allowed to make use of the particulars of the bank accounts held by their father;k) in case of failure to have the Power of Attorney attached with the application as provided for in this Prospectus in respect of the person who subscribes and signs on behalf of another person (with the exception of a father who subscribes on behalf of his minor children);l) if the application has not complied with the legal and organizational requirements as provided for in the Prospectus.

PRomoteR’s Commitment

The Promoter - Vision Investment Services Co. SAOC has committed to participate in the Fund by subscribing to 5% of its initial Units, and has also committed not to redeem any Units for 3 years from the Incorporation of the Fund.

In case of Initial Subscription, if the Subscription Bank observes, after receipt of the subscription application and before expiry of the time schedule prescribed for handing over the applications in a final manner to the Issue Manager, that the application has not complied with the legal requirements as provided for in the Prospectus, due effort would be taken for contacting the subscriber so as to correct the mistake detected. In case of failure to correct the mistake within the period referred to, the bank receiving the subscription shall be required to return the application for the subscription to the subscriber, together with the subscription value before expiry of the period specified for handing over of the applications to the Issue Manager.

Refusal of suBsCRiPtion aPPliCations

In case of Initial Subscriptions, the Issue Manager may reject the subscription applications under any of the conditions referred to above, after securing the approval of CMA and submission of a comprehensive report furnishing the details of the subscription applications that are required to be rejected and reasons behind such rejection.

If, in case of Initial Subscriptions, it is observed by the Issue Manager that there are subscription applications that bear the same Civil Status Number or the same bank account number (with the exception of minor children), all such applications shall be rejected treating them as repeated and given back to same Unit Holder.

enquiRy & ComPlaints

In case of Initial Subscription, the subscribers who intend to seek clarification or file complaints with regard to the issues related to the allotment or rejected applications; may contact the branch of the bank where the subscription was made. In case of absence of any response from the branch, the subscriber may contact the person concerned as hereunder:

Bank Muscat National Bank of Oman Oman Arab Bank SAOC

Persons to be contacted Venu K Gopal Krishnan Karuppiah Ahmed Nasser Al Riyami

Email Id [email protected] [email protected] [email protected]

Phone No 24768213 24778610 24754304

Fax No 24788864 24778993 24827367

ahli Bank Bank Sohar

Persons to be contacted Adil Said Al Zadjali Haider Iqbal Al Lawati

Email Id [email protected] [email protected]

Phone No 24577195 24662155

Fax No 24562120 24662156


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If the bank receiving the Initial Subscription fails to arrive at a solution or settlement with the person who has subscribed, it shall refer the subject matter to the Issue Manager, and keep the subscriber posted of the progress and development in respect of the subject matter of the dispute. The subscriber shall also keep in touch with the bank receiving the subscription to know the decisions arrived at.

In case of Subsequent Subscriptions, the subscribers who intend to seek clarification or file complaints with regard to the Units issued/rejected applications or redemption requests or refund of their funds, may contact the person named hereunder, at the office of the Administrator of the Fund:

Name: Narjes Mohammed Al LawatiTel: (968) 2470 8088, Fax: (968) 2470 8099E-mail: [email protected]

notiCe ReGaRdinG allotment

In case of Initial Subscriptions, the Issue Manager will issue allotment advice to the investors within 15 (fifteen) days from the Closing Date upon the allotment of Units. The Issue Manager shall send notices with regard to the allotment to all the subscribers concerned, by post, as per the addresses specified in the Subscription Form, immediately on receipt of the approval of CMA concerning the allotment.

In case of Subsequent Subscriptions, the Administrator will issue allotment notification within two (2) Business Days from the relevant Subscription Day.

exPeCted time sChedule foR ComPletion of the initial suBsCRiPtion PRoCeduRes

Procedure Date

Commencement of subscription 16/ 02/ 2010

Closing of subscription 17/ 03/ 2010

Due date for the Issue Manager to receive the subscription applications from Collecting Banks

24/ 03/ 2010

Notifying CMA of the outcome of the subscription and proposal with regard to the allotment

28/ 03/ 2010

Approval of CMA with regard to the proposal for the allotment 30/ 03/ 2010

Completion of the allotment procedures and refund of the money received on applications rejected

04/ 04/ 2010

Incorporation of the Fund 06/ 04/ 2010

Commencement of Subsequent Subscription of Units One month after Incorporation of the Fund

ResPonsiBilities & oBliGations

The Issue Manager, the banks receiving the Initial Subscription and the Administrator, shall abide by the responsibilities and functions specified pursuant to the instructions and regulations laid down by CMA. The said bodies shall also abide by any other responsibilities that are provided for in the agreements entered into between them and the body issuing the Securities.

The parties concerned shall be required to take remedial measures with regard to the damages arising from any negligence committed in the performance of the functions and responsibilities assigned to them. The Issue Manager shall be the body responsible before the Surveillance Authorities in taking suitable steps and measures for repairing such damages.


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Every Unit Holder has the right to require the Fund to redeem its Units on any Redemption Day (save during any period when the calculation of the NAV is temporarily suspended), at the Net Asset Value of the Units of the Fund less Redemption Fee.

The maximum redemption, on each Business Day, may be limited to 5% of the Fund (or such lesser amount as the Investment Manager may determine from time to time).

GeneRal

Units may be redeemed on each Business Day. Redemption requests should be addressed to the Administrator. Redemption requests may be given in writing or by tele-fax (if the Fund has previously received a completed indemnity with respect to faxed instruction) at the Administrator’s registered office. To be effective, the request must refer to the Fund and contain full registration details, the number of Units to be redeemed and bank details for the payment of the Redemption proceeds.

Redemption requests for any Redemption Day must be received by the Administrator, at the latest, by 5:00 pm (1:00pm GMT), three (3) Business Days prior to the relevant Redemption Day.

limit on RedemPtion

Normally, no more than 5% of the Fund may be redeemed in a day. If the Fund receives redemption requests for more than 5% of the Fund for any day, applications will be reduced and satisfied pro-rata amongst those requesting redemption. Redemption requests not discharged, unless revoked by the Unit Holder with the consent of the Fund, will be carried forward to the next Business Day, when they will take priority over later redemption requests subject always to the overall limit for redemptions in any day. This limit may be waived off by the Fund.

The redemption price per Unit will be the NAV per Unit on the Business Day preceding the Redemption Day less, where applicable, a Redemption Fee as described below.

RedemPtion fee

Redemption of any Units held by a Unit Holder will be subject to deduction of a Redemption Fee upto 2% of NAV. The level of the fee may be amended at the meeting of the Fund’s Management Body.

no RedemPtion “in-sPeCie”

Units may only be redeemed for cash and there will be no redemption in exchange for the transfer of interests in the securities and other assets of the Fund.

settlements

Settlements will normally be made by electronic bank transfer. Payment will normally be made within three (3) Business Days of the relevant Redemption Day. Settlement amounts may be subject to bank charges levied by the Unit Holder’s own (or a correspondent) bank.

ReDeMPTIon of UnITs

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The Fund’s Management Body shall recommend to the extraordinary general meeting to dissolve and liquidate the Fund for any reason including:

a) Expiration of its term.b) Accomplishment of the objective for which the Fund was established pursuant to the Articles of Association and the Prospectus.c) Reduction of the Net Asset Value (NAV) of the Fund to less than RO 500,000.d) The Fund stops carrying out its business without legitimate reason.e) Reduction in the Net Asset Value (NAV) to the extent that expenses incurred by the investors are unreasonably high.f) On recommendation by the Investment Manager.g) On request by CMA.

The general meeting shall issue the resolution to dissolve and liquidate the Fund including appointment of liquidator, setting its fees and the liquidation process. The powers of the Fund’s Management Body and Service Providers shall end immediately on appointment of the liquidator.

The proceeds of the liquidation shall be used to discharge the due and payable obligations of the Fund, after payment of dissolution and liquidation expenses. The balance shall be distributed to investors on pro-rata basis according to their holdings.

DIssolUTIon anD lIQUIDaTIon of The fUnD

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The Unit Holders jointly hold the assets of the Fund, each holding an indivisible proportionate share, the proportion being equal to the proportion of the total number of Units in issue that is represented by the number of Units each holds.

All Unit Holders shall have the following rights inherent in the ownership of the Units, namely:

a) the right to receive such profits after expenses as may be derived from the investment activities of the Fund and as may be, within discretion of the Fund’s Management Body, distributed to Unit Holders from time to time;b) the right to share in the distribution of the Fund’s assets upon liquidation of the Fund;c) the right to inspect the annual balance sheet, profit and loss statement and cash flow statement and the other financial books of accounts and records relating to the Fund;d) the right to receive notice of and the right to participate and vote in any meeting of the Unit Holders;e) the right to apply for the annulment of any decision by a meeting of the Unit Holders or the Fund’s Management Body or the Investment Manager which is contrary to the law of the Sultanate of Oman or this Prospectus; f) the right to institute actions against the Fund’s Management Body, the Investment Manager or the Auditors of the Fund on behalf of the Unit Holders;g) the right to request quarterly, half yearly and yearly financial accounts of the Fund.

Investors who holds at least 5% of the Units may request the Fund’s Management Body to cancel any resolution adopted by the Fund’s Management Body or in the general meeting as the case may be, if such resolution is detrimental to the Fund or investors. The request shall be referred to the same body which has issued the resolution, to decide on it.

limit of liaBility

Once the issue price has been paid in full, a Unit Holder has no further financial liability to any party in respect of the Units or the liabilities of the Fund.

votinG RiGhts

Each Unit Holder has a right to exercise a vote at any meeting of Unit Holders. Each Unit will represent one vote.

aCCounts and RePoRts

The Investment Manager shall, within 60 days of the closing of each financial year, prepare the balance sheet and profit and loss accounts and further statement detailing the main items of revenues and expenditures duly audited by the Independent Auditor. These statements of accounts and reports shall be sent by ordinary mail to each Unit Holder within 60 days of the close of each financial year. Financial statements of the Fund will be filed with the MSM Information Centre, within 30 days for each quarter and 60 days for the full financial year; and will be published in two daily newspapers in Oman, one in Arabic and one in English.

ReGisteR of unit holdeRs

The Administrator will maintain the Unit Holders’ Register.

PRofits & dividend distRiButions

The Unit Holders are entitled to the net returns (profits) realized by the Fund after deducting all liabilities, including fees, expenses and tax. However, the Investment Manager has the discretion to distribute the profits as dividend or reinvest such profits without distributing them to the Unit Holders.

The Fund’s Management Body may declare dividends, in respect of any financial period, to be paid to Unit Holders out of the following:

a) dividends received by the Fund;b) interest received by the Fund andc) realized or unrealized profits derived from the purchase and sale of securities.

Dividend distribution will be within the rules and regulations of CMA.

UnIT holDeRs’ RIGhTs

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dividend announCements and Payment

Dividend and distribution announcements will be published in two daily newspapers in Oman, one in English and one in Arabic. Unit Holders may elect in writing to receive a dividend or distribution by cheque or payment by electronic bank transfer, net of bank charges. Unless specified otherwise, payment will normally be made in RO. If requested, payment may be made in any other major currency freely convertible into RO at the prevailing rate of exchange and subject to any applicable charges.

GeneRal meetinG

a) The general meeting is the supreme authority of the Fund and shall comprise of all Unit Holders.

b) Every Unit Holder or his proxy carrying a written authorization may attend the general meeting and shall have one vote for every Unit held by him.

c) The general meeting shall be held in accordance with the Articles of Association. The extraordinary general meeting may be held if the Fund’s interest so requires or in accordance with the law or regulation or on request by an investor or more who hold 10% or more of the Fund’s capital. However, in case of all of the following issues, the extraordinary general meeting shall be convened to consider:

1. Amendment to the Articles of Association.2. Change of main Investment Objectives of the Fund.3. Change in the frequency of calculation of NAV.4. Reducing the frequency or limits on redemption.5. Change of the Fund’s status such as a merger, spinoff or conversion or other.6. Dissolution and liquidation of the Fund.

d) Where the Fund’s Management Body fails to convene the general meeting the Investment Manager shall convene it. Notice to attend the general meeting shall not be valid unless it also includes the agenda. Notice to attend the general meeting shall be published, after approval by CMA, in at least two daily newspapers for two consecutive days. The notice shall be sent to the investor by ordinary post or delivered by hand or to his representative after recording his signature, at least two weeks prior to the date of the meeting together with authorization form, agenda, memos and documents to be discussed by the meeting.

e) The Fund’s Management Body shall establish the agenda of the general meeting or it may be established by Investment Manager if the meeting is convened by the Investment Manager. The agenda shall also include proposals by any investor who holds at least 5% of the capital, at least two weeks prior to the date of sending the notice to the Unit Holder’s to attend the meeting.

The general meeting shall not consider any issues that are not included in the agenda.

f) Investors and proxies who hold all the Units of the Fund may hold a general meeting without regard to the rules stipulated for such meeting. The meeting may adopt any resolutions within the authority of the general meeting.

g) The general meeting shall be valid if attended by investors or proxies representing at least 50% of the investment Units in case of an ordinary general meeting and at least 60% for extraordinary general meetings. Where the required quorum is not present, a second general meeting shall be called within one month from the date of the first meeting. The notice shall be published in the daily newspapers at least one week prior to the date of the meeting. The second ordinary general meeting shall be valid regardless of the percentage of attendance. The second extraordinary general meeting shall require attendance by investors holding at least 50% of the investment Units.

h) Resolutions of the ordinary general meeting and extraordinary general meetings shall be adopted by absolute majority unless the Articles of Association of the Fund provides for a higher percentage.

i) The general meeting shall be chaired by the Chairman of the Fund’s Management Body or its Vice Chairman and by the Investment Manager if it has called for the general meeting but the Chairman and Vice Chairman are absent. The meeting shall appoint a secretary to record the minutes including deliberations, resolutions and votes. Every investor shall have the right to access the minutes.

j) CMA may send an observer to attend all general meetings, supervise its procedures and ensure that resolutions are adopted in accordance with the law. The minutes signed by the secretary and approved by the Chairman of the meeting, Auditor and the Legal Advisor, shall be filed with CMA within fifteen days from the date of the meeting.


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Investors should take the following risks into consideration before arriving at an investment decision in the Fund.

maRket Risk

The Fund’s investments are subject to market fluctuations and other such risks inherent in all equity investments. Therefore, the price of Units may decline or increase due to these market risk factors and the value of an investment in the Fund may be subject to sudden and substantial variations.

However, the Fund will strive to minimize this risk by diversifying its investments accross sectors and geographical regions.

histoRiCal tRaCk ReCoRd

The Fund is newly formed and therefore it does not have an operating history or a track record. Neither the past performance of Vision’s portfolios, nor the performance of Vision as an Investment Manager, nor the past performance of the GCC and other Regional stock markets may be construed as an indication of the future outcome of an investment in the Fund.

However, Vision has substantial experience in investment management and investment advisory services in the local and international markets. Additionally, Vision has been managing substantial investments for its clients since the last eight years.

PolitiCal and eConomiC Risks

The value of Units and the income generated by the Fund may be affected by uncertainties such as political developments; changes in government policies; taxation and interest rates; currency repatriation; and other changes in laws and regulations, in particular, in expropriation, nationalization or confiscation of assets and limits on foreign ownership of securities.

However, Vision will consider the above risk factors before arriving at an investment decision for the Fund.

illiquidity of investments

GCC and the regional markets are relatively less liquid compared to the developed markets.

However, the Fund will consider liquidity as a key factor prior to making an investment decision (there can be no guarantee that this objective can be achieved at all times). Furthermore, overall liquidity has improved dramatically in the regional markets over the last few years due to a shift in focus of investors from international markets to the regional markets.

aCCountinG PRaCtiCe

Accounting standards in the countries where the Fund will invest may not correspond to International Financial Reporting Standards in all material respects. In addition, auditing requirements and standards in those countries may differ from those generally accepted in the international capital markets and, consequently, information which would be accessible to investors in developed capital markets may not always be available for companies in the markets where the Fund will invest.

However, the Fund will strive to procure extensive information before making an investment decision.

leGal Risk

In certain countries where the Fund may invest, the rate of legislative change may be extremely rapid and the impact of such proposed legislation, when it’s eventually adopted, can be difficult or impossible to predict. Such proposed legislation may have an adverse effect particularly on foreign investments. Similarly, it’s difficult to anticipate the impact of legislative reforms on securities in which the Fund may invest.

However, given the recent favourable initiatives of the regional governments towards encouraging private and international investment, any adverse changes in the regulations seem unlikely.

RIsK faCToRs

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taxation

Tax laws and their practice in countries in which the Fund may invest are not as clearly established as those in the developed nations. Therefore, it’s possible that the current interpretation of the law or an understanding of its practice may change or, indeed, the law itself may be changed with retrospective effect. Accordingly, it is possible that the Fund could become subject to taxation in the countries in which it may invest. Such changes in taxation may not be anticipated by the Fund when investments are made, valued or disposed off.

exChanGe and CuRRenCy Risks

Although the Fund expects to invest in securities primarily denominated in RO, or in currencies that will not fluctuate against the RO; some investments of the Fund will be denominated in other currencies. Therefore, a change in the value of the RO against the relevant currencies can result in a corresponding change in the Net Asset Value of the Fund. Changes in Exchange Control Regulations and other economic or monetary policies may also impact the NAV. The Fund’s Management Body does not intend to hedge foreign exchange risk and, accordingly, any risk arising from an adverse movement in the local currencies or foreign exchange rates shall be borne by the investors.

However, since most of the regional currencies are pegged to the US dollar, the risk of inter-currency fluctuation is minimized.

Custody and foReiGn investoR ReGulations

The Fund may be unable to gain a direct exposure to securities of certain target countries (other than Oman) or of markets where costs of a direct exposure as against an indirect exposure are deemed unreasonable by the Fund’s Management Body. In such circumstances, the Fund may gain an exposure through a debt or other such liability to a bank or a financial institution (which may include the Custodian), the size of which will depend on the value of the identified portfolio of securities. In these circumstances, the Fund may be at risk in the event of insolvency of the aforementioned bank or financial institution.

However, the Investment Manager and the Fund’s Management Body will take these factors into account before considering any such arrangement for an indirect exposure to securities.

BoRRoWinG

The Fund’s Management Body has the power to borrow; subject to the restrictions in Chapter 8, under unforeseen circumstances and as a temporary arrangement; only when the borrowings of the Fund are not more than 10 percent of its Net Asset Value, to meet expenses and dividend payments. The use of borrowing creates special risks and may materially increase the Fund’s investment risk. Interest costs adversely affect the profitability of investments. Additionally, leverage may increase the Fund’s susceptibility to market fluctuations. In extreme circumstances where the value of the Fund’s investments may decline; due to a highly leveraged position, the Fund’s losses would be exacerbated and may even be higher than its initial investment (net of borrowings). An extreme event of a sudden and substantial decline in the market value of the Fund’s portfolio may trigger the financial covenants in the borrowing agreements of the Fund, which may result in the Fund being required to sell its investments in a declining market to meet its obligations towards its lenders. This may result in a significant decline in the realizable value of the Units as also the NAV of the Fund.

However, since the Fund proposes to resort to borrowings only as a temporary arrangement to meet expenses and dividend payments; these borrowings shall be repaid at the earliest possible opportunity.

The foregoing is not a comprehensive list of investment risk factors, and potential Investors are urged to consult with their professional advisors as to the legal, regulatory, tax and business risks involved in this Fund.


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According to the responsibilities prescribed in Article (13) of Capital Market Law, its Executive Regulation and Instruction issued by CMA, we have examined all relevant documents and other materials in connection with the finalisation of the offer documents pertaining to Vision Real Economy GCC Fund whose issue manager is Vision Investment Services Co. SAOC. On the basis of such examination and the discussions with the Issuer’s Company, its directors and other officers, other agencies, independent verification of the of the Prospectus concerning the objects of the Issue, price justification and the contents of the documents mentioned in the Annexure and other papers furnished by the Company,

We confirm that:

We have carried out the required due diligence to ensure that the information included in the offer document forwarded to CMA are in conformity with the documents, materials and papers relevant to the issue.

All the legal requirements connected with the Issue under reference have been duly complied with.

The disclosures made in the offer documents (and its unofficial translation in English) are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue. Also the Prospectus does not contain any misleading information or any material information, the omission of which may, make the Prospectus misleading

Vision Investment Services Co. SaOC (Issue Manager)

Stamp Date 31/01/2010

Rajab Al Kathiri & Associates (Lawyers & Legal Consultants)

Stamp Date 31/01/2010

DUe DIlIGenCe CeRTIfICaTe bY The IssUe ManaGeR

app

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