nigeria entertainment fund - greenwich trust · pdf filenigeria entertainment fund. 2 ... 2017...

Fund Manager Issuing House

RC: 664962

RC: 189502

You are advised to read and understand the contents of the Prospectus. Before subscribing, please consult your stockbroker, solicitor, banker or an independent investment adviser registered by the Securities and Exchange Commission. This Prospectus has been seen and approved by the directors of the fund manager and/or promoters of the unit trust and they jointly and individually accept full responsibility for the accuracy of all information given and confirm that, after having made all enquiries which are reasonable in the circumstances, and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading.

Initial Public Offering of

10,000,000 Units of N100 each at par

In the

(A Balanced Fund) (Authorised and Registered in Nigeria as a Unit Trust Scheme)

Payable in full on Application

This Prospectus and the Units which it offers have been registered by the Securities & Exchange Commission. The Investment and Securities Act 2007 provides for civil and criminal liabilities for the issue of a Prospectus which contains false or misleading information. Registration of this Prospectus and the units which it offers does not relieve the parties of any liability arising under the Act for false or misleading statements contained or for any omission of a material fact in any Prospectus.

TABLE OF CONTENTS

This Prospectus is dated July 13, 2017

Offer Opens: August 28, 2017

Offer Closes: October 5, 2017

NIGERIA ENTERTAINMENT FUND

2 | P a g e Nigeria Entertainment Fund- IPO

TABLE OF CONTENTS

1. DEFINITIONS ..........................................................................................................................................4

2. ABRIDGED TIMETABLE .........................................................................................................................6

3. SUMMARY OF THE OFFER ....................................................................................................................7

4. THE OFFER............................................................................................................................................. 11

5. PARTIES TO THE OFFER .................................................................................................................... 12

6. INFORMATION ON THE NIGERIA ENTERTAINMENT FUND .................................................... 14

6.1 Investment Rationale ......................................................................................... 14

6.2 The Fund ............................................................................................................ 14

6.3 Prospect of the Fund ......................................................................................... 15

6.4 The Investment Committee ................................................................................ 15

6.5 Investment Policy .............................................................................................. 15

6.6 Investment Incentives ....................................................................................... 16

6.7 Target Investors ................................................................................................ 16

6.8 Subscription to the Fund .................................................................................... 16

6.9 Foreign Currency Investors ................................................................................ 17

6.10 Income and Distribution .................................................................................... 17

6.11 Risk Assessment Policy ...................................................................................... 17

6.12 Risk Factors ....................................................................................................... 17

6.13 Statements of Unitholding ................................................................................. 19

6.14 Unitholders’ Meetings and Voting Rights ............................................................ 19

6.15 Valuation of Units .............................................................................................. 19

6.16 Transfer and Redemption of Units ...................................................................... 19

7. FINANCIAL FORECAST....................................................................................................................... 20

7.1 Letter from the Reporting Accountants ............................................................... 20

7.2 Bases and Assumptions Underlying the Forecast Offer Statistics ........................ 21

7.4 Summary of the Financial Forecasts ................................................................... 23

7.5 Letter from the Issuing House ............................................................................ 24

8. INFORMATION ON THE FUND MANAGER AND TRUSTEES ...................................................... 25

8.1 The Fund Manager............................................................................................... 25

8.2 Directors of the Fund Manager ............................................................................ 25

8.3 The Fund Management Team ............................................................................... 27

8.4 Profile of the Trustee (UTL Trust Management Services Limited) ......................... 28

8.5 Directors of the Trustee (UTL Trust Management Services Limited) ..................... 28

8.6 Profile of Management (UTL Trust Management Services Limited)....................... 29

8.7 The Investment Committee ................................................................................. 31

8.8 Profit & Loss Account of Greenwich Asset Management Limited .......................... 32

8.9 Statement of Financial Position of Greenwich Asset Management Limited ........... 33

8.10 Statement of Cashflows of Greenwich Asset Management Limited ....................... 34

8.11 Consolidated Accounts of the Trustees (UTL Trust Management Services Limited) 35


TABLE OF CONTENTS

9. STATUTORY AND GENERAL INFORMATION ................................................................................ 36

9.1 Indebtedness ........................................................................................................ 36

9.2 Claims and Litigation ............................................................................................. 36

9.3 Costs and Expenses ............................................................................................... 36

9.4 Relationship between the Fund Manager and the Trustees ..................................... 36

9.5 Relationship between the Fund Manager and the Financial Adviser/Issuing House 36

9.6 Relationship between the Fund Manager and the Custodian ................................... 36

9.7 Material Contracts ................................................................................................. 36

9.8 Consents ............................................................................................................... 37

9.9 Documents Available For Inspection ...................................................................... 37

9.10 Extracts of the Trust Deed ..................................................................................... 38

3. Appointment Of Trustees And Declaration Of Trust .............................................. 38

4. Constitution And Administration Of The Trust ...................................................... 38

5. Issue And Sale Of Units ....................................................................................... 40

9. Investment Policy And Investment Outlets .......................................................... 40

15. Issuance Of Statement Of Unitholding .............................................................. 41

16. Form And Execution Of Statement Of Unitholding .............................................. 41

18. Distribution Of Income/Reinvestment ............................................................... 41

22. Unit Holders’ Right Of Redemption .................................................................... 42

23. Indemnities, Duties and Responsibilities and Powers of the Fund Manager and the

Trustees .................................................................................................................. 42

25. Covenants By The Fund Manager ....................................................................... 45

29. Removal And Retirement Of Trustees ................................................................ 46

30. Removal Or Retirement And Appointment Of A Fund Manager ........................... 48

33. Events Of Termination ....................................................................................... 49

34. Provisions On Termination Of The Fund ............................................................. 49

39. Power To Modify This Deed ................................................................................ 49

9.11 Extracts of the Custody Agreement.......................................................................... 56

10 PROCEDURE FOR APPLICATION AND ALLOTMENT ................................................................... 57

10.1 Application .............................................................................................................. 57

10.2 Allotment ................................................................................................................. 57

10.3 Application Monies ................................................................................................... 57

11 RECEIVING AGENTS ........................................................................................................................... 58

12 APPLICATION FORM .......................................................................................................................... 59

13 INSTRUCTION FOR FILLING OUT APPLICATION FORM .......................................................... 60


1. DEFINITIONS

The following definitions apply throughout this document except where otherwise stated:

"Allotment Date" The date of the SEC’s clearance of the basis of allotment in connection

with the Initial Public Offer

"ASI" The All-Share Index

"Bid Price" The price at which a Unit shall be sold/redeemed by an investor on

the most recent Valuation Day. This shall be calculated in line with the

stipulated valuation methods of the SEC as amended from time to

time

"Business Day" Any day (except Saturdays, Sundays and Public Holidays) on which

banks are open for business in Nigeria

"CBN" Central Bank of Nigeria

“CCI” Certificate of Capital Importation

“Custodian” United Bank for Africa Plc. (UBA Global Investor Relations Services

Division)

“Safe Custody

Agreement”

The agreement dated July 13, 2017 between GAML and UBA Global

Investor Relations Services, a summary of which is set out on pages

56 of this prospectus

"Deposited Property" The assets of the Fund including any cash held in an account with the

Custodian

“Directors” or “Board” The Directors of the Fund Manager, who comprise those persons

whose names are set on page 9 in this Prospectus

“Distribution” Amount paid (less expenses and applicable taxes) to Unitholders from

income earned by the Fund

“Distribution Payment

Date”

Any payment day on which the Fund Manager shall make Distribution

pursuant to the provisions of the Trust Deed

"FGN" Federal Republic of Nigeria

“Fund Manager” or

“GAML”

Greenwich Asset Management Limited

"IPO" or “Offer” Initial Public Offer

“Investment

Committee”

The Investment Committee of the Fund, as constituted pursuant to

the provision of the Trust Deed

"ISA" Investments and Securities Act 2007 (No. 29 of 2007)

"LFN" Laws of the Federation of Nigeria

“NEF” The Nigeria Entertainment Fund constituted under a Trust Deed dated

July 13, 2017


DEFINITIONS (CONT’D)

"Net Asset Value" or

"NAV"

The value of all assets of the Fund less all liabilities attributable to the

Fund, which is calculated as set out in this Prospectus

“Offer Document” This Prospectus, advertisements, notices and any other document

approved by the SEC, which discloses relevant information in respect

of the Greenwich Entertainment Fund as required by the ISA and the

SEC Rules and Regulations for the purpose of inviting the general

public to invest in the Initial Public Offer of the Fund

"Offer Period" The period between the opening and the closing dates of the

Application List of the Offer as approved by the Commission

"Offer Price" The price at which an investor can purchase a Unit in the Fund during

the Initial Offering Period; and thereafter, the price at which the Fund

Manager will issue units of the Fund to investors

“Prospectus” This document which has been issued pursuant to the provisions of

the ISA and the Rules & Regulations of the Commission

"Receiving Agents" All Banks, Issuing Houses and Stockbrokers authorized to distribute

this prospectus and receive application monies from the general public

for onward dispatch to the Issuing House and Registrar to the Offer

“Receiving Bank” Access Bank Plc

“Redemption

Documents”

The Statement of Unitholding and Redemption Form

"Statement of

Unitholding"

The Statement that will be issued by the Registrar evidencing the

number of Units held by a Unitholder in the Fund

“SEC” or “the

Commission”

Means the Securities & Exchange Commission

“The Fund” The Nigeria Entertainment Fund constituted under a Trust Deed Dated

July 13, 2017

“The Issuing House"

Greenwich Trust Limited or "GTL"

"The Registrar" GTL Registrars Limited

“The Trust Deed” The Deed dated July 13, 2017 constituting the Fund and any

document supplemental thereto or executed in pursuance thereof

"The Trustees" UTL Trust Management Services Limited

"Unit(s) " Unit(s) of participation in the Fund

"Unitholder" Any person or corporate body registered as a holder of Units of the

Fund including persons registered as joint holders

"Valuation Day" Any date on which the Net Asset Value of the Fund is determined

which for the purpose of the Fund is every Business Day of the week

except public holidays


2. ABRIDGED TIMETABLE

Date

Activity

Responsibility

28/08/2017 Application List opens Issuing House

05/10/2017 Application List closes Issuing House

19/10/2017 Receiving Agents make returns Receiving Agents

02/11/2017 Forward allotment proposal and draft newspaper

announcement to SEC

Issuing House

10/11/2017 Receive SEC authorisation of allotment Issuing House

13/11/2017 Remit net proceeds of the Offer to the Custodian Receiving Bank

15/11/2017 Return Excess/Rejected Application Monies Registrar

15/11/2017 Allotment Announcement Issuing House

17/11/2017 Distribute Statements of Unitholding Registrar

27/11/2017 Forward summary of Post Completion report to SEC Issuing House

*All dates provided are subject to change by the Issuing House in consultation with the Fund Manager and subject to

obtaining the necessary regulatory approvals from the SEC without prior notice.


3. SUMMARY OF THE OFFER

1. Fund Name: Nigeria Entertainment Fund

2. Fund Manager: Greenwich Asset Management Limited

3. Issuing House: Greenwich Trust Limited

4. Trustees to the

Fund:

UTL Trust Management Services Limited

5. Custodian: United Bank for Africa Plc. (UBA Global Investor Services)

6. The Offer: Units of N100 each in the Fund

7. Method of Offer: Offer for Subscription via Public Offer

8. Nature of the Fund: The product is structured as an open-ended SEC-registered

unit trust (“Fund”) which invests in a mixed asset class with

an initial opening of N1,000,000,000, through the issuance of

10,000,000 units at N100 per Unit. As an open-ended

structure, the Fund will allow for ease of entry and exit by

investors however investors will be encouraged to have a

minimum investment horizon of 6 months in order to allow for

a realization of the Fund’s investment goals

9. Purpose of the Fund: The Nigeria Entertainment Fund seeks to promote investment

culture among participants in the entertainment industry and

will provide investors an opportunity to earn returns from

investing in investment–grade instruments including equities

of quoted companies, sovereign and corporate short/long

term debt obligations, real estate and securitized lending

investments in identified projects in the entertainment

industry

10. Offer Price: N100 per Unit

Subscriptions in foreign currency will be processed at the

applicable foreign exchange rate or such available mechanism

of price determination approved by the Central Bank of

Nigeria

11. Offer Size: N1,000,000,000.00 (One Billion Naira)

12. Units of Sale: 100 Units and multiples of 50 Units thereafter

13. Payment Terms:

In full on application

14. Rating:

A(f)

15. Mandatory

Subscription:

As required under the SEC Rules & Regulations, pursuant to

the Investments and Securities Act 2007 ("ISA"), the Fund

Manager shall subscribe to a minimum of 5% of the initial

issue


SUMMARY OF THE OFFER (CONT’D)

16. Recommended

Holding Period:

The Fund Manager is of the view that investors will yield optimal returns

from the Fund if investments are held for a minimum period of 6 months.

However, no penalties will be charged if investors redeem before this

period

17. Supplementary

Allotment:

In the event that actual subscription exceeds the total Units being

offered, the Fund Manager may take in excess application monies and

allot additional Units, such additional Units having been first approved

and registered with SEC

18. Opening Date: August 28, 2017

19. Closing Date: October 5, 2017

20. Redemption: Unitholders retain the right to redeem all or part of their Unitholding in

the Fund at the Bid Price not later than 5pm on any Business Day

provided that Redemption Notices and Statement of Unitholding issued

to the Unitholder are received in accordance with the instructions

specified by the Fund Manager.

Redemption Notices received after 5pm on any Business Day will be

assumed to have been delivered on the next Business Day. Unitholders

may redeem units held in the Fund within 5 Business Days in line with

stipulations in the Trust Deed. There shall be no additional Charge in

respect of redemption made. The minimum holding in the Fund is 100

Units. A request for redemption may not be honoured if such redemption

will reduce the total number of Units held to below 100 Units unless the

Unitholder is redeeming their entire holding in the Fund

21. Forecast Offer

Statistics

(Extracted from

the Reporting

Accountants’

Report):

Investors are advised to seek information on the fees and charges

before investing in the Fund.

2017

N’mn

2018

N’mn

2019

N’mn

2020

N’mn

2021

N’mn

Opening

Net Asset

Value

980 1,192 1,44 1,755 2,131

Operating

Expenses

(15.5) (18.1) (21.1) (24.9) (29.4)

Additional

Funds

200 238 289 512 654

Closing NAV 1,382 1,762 2,248 351 426

Total

Return

10.92% 13.20% 13.24% 13.27% 13.30%

22. Status: The Fund qualify as securities in which PFAs can invest under the Pension

Reform Act 2014 as it relates to investments of Pension Assets. The

Fund also qualify as securities in which Trustees can invest under the

Trustees Investments Act Cap T22 LFN 2004



Corporate Directory of the Fund Manager:


Corporate Headquarters:

Plot 1698A Oyin Jolayemi Street

Victoria Island, Lagos

Telephone: +234 1 4619261-2

Website: www.gtlgroup.com

Abuja Liaison Office

Coscharis Centre (4th Floor)

Plot 388 Central Business District

Abuja

Telephone: 09-2915224

Akure Liaison Office

Great Nigeria House

Alagbaka Junction

Akure

Ondo State

Directors of the Fund Manager:

Kayode Falowo – Chairman


Victoria Island

Lagos

Dayo Obisan – Managing Director


Victoria Island

Lagos

Tony Uponi: Non-Executive Director


Victoria Island

Lagos

Toyin Okeowo: Non-Executive

Director


Victoria Island

Lagos

Erelu Angela Adebayo: Non-Executive

Director


Victoria Island

Lagos

Ayo Teriba: Non-Executive Director


Victoria Island

Lagos

Omobola Makinde – Company Secretary


Victoria Island

Lagos

Principal Officers:

Dayo Obisan

Managing Director

Emmanuel Ikpo

Head, Fund Management

Oghenetega Akpede

Analyst, Fund Management

Dipo Ashaolu

Analyst, Fund Management

Tubosun Falowo

Head, Risk Management

Olayinka Ogunti

Compliance Officer

http://www.gtlgroup.com/



Investment Committee Members:

Richard Mofe Damijo

Independent Member

Dayo Obisan


Emmanuel Ikpo


Oby Chiki- Ijegbulem

Greenwich Securities Limited

Olufunke Aiyepola


Tubosun Falowo

Greenwich Trust Limited

Financial Summary of the Fund Manager:

Refer to pages 32-34


4. THE OFFER

A copy of this Prospectus together with the documents specified herein, having been approved by

the Trustees, has been delivered to the Securities & Exchange Commission for registration.

This Prospectus is issued in compliance with the provisions of the Investments and Securities Act

2007 and the Rules and Regulations of the Securities & Exchange Commission for the purpose of

giving information to the public with regards to the Initial Public Offering of 10,000,000 Units in

the Nigeria Entertainment Fund (“The Fund”). The Fund has been authorised and registered by the

SEC as a Unit Trust Scheme.

The Directors of the Fund Manager individually and collectively accept full responsibility for the

accuracy of the information contained in this Prospectus. The Directors have taken reasonable care

to ensure that the facts contained herein are true and accurate in all respects and confirm, having

made all reasonable enquiries that to the best of their knowledge and belief, there are no material

facts, the omission of which would make any statement contained herein misleading or untrue.

Issuing House

RC: 189502

On behalf of

Offer for Subscription

are authorised to receive applications for

10,000,000 Units of N100 each

In the

NIGERIA ENTERTAINMENT FUND (A Balanced Fund)

(Authorised and Registered in Nigeria as a Unit Trust Scheme)

Offered at Par

And payable in full on Application

The Application List for the Units now being offered will open on August 28, 2017 and

close on October 5, 2017.

RC: 664962


5. PARTIES TO THE OFFER

The Fund Manager



Victoria Island

Lagos

Issuing House to the Offer

Greenwich Trust Limited


Victoria Island

Lagos

Registrars to the Offer

GTL Registrars Limited

274 Murtala Muhammed Way

Yaba

Lagos

Trustees to the Fund:


2/4 Davies Street

Off Marina

Lagos

Solicitors:

George Ikoli & Okagbue

864B Bishop Aboyade Cole

Victoria Island

Lagos

Custodian to the Fund:

United Bank for Africa Plc. (UBA Global Investor Services)

12th Floor UBA House

57 Marina

Lagos

Reporting Accountant:

SIAO Partners

18B Olu Holloway Road

Ikoyi

Lagos

Rating Agency

DataPro Limited

6th Floor Ashakun House

13-15 Lake Street Off Broad Street

Apongbon

Lagos

Receiving Bank

Access Bank Plc

Plot 999c Danmole Street

Victoria Island

Lagos


PARTIES TO THE OFFER (CONT’D)

Directors/Company Secretary of the Fund Manager:

Kayode Falowo

Chairman


Victoria Island

Lagos

Dayo Obisan

Managing Director


Victoria Island

Lagos

Toyin Okeowo

Non-Executive Director


Victoria Island

Lagos

Ayo Teriba



Victoria Island

Lagos

Erelu Angela Adebayo



Victoria Island

Lagos

Tony Uponi



Victoria Island

Lagos

Omobola Makinde

Company Secretary


Victoria Island

Lagos


6. INFORMATION ON THE NIGERIA ENTERTAINMENT FUND

6.1 Investment Rationale

The growth in Nigeria’s entertainment industry has been pronounced over the last 2 decades,

impacting the income and lives of participants in the industry. The sector is fast growing and

employs a large number of the citizenry and continues to contribute significantly to the country’s

GDP. It is reputed as Nigeria’s second largest employer of labour after the Agricultural sector and

is poised to contribute to Nigeria’s tourism over time with increasing interests from the international

community.

Over the last 10 years, the Motion Pictures and Sound Recording sub-sector has grown in size by

over 200%, increasing its contribution to

GDP by 20.1% from 2005 to 2015 (NBS).

The growth prospect of Nigeria’s

entertainment sector is summarized by

PwC in its Entertainment and Media

Outlook: 2015-2019 report as “The fastest-

expanding major market globally, it will rise

at an impressive forecast CAGR of 15.1%.

By 2019, the market will be more than twice

as big, with estimated total revenue of

US$8.1 billion.”

It is reasonable to assume that the projected growth for this sector is positively correlated to the

income of the operators and participants in this sector and our research has shown the following

common characteristics within the sector:

1. Unpegged income with strong potentials for growth

2. High consumption spend, especially life-style related

3. Poor investment culture

4. Significant risk of early bankruptcy as a result of (2) and (3) above

In a bid to address the key characteristics identified in (3) and (4), we are convinced that a

structured investment product with clear objectives such that will encourage investment culture

among entertainment practitioners will be of immense interest and value to all stakeholders.

6.2 The Fund

The product is structured as an open-ended SEC-registered unit trust (“Fund”) scheme with an

initial opening of N1,000,000,000 (One Billion Naira), through the issuance of 10,000,000 Units at

N100/Unit. As an open-ended structure, the Fund will allow for ease of entry and exit by investors,

however investors are encouraged to have a minimum investment horizon of 6 months in order to

allow for a realization of the Fund’s investment goals.

The Fund will be actively managed to achieve the following objectives:

1. Promote investment culture among participants in the entertainment industry: Among

investors that may be interested in the development of the entertainment industry

0.88%

0.96%0.93% 0.94%

0.88%

1.12%

1.41%

1.75%

1.11%

0.86%

1.41%

1.75%

1.10%

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Contribution of Motion Pictures and Sound Recording to GDP:

2005-2015


INFORMATION ON THE NIGERIA ENTERTANMENT FUND (CONT’D)

2. Contribute to the Growth and Development of the Sector: By exploring opportunities to co-

invest with established funding channels with direct interest in the growth and development

of the sector

3. Preserve Value of Invested Capital: Through investment in low-risk instruments with strong

potential of generating positive real returns

4. Long Term Capital Appreciation: Investments will be targeted at instruments that have

significant potential for capital gains

5. Stream of Income for Investors over the life of the Fund: A significant portion of the Fund’s

assets will be invested in interest bearing instruments

6.3 Prospect of the Fund

The Fund is designed to encourage the culture of savings and investment among participants in

Nigeria’s entertainment industry while contributing to its growth through strategic investment along

the entire value chain of the sector. The Fund is priced to encourage wide participation by almost

all cadres of stakeholders in the entertainment industry and provides investors an opportunity to

also earn attractive returns from investing in investment grade instruments including equities of

quoted companies, sovereign and corporate short-term debt obligations and real estate.

6.4 The Investment Committee

The Fund Manager will constitute an Investment Committee, which will comprise of 6 members at

inception, including a member independent of the Fund Manager, Trustee and Custodian. The

Investment Committee will provide broad guidance towards the achievement of the investment

goals of the Fund and guideline on the management of the Fund Manager’s investment activities.

6.5 Investment Policy

The Fund Manager will adopt varying strategies that best suit the respective asset classes that are

qualified and considered for investment, and not limited to the “bottom-up” and “top-to-bottom”

approach to selecting investment assets and their respective weighting.

6.5.1 Investment Instruments and Asset Allocation:

Asset Class Description Proposed Allocation

Band

Strategic

Investment in the

Entertainment

Sector via

securitized lending

The Fund would actively seek to invest in debt

instruments issued or guaranteed by any

regulated financial institution which is targeted at

the growth and development of the Nigerian

entertainment industry and along its entire value

chain.

10% - 40%

Equity Stocks of companies quoted on a recognized

Nigeria exchange

0% - 25%

Money Market or

Fixed Income

Instruments

Low-risk, Short-term money market instruments

issued by the Federal Government of Nigeria or

any qualified corporate.

25% - 80%

Real Estate Indirect ownership of commercial real estate

assets through investment in securities such as

REITS

0% - 25%



In addition, other investment options will be explored that would enhance customization of the

Fund towards appealing to the need of various participants in the entertainment industry. These

options shall be subject to the asset allocation disclosed above.

6.5.2 Investment Considerations

Investors considering the Fund should understand that:

• The Fund does not by itself represent a complete investment program.

• The Fund Manager will continually explore opportunities that will ensure the Fund’s objectives

are realised however there is no assurance that the Fund will meet its investment objectives.

• Investments in the Fund are not deposits or obligations of, or guaranteed or endorsed by any

bank and are not guaranteed by any third party. However, the Fund Manager shall continually

apply diligence in selection of investment counterparties and instruments in order to minimise

investment risk.

6.6 Investment Incentives

The Fund provides the following opportunities to investors in the Fund:

a. Preserve Value of Invested Capital: The Fund seeks to maintain a deliberate overweight position

in low-risk and non-volatile instruments while taking adequate precautions to minimise the

effect of price fluctuation in preferred instruments with volatility. Investments in equities will

be undertaken with a conservative approach while investors will be encouraged to hold

investments for up to six months to ensure a preservation of capital as well as returns on

investments.

b. Access to Periodic Cash Income: Income from investments in interest bearing instruments and

dividend income from equities will form part of cash distribution to investors. Capital gains

realised on investment may be considered by the Fund Manager to form part of cash

distributions where such may not be required to increase investment capital.

c. Potential Capital Appreciation: Investments will be targeted at instruments that have significant

potential for capital gains while the Fund’s investment in the fast-growing entertainment

industry also exposes the investor to a significant upside potential.

d. Opportunity to Contribute to the Growth of the Entertainment Industry: Through the provision

of capital and encouraging investment culture among operators in the industry, investors will

be opportuned to participate in the growth of the entertainment industry through a single

investment

e. Access to Non-Cash Privileges: The Fund Manager will continually seek opportunities of making

value-adding privileges available to the Fund investors, such as providing coaching to

entertainment sector participants on maintaining steady cashflows for daily and project needs.

6.7 Target Investors

The fund is structured to attract participants along the entire value chain of the entertainment

industry, including but not limited to sound and movie producers, directors, actors, comedians,

writers, editors and players in the distribution channel. The Fund also welcomes subscription from

individuals and corporates that are interested in the growth of Nigeria’s entertainment space,

particularly from citizens with similar investment objectives and those engaged in the provision of

products and services that support the development of the entertainment industry.

We consider the Fund suitable for government support, especially as regards development of one

of Nigeria’s fastest growing GDP contributors and the product’s potential for supporting the

government’s drive for diversification of revenue through export of goods and services.

6.8 Subscription to the Fund

Following the conclusion of this Offer, Units of the Fund can be purchased exclusively from the Fund

Manager or any other Agent(s) appointed by the Fund Manager.



6.9 Foreign Currency Investors

The Fund welcomes the participation of both foreign and non-resident investors. Subscriptions in foreign

currencies shall be processed at the autonomous exchange rate advised by the Receiving Bank.

Certificates of Capital Importation (“CCI”) will be issued by the Receiving Bank in respect of all

subscriptions in foreign currencies, within 48 hours of the receipt of the funds. CCIs are statutorily

required to enable the subsequent repatriation of proceeds of the investment such as from redemption

of Units or from any distribution of the Fund’s income that the Fund Manager may undertake.

6.10 Income and Distribution

The Fund will consider a distribution to investors in any financial year where the returns on investment

less relevant expenses exceeds 10%. The pay-out ratio of such income, where applicable shall not be

less than 50% of the net profit.

6.11 Risk Assessment Policy

The Fund Manager will undertake an assessment of all risks, vulnerabilities and threats prior to

undertaking all investments. The assessment will determine the respective issuer, market and

counterparty risks of all instruments. The Fund Manager has established a system of controls over

it’s risk management process to ensure compliance with risk management policies and procedures.

The Fund Manager will measure the issuer’s exposure to identified risks (e.g. market &

counterparty) using best practice evaluation standards. The Fund Manager uses Value at Risk (VaR)

and risk rating models to measure market and counterparty risks.

6.12 Risk Factors

The Fund Manager will exercise prudence in undertaking investment of the Fund. However, there

is a certain level of risk involved in every investment activity and no guarantees can be given that

all of the Fund’s objectives will be realised.

A subscription to the Fund should be considered a calculated investment and is subject to factors

such as political risk, market risk and liquidity risk; all of which must be considered before investing

in the Fund.

The Fund’s Key Investment Risks

All mutual funds carry a certain amount of risk. However, investments in the Fund are subject to

volatility based on economic conditions. Here are some specific risks of investing in the Fund.

a. Interest Rate Risk

The Fund may not achieve its objective if the Fund Manager’s expectations regarding

particular securities or interest rates are not met. Though the Fund is generally less sensitive

to interest rate changes than other collective investment schemes that invest in longer-term

securities, changes in short-term interest rates will cause changes to the Fund’s yield.

Mitigating Factor: The Fund Manager will continue to monitor interest rates to ensure that

the Fund optimizes the yield to investors.



b. Equity Risk

Investment in equities makes the fund susceptible to potential loss due to volatility in prices.

Mitigating Factor: The Fund Manager will ensue that selection of stocks will be through a

research-led strategy which will take historical price volatility into consideration. Also, a stop

loss limit will be adopted to ensure bad positions are exited timely.

c. Credit Risk

There is a risk that the issuer of a security, or the counterparty to a contract, will default or

otherwise become unable to honor a financial obligation, and as a result the value of an

investment could decline. The price and liquidity of a security can also be adversely affected

as credit status deteriorates and the probability of default rises.

Mitigating Factor: The Fund minimizes credit risk by investing only in high-quality

obligations and limiting the maturity of its investments. Only instruments rated by a credible

credit agency to be of investible grade will be invested in. Where such instrument is not

rated, the rating of the issuer will be considered as a substitute.

d. Government Securities Risk

The Fund may invest in securities issued or guaranteed by the Nigerian government or its

state governments and agencies. Treasury Bills and other Debt obligations of the Federal

Government of Nigeria typically carry the full faith and credit of the FGN. However, not all

securities issued by government agencies are sovereign backed.

Therefore, the Funds’ performance may be adversely affected if certain securities do not

carry the promise of the FGN as the issuer when such bodies are unable to meet their

obligations. The credit risk is largely tied to the credibility of the issuer.

Mitigating Factor: These securities are backed via an ISPO, with the full faith and credit

of the Nigerian government, for the timely payment of principal and interest of its securities.

By contrast, corporate bonds or commercial paper are not backed by the full faith and credit

of the Nigerian government. No assurance can be given that the issuing bank will provide

financial support to its agencies and instrumentalities if not required to do so by law. Hence,

the Fund manager will invest only in Government issued securities which are backed by an

ISPO.

d. Concentration Risk

The Fund will invest a significant portion of its assets in unsubordinated short-term debt

securities and money market instruments managed by companies/banks in the financial

services industry. Developments affecting the financial services industry will have a

disproportionate impact on the Fund. These risks generally include interest rate risk, credit

risk and risks associated with regulatory changes in the financial services industry. In

addition, financial services companies are highly dependent on the supply of short-term

financing.

Mitigating Factor: The Fund Manager will monitor ongoing trends in the financial services

industry to be able to take effective action in the event of policy changes.

e. Net Asset Value Risk

There is no assurance that the Fund will meet its investment objectives.



Mitigating Factor: The Fund Manager will strive to ensure that the Fund is profitable.

f. Risk Associated with the Fund Holding Cash

Although, the Fund seeks to be fully invested, it may at times hold some of its assets in

cash, which may impact the Fund’s performance.

Mitigating Factor: The Fund’s cash will be held in an interest-bearing account at

competitive rates however, not more than 5% of the Fund will be held in cash at any point

in time.

6.13 Statements of Unitholding

Unitholders will be issued Statements of Unitholding which will constitute evidence of their

investment as well as title to the units stated on the Statements.

6.14 Unitholders’ Meetings and Voting Rights

The Fund shall hold its General Meeting of Unitholders at least once every 3 years. All Unitholders

will in accordance with the Trust Deed, be entitled to receive notice of, attend and vote at any

General Meeting of the Fund. Each unit of the Fund entitles the Unitholder to one vote in respect

of all matters requiring the decision of Unitholders where a poll is required. Copies of the Audited

Annual Reports of the Fund will be mailed to Unitholders at their registered addresses within 15

days after the approval of the audited accounts by the SEC.

The Fund’s fiscal year ends on December 31 of every year.

6.15 Valuation of Units

The valuation of the Fund’s units shall be carried out at the end of every business day based on a

formula approved by SEC from time to time. The Fund Manager shall advise of the Bid and Offer

Price of the Fund at its offices and on its website and may engage other media channels in so doing.

6.16 Transfer and Redemption of Units

Redemption payments will be made 5 business days after the relevant Valuation Date at the Bid

Price prevailing on the date on which the Redemption request was lodged.

All redemption requests must be accompanied by the Statements issued to the Unitholder. The

Fund Manager will not effect a redemption from the Fund if the redemption request is not

accompanied by the Statement of Unitholding

Unitholders retain the right to redeem all or part of their Unitholding in the Fund at the Bid Price

not later than 5pm on any Business Day provided that Redemption Notices and Statement of

Unitholding issued to the Unitholder are received in accordance with the instructions specified by

the Fund Manager.

The minimum holding in the Fund is 100 units. A request for redemption shall not be honoured (or

a lesser amount will be issued such that the balance unit remaining will not be less than) if such

redemption will reduce the total number of Units held to below 100 Units unless the Unitholder is

redeeming their entire holding in the Fund.


7. FINANCIAL FORECAST

7.1 Letter from the Reporting Accountants


FINANCIAL FORECAST (CONT’D)

7.2 Bases and Assumptions Underlying the Forecast Offer Statistics

The forecast has been arrived at on the following bases and assumption

Basis

The forecasts for the year ending 31 December 2017, 2018, 2019, 2020 and 2021 has been

prepared on the bases consistent with the accounting policies of the fund.

Assumptions

a) The 10,000,000 units of the fund will be fully subscribed at the offer rate of N100 per unit

within the initial subscription period under the terms and conditions of the offer.

b) The Fund Manager will be successful at raising the required fund of N1 billion to achieve a

long-term capital growth of the Fund’s assets by investing in a portfolio of assets which the

Fund Manager shall consider attractive.

c) The Fund Manager will invest in a portfolio consisting of equities, money market securities,

real estate and securitized lending in the entertainment sector. The portfolio may be

rebalanced occasionally to reflect current market conditions. However, the following

strategic asset allocation ranges and average forecast gross yield are generally expected to

apply:

Asset Class Asset Allocation (%) Ave. Yield Weighted Yield (%)

Equities 0 - 25 14 2.80

Treasury Bills

(365Days)

25 - 80 18 10.80

Strategic

Investment

(securitized

lending) in the

Entertainment

Industry

10 - 40 10 0.75

Real Estate 0 - 25 12 1.50

Total 100 14.05

d) Fund income will include the following

i. Income from Equities

This is projected at 14% per annum being capital gains and dividend income of the market

value of equities in the portfolio throughout the forecast period

ii. Interest income from fixed income securities (NTBs)

This is projected at an effective yield rate of 18% per annum for 365 days Nigerian Treasury

Bills throughout the forecast period

iii. Income from Real Estate Investments

This is projected at 12% per annum being capital gains and rental income of the market

value of the properties in the portfolio throughout the forecast period.

iv. Interest income from securitized lending in the Entertainment Industry

This is projected at the lending rate of 10% throughout the forecast period



BASES AND ASSUMPTIONS (Cont’d)

e) Taxation is assumed at 30% and 2% for income tax and education tax respectively over the

forecast period; income from NTBs is tax exempt over the forecast period.

f) Distribution of investment returns to subscribers in the form of dividend is forecast at 75%

of annual gross investment returns over the forecast period; the dividend (if any) distributed

to subscribers is tax exempt.

g) Total costs associated with the offer are estimated at 1.92% of the gross proceeds, that is

N19.25 million, and would be defrayed from the offer proceeds. Accordingly, net offer

proceeds will amount to N980.8million.

h) The operating expense of the Fund is assumed to be: Fund Manager -1% of Gross Asset

Value throughout the forecast period (from years 2017 - 2021) other professional Fees:

0.35%, 0.29%, 0.25%, 0.21%, and 0.18% of Gross Asset Value respectively, for the five

year forecast period and other Opex fixed at N0.250M throughout the forecast period.

i) The Fund will bear the cost of acquiring, valuing and disposing of investments. All

administrative, custodial, research and other related expenses to be incurred in the day to

day operation of the fund will also be payable by the Fund.

j) The annual additional fund, put at 20% of opening asset value, will be sourced by the Fund

Manager through its various sales channels and the leveraging on the Fund’s parent

company and its subsidiaries.

k) The gross return on investment is forecast to be 15.85% over the forecast period while the

net return on investment is expected to be 10.84%, 13.20%, 13.24%, 13.27% and 13.29%

over forecast period.

l) Changes in the political and economic climate are not expected to adversely affect the

operations of the fund and there will be no significant changes in the Federal Government

Monetary and Fiscal Policies that will adversely affect the Fund during the forecast period.

m) The quality of the Fund Manager, Trustee, Investment Committee, Custodians and

Registrars’ will be sustained during the forecast period.

n) There will be no litigation or other contingent liabilities that will adversely affect operation

of the Fund.

o) Inflation is forecast to average 18% in 2017 and thereafter 15% during 2018 to 2021. The

assets of the fund would be invested in equities, money market securities, real estate and

securitized lending which are always adjusted for inflation.

p) The naira is expected to exchange for the US Dollars at the average rate 450:1 in 2017 and

N350:1 during 2018 to 2021. The Fund is however, Naira denominated, as a result there is

no risk in exchange rate volatility.

q) The quality of the Fund’s management will be sustained during the forecast period. The

Fund Manager’s team of professionals consists of season and ingenious individuals with

combined proven track record of over 20 years. The Fund Manager has established itself as

a leading Capital Market and Investment Management firm known for providing Fund

Management service to its client.



7.4 Summary of the Financial Forecasts

NIGERIA ENTERTAINMENT FUND

PROFIT FORECAST

N N N N N

YEAR ENDING 2017 2018 2019 2020 2021

Gross Proceeds 1,000,000,000

IPO Expenses (19,248,000)

Opening NAV 980,752,000 1,193,180,638 1,447,489,126 1,756,543,132 2,132,127,840

Investment Income 155,449,271 189,119,131 229,427,026 278,412,086 337,942,263

Gross Asset Value 1,136,201,271 1,382,299,770 1,676,916,152 2,034,955,219 2,470,070,103

OPEX

Fees:

Fund Manager (11,362,018) (13,822,998) (16,769,162) (20,349,552) (24,700,701) Other Professional Fees (3,954,481) (4,052,920) (4,170,766) (4,313,982) (4,488,028)

Others (250,000) (250,000) (250,000) (250,000) (250,000)

(15,566,498) (18,125,918) (21,189,928) (24,913,534) (29,438,729)

Net Returns before Tax 139,882,773 170,993,214 208,237,098 253,498,552 308,503,534

Taxation (10,867,681) (13,481,505) (16,610,647) (20,413,406) (25,034,793)

Net Returns after Tax 129,015,092 157,511,708 191,626,451 233,085,146 283,468,741

Net Asset Value (NAV) 1,109,767,592 1,350,692,347 1,639,115,577 1,989,628,279 2,415,596,581

Distribution (116,586,953) (141,839,348) (172,070,270) (208,809,065) (253,456,697)

NAV after Dist. 993,108,638 1,208,852,998 1,467,045,307 1,780,819,214 2,162,139,884

Additional Funds 200,000,000 238,636,128 289,497,825 351,308,626 426,425,568

Closing NAV 1,193,180,638 1,447,489,126 1,756,543,132 2,132,127,840 2,588,565,452



7.5 Letter from the Issuing House

The following is a copy of the letter from the Issuing House on the Financial Forecast:

Issuing House

RC: 189502

Plot 1698a, Oyin Jolayemi Street

Victoria Island, Lagos

March 16, 2017

The Directors



Victoria Island

Lagos

Dear Sirs,

OFFER FOR SUBSCRIPTION OF 10,000,000 UNITS IN GREENWICH ASSET MANAGEMENT

LIMITED’S NIGERIA ENTERTAINMENT FUND

We write further to the Prospectus issued in respect of the Offer for Subscription of 10,000,000

Units in NIGERIA ENTERTAINMENT FUND ("the Fund"), the draft of which we have had the

privilege of reviewing. The Prospectus contains financial forecasts of the Fund for the years ending

December 31, 2017, 2018, 2019, 2020, and 2021.

We have discussed the bases and assumptions upon which the forecasts were made with you and

with, the Reporting Accountants and have considered the letter dated March 15, 2017 from the

Reporting Accountants.

Having considered the assumptions as well as the accounting bases and calculations reviewed by

the Reporting Accountant, we consider that the forecasts (for which you as Directors are solely

responsible) have been made after due and careful enquiry.

Yours faithfully,

KAYODE FALOWO

GROUP MANAGING DIRECTOR

GREENWICH TRUST LIMITED


8. INFORMATION ON THE FUND MANAGER AND TRUSTEES

8.1 The Fund Manager

History

Greenwich Asset Management Limited (“GAML” or “the Company”) was incorporated on August 13,

2006. GAML was licensed by the Securities and Exchange Commission to perform the function of

Fund/Portfolio Manager on the 30th day of July 2008. GAML services include:

o Institutional Asset Management

o Private Wealth Management

o Fund and Portfolio Management

8.2 Directors of the Fund Manager

The Board of Directors of the Fund Manager is currently constituted by the following:

Kayode Falowo (Chairman)

Kayode Falowo, is the Group Managing Director/CEO of Greenwich Trust Limited, one of the leading

Investment Banking firms in Nigeria. He is a Chartered Stockbroker with over three decades of

post graduate experience and practice in finance, especially in Commercial and Investment

Banking. He holds a B.Sc. (Hons) in Agricultural Engineering from the University of Ife (now

Obafemi Awolowo University, Ile Ife), an MBA from the University of Benin and a Diploma in

Information Management. He has attended numerous workshops and seminars which include the

International Management Programme, Chief Executive Programme at the Lagos Business School

and Financial Training at the IESE Business School, Barcelona, Spain.

He is an active member of numerous professional and industry associations. He is a Fellow of the

Chartered Institute of Stockbrokers, a Fellow of the Association of Investment Advisers and

Portfolio Managers and a Fellow of the Certified Pension Institute of Nigeria. He is a Council Member

of the Nigerian-British Chamber of Commerce as well as a Council Member of the Nigerian-

Malaysian Chamber of Commerce & Industry. He is also, a Member of the Lagos Chamber of

Commerce & Industry, Institute of Directors (IoD) Nigeria, Institute of Management Consultants,

Nigerian Institute of Management and the Nigerian Society of Engineers.

Kayode, a seasoned Investment Banker, is very passionate about the development of the Capital

Market in Nigeria. He is a Council Member of the Nigerian Stock Exchange. He sits on the Board of

the National Association of Securities Dealers PLC(NASD), where he is also the Chairman of the

Rules Committee. He is a Member of the Central Organising Committee of the Nigerian Economic

Summit Group (NESG) and a Member of the Technical Committee of the National Council on

Privatisation.

He has, in recent past, served as the Chairman, Association of Issuing Houses of Nigeria (AIHN), a

Member of National Bond Steering Committee, Rules and Regulations Committee of the Nigerian

Stock Exchange and the National Essay Competition Committee of The Exchange. Kayode is the

Chairman of GTL Registrars Limited (formerly Union Registrars Ltd), and Chairman (effective

January 2016) of the Board of Directors of Meyer Plc. He is a Paul Harris Fellow and a member of

the Rotary International Club.


INFORMATION ON THE FUND MANAGER AND TRUSTEES (CONT’D)

Dayo Obisan (Managing Director)

Dayo has worked in various roles as an Investment Manager with over 12 years of experience and

joined Greenwich Asset Management Limited as its Managing Director. Prior to joining GAML in

September 2015, he worked as the head of investments and the lead portfolio manager for Chapel

Hill Denham Management for 4 years. Before Chapel Hill Denham, Dayo worked with Afrinvest West

Africa Limited for 6 years before his exit in 2012 as the Head of Wealth and Portfolio Management.

Until November 2015 when his tenor expired, Dayo served as an executive committee member of

the Fund Managers Association of Nigeria, chairing the sub-committee on Regulation and Ethics.

He was recently appointed as a fellow of the Institute of Investment Advisers and Portfolio

Managers (IAPM) and is a member of the Chartered Institute of Bankers and the Chartered Institute

of Stockbrokers.

He holds a B.Sc. in Economics and M.Sc. in Business and Financial Economics from the University

of Greenwich, UK.

Tony Uponi (Non-Executive Director)

Tony Uponi graduated with a Bachelor of Laws (LL.B Hons) degree from the University of Benin in

1986, and was called to the Bar in October 1987. He has over the past 28 years, been fully engaged

in active legal practice with the firm of Umeh& Co. up till December 1989.

He pursued a postgraduate programme leading to the award to of a Master of Laws (LL.M) degree

(with specialisation in company law) from the University of Lagos during the period 1990 - 1991.

Upon completion of his postgraduate programme, Mr. Uponi established the Law firm of Marriot

Solicitors where he has been the Principal Partner and Head of Chambers since 1992.

He was conferred with the status of a Notary Public by the Supreme Court of Nigeria in 2007. He

presently serves as a Director on the Board of several reputable companies.

Mr. Oluwatoyin Okeowo (Non-Executive Director)

Mr. Oluwatoyin Okeowo is a member of the board and holds his Bachelors and Master’s degrees

from the Universities of East London and Wales respectively.

On his return to Nigeria in 1982, he lectured at the University of Lagos during his youth service

and was retained as Assistant Lecturer in the Department of Business Administration. He later left

academics to pursue his entrepreneurial vision and is currently the MD/CEO of Metropolitan Motors

and TMJ Properties.

He serves as director in several reputable companies among which are Meyer Plc and Oasis

Insurance Plc. He has also served as a member of the governing council of the Lagos Business

School, Pan Atlantic University.



Erelu Angela Ayodele Adebayo (Non-Executive Director)

Erelu Angela Adebayo was the first lady of Ekiti State between 1993 to 2003. She has had a career

spanning across the banking, oil and property consultancy industries of the economy. She has been

a Non-Executive Director of Meyer Plc. since July 2010 and is the Chairman of Afriland Properties

Plc. She sits on the board of several companies including the Dangote Foundation and she was the

erstwhile Chairman of Wemabod Estate Limited.

Erelu Adebayo holds a B.Sc. (Hons) Degree in Social Science and a Masters in Business

Administration. In addition, she holds an MPHL (Cantab) in Land Economy from the University of

Cambridge. She is a devout philanthropist and is the Chairman of the Erelu Adebayo Foundation

which caters for the underprivileged.

Dr. Ayodele Olalekan Teriba (Non-Executive Director)

Dr. Terbia is the CEO of Economic Associates. He has worked as an Economist at Lagos Business

School, Lagos Chamber of Commerce, ThisDay Newspaper Group, and UAC of Nigeria Plc. He has

also worked as a Consultant to Coca Cola Nigeria, DfID, Federal Ministry of Information, Senate

Committee on Banking and Finance, USAID, and World Bank, and as a Visiting Scholar at the IMF

Research Department in Washington DC.

He has received research grants from Ford Foundation and Rockefeller Foundation, and chairs the

steering committee of the Money, Macroeconomic and Finance Research Group of the Money Market

Association of Nigeria.

He holds a B.Sc. in Economics from the University of Ibadan with Sir James Robertson Prize and

Medal, UAC Prize in Economics, and Economics Departmental Prize as all-round best Economics

graduate in 1988. He holds a M.Sc. Economics from the University of Ibadan in 1990, an M.Phil.

Economics of Developing Countries as a Cambridge-DfID Scholar at the University of Cambridge in

1992, and a Ph.D. in Applied Econometrics and Monetary Economics from University of Durham in

2003.

8.3 The Fund Management Team

The management team of GAML is led by Mr. Dayo Obisan (Managing Director). Other members of

the management team are:

Emmanuel Ikpo

Emmanuel has nearly 10 years of Asset Management experience involving Fund/Portfolio

management, Investment Advisory and Funds Administration. His core expertise is in money

market and equities investments.

Prior to joining Greenwich Asset Management Limited, Emmanuel worked in number of top Nigerian

asset management firms such as Afrinvest, BGL and Sankore Global Investments.

Emmanuel is a registered Fund Manager with the Nigerian Securities and Exchange Commission

(SEC). He is also a member of the Fund Managers’ Association of Nigeria.

Oghenetega Akpede

Tega has over 7 years of Investment and Commercial Banking experience. She joined Greenwich

Trust Limited in 2010 working in the Finance and Investment unit and was moved to head the

Retail Desk in 2012. She worked as the GMD’s Executive Assistant for 2 years after which she

joined the Asset Management team as a Wealth Manager in 2014.

Tega has also served as a committee member of the Products and Business Committee, a sub-

committee of the Securities and Exchange Commission.



Dipo Ashaolu

Dipo worked in the Investment Management unit of Greenwich Trust Limited for 1 year managing

the Fixed Income desk, with a focus on Treasury Bill instruments, having executed trades worth

over N2bn over the period. As an analyst, Dipo is currently responsible for the non-discretionary

management of High Net-Worth Individuals (HNI), and fund administration.

Dipo holds a Masters in Business Administration (MBA) from the University of Gloucestershire and

a B.Sc. from the University of Benin. He is also a registered student of the Chartered Institute of

Stockbrokers.

8.4 Profile of the Trustee (UTL Trust Management Services Limited)

UTL Trust Management Services Limited has over four decades of consistent professional expertise

and experience in diverse kinds of Trust transactions. Incorporated in 1966, UTL started operations

as a Nominee company subsidiary of Barclays Bank (Nigeria) Limited.

The management buy-out (MBO) effected in 2015 with Verod Capital Group has positioned the

company for strategic international alliance and world class technologically driven business

solutions.

UTL is engaged in the business of Public, Corporate and Private Trusteeship as well as Fund/

Portfolio Management with excellent record of service delivery. The Company is duly registered by

the Securities and Exchange Commission (SEC).

8.5 Directors of the Trustee (UTL Trust Management Services Limited)

The Board of Union Trustees consists of the following persons:

Dr. Shamsuddeen Usman, CON, OFR

Chairman

He is a Nigerian economist and banker. He is currently the CEO of SUSMAN & Associates, an

economic, financial and management consulting firm headquartered in Nigeria. Dr. Shamsuddeen

was the Minister of National Planning (January 2009 to September 2013) and Finance Minister

(June 2007 to January 2009).

Dr. Usman has had varied working experience, including serving as MD/CEO, NAL Merchant Bank

and Deputy Governor, Central Bank of Nigeria. He was appointed a Director of the Company on

March 9, 2015.

Oluseyi Olufunke Aiyepola (Mrs.)

Managing Director/CE

Mrs. Oluseyi Olufunke Aiyepola studied Law at the University of Ife (now Obafemi Awolowo

University) before proceeding to the Nigerian Law School. She holds an MBA from the Pan African

University. She has over twenty-four (24) years of Banking/Trusteeship experience, having worked

in the Legal Department of Union Bank of Nigeria Plc and as Head of Trust services, Union Trustees

Ltd.

Prior to her appointment as MD, Union Trustees Ltd, she was the General Manager/CE of Oceanic

Trustees Ltd. Mrs. Aiyepola has attended various professional courses locally and abroad, some of

which include, Entrepreneurship, International Financial Law, Law and Practice of Banking, Building

New Businesses in Established Institutions. She was a Director of UBN Insurance Brokers Limited

and is a Member of the Association of Corporate Trustees as well as a Council Member of the

Association of Investment Advisers and Portfolio Managers.



Danladi Verheijen

Director

He is the Managing Director of Verod Capital Management Limited. Prior to founding Verod, Danladi

was a Vice President at Citibank Nigeria, where he led corporate finance and investment banking

transactions. He also managed a private equity portfolio of approximately US$30 million and

represented Citi Bank on the advisory committee of Nigeria's largest private equity firm.

Danladi has an MBA from Harvard Business School, an MS in Engineering Economic Systems &

Operations Research from Stanford University, and a BS in Electrical Engineering from Calvin

College. Danladi was named a Young Global Leader by the World Economic Forum in 2014

Olawunmi Abiodun

Director

She is the Company Secretary of Verod Capital Management Limited: Prior to joining Verod,

Olawunmi worked as an Associate Legal Officer in the Legal Advisory Section of the UN International

Criminal Tribunal for the Former Yugoslaviain The Hague, Netherlands.

Olawunmi has an LLB (Hons) degree from the Obafemi Awolowo University and an LLM in

International and European Law, with specialization in Foreign Direct Investment from the

University of Amsterdam. She was admitted to the Nigerian Bar as a Barrister and Solicitor of the

Supreme Court of Nigeria in 2004

Eric Idiahi

Director

He is the Deputy Managing Director of Verod Capital Management Limited. Prior to founding Verod,

Eric Idiahi was Principal Partner and Cofounder of Fountain Head Media Group, an investment and

advisory firm focused on Nigeria's media, technology, and telecommunications sectors. Erich has

a BSc in Economics from the University of Houston.

8.6 Profile of Management (UTL Trust Management Services Limited) Mrs. Oluseyi Olufunke Aiyepola

Managing Director/Chief Executive

Mrs. Oluseyi iOlufunke Aiyepola studied Law at the University of Ife (now Obafemi Awolowo

University) before proceeding to the Nigerian Law School. She holds an MBA from the Pan African

University. She has over twenty-four (24) years of Banking/Trusteeship experience, having worked

in the Legal Department of Union Bank of Nigeria Plc and as Head of Trust services, Union Trustees

Ltd. She has also held the position of Executive Vice-Chairman of Retwells Properties Ltd.

Prior to her appointment as MD, Union Trustees Ltd, she was the General Manager/CE of Oceanic

Trustees Ltd.

Mrs. Aiyepola has attended various professional courses locally and abroad, some of which include,

Entrepreneurship, International Financial Law, Law and Practice of Banking, Building New

Businesses in Established Institutions. She is a Director of UBN Insurance Brokers Limited, and also

a Member of the Association of Corporate Trustees as well as a Council Member of the Association

of Investment Advisers and Portfolio Managers.



Ekom Umossoh, LLB, BL

Head, Trust Services

A versatile and sound Corporate Solicitor with over twenty years’ post qualification experience in

litigation, banking and financial law, Ekom is a graduate of the University of Uyo. Prior to joining

Union Trustees Limited, he was a Legal practitioner with Messrs. Udom and Udom (SAN) and later

the Managing Partner of Ace Partners.

Ekom has attended various legal and other courses notably on the "Law of Succession, Estate

Planning and Probate Practice, Mastering Public-Private Partnership, amongst others".

Monisola Folorunsho, HND, MBA, ERMCP

Head, Compliance

She holds an HND in Banking and Finance from Kwara State Polytechnic, Ilorin, MBA (International

Business) from Lincoln University, Oakland and is an Enterprise Risk Management Certified

Professional.

Monisola has over 20 years’ experience which spans Audit, Administration, Compliance and

relationship management, having worked as an Audit staff in the firm of Olabisi Fayombo & Co.

(Chartered Accountants) and as a Finance & Admin Officer of UTB Trustees Limited from where her

services were transferred to Union Trustees Limited in 2006.

Olaide Omotoro, B.Sc., MBA, FCA, FAAT, ACITN, AICMA, ACISI (UK)

Chief Financial Officer

Olaide is a highly motivated, creative and growth-oriented professional with extraordinary multi-

tasking and learning skill. She has 15 years of cognate and broad professional experience spanning

various functions such as Audit & Internal Control, Financial Management, Treasury and Tax

Management in various establishment.

She holds a BSc degree in accounting from Ogun State University and an MBA (Finance) from the

University of Lagos. She is an Alumnus of Stern School of Business (NYU). Prior to joining Union

Trustees Limited, she was the Group Executive, Integration at Greenwich Trust Limited and has

worked in GTL Registrar as the Divisional Head Finance & Management Services/Group CFO

(Formerly Union Registrars Ltd).

Taye Adelanwa, B.Sc., ACA

Head, Treasury & Operations

Taye is a Chartered Accountant with over ten years’ post qualification experience. She holds a

Management and Accounting degree from Obafemi Awolowo University. Her working experience

spans several areas of Finance from Budgeting, Financial Accounting, Joint Venture Support, Tax,

Financial Analysis, Sox, Credit Risk Administration and recently Treasury. She has vast experience

working with several local firms and a Multinational company (Chevron Nigeria Ltd).

Taiwo Oguntimehin

Head, Business Development (South West)

Taiwo holds a HND in Business Management from Yaba College of Technology, Yaba, Lagos MBA

(Financial Management) from Lagos State University. He is an Associate Member of the Nigeria

Institute of Management (Chartered), Associate member Institute of Chartered Professional

Managers (ICPM) and Associate Member Institute of Chartered Economist of Nigeria (ICEN).

He has over 15 years’ experience in the Trusteeship industry which covers operations and business

development. He was the pioneer MD of Radix Trustees Limited from where he resigned in 2014 to

rejoin Union Trustees Limited as the Head of Business development. He is a member of the Capital

Market Committee. He has attended various training within and outside Nigeria.



8.7 The Investment Committee

The Fund Manager will constitute an Investment Committee that will oversee the Fund Manager’s

activities. The Investment Committee will advise and guide the Fund Manager in its investment

strategies and policies in order to ensure that all activities conform to the Fund’s established

investment objectives and the overall interests of the Unitholders.

At inception, the members of the Investment Committee will include the following:

1. Independent Member

• Richard Mofe-Damijo

Popularly known as RMD, Richard Mofe-Damijo was born July 6, 1961. Mofe-Damijo was born in

Warri, Delta State, Nigeria. He enrolled into the University of Benin to continue his education and

studied Theatre Arts. In 1997 Mofe-Damijo returned to the university to study law at the University

of Lagos and graduated in 2004.

RMD was previously appointed as the Commissioner for Culture and Tourism in Delta State. He has

served on the board of various advisory committees such as the National Association of Nigerian

Theatre Arts Practitioners (“NANTAP””) and Independent Television Producers Association of

Nigeria, established to launch and invest financially in identified projects in the entertainment

sector. He is a spirited leader with over 3 years of experience in executive management, having to

oversee the administrative, finance and investment aspects of multiple businesses such as Birdland

Communications and Whitewater Limited.

He is also an accomplished legal practitioner, familiar with investment and financial laws in Nigeria,

having obtained an LLB from the University of Lagos in 2004 and a BL from the Nigerian Law School

in 2005.

2. Non-Independent Member

• Dayo Obisan (Profile included on page 26) • Emmanuel Ikpo (Profile included on page 27)

• Tubosun Falowo (Risk & Control)

Tubosun holds a B.Sc. Degree in Agricultural Economics from the University of Ibadan, in 2002 and

M.Sc. Degree in Finance and Investment from Aberden Business School, Scotland. His experience

spans corporate finance, advisory, capital issues, internal audit, risk and compliance.

He had held several management and executive positions in the firm including financial advisory,

audit and compliance until his appointment as the Chief Risk Officer in February 2012. Tubosun

has attended various local and international training development programs in investment banking,

enterprise risk management. He sits on various committees in the firm, including the risk

management and investment committees.

• Oby Chiki-Ijegbulem (Securities Dealing)

She holds a B.Sc. degree in Economics from the University of Lagos. Her experience spans

investment management, corporate finance, advisory, stockbroking, bond trading as well as

treasury management and operations.

She was Chief Operating Officer at the securities dealing subsidiary of FutureView Financial Services

Limited and was also Head of Bond Desk. Oby also worked with Associated Discount House Limited,

previously as an investment officer trading on fixed income and discounted instruments before

heading Treasury operations in 2007.

• Olufunke Aiyepola (UTL Trust Management Services)(Profile included on page 29)



8.8 Profit & Loss Account of Greenwich Asset Management Limited

2016 2015 2014 2013 2012 2011 N'000 N'000 N'000 N'000 N'000 N'000

Fee 22,036 34,177 90,703 43,213 15,773 25,023

Fair Value Gains/Loss 5,447 (3,467) (8,342) 45,539 (5,205) -

Interest Income 178,019

Total Income

194,609 30,710

82,361

88,752

10,568

25,023

General and

administration costs 85,122 (13,656) (11,946) (47,756) (6,291) (7,961)

Other Operating

Costs 30,829

Interest expenses 144,290

Provision for

diminution in value of

investments

- - - - - (8,356)

Total operating

Expenses 116,096

Profit before

taxation

78,512 17,054 70,415 40,997 4,277 8,707

Taxation 5,232 (1,310) (3,609) (2,425) 2,098 (491)

Pre-operational

expenses written off

- - - (7,171)

Profit/(loss) after

taxation

73,281

15,744

66,806

38,572

6,375

1,044

Earnings/(loss) per

share (Kobo)

15

3

13

8

1

2



8.9 Statement of Financial Position of Greenwich Asset Management Limited

2016 2015 2014 2013 2012 2011

N’000 N’000 N’000 N’000 N’000 N’000

Assets Cash and short-term funds

102,646,517 10,000 10,000 10,000 10,000 10,000

Financial

assets at fair value through profit or loss 99,085,903 104,532,481 108,000,020 116,342,095 70,803,176 76,008,380 Other assets and

prepayments 101,204,511 121,481,771 - - - -

Intangible assets 1,600,000 - - - - - Trade receivables - -

101,460,414

21,703,211

27,545,401

17,562,896

Pre-operational

expenses - - -

-

-

-

304,536,931 226,024,252 209,470,434 138,055,306 98,358,577 93,581,276

304,536,931 226,024,252 209,470,434 138,055,306 98,358,577 93,581,276

Liabilities Payables and accruals 500,000 500,000 1,000,000

- 1,300,000 800,000

Current tax payable 13,782,478 10,705,074

9,395,341 5,786,669 3,362,064 327,663

Deferred

taxation 2,154,183 - -

-

- 163,832

16,436,661 11,205,074 10,395,341 5,786,669 4,662,064 1,291,495

Total assets less current liabilities 288,100,270 214,819,178 199,075,093 132,268,637 93,696,513 92,289,781

Net assets 288,100,270 214,819,178 199,075,093 132,268,637 93,696,513 92,289,781

Capital and

Reserves Share capital 500,000,000 500,000,000 500,000,000 500,000,000 500,000,000 500,000,000 Retained

Earnings (211,899,730) (285,180,822.00)

(300,924,906) (367,731,362)

(406,303,487)

(407,710,220)

288,100,270 214,819,178 199,075,094 132,268,638 93,696,513 92,289,780



8.10 Statement of Cashflows of Greenwich Asset Management Limited

2016 2015 2014 2013 2012 2011

N'000

N'000

N'000

N'000

N'000

N'000

Cash flows from

operating activities:

Profit for the year

78,512 17,054 70,415 40,997 6,375 1,044

Adjustments

Pre-operational

expenses

- - - - - 7,171

Income taxes

recognised in profit or

loss

3,077 1,310 3,609 12,119 (2,098) 491

Deferred taxes

recognised in profit or

loss

2,154

Fair value (gain)/loss

on financial asset

FVTPL

5,446 15,744 8,342 (45,539) 5,205 8,356

Amortization of

intangible assets 400

Changes in non-cash

working capital balances

Increase/(Decrease)

in receivables

20,277 (20,021) (79,757) 5,842 (9,983) (17,563)

Increase/(Decrease)

in payables

500 1,000 (1,300) 500 501

Income taxes

(5,231) 1,310 (3,609) (12,119)

Net cash provided

by/(used in) operating

activities

104,636

- - - - -

Cash flows from

investing activities:

- - -

Purchase of intangible

assets

(2,000) - - - - -

Cash flows from

financing activities:

Finance cost

- - - - - -

Net cash

provided/(used) in

financing activities

- - - - - -

Net increase/(decrease) in

cash & cash equivalents

- - - - -

Cash and cash

equivalents as at 1

January

102,636 10 10 10 10

Cash & cash

equivalents as at 31

December

10,000 10,000 10 10 10 10



8.11 Consolidated Accounts of the Trustees (UTL Trust Management Services

Limited)

UTL

FINANCIAL SUMMARY

2017 - Qtr ended March 2016 - Draft Audited 2015 2014 2013

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

Fixed Assets 46,180 51,296 48,585 6,550 11,432

Investments 5,133,788 7,107,524 6,007,579 7,438,221 6,711,318

Debtors 758,567 350,183 639,771 929,612 1,253,493

Bank Balances 6,096,977 1,908,708 2,105,233 3,004,909 2,848,535

Commercial Papers - - - - -

Called-Up Share

Capital 500,000 500,000 500,000 500,000 500,000

General Reserve 4,162,410 4,175,853 3,476,848 3,615,220 3,642,401

Bonus Issue

Reserve - - - - -

Creditors 2,101,129 279,821 247,915 320,210 592,675

Due to Clients 4,219,750 3,954,151 4,079,690 6,610,219 5,683,077

Taxation 512,759 394,435 389,346 249,736 145,504

Deferred Taxation (6,432) (6,432) (6,432) (17,202) (13,497)

Income 702,120 2,950,388 3,119,348 2,470,716 2,417,555

Profit before

Taxation 516,778 2,224,626 1,850,146 1,678,547 1,897,652

Profit after

Taxation 442,896 1,839,005 1,461,628 1,478,319 1,739,921

Dividend - 1,140,000 1,600,000 1,500,000 -

Per Share Data

Earnings Per Share 0.89 3.68 2.92 2.96 3.48

Net Assets Per

Share 9.32 9.35 7.95 8.23 8.28


9 STATUTORY AND GENERAL INFORMATION

9.1 Indebtedness

As at the date of this Prospectus, the Fund Manager had no outstanding debentures, mortgages,

loans, charges or similar indebtedness, except in the ordinary course of business.

9.2 Claims and Litigation

As at the date of this Prospectus, there are no claims and/or litigation for or against the Fund

Manager.

9.3 Costs and Expenses

The costs, charges and expenses of and incidental to the Offer including fees payable to the

Securities & Exchange Commission, professional parties’ fees, brokerage commission and printing

and distribution expenses are approximately 1.92% of the gross proceeds and are payable by the

Fund. The Offer expenses will be defrayed from the offer proceeds.

9.4 Relationship between the Fund Manager and the Trustees

As at the date of this prospectus, there exist no common shareholding between the Fund Manager

and the Trustees and neither is one a subsidiary or holding company of the other.

9.5 Relationship between the Fund Manager and the Financial Adviser/Issuing House

Greenwich Asset Management Limited is a subsidiary of Greenwich Trust Limited (“Financial

Adviser/Issuing House”) and the Chairman of GAML is currently the Group Managing Director of

the Financial Adviser/Issuing House.

9.6 Relationship between the Fund Manager and the Custodian

There exists no relationship between the Fund Manager and the Custodian other than in the

ordinary course of business. Furthermore, the Custodian and the Fund Manager do not have any

common shareholder and neither is a subsidiary or holding company of either GAML or Greenwich

Trust Limited.

9.7 Material Contracts

The following contracts have been entered into and may be material to this Offer:

1. A Trust Deed dated July 13, 2017 between GAML and UTL Trust Management Services

Limited under which the Fund was constituted and has agreed to act for the benefit of the

Unitholders. Extracts of the Trust Deed are set out on pages 38-55 of this Prospectus.

2. A Custody Agreement dated July 13, 2017 between GAML and UTL Trust Management

Services Limited and United Bank for Africa Plc, pursuant to which the Fund Manager has

appointed United Bank for Africa Plc to act as Custodian of the Fund’s investments, cash

and other assets and to accept responsibility for the safe custody of the Deposited Property

which is delivered to and accepted by the Custodian. Extracts of the Custody Agreement are

set out on pages 56 of this Prospectus.


STATUTORY AND GENERAL INFORMATION (CONT’D)

3. A Vending Agreement dated July 13, 2017 between Greenwich Asset Management Limited

and Greenwich Trust Limited under the terms of which the Issuing House has agreed to

offer 10,000,000 Units of N100.00 each of the Greenwich Entertainment Fund.

Other than as stated above, the Fund Manager has not entered into any material contracts except

in the ordinary course of business.

9.8 Consents

The following have given and not withdrawn their written consents to the issue of this Prospectus

with their names included in the form and context in which they appear:

Directors of the Fund Manager Kayode Falowo

Dayo Obisan

Tony Uponi

Erelu Angela Adebayo

Dr Ayo Teriba

Toyin Okeowo

Company Secretary Omobola Makinde

Financial Adviser/Issuing House Greenwich Trust Limited

Trustees to the Fund UTL Trust Management Services Limited

Reporting Accountants SIAO Partners

Solicitors to the Offer George Ikoli & Okagbue

Registrars to the Offer GTL Registrars Limited

Custodian to the Fund UBA Global Investor Services

Receiving Bank Access Bank Plc

Rating Agency DataPro Limited

9.9 Documents Available for Inspection

Copies of the following documents may be inspected at the offices of Greenwich Trust Limited, at

Plot 1698A, Oyin Jolayemi Street, Victoria Island, Lagos from August 28, 2017 to October 5, 2017.

a. The Certificate of Incorporation of the Fund Manager;

b. The Memorandum & Articles of Association of the Fund Manager;

c. The Certificate of Incorporation of the Trustees;

d. The Memorandum & Articles of Association of the Trustees;

e. The Reporting Accountant’s Report on the financial forecast for the first five years of

the Fund ending 2017, 2018, 2019, 2020 and 2021;

f. The Resolution of the Board of Directors of the Fund Manager authorising the creation

of the Greenwich Entertainment Fund and the issuance of 10,000,000 Units of The

Fund;

g. The Written Consents of the Directors of the Fund Manager and Parties to the Offer;

h. The Material Contracts referred to in pages 36 & 37 above;

i. The Prospectus issued in connection with this Offer; and

j. The Abridged Prospectus in connection with this offer.



9.10 Extracts of the Trust Deed

3. APPOINTMENT OF TRUSTEES AND DECLARATION OF TRUST

3.1. The Fund Manager hereby appoints the Trustees as Trustees for the Nigeria Entertainment

Fund to act on behalf of the Unit holders and the Trustees agree to act as Trustees for the

Unit holders in accordance with the provisions of this Deed and will manage the Fund in

accordance with the provisions of the ISA and the terms of this Deed.

3.2. The Trustees hereby declares itself as Trustees for the benefit of the Unit holders with effect

from the date of this Deed and have accepted and agreed to enforce the powers and perform

the duties and obligations of the Trustees specifically set forth herein and to hold the benefit

of the covenants and other obligations of the Fund Manager herein contained on trust for

the Unit holders subject to the terms of this Deed.

3.3. The trust created herein shall be a continuing obligation and shall be and remain in full force

and effect until terminated in accordance with the provisions of this Deed, the provisions of

which shall be binding on the Fund Manager, the Trustees and the Unit holders and all

persons claiming through them respectively as if such Unit holders and persons are parties

to this Deed.

4. CONSTITUTION AND ADMINISTRATION OF THE TRUST

4.1. The Fund shall initially be constituted from the proceeds of sale of Units in the Fund under

the Offer.

4.2. The Manager shall have the Designated Accounts in the joint names of the Fund/Trustees

maintained by the Custodians.

4.3. All cash proceeds of the sale of Units shall be paid into the Nigeria Entertainment Fund

Trading Account or such other designated cash account maintained by the Custodian.

4.4. A portion of such proceeds will from time to time, as hereinafter provided for be paid from

the Nigeria Entertainment Fund Trading Account into the Nigeria Entertainment Fund

Expense Account or such other designated cash account pursuant to 4.2 above to be used

for the payment of the Charges.

4.5. Monies paid for Units hereof shall be paid into the Nigeria Entertainment Fund Trading

Account and shall form part of the Deposited Property.

4.6. The Designated Accounts shall be maintained by the Custodian who shall, every quarter,

supply the Fund Manager, the Commission and the Trustees with reports thereon and a

valuation of the investments held by the Fund. The Fund Manager shall supply the said

reports and valuation to the Unit holders once every year.



4.7 The Trustees shall be vested with and stand possessed of the Deposited Property upon trust

for all the Unit holders. All property, which in accordance with the provisions of this Deed

ought to form part of the Deposited Property shall forthwith after receipt by the Fund

Manager be vested in the Trustees. The Deposited Property shall be held as a single common

fund and no Unit shall confer any interest or share in any particular part of the Deposited

Property.

4.8. The Trustees shall have all the rights and powers conferred upon Trustees by the Trustee

Investments Act Chapter T22 LFN 2004 as though it and other relevant laws were expressly

set out in this Deed.

4.9. The powers hereby conferred on the Trustees shall be in addition to any powers which may

from time to time be vested in them by general law or as holder of the Deposited Property

in so far as it does not and shall not conflict with the rights and powers vested in the Fund

Manager by virtue of this Deed. The Trustees in the exercise of the powers and discretions

vested in them by this Deed shall comply with the provisions of the ISA, and all regulations,

rules and guidelines made pursuant to it.

4.10. The Custodian shall at all times retain in its possession (or in the possession of such third

parties as it may with the consent of the Fund Manager and the Trustees appoint as its

agents in that behalf) in safe custody all the investments and all documents of title or value

connected therewith actually received by the Custodian or its nominees approved by the

Commission or such agents and shall be responsible for the safe custody and so far as

practicable, the realization of the income proceeds in respect of such part of the investments

as may be within the control of the Custodian, its nominees or agents.

4.11. The Trustees shall whenever it becomes necessary to enforce the terms of this Deed act

within 30 days and shall inform the SEC of any breach of the terms and conditions of the

Deed not later than 10 Business Days after such breach.

4.12. The Fund Manager shall subject to the provisions of Section 171 of ISA and Clauses 4.14

and 9 have the exclusive right to manage the Deposited Property in accordance with the

provisions of ISA and the terms of this Deed

4.13. The Fund shall have an Investment Committee (comprising of not less than three persons

who are knowledgeable in investment and financial matters and, at least one of whom shall

be an independent member), which shall be responsible for reviewing and advising the Fund

Manager on any proposed investment. For the purpose of this clause, an independent

member is one who does not have a material or pecuniary relationship with the Fund

Manager or related persons.

4.14. The Fund Manager shall with the consent of the Trustees and in accordance with the

decisions of the Investment Committee invest the Deposited Property in Permissible

Instruments. All investments shall be made with monies drawn from the Nigeria

Entertainment Fund Trading Account and such investments shall be held in the joint name

of the Fund and the Trustees.



5. ISSUE AND SALE OF UNITS

5.1. The Fund Manager shall issue 10, 000, 000 (Ten Million) units by way of public offer to

potential investors at N100 per unit, provided that in the event of an oversubscription, the

Fund Manager may absorb any excess application monies, register and allot additional units

to subscribers, subject to the approval of the Commission.

9. INVESTMENT POLICY AND INVESTMENT OUTLETS

9.1 The assets of the Fund shall be invested 100% (one hundred per cent) in Permissible

Instruments.

9.1.1 The Fund Manager with the concurrence of the Trustees may, upon obtaining the SEC’s

approval in accordance with the provisions of Section 187(1)(a) of the ISA, alter the

Investment Policy but not its objectives of the Fund as set out in this Clause.

9.1.2 The Fund Manager shall not invest all or any part of the Deposited Property or make any

investments in any units or securities of any unit trust scheme or fund managed by it or in

any security of the Trustees or any associated company of the Fund Manager or Trustees.

9.1.3 The Fund Manager shall not enter into any investment or any transaction which results in

all or any part of the Deposited Property being pledged, charged, mortgaged or in any other

way offered as security and the Fund shall not borrow any money or obtain any credit at all

for the purpose of financing its investments.

9.1.4 The Fund Manager shall not deal in or retain the securities of any company in which the

individual officers of the Fund Manager or any of its affiliates or subsidiaries each have

beneficial ownership of more than 0.5% of the securities of such company and together

more than 5% of the securities aforesaid.

9.1.5 Nothing in this Clause shall authorize the Fund Manager or the Trustees or their respective

holding company or any subsidiary to act as principals in the sale of any part of the

Deposited Property or in the sale of underlying assets to the Fund.

9.2 It shall not be necessary for either the Fund Manager or the Trustees to effect or cause to

be effected changes in Permissible Instruments by reason of any appreciation in the value,

the aggregate of the value of any Permissible Instruments in any market or industry sector

or company or body or of any security or any depreciation in the value or the aggregate of

the values of any Permissible Instruments. However the asset allocation may be rebalanced

within a reasonable time to be in compliance with the Fund’s stipulated asset

allocation/investment restriction.

9.3 For the avoidance of doubt, the Fund’s Asset allocation is as follows:

Asset Class Asset Allocation

(%)

Ave. Yield Weighted

Yield (%)

Equities 0 - 25 14 2.80

T-Bills (365Days) 25 - 80 18 10.80

Strategic Investment (securitized

lending) in the Entertainment Industry

10 - 40 10 0.75

Real Estate 0 - 25 12 1.50

Total 100 14.05



15. ISSUANCE OF STATEMENT OF UNITHOLDING

15.1 Statements of Unit Holdings to be issued to successful applicants under the Offer shall be

issued within 15 (Fifteen) Business Days of the SEC's approval of the allotment.

15.2 Statementof Unitholding for New Units issued shall be delivered to each Unit holder within

15 (Fifteen) Business Days of the date of purchase of such New Units.

16 FORM AND EXECUTION OF STATEMENT OF UNITHOLDING

16.1 An Electronic Statement of Unitholding shall specify the number of Units held on the date of

the Statement and shall be in the form set out in the Third Schedule or in such other form

as the Trustees and the Fund Manager may agree or the circumstances may require.

16.2 Electronic Statement of Unitholding shall be issued by the Fund Manager and the Trustees

or by any other person authorised by the Fund Manager. Any signature effected on behalf

of the Fund Manager may be affixed lithographically or by such other mechanical means as

may be approved by the Trustees and the Fund Manager. No Statement of Unitholding

requested in respect of any Unit shall be issued or be valid until so signed and (in the case

of issue of a New Unit) no Statement of Unitholding, requested shall be signed until either

the cash or such other property as is to be vested in the Trustees in respect of the issue of

the New Unit has been paid or transferred to the Fund Manager. Should any person whose

signature shall appear on any Statement of Unitholding die or cease to be an official so

authorized after the Statement of Unitholding shall have been issued but before it is received

by the Unit holder to whom it was issued, the Statement of Unitholding shall be as valid and

binding as though the person whose signature so appeared had lived or continued to be an

official so authorized up to the date of the Unit holder’s receipt of the Statement of

Unitholding.

16.3 If the Fund Manager is replaced or if there is any change in its control or ownership or the

control or ownership of its holding company, then in such case the Trustees may in their

absolute discretion but subject to the approval of the SEC require that every Statement of

Unitholding shall be prepared and signed in such manner as the Trustees shall specify at

such time.

16.4 A Unit holder shall be entitled to exchange his Statement of Unitholding for one or more

other Statements representing in the aggregate a like number of units of the same type,

PROVIDED THAT Statements shall only be issued in respect of such minimum number of

units as may for the time being generally or otherwise be prescribed in writing by the Fund

Manager with the approval of the Trustees. Before carrying out any such exchange, the Unit

holder shall surrender to the Registrar for delivery to the Trustees, the certificate which is

to be exchanged. Every New Statement shall be issued in the name of the Unit holder of

the surrendered Statement of Unitholding, which shall thereafter be cancelled.

18. DISTRIBUTION OF INCOME/REINVESTMENT

18.1 The Net Income of the Fund shall be distributed to the Unit holders in line with the provisions

of this Trust Deed and subject to applicable laws and regulations.

18.2 Distributions will be made to Unit holders on the Distribution Payment Date and Unit holders

shall have the option of receiving same in cash or reinvesting them in New Units at the Offer

Price.



18.3 Election to receive Distributions in cash or in New Units shall be made by Unit holders at

the time the Units are subscribed for or purchased and may be changed by written notice

to the Fund Manager that is received by the Fund Manager not less than 14 days before

the Distribution Payment Date.

18.4 Unit holders who elect to have their Distributions reinvested in New Units shall be entitled

to an issue of New Units that shall be equal in value to the amount they otherwise would

have received in cash as a Distribution. The Fund Manager shall issue Electronic Certificates

evidencing the number of New Units allotted to such Unit holders pursuant to this Clause.

18.5 All payments to a Unit holder shall be effected by electronic transfer to the Unit holder’s

bank account as specified in the Register.

18.6 The Fund shall accrue interest on basis of daily amortization on streams of income derived

from investment in Permissible Instruments. The amortized method recognizes the

principal amount invested and the daily accrual of interest income.

18.7 Dividend on the Fund will be computed based on capital appreciation and interest less

operating expenses and fees accrued on a daily basis on the principal amount invested.

18.8 Dividend on the Fund will be paid out to Unit holders that elect such option or reinvested,

reflecting the average accrual income to the Fund and net of operating expenses and fees

annually where the returns on investment less relevant expenses exceeds 10%of each

financial year. The pay-out ratio of such income, where applicable shall not be less than

50% of the net profit.

22. UNIT HOLDERS’ RIGHT OF REDEMPTION

22.1 Unit holders shall be entitled to redeem all or part of the Units held by them at the Bid

Price on any Business Day immediately upon a request to the Fund Manager and by lodging

the Redemption Documents with the Fund Manager.

22.2 No additional charges will be required on redemption

23. INDEMNITIES, DUTIES AND RESPONSIBILITIES AND POWERS OF THE FUND

MANAGER AND THE TRUSTEES

23.1 Subject to the provisions of Section 168 of the ISA and without prejudice to any indemnity

allowed by law or given by this Deed to the Trustees or to the Fund Manager, the following

provisions shall apply in addition to any other such powers, duties and indemnities so given.

23.2 Neither the Trustees nor the Fund Manager shall incur liability to the Unit holders for doing

or failing to do any act or thing which by reason of any provision of any present or future

law or regulation or of any decree, order or judgment of any Court, or by reason of any

request, announcement or similar action which may be taken or made by any person or

body acting with or purporting to exercise the authority of any government (whether legally

or otherwise) which either the Trustees or the Fund Manager shall be directed or requested

to do or perform or to forbear from doing or performing.

23.3 The Trustees, the Fund Manager or the Registrar shall be entitled to require that the

signature of any Unit holder or joint Unit holder to any document required to be signed by

him or them under or in connection with this Deed shall be verified by a banker or otherwise

authenticated to its or their reasonable satisfaction.



23.4 The Fund Manager may in relation to anything required to be done pursuant to this Deed

act on the opinion or advice or any information obtained from any legal practitioner,

accountant, broker or any other persons believed by the Fund Manager in good faith to be

experts in relation to the matters upon which they are consulted.

23.5 The Fund Manager shall not be liable to account to any Unit holder or otherwise for any

payment made or suffered by the Fund Manager reasonably and in good faith to any duly

empowered fiscal authority in Nigeria or elsewhere for taxes or other charges in any way

arising out of or relating to any transaction of whatever nature in accordance with the

provisions of this Deed.

23.6 The Trustees shall not by reason of their office be precluded from purchasing, holding,

dealing in or disposing of Units or at any time contracting or entering into any financial,

banking or other transaction with the Fund Manager or any Unit holder or any company or

body whose equity or securities form part of the Deposited Property or from being interested

in any such contract or transaction or from holding any shares or any investment in any

such company or body and the Trustees shall not except as otherwise provided in this Deed

be in any way liable to account either to the Fund Manager or to the Unit holder or any of

them for any profits or benefits made or derived by the Trustees thereby or in connection

therewith Provided that the Trustees shall not make profit for themselves from any

transaction in any assets held by them under the Fund and shall not engage in any

transaction that is not in the interest of the Unit holders and the Fund.

23.7 Where Unit holders representing not less than 25% of the registered Units or the Fund

Manager request in writing, the Trustee shall at the Fund’s expense, appear in, prosecute

or defend any action or suit in respect of the provisions of this Deed or in respect of the

Deposited Property or any part thereof or take part in or consent to any corporate or

investors' action.

23.8 The Trustees shall be entitled to reimbursement of all expenses incurred in connection with

appearing in any action or suit relating to the provisions hereof or in respect of the Deposited

Property or any part thereof or any corporate or investors' action.

23.9 The Fund Manager shall in no way be liable to make any payment hereunder to any person

except out of the monies of the Fund set aside for that purpose.

23.10 In no event shall the Trustees be bound to make any payment to any person except out of

the funds held by them for that purpose under the provisions of this Deed.

23.11 The Trustees may act upon the advice of or information obtained from legal practitioners

whether instructed by them or by the Fund Manager and they may also act upon statements

of or information or advice obtained from the Fund Manager or any bankers, accountants,

brokers and other persons believed by the Trustees in good faith to be experts in relation

to the matters upon which they are consulted and the Trustees shall not be liable for

anything done or omitted or suffered to be done by them in reliance upon such advice,

statement or information.

23.12 The Trustees shall not be responsible for any misconduct, mistake, oversight, error of

judgment or want of prudence on the part of the Fund Manager. The Trustee shall also not

be responsible for any misconduct, mistake, oversight, error of judgment or want of

prudence on the part of the Custodian or any banker, accountant, broker, legal practitioner,

or other person acting pursuant to this Deed as adviser of the Trustees. Provided that where

such Custodian, banker, accountant, broker, legal practitioner, agent or other person acts

as an agent of the Trustee or on the authority of the Trustee, the Trustee shall be liable any

misconduct, mistake, oversight, error of judgment or want of prudence arising therefrom.



23.13 Subject as may otherwise be provided in this Deed, the Trustees shall not in any

circumstances be responsible for the purchase or selection of any Investment nor for the

sale, exchange or alteration of any Investment but the Fund Manager shall upon obtaining

the prior approval of the Trustees and in accordance with this Deed, have absolute and

uncontrolled discretion as to the purchase, selection, sale, exchange or alteration of any

Investment and the Trustees shall not in any circumstances be responsible for any loss

howsoever arising from the exercise of such discretion by the Fund Manager.

23.14 The Fund Manager shall subject to the provisions of this Deed be entitled to destroy all

instruments of redemption or Redemption Documents which have been registered at any

time after the expiration of 10 years from the date of its registration; and all Electronic

Certificates which have been cancelled at any time after the expiration of 10 years from the

date of its cancellation; and all registers, statements and other records and documents

relating to the Fund at any time after the expiration of 10 years from the date of their

cancellation; and all registers, statements and other records and documents relating to the

Fund at any time after the expiration of 10 years from the termination of the Fund. The

Trustees shall be under no liability whatsoever in consequence thereof and, unless the

contrary be proved, every instrument of transfer so destroyed shall be deemed to have been

a valid and effective instrument duly and properly cancelled by the Trustee and every

Electronic Certificate so destroyed shall be deemed to have been a valid Electronic

Certificate duly and properly cancelled.

PROVIDED ALWAYS that:

23.14.1 the provisions of Clause 22.14 shall apply only to the destruction of a document in good

faith and without notice of any claim (regardless of the parties to such claim) to which

the document might be relevant;

23.14.2 nothing in Clause 22.14 shall be construed as imposing upon the Trustees any liability in

respect of the destruction of a document other than as stated or in any case where the

conditions of Clause 22.14 are not fulfilled;

23.14.3 references in Clause 22.14 to the destruction of any document include references to its

disposal in any manner.

23.15 If for any reason it becomes impossible or impracticable to carry out any of the provisions

of this Deed, neither the Fund Manager nor the Trustees shall be under any liability

therefore or thereby and neither shall incur liability by reason of any error of law and in

the absence of fraud or negligence for any matter or thing done or suffered to be done

or omitted to be done in good faith pursuant to this Deed. PROVIDED ALWAYS that

nothing in this Clause shall be construed as exempting the Trustees from, or indemnifying

the Trustees against, liability for breach of trust where having regard to the provisions of

this Deed conferring on the Trustees any powers, authorities or discretions, the Trustees

fail to exercise the degree of care and diligence required of them as Trustees.

23.16 The Fund Manager and any company which is a subsidiary or holding company of the

Fund Manager or a director or executive officer of the Fund Manager shall not carry out

any transaction for itself or make any profit for itself from any transactions in the

Deposited Property.

Y AND GENERAL INFORMATION (CONT’D)



23.17 The Fund Manager and any company which is a subsidiary or holding company of the Fund

Manager shall not:

23.17.1 borrow money on behalf of the Fund for the purpose of acquiring Permissible

Instruments for inclusion in the Fund;

23.17.2 lend any money that is subject to the Trust to a person to enable him purchase Units;

23.17.3 mortgage or charge or impose any other encumbrance on any securities or property

held or to be held subject to the Trust;

23.17.4 engage in any transactions that are not in the interest of and for the benefit of Unit

holders or the Fund.

25. COVENANTS BY THE FUND MANAGER

25.1 The Fund Manager hereby covenants with the Trustees as follows:

25.1.1 not to engage in any activities unauthorized by the ISA and the SEC Rules and Regulations;

25.1.2 not to make a profit for itself from transactions in any assets held under the Fund;

25.1.3 to carry on and conduct the business of the Fund in a diligent manner, and expeditiously

carry out the purpose for which the Units are issued;

25.1.4 to keep proper books of account for the Fund in the English language and therein make

true and proper entries of all affairs of the Fund and procure that the books shall at all

reasonable times during business hours, be open for inspection by the Trustees;

25.1.5 not to borrow money on behalf of the Fund for the purpose of acquiring securities or other

property for the Fund or otherwise;

25.1.6 to give to the Trustees such information requested in writing as to all matters relating to

the affairs or business of the Fund which they shall reasonably require not later than 5

(Five) Business Days and furnish to the Trustees, not later than 3 (Three) months (or such

extended period not exceeding a further period of Ten (Ten) Business Days as the SEC may

in exceptional circumstances allow) after the end of the period to which such accounts

relate, two copies of every balance sheet profit and loss account of the Fund certified by

the Auditors;

25.1.7 not to lend money that is subject to the trusts of the Fund to a person to enable him to

purchase Units of the Fund, or otherwise;

25.1.8 not to mortgage, charge or impose any other encumbrance on any securities or other

property subject to the trust of the Fund;

25.1.9 not to engage in any transactions with respect to or for the Fund that are not, in its opinion,

in the best interests of Unit holders and of the Fund;

25.1.10 not to deviate from or alter the Investment Policy of the Trust without due recourse to the

provisions of this Deed and the law regarding same;



25.1.11 to give written notice to the Commission of any proposal to alter the scheme or replace

the Trustees as required by section 187 of the ISA; and

25.1.12 to act at all times with prudence and honesty in relation to all monies and accounts kept

for the purpose of the Fund.

25.1.13 to avoid conflicts of interest between the Manager and the Holders.

25.1.14 to maintain adequate financial resources to meet its commitments to manage the risks

to which the Fund is exposed.

25.1.15 to ensure to the best of its abilities that the Fund adheres to the principle of segregation

and identification prescribed by the Commission from time to time

25.1.16 to establish well defined compliance procedures.

25.1.17 to cause proper books of account to be kept and annual accounts to be prepared in

accordance with the provisions of the ISA and the SEC Rules and Regulations relating

thereto, and permit the Trustees from time to time on demand, to examine and take

copies of or extracts from any books of account.

25.1.18 to undertake liability for any acts or omissions of its agents appointed in relation to any

of its obligations under this Deed.

29. REMOVAL AND RETIREMENT OF TRUSTEES

29.1 In the event of the Trustees desiring to retire or where the Fund Manager seeks to remove

the Trustees, the Trustees and the Fund Manager shall first notify the Commission stating

reasons for the retirement or removal of the Trustees. The Fund Manager and the Trustees

shall also furnish the Commission with relevant information as to the suitability of the new

Trustee(s) to be appointed in place of the retiring or removed Trustee(s).

29.2. The Fund Manager shall use its best endeavours to appoint a new Trustee(s) within three

(3) months of notice to the Commission of the Trustee(s)’s intention to retire or the Fund

Manager’s intention to remove the Trustee(s) as the case may be. The new Trustee(s) shall

be an incorporated company registered with the Commission and approved by a majority of

the Unit holders. If no new Trustee(s) can be identified within that period where both

Trustees are removed, the Fund Manager may terminate the Trust.

29.3. The Trustees shall be subject to removal by notice in writing from the Fund Manager in any

of the following circumstances PROVIDED THAT in any case the proposed removal must be

approved by the Commission or 1 (one) month has elapsed since notice was served on the

Commission without the Commission having notified the Fund Manager that the proposed

removal is not approved:



29.3.1 if Unit holders holding not less than 75% (Seventy-Five per cent) of the Issued Units deliver

to the Fund Manager a request in writing that the Trustee(s) should retire;

29.3.2 if the Trustee(s) goes into liquidation (except for a voluntary liquidation for the purpose of

reconstruction or amalgamation upon terms previously approved in writing by the Fund

Manager) or if a receiver is appointed over any of the Trustee(s) assets;

29.3.3 if in the opinion of the Fund Manager, which opinion is confirmed by Unit holders holding a

simple majority of the Issued Units attending the meeting in person or by proxy, the

Trustee(s) shall be incapable of performing or shall have in fact failed to perform its duties

satisfactorily or shall have done any other thing which is calculated to bring the Fund into

disrepute or be harmful to the best interests of the Unit holders or is a breach of the Trustee’s

fiduciary duties to the Fund.

29.3.4 If the Trustee(s) certificate or registration as a capital market operator is suspended,

withdrawn or revoked by the Commission.

29.4 Upon removal of the Trustee(s), the Fund Manager shall by writing under its seal and subject

to the approval of the Commission appoint some other qualified corporation to be the

Trustee(s), and such corporation shall enter such deed or deeds as the Fund Manager deems

it necessary or desirable to be entered by such corporation in order to secure the due

performance of its/their duties as Trustee(s) during the remainder of the Trust Period.

29.5 Where the appointment of a Trustee(s) is terminated in accordance with this Clause,

(whether by removal or by retirement), the Trustee(s) shall within 7 (Seven) days submit

a report to the Commission stating:

29.5.1 the assets and liabilities of the Fund;

29.5.2 whether any irregularity or undesirable practice has taken place or is taking place in the

conduct of the affairs of the Fund which has caused or is likely to cause financial loss to Unit

holders;

29.5.3 particulars of any such irregularity or undesirable practice; and

29.5.4 the reason if known for the termination of the Trustee(s) appointment.

29.5.5 A Trustee shall be entitled to retire as Trustee at any time upon first giving to the Fund

Manager and the Commission not less than 3 (Three) months written notice of its intention

to retire. Upon retirement or removal of one of the Trustees the remaining Trustee shall

continue to act as the sole Trustee. However, the Fund Manager may, with the consent of

the sole Trustee, appoint another Trustee subject to the approval of the Commission.

29.5.6 Upon the removal of or retirement of the Trustee(s), the Trustee(s) shall within 14

(Fourteen) days return all properties and documents of the Fund in its possession to the

Fund Manager.



30 REMOVAL OR RETIREMENT AND APPOINTMENT OF A FUND MANAGER

30.1. In the event of the Fund Manager desiring to retire, the Trustees shall use their best

endeavours to find a new Fund Manager. If within 3 (Three) month of notice by the Fund

Manager seeking to retire no suitable replacement is identified, the Trustees may terminate

the Trust by giving 3 (Three) months’ notice to this effect to the Unit holders, the Fund

Manager and the Commission.

30.2. The Fund Manager shall be subject to removal by notice in writing given by the Trustees in

any of the following circumstances PROVIDED THAT in every case the proposed removal has

been approved by the Commission or 1 (one) month has elapsed since notice was served

on the Commission without the Commission having notified the Trustees that the proposed

removal is not approved:

30.2.1.the Unit holders representing not less than 75% (Seventy-Five per cent) of the Issued Units

for the time being deliver to the Trustees a request in writing that the Fund Manager should

retire or;

30.2.2. the Fund Manager goes into liquidation (except for a voluntary liquidation for the purpose

of reconstruction or amalgamation upon terms previously approved in writing by the

Trustees) or if a receiver is appointed over any of its assets; or

30.2.3. If its Certificate or registration as a Capital Market operator is suspended, withdrawn or

revoked by the Commission

30.2.4. the Trustees certify and provide evidence to the satisfaction of the Commission to the effect

that the Fund Manager has been fraudulent or has acted with gross misconduct in its

management of the Fund and it is in the best interests of the Unit holders that the Fund

Manager should be removed.

30.3. In any of the cases enumerated in Clause 28.2 above, the Fund Manager shall upon notice

by the Trustees immediately cease to be the Fund Manager and the Trustees shall by writing

under their seal subject to approval by the Commission, appoint some other qualified

corporation to be the Fund Manager. Such corporation shall enter such deed or deeds as

the Trustees may advise are necessary or desirable to be entered by such corporation in

order to secure the due performance of its duties as manager provided that neither the

Trustees nor the new Fund Manager shall hold themselves out as being connected with the

retiring Fund Manager in any way provided that the Fund Manager to be appointed

hereunder shall purchase from the retiring Fund Manager not less than 5% of all Units of

which it is a Unit holder or deemed to be a Unit holder at the prevailing Offer Price.

30.4. The Trustees shall inform the Commission of the suitability of the Fund Manager upon being

satisfied that the new Fund Manager has inter alia (i) a track record of managing assets

valued at not less than N2Billion (ii) at least ten (10) years’ experience as a Fund Manager

and (iii) such other requirements as the Trustees may deem appropriate in the

circumstances.

30.5. The Fund Manager may retire from the management of the Fund if for good and sufficient

reason it is no longer desirous or capable of managing the Fund by giving 3 (three) months

prior notice to the Trustees and the Commission, or if for any reason whatsoever the SEC

signifies that it is no longer eligible to act as Manager for the Fund. PROVIDED THAT the

Fund Manager shall not be permitted to retire or resign save upon the appointment of a new

Fund Manager.

30.6. Upon the removal of or retirement of the Fund Manager, the Fund Manager shall within 14

(Fourteen) days return all properties and documents of the Fund in his possession to the

Trustees and the Custodian.



33. EVENTS OF TERMINATION

33.1 The Trust constituted by this Deed shall subsist for 20 (twenty) years unless terminated in

the following circumstances:

33.1.1.if the Fund Manager is of the opinion, and so advises the Trustees, that the investment

objective of the Fund is no longer achievable or that the value of the Fund’s assets is

insufficient to justify the continued operation of the Fund; or

33.1.2.if any law is passed or regulation or decision of a court of competent jurisdiction or

government policy is made which in the opinion of the Fund Manager and the Trustees,

renders it illegal or impractical to continue to maintain the Fund; or

33.1.3. if the SEC revokes its authorization of the Fund; or

33.1.4. in accordance with Clauses 29.2 and 30.1; or

33.1.5. by a special resolution of the Unit holders holding not less than 90% (ninety per cent) of

the Units where it is shown that the Trustees have acted in a manner prejudicial to the

interests of the Unit holders or the Fund; or

33.1.6.without prejudice to Clause 32.1.5 above if the Fund Manager receives a request for

termination of the fund from registered Unit holders holding not less than 90% (ninety per

cent) of the Units.

33.1.7.where any of the activities of the Fund is outside the permissible activities as provided for

by the Investments and Securities Act, any relevant regulations enacted thereunder and/or

any other applicable laws or where the Commission’s approval of the Fund is withdrawn.

34. PROVISIONS ON TERMINATION OF THE FUND

34.1 Subject to the provisions of Clause 32 and not later than 3 (three) months before the

termination of the Fund under the provisions of this Deed, the Trustees shall give notice to

the Unit holders advising them of the impending Distribution of the Deposited Property.

34.2. Upon the Fund being terminated, the Trustees shall proceed as follows:

34.2.1. procure the sale of all investments remaining in the Trustees’ possession as part of the

Deposited Property for the best price at such time and pay therefrom all liabilities properly

payable. Such sale shall be carried out in such manner and within such period after the

termination of the Trust as the Trustees reasonably deem fit.

34.2.2. distribute or effect the distribution to the Unit holders in proportion to their Units all net

cash proceeds derived from the realization of the Deposited Property and available for the

purpose of such distribution. Every such distribution shall be made on condition of lodging

such form of request for payment and receipt that the Trustees may in its absolute

discretion require PROVIDED THAT the Trustees shall be entitled to retain out of any monies

in their possession as part of the Deposited Property a provision for all costs, charges,

expenses, claims and demands incurred or made by the Trustees in connection with or

arising out of the termination of this Trust and out of the monies so retained to be

indemnified against any such costs, charges, expenses, claims and demands.



34.2.3. In the event of termination, the liquidation of the Fund and redemption of the Unit holders’

Units will be satisfied solely out of the assets of the Fund without recourse to the assets of

the Fund Manager or the Trustees.

34.2.4. The Fund Manager and Trustee shall ensure compliance with Rule 453 of the SEC Rules

and Regulations.

39. POWER TO MODIFY THIS DEED

39.1. The Trustees and the Fund Manager shall be entitled with the prior approval of the SEC by

Deed supplemental to this Deed to modify, alter or add to the provisions of this Deed in

such manner and to such extent as they may consider expedient for any purpose (including

in particular and without prejudice to the generality of the foregoing any sub-division or

consolidation of units).

PROVIDED THAT:

39.1.1.the Trustees shall certify in writing that in their opinion such modification, alteration or

addition does not prejudice the interests of the Unit holders and does not operate to release

the Trustees or the Fund Manager from any responsibility to the Unit holders.

39.1.2.no such modification, alteration or addition shall be made without the sanction of a Special

Resolution of a meeting of Unit holders duly convened and held in accordance with the

provisions contained in the First Schedule. PROVIDED that a special resolution for purposes

of this Clause 38.1.2 shall mean a Special Resolution as defined in Clause 8 of the Second

Schedule of this Deed or a written resolution in the affirmative by Unit holders holding not

less than 95% (ninety-five per cent) of the Units still outstanding;

39.1.3.no such modification, alteration or addition shall impose upon any Unit holder any obligation

to make any further payment in respect of his Units or to accept any liability in respect of

them.

PROVIDED ALWAYS that notwithstanding sub-Clause 38.1, above the Fund Manager and

the Trustees shall seek the approval of the Commission for any proposed modification to

this Deed by service of notice on the Commission. Such proposed change shall not be given

effect until the same has been approved by the Commission.

39.2. Without prejudice to the foregoing, the Trustees and the Fund Manager shall be entitled

with the SEC's approval by deed supplemental to this Deed and without the sanction of a

Special Resolution as stated in this Clause, to modify, alter or add to the provisions of this

Deed in such manner and to such extent as they may consider necessary or expedient

having regard to the provisions of the Companies Income Tax Act Chapter C21 LFN 2004

(as amended by the Companies Income Tax (Amendment) Act No.11 2007) and any

applicable legislation and any arrangements approved by the inland revenue authorities in

relation to authorised unit trust schemes, PROVIDED that



39.2.1.unless the Trustees shall certify in writing that in their opinion such modification, alteration

or addition does not operate to release the Trustees or the Fund Manager from any

responsibility to the Unit holders no such modification, alteration or addition shall be made

without the sanction specified in this Clause;

39.2.2.no such modification, alteration or addition shall impose upon any Unit holder any obligation

to make any further payments in respect of the Unit holder’s Units or to accept any liability

in respect of them.

SCHEDULE

RULES FOR MEETINGS OF UNIT HOLDERS

1. GENERAL MEETING

1.1 The Fund Manager shall, with the consent of the Trustees or at the request of the Trustees,

hold a general meeting (the General Meeting) at least once every 3 (three) years. The Fund

Manager shall however publish and communicate the annual report to Unit holders in

accordance with Clause 20.5. The Fund Manager shall in the notice convening such meeting

specify that the meeting is a General Meeting and that the ordinary business of the meeting

shall include the presentation of the audited accounts, the reports of the Fund Manager and

the appointment and fixing of the remuneration of the Auditors. Any other business

transacted at the General Meeting shall be deemed special business.

1.2. The Trustees or the Fund Manager shall at the request in writing of at least 5 (Five) Unit

holders holding not less than 25% (twenty-five per cent) in value of the Issued Units

convene a meeting of Unit holders.

1.3 The Court on the application of a Unit holder where Clause 1.2 above has not been complied

with and if satisfied that it is just and equitable to do so may at any time convene a meeting

of the Unit holders. Such meeting shall be held at such place as the Fund Manager or the

Trustees shall determine or approve. Any director or other duly authorized official of the

Trustees and their solicitors, and any director, secretary, solicitors or any other person

authorized in that behalf by the Fund Manager may attend the meeting.

2. NOTICE OF MEETING

2.1 At least 21 (twenty-one) days' notice (exclusive of the day on which the notice is served or

deemed to be served and of the day on which the notice is given) of every meeting shall be

given to the Unit holders in the manner provided by Clause 19 of this Deed. In addition,

such notice shall be advertised in not less than two national daily newspapers. The notice

shall specify the place, day and hour of the meeting and the terms of any resolution to be

proposed at the meeting and shall give such further information (if any) as the Fund

Manager and the Trustees shall think fit. A copy of the notice shall be sent by post or by

hand delivery. The accidental omission to give or the non-receipt of any notice by any Unit

holder shall not invalidate the proceedings at any meeting.

2.2 A General Meeting may be called by a shorter notice than specified in Clause 2 above

provided that (i) it is agreed to by a majority holding not less than 75% (Seventy-five per

cent) of the Units outstanding and (ii) such shorter notice shall not be less than 14 (fourteen)

days before the meeting.



3. QUORUM

3.1 The quorum for any meeting of the Fund shall be formed by at least 5 (Five) Unit holders,

present in person or by proxy, holding not less than 25% (twenty-five per cent) in value of

the Issued Units for the transaction of business except for the purpose of passing a Special

Resolution. The quorum for a meeting at which a special resolution is to be passed shall be

at least 5 (Five) Unit holders present in person or by proxy holding not less than 30% (thirty

per cent) in value of the Issued Units.

3.2 No business shall be transacted at any meeting unless the requisite quorum is present at

the commencement of business.

3.3 If after an hour from the time appointed for the meeting a quorum is not present, the

meeting if convened upon the requisition of Unit holders shall be dissolved. In any other

case, it shall stand adjourned to such day and time not being less than 14 (fourteen) days

thereafter and to such place as may be appointed by the Chairman. At such adjourned

meeting, the Unit holders present in person or by proxy shall be a quorum for the transaction

of business including the passing of Special Resolutions. At least 7 (seven) days' notice of

any adjourned meeting of Unit holders shall be given as mentioned in Clause 18 of this Deed

and such notice shall state that the Unit holders present in person or by proxy at the

adjourned meeting whatever their number and the number of Units held by them will form

a quorum.

4. CHAIRMAN OF THE MEETING

4.1 A person nominated in writing by the Trustees shall preside as Chairman at every meeting

and if no such person is nominated or if at any time in any meeting the person nominated

shall not be present within 1 (one) hour after the time appointed for the holding of the

meeting, the Unit holders present shall choose one of their members to be Chairman.

4.2 The Chairman may with the consent of any meeting at which a quorum is present and shall

if so directed by the meeting adjourn the meeting from time to time and from place to place

but no business shall be transacted at any adjourned meeting except business which might

lawfully have been transacted at the meeting from which the adjournment took place.

5 VOTING

5.1 Any resolution put to vote shall be decided on a show of hands unless a poll is (before or on

the declaration of the result of the show hands) demanded by the Chairman, 5 (five) Unit

holders present in person or by proxy or by one or more Unit holders present in person or

by proxy holding in the aggregate (not less than 10% (ten per cent)) in value of the Issued

Units (other than Units of which the Fund Manager is the beneficial owner). If no demand

for a poll is made then a declaration by the Chairman that a resolution has been carried

unanimously or by a particular majority or lost shall be conclusive evidence of the fact

without proof of the number, or proportion of the votes recorded in favour of or against

such resolution.

5.2 On a show of hands every Unit holder who being an individual is present in person or by

proxy or being a company is present by its duly authorized representative shall have one

vote and on an equality of votes the Chairman shall be entitled to a casting vote in addition

to the vote which he may be entitled to as a Unit holder and/or as the proxy of a Unit holder.



5.3 If a poll is duly demanded it shall be taken in such manner as the Chairman may direct save

that a poll demanded on the election of a Chairman or on a question of adjournment shall

be taken forthwith. A demand for a poll may be withdrawn at any time and its demand shall

not prevent the continuance of the meeting for the transaction of any business other than

the question on which a poll has been demanded.

5.4 On a poll every Unit holder who is present in person or by proxy or being a company is

present by its duly authorised representative or by proxy shall have one vote for every Unit

held by him. A Unit holder entitled to more than one vote need not use all his votes or cast

in the same way all the votes he uses and on an equality of votes the Chairman shall be

entitled to a casting vote in addition to the votes which he may be entitled to as a Unit

holder and/or as the proxy of a Unit holder.

5.5 The Chairman of the meeting at which a poll is to be taken, shall appoint two persons, one

such person to be an employee at senior management level of the Registrar and the other

a partner of the firm of Auditors or if a partner is unable to attend, some senior employee

nominated by a partner, to scrutinize the votes cast and to report thereon to him. The result

of a poll shall be deemed to be the resolution of the meeting at which the poll was

demanded.

5.6 In the case of joint Unit holders, the vote of the senior joint Unit holder who tenders a vote

whether in person or by proxy shall be accepted to the exclusion of the votes of the other

joint Unit holder(s) and for this purpose seniority shall be determined by the order in which

the names stand in the Register.

6. PROXY

6.1 The instrument appointing a proxy shall be in writing under the hand of the appointor or of

the attorney duly authorized in writing or if the appointor is a company either under its

common seal or under the hand of an officer or attorney so authorized.

6.2 A person appointed to act as proxy need not be a Unit holder.

6.3 The instrument appointing a proxy and the power of attorney or other authority (if any)

under which it is signed or a copy of such power of authority certified by a Notary Public

shall be deposited at such places as the Trustees, or the Fund Manager with the approval of

the Trustees, may in the notice convening the meeting direct or if no such place is appointed

then at the registered office of the Fund Manager not less than 48 (forty eight) hours (or if

the day appointed for such meeting or adjourned meeting is a Monday then not less than

72 (seventy two) hours) before the time appointed for holding the meeting or adjourned

meeting at which the person named in the instrument proposes to vote and in default, the

instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be

valid after the expiration of 12 (twelve) months from the date stated to be the date of its

execution.



6.4 An instrument of proxy may be in the following form or in such form, as the Trustees shall

approve:

I/We _______________________ of ___________________________ being a holder[s]

of ____________________________________ Units in the Nigeria Entertainment Fund

hereby appoint ________________ of __________________ as my/our Proxy to vote for

me/us and on my/our behalf as he deems fit or for / against the Resolution or Resolutions

for __________________to be submitted to the meeting of the Unit holders of the said

Fund to be held on the ________ day of _______________20 [*]____________ and at

any adjournment thereof.

As witness my / our hands or seals this day of 20[.

Please delete "for" or "against": If no deletion is made, the proxy will be used in favour of

the Resolutions. A Unit holder need not direct his proxy to use all his votes or to cast all his

votes in the same way.

6.5 If a Unit holder desires to have his votes cast by a proxy in different ways, separate forms

of proxy must be used and appropriate directions given in each form.

Additional Forms of proxy may be obtained from the Registrar.

6.6 A vote given in accordance with the terms of an instrument of proxy shall be valid

notwithstanding the previous death or insanity or dissolution or winding up of the principal

or revocation of the proxy or of the authority under which the proxy was executed or the

transfer of the Units in respect of which the proxy is given provided that no intimation in

writing of such death, insanity, dissolution, winding up, revocation or transfer shall have

been received at the place appointed for the deposit of proxies or if no such place is

appointed at the registered office of the Fund Manager before the commencement of the

meeting or adjourned meeting at which the proxy is used.

7. RESOLUTIONS

7.1 A resolution passed at a meeting of Unit holders duly convened and held in accordance with

the provisions of this Deed shall be binding upon all the Unit holders whether present or not

present at the meeting and each of the Unit holders and the Trustees and the Fund Manager

shall subject to the provisions for their indemnity contained in this Deed be bound to give

effect to it.

8. SPECIAL RESOLUTION

8.1 The expression "Special Resolution" when used in this Deed means a resolution passed

at a meeting of the Unit holders duly convened and held in accordance with the provisions

of this Deed in relation to meetings for the passing of Special Resolutions, the notice of

which shall state that a resolution will be proposed as a Special Resolution which shall be

carried by a majority consisting of not less than 75% (seventy five per cent) of the Unit

holders present in person or by proxy (or being a company by its duly authorized

representative as aforesaid) and voting at the meeting by a majority consisting of not less

than 75% (seventy five per cent) in number of the votes cast.



9. MINUTES OF MEETING

9.1 Minutes of all resolutions and proceedings at every meeting shall be made by the Fund

Manager and duly entered in books to be provided from time to time for that purpose by

the Trustee or the Fund Manager. Any such minutes if purporting to be signed by the Trustee

and/ or Chairman of the meeting shall be conclusive evidence of the matters stated in it and

until the contrary is proved, every such meeting in respect of the proceedings of which

minutes have been made shall be deemed to have been duly held and convened and all

resolutions passed at the meeting to have been duly passed.



9.11 Extracts of the Custody Agreement

Appointment and Role of the Custodian

The Custodian is hereby appointed to do the following:

(a) The settlement of Securities issued by entities in the Federal Republic of Nigeria from

time to time and to hold the same on behalf of the Trustee/Fund upon terms and

conditions hereof.

(b) Custody of all funds and assets (including all cash, securities and other property

transferred to the custodian for safekeeping under the terms of this agreement) from

time to time on behalf of Unit holders.

(c) To ensure that all funds and assets held by it pursuant to this agreement are at all

times immediately identifiable by third parties as custody assets by the inclusion of

such words in the title to sufficiently describe same as such.

(d) The collection of dividends, interests and principal amounts due for redemption on due

dateas agreed by parties.

(e) The exercise or sale of subscription rights and attending to other related corporate

actions, provided that, it shall be liable to the Trustee/Fund in full for any losses incurred

due to its failure to carry out its obligation in relation to any corporate action affecting

all or any part of the funds or assets covered by this agreement.

(f) Transaction processing/settlement, monthly and quarterly reporting of status of Fund’s

assets to the Fund Manager, Trustee and the Commission.

(g) Carry out monitoring, oversight, administrative and other functions required in

accordance with the terms and conditions of this Agreement.

(h) Act independently of the Fund Manager and of the management of the Scheme and

solely in the interest of the Unit Holders in the Scheme and of the Scheme itself.

(i) Be accountable to the Fund Manager, the Trustee and the Commission in the

performance of its obligations herein and such other functions it may reasonably be

expected to perform pursuant to upholding the best interest of Unit holders and the

scheme.


10 PROCEDURE FOR APPLICATION AND ALLOTMENT

10.1 Application

a. The general investing public is hereby invited to apply for Units through any of the Receiving

Agents listed on Page 58.

b. Applications for Units being offered must be made in accordance with the instructions set out

at the back of the application form. Care must be taken to follow these instructions, as

applications that do not comply will be rejected.

c. The Application List for the Units now being offered will be open from, August 28, 2017 and

close on October 5, 2017. Applications must be for a minimum of 100 units and in multiples of

50 units thereafter. The number of Units for which an application is made and the value of the

cheque or bank draft attached should be entered in the boxes provided.

d. The Applicant should make only one application, whether in his name or in the name of a

nominee. Multiple or suspected multiple applications will be rejected.

e. A single applicant should sign the declaration and write his/her full name, address, daytime

telephone number and occupation on the application form. Joint applicants must all sign the

application form. A corporate applicant should affix its seal in the box and state its Incorporation

(RC) Number or in the case of a corporate foreign subscriber its appropriate identification

number in the jurisdiction in which it was constituted.

f. Applications in Naira below N10 million should be forwarded together with a cheque, bank draft

or proof of transfer for the full amount of the purchase price to any of the Receiving Agents

listed on Page 58 or via NEFT or NIBBS to the issue proceeds account indicated below. The

cheque or draft must be drawn on a bank in the same town or city in which the Receiving Agent

is located with the name, address and daytime telephone number of the applicant written on

the back. All transfer charges to Lagos, if any, must be paid by the applicant and no application

will be accepted unless this has been done. All cheques and drafts will be presented upon receipt

and all applications in respect of which cheques are returned unpaid will be rejected and

returned through registered post at the applicant’s risk.

g. Applications in Naira above N10 million should be transferred via RTGS into the Offer Proceeds

Account provided below:

Bank: Access Bank Plc.

Account Name: “Nigeria Entertainment Fund IPO Account”

Account Number: 0730368951

10.2 Allotment

The Issuing Houses and the Directors of the Fund Manager reserve the right to accept or reject any

application in whole or in part. All irregular or suspected multiple applications will be rejected. The

allotment proposal will be subject to the clearance of the Securities & Exchange Commission.

10.3 Application Monies

All application monies will be retained in a separate interest-bearing bank account by the Receiving

Bank pending allotment. If any application is not accepted, or is accepted for lesser Units than the

number applied for, a crossed cheque for the full amount, accrued interest or the balance of the

amount paid (as the case may be) will be returned by registered post within 5 working days of

allotment. An electronic statement will be sent to the applicants’ email address not later than 15

working days from the date of allotment approval.


11 RECEIVING AGENTS

Application Forms may be obtained free of charge from any of the following Receiving Agents registered

as market operators by SEC, to whom brokerage will be paid at the rate of the value of Units allotted in

respect of applications bearing their official stamps.

Investors are therefore advised to conduct their own independent enquiries before choosing an agent (listed

below) to act on their behalf. Evidence of lodgement of funds at any of the Receiving Agents listed below,

in the absence of corresponding evidence of receipt by the Issuing Houses, cannot give rise to a liability

on the part of the Issuing Houses under any circumstances.

BANKS ACCESS BANK PLC CITI BANK NIGERIA LIMITED DIAMOND BANK PLC

ECOBANK NIGERIA LIMITED ECOBANK NIGERIA LIMITED FIDELITY BANK PLC

FIRST BANK OF NIGERIA PLC FIRST CITY MONUMENT BANK PLC GUARANTY TRUST BANK PLC

HERITAGE BANK LIMITED PROVIDUS BANK PLC SKYE BANK PLC

STANBIC IBTC BANK PLC STANDARD CHARTERED BANK NIGERIA LIMITED STERLING BANK PLC

SUNTRUST BANK NIGERIA LIMITED UNION BANK OF NIGERIA PLC UNITED BANK FOR AFRICA PLC

UNITY BANK PLC WEMA BANK PLC ZENITH BANK PLC

STOCKBROKERS AND OTHERS

ADONAI STOCKBROKERS LTD GLOBALVIEW CONSULT & INVESTMENTS LTD RAINBOW SECURITIES & INVESTMENT LTD

AFRINVEST SECURITIES LTD GOLDEN SECURITIES LTD READINGS INVESTMENTS LTD

ALANGRANGE SECURITIES LTD GREENWICH SECURITIES LTD REGENCY ASSETS MANAGEMENT LTD

AMYN INVESTMENTS LTD GRUENE CAPITAL LTD RENCAP (SECURITIES) NIGERIA LTD

ANCHORIA INVESTMENT & SECURITIES LTD GTI SECURITIES LTD REWARD INVESTMENTS & SERVICES LTD

ATLAST PORTFOLIOS LTD HARMONY SECURITIES LTD ROSTRUM INVESTMENT & SECURITIES LTD

BELFRY INVESTMENTS & SECURITIES LTD HEARTBEAT INVESTMENTS LTD ROYAL GUARANTY AND TRUST LTD

CALYX SECURITIES LTD HEDGE SECURITIES & INVESTMENTS COMPANY LTD ROYAL TRUST SECURITIES LTD

CAMRY SECURITIES LTD HERITAGE CAPITAL MARKET LTD SANTRUST SECURITIES LTD

CAPITAL BANCORP PLC ICAP AFRICAN BROKERS LTD SECURITIES AFRICA FINANCIAL LTD

CAPITAL EXPRESS SECURITIES LTD ICMG SECURITIES LTD SECURITIES AND CAPITAL MGT. COMPANY LTD

CAPITAL TRUST BROKERS LTD ICON STOCKBROKERS LTD SECURITY SWAPS LTD

CARDINALSTONE SECURITIES LTD IMPERIAL ASSET MANAGERS LTD SFC SECURITIES LTD

CASHCRAFT SECURITIES LTD INDEPENDENT SECURITIES LTD SHELONG INVESTMENT LTD

CASHVILLE INVESTMENTS & SECURITIES LTD INTEGRATED TRUST & INVESTMENTS LTD SIGMA SECURITIES LTD

CDL CAPITAL MARKETS LTD INTERSTATE SECURITIES LTD SIGNET INVESTMENTS & SECURITIES LTD

CENTRE POINT INVESTMENTS LTD INVESTMENT CENTRE LTD SKYVIEW CAPITAL LTD

CENTURY SECURITIES LTD INVESTMENT ONE STOCKBROKERS INT'L LTD SMADAC SECURITIES LTD

CHAPEL HILL ADVISORY PARTNERS LTD INVESTORS AND TRUST COMPANY LTD B&B WEALTH MANAGEMENT LTD

CITI INVESTMENT CAPITAL LTD KINLEY SECURITIES LTD SOLID-ROCK SECURITIES & INVESTMENT PLC

CITY INVESTMENT MANAGEMENT LTD KOFANA SECURITIES & INVESTMENT LTD SPRING TRUST & SECURITIES LTD

CLEARVIEW INVESTMENT COMPANY LTD KUNDILA FINANCE SERVICES LTD CBO INVESTMENT MANAGEMENT LTD

COMPASS INVESTMENT COMPANY LTD LAMBETH TRUST AND INVESTMENT CO. LTD STANDARD ALLIANCE CAPITAL & ASSET MANAGEMENT LTD

CORE TRUST & INVESTMENT LTD LEAD SECURITIES & INVESTMENT LTD STANDARD UNION SECURITIES LTD

COWRY ASSET MANAGEMENT LTD LEADWAY CAPITAL & TRUSTS LTD SUPRA COMMERCIAL TRUST LTD

CSL STOCBROKERS LTD MAGNARTIS FINANCE & INVESTMENT LTD SURPORT SERVICES LIMITED

DE-CANON INVESTMENTS LTD MAINSTREET BANK SECURITIES LTD TAK ASSET MANAGEMENT LTD

DEEP TRUST INVESTMENTS LTD MARIMPEX FINANCE & INVESTMENT CO LTD TFS SECURITIES & INVESTMENT COMPANY LTD

DE-LORDS SECURITIES LTD MAVEN ASSET MANAGEMENT LTD THE BRIDGE SECURITIES LTD

DENHAM MANAGEMENT LTD MBC SECURITIES LTD CONVERGED DYNAMICS NIG. LTD.

DEPENDABLE SECURITIES LTD MBL FINANCIAL SERVICES LTD TOMIL TRUST LIMITED

DIAMOND SECURITES LTD TIB ASSET MANAGEMENT LTD TOPMOST SECURITIES LTD

EBN SECURITIES LTD MEGA EQUITIES LTD TOWER ASSETS MANAGEMENT LTD

EMERGING CAPITAL LTD MERISTEM STOCKBROKERS LTD TOWER SECURITIES & INVESTMENT COMPANY LTD

EMPIRE SECURITIES LTD MERISTEM TRUSTEE LTD TRADELINK SECURITIES LTD

ENTERPRISE STOCKBROKERS PLC MIDAS STOCKBROKERS LTD TRADERS TRUST AND INVESTMENT COMPANY LTD

EPIC INVESTMENT & TRUST LTD MISSION SECURITIES LTD TRANSAFRICA FINANCIAL SERVICES LTD

EUROCOMM SECURITIES LTD MOLTEN TRUST LTD TRANSWORLD INVESTMENT & SECURITIES LTD

EXPRESS PORTFOLIO SERVICES LTD MORGAN CAPITAL SECURITIES LTD TRUST YIELDS SECURITIES LTD

FALCON SECURITIES LIMITED MOUNTAIN INVESTMENT AND SECURITIES LTD TRUSTBANC CAPITAL MANAGEMENT LTD

FORTRESS ASSET & INVESTMENT MANAGEMENT LTD MUTUAL ALLIANCE INVESTMENT & SECURITIES LTD FLOURISH SECURITIES INVESTMENT & TRUST LTD

FBN SECURITIES LTD NETWORK CAPITAL LTD TRUSTHOUSE INVESTMENTS LTD

FCSL ASSET MANAGEMENT COMPANY LTD NETWORTH SECURITIES & FINANCE LTD TRW STOCKBROKERS LTD

FIDELITY FINANCE COMPANY LTD NEWDEVCO INVESTMENT & SECURITIES CO. LTD UNEX CAPITAL LTD

FIDELITY SECURITIES LTD NIGERIAN INTERNATIONAL SECURITIES LTD UNITED CAPITAL SECURITIES LTD

GREENWICH ASSETS MANAGEMENT LTD NOVA FINANCE & SECURITIES LIMITED VALMON SECURITIES LTD

FINANCIAL TRUST COMPANY NIG. LTD VETIVA FUND MANAGEMENT LTD VALUELINE SECURITIES & INVESTMENT LTD

FINMAL FINANCE SERVICES LTD PARTHIAN PARTNERS LIMITED ZENITH SECURITIES LTD

FIRST INLAND CAPITAL LTD PARTNERSHIP SECURITIES LTD

FIRST INTEGRATED CAPITAL MANAGEMENT LTD PEACE CAPITAL MARKET LTD

FIRST STOCKBROKERS LTD PHRONESIS SECURITIES LTD

FIS SECURITIES LTD PINEFIELDS INVESTMENTS SERVICES LTD

IMPERIAL PORTFOLIO LTD PIPC SECURITIES LTD

FORESIGHT SECURITIES & INVESTMENT LTD PIVOT TRUST & INVESTMENT COMPANY LTD

FORTHRIGHT SECURITIES & INVESTMENTS LTD PORTFOLIO ADVISERS LTD

LEAD ASSETS MANAGEMENT LTD PRIMERA AFRICA SECURITIES LTD

FORTRESS CAPITAL LTD PRIMEWEALTH CAPITAL LTD

FSDH SECURITIES LTD PROFESSIONAL STOCKBROKERS LTD

FUNDS MATRIX & ASSETS MANAGEMENT LTD PROMINENT SECURITIES LTD

FUTUREVIEW SECURITIES LTD PSI SECURITIES LTD

GIDAUNIYA INVESTMENT & SECURITIES LTD PYRAMID SECURITIES LTD

GLOBAL ASSET MANAGEMENT NIG. LTD QUANTUM SECURITIES LTD

12 APPLICATION FORM

Application List Opens:

August 28, 2017

Application List closes:

October 5, 2017

13

13

RC:664962


13 INSTRUCTION FOR FILLING OUT APPLICATION FORM

13.1 Applications should be made only on the Application Form or Photocopy, downloaded or

scanned copies of the Application Form.

13.2 Applications must be for a minimum number of 100 Units. Applications for more than

100 Units must be in multiples of 50 Units. The number of Units for which an application

is made and the amount of the cheque or bank draft attached should be entered in the

boxes provided.

13.3 The Application Form when completed should be lodged with any of the Receiving Agents

on Page 58 of this Prospectus. The Application Form must be accompanied by a cheque

or bank draft made payable to the Receiving Agent to whom the application is submitted,

for the full amount payable on application. The cheque must be drawn on a bank in the

same town or city which the receiving agent is located with the name, address and

daytime telephone number of the applicant written on the back. All bank commissions

and transfer charges must be prepaid by the applicant. All cheques and drafts will be

presented upon receipt and all applications in respect of which cheques are returned \

13.4 The applicant should make only one application, whether in his own name or in the

name of a nominee. Multiple or suspected multiple applications will be rejected.

13.5 Joint Applicants must all sign the Application Form.

13.6 Foreign currency subscribers are advised to contact their respective Bankers for the

applicable US Dollar exchange rate on the day the remittance is being effected. Payment

can be made in US Dollars, for credit to:

THE NIGERIA ENTERTAINMENT FUND “IPO ACCOUNT”

The Receiving Bank will issue CCIs to foreign currency subscribers. CCIs are required

to enable subsequent repatriation, in a freely convertible currency, of the dividends

from or proceeds of any future sale of the Units acquired in this Initial Public Offering.

13.7 An application for a minor must include full names and date of birth of the minor, as

well as the full names and addresses of the adult making the application on his/her

behalf.

13.8 An application from a group of individuals should be made in the names of those

individuals with no mention of the name of the group. An application by a firm, which is

not registered under the Companies and Allied Matters Act Cap C 20 LFN 2004, should

be made either in the name of the proprietor or in the names of the individual partners.

In neither case should the name of the firm be mentioned.

13.9 An application from a corporate body must bear the corporate body’s seal and be

completed under the hand of a duly authorised official.

13.10 An application by an illiterate should bear his right thumbprint on the Application Form

and be witnessed by an official of the Fund Manager or Receiving Agent at which the

application is lodged who must first have explained the meaning and effect of the

Application Form to the illiterate in his own language. Above the thumbprint of the

illiterate, the witness must record in writing that he has given this explanation to the

illiterate in a language understandable to him and that the illiterate appeared to have

understood same before affixing his thumb impression.

13.11 The applicant(s) should not print his/her signature. If he is unable to sign in the normal

manner, he should be treated for the purpose of this offer as an illiterate and his right

thumbprint should be clearly impressed on the Application Form.