Survey
* Your assessment is very important for improving the workof artificial intelligence, which forms the content of this project
Download cordros money market fund - Cordros Asset Management
Document related concepts
Syndicated loan wikipedia , lookup
Private equity wikipedia , lookup
Financialization wikipedia , lookup
Land banking wikipedia , lookup
Financial economics wikipedia , lookup
Mark-to-market accounting wikipedia , lookup
Securitization wikipedia , lookup
Private equity secondary market wikipedia , lookup
Money market fund wikipedia , lookup
Fund governance wikipedia , lookup
Transcript
This document is important and you are advised to carefully read and understand its contents. If you are in doubt about its contents or the action to take, please consult your Stockbroker, Solicitor, Banker or an Independent Investment Adviser for guidance immediately. This Prospectus has been seen and approved by the Directors of Cordros Asset Management and they jointly and individually accept full responsibility for the accuracy of all information given and confirm that, after having made all inquiries 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. FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, PLEASE SEE RISK FACTORS ON PAGE 18-19. OFFER FOR SUBSCRIPTION OF 10,000,000 UNITS OF N100.00 EACH AT PAR IN THE CORDROS MONEY MARKET FUND (AUTHORIZED AND REGISTERED IN NIGERIA AS A UNIT TRUST SCHEME) PAYABLE IN FULL ON APPLICATION FUND MANAGER ISSUING HOUSE APPLICATION LIST OPENS: APPLICATION LIST CLOSES: 1st August 2016 7th September 2016 This Prospectus, and the Units which it offers, has been cleared and registered by the Securities & Exchange Commission. It is a civil, wrong and criminal offence under the Investments and Securities Act No. 29 of 2007 Laws of the Federation of Nigeria to issue a Prospectus which contains false or misleading information. Clearance and 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 therein or for any omission of a material fact This Prospectus is dated 11th JULY, 2016 T AB L E OF CONTENTS DEFINITIONS ............................................................................................................................................................ 4 ABRIDGED TIMETABLE ........................................................................................................................................ 6 IMPORTANT NOTICE ............................................................................................................................................. 7 Forward Looking Statements .................................................................................................................................... 7 Presentation of Information ....................................................................................................................................... 8 Rounding ................................................................................................................................................................... 8 SUMMARY OF THE OFFER ................................................................................................................................... 9 THE OFFER .............................................................................................................................................................. 12 DIRECTORS OF THE FUND MANAGER AND OTHER CORPORATE INFORMATION ......................... 13 PROFESSIONAL PARTIES TO THE OFFER ..................................................................................................... 14 PARTICULARS OF THE FUND ............................................................................................................................ 15 A Brief on the Fund ................................................................................................................................................. 15 Prospect of the Fund ................................................................................................................................................ 15 Investment Objective and Policy ............................................................................................................................. 15 Asset Allocation ...................................................................................................................................................... 15 Investment Strategy ................................................................................................................................................. 15 Target Investors ....................................................................................................................................................... 16 Investment incentives .............................................................................................................................................. 16 Investment Discretion ............................................................................................................................................. 16 Investment Guidelines and Restrictions .................................................................................................................. 16 Subscription to the Fund ......................................................................................................................................... 16 Investment Threshold .............................................................................................................................................. 17 Meeting of Unit holders and voting rights .............................................................................................................. 17 Income and Distribution .......................................................................................................................................... 17 Distribution Options and Payment .......................................................................................................................... 17 Tax Considerations .................................................................................................................................................. 17 Certificate ................................................................................................................................................................ 17 Redemption of Units ............................................................................................................................................... 17 Transfer and Transmission of Units ........................................................................................................................ 17 Valuation of Units of the Fund ................................................................................................................................ 18 Fees, Charges & Expenses of the Fund ................................................................................................................... 18 Risk Factors ............................................................................................................................................................. 18 Risk Management Strategy ..................................................................................................................................... 19 FINANCIAL PROJECTIONS ................................................................................................................................. 20 Letter from the Reporting Accountants ................................................................................................................... 20 Memorandum on the profit Forecast ....................................................................................................................... 21 Underlying Assumptions for the Profit Forecast ..................................................................................................... 21 Statement of Accounting Policies ........................................................................................................................... 22 Statement Of Financial Position For The Years Ending December 31, 2016, 2017 & 2018 .................................. 25 Statement of Cash Flow as at 31 December 2016, 2017 AND 2018 ...................................................................... 26 Notes To The Profit Forecast .................................................................................................................................. 27 FINANCIAL STATEMENT OF THE FUND MANAGER .................................................................................. 29 PROFILE OF FUND MANAGER & TRUSTEE ............................................................................................. 30 Brief Profile of the Fund Manager .......................................................................................................................... 30 Directors of the Fund Manager ............................................................................................................................... 30 Principal Officers of the Fund Manager .................................................................................................................. 31 Brief Profile of the Trustee...................................................................................................................................... 32 Directors of the Trustee ........................................................................................................................................... 32 Principal Officers Of The Trustees ......................................................................................................................... 34 Fund Investment Committee ................................................................................................................................... 34 STATUTORY AND GENERAL INFORMATION ............................................................................................... 36 Authorisation ........................................................................................................................................................... 36 Claims & Litigation................................................................................................................................................. 36 Extracts from the Trust Deed .................................................................................................................................. 36 Extracts from Custody Agreement .......................................................................................................................... 38 Material Contracts ................................................................................................................................................... 39 Consents .................................................................................................................................................................. 39 Relationship Between The Fund Manager And The Trustee .................................................................................. 39 Cordros Money Market Fund | Offer for Subscription Page | 2 TABLE OF CONTENTS Relationship Between The Fund Manager And The Custodian .............................................................................. 40 Relationship Between The Fund Manager And The Issuing House ........................................................................ 40 Documents Available For Inspection ...................................................................................................................... 40 PROCEDURE FOR APPLICATION AND ALLOTMENT ................................................................................. 41 RECEIVING AGENTS ............................................................................................................................................ 43 APPLICATION FORM ............................................................................................................................................ 44 INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM ............................................................. 45 Cordros Money Market Fund | Offer for Subscription Page | 3 D EFINITIONS Abbreviation Name/Explanation The date of clearance of the basis of allotment of the Offer by the SEC. “Allotment Date” “Bid Price” The price, on the most recent Valuation Day, at which a Unit shall be sold/redeemed by an investor and shall be calculated in accordance with the stipulated valuation methods of the SEC as amended from time to time. “Business/working Day” Any day other than a Saturday, Sunday or official public holiday declared by the Federal Government of Nigeria from time to time on which commercial banks in Nigeria are open for general business. “CBN” Central Bank of Nigeria. “CCI” Certificate of Capital Importation “Custodian” United Bank for Africa PLC (Global Investor Services) “Custody Agreement” The agreement, dated 11th July, 2016 between Cordros Asset Management, United Bank for Africa Plc (Global Investor Services) and STL Trustees Limited, extracts of which are set out from page 38 of this Prospectus. “Deposited Property” All assets, including cash for the time being held or deemed to be held, and includes any amount for the time being standing to the credit of the Trustee/Fund account. “Directors” or “Board” The Directors of the Fund Manager, who comprise those persons whose names, are set out on page 13 as at the date of this Prospectus. “Distributions” Amount paid (less expenses and applicable taxes) to Unit-Holders from income earned by the Fund. “Distribution Payment Date” Any day on which the Fund Manager shall make Distributions pursuant to the provisions of the Trust Deed. “FGN” Federal Government of Nigeria. “Fund Manager” or “Manager” Cordros Asset Management. “Offer” or “Offering” The Offer for subscription to the public of 10,000,000 Units of N100.00 each, in the Fund, at par. “Investment Committee” The investment committee of the Fund, as constituted pursuant to the provisions of the Trust Deed. “ISA” The Investment & Securities Act, No. 29 of 2007 as may be modified or amended from time to time “Minimum Investment Period” The minimum holding period for an investment in the Fund is thirty (30) calendar days which commences from the Allotment Date. “Naira” or “N” The Nigerian Naira, the official currency of the Federal Republic of Nigeria. “Net Asset Value” or “NAV” The total value of all investments, and other assets in the Fund’s portfolio, after all adjustments and/or deductions including fees, charges, expenses and other liabilities accrued by the Fund. Cordros Money Market Fund | Offer for Subscription Page | 4 D EFINITIONS Abbreviation Name/Explanation This document, newspaper advertisements, notices and any other document approved by the Commission, which disclose relevant information in respect of the Fund as required by the ISA and the SEC Rules and Regulations for the purpose of inviting the general public to subscribe to the Offer. “Offer Documents” “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 an investor will pay for one Unit when subscribing to the Fund. “Open-ended Fund” A mutual fund that continuously creates additional units separate from its initial offering throughout its life. Investors can redeem Units of such a fund in line with the provisions of the Trust Deed constituting the Fund. “Prospectus” This document, which is issued in accordance with the provisions of the ISA and the rules and regulations of the SEC and which discloses important information about the Fund and the Offer. “Receiving Agents” All banks, issuing houses and stockbrokers authorised to distribute application forms and receive application forms and monies from subscribers to this Offer for relay to the Registrars and Issuing House. “Receiving Bank” Access Bank Limited “Register” The register of Unit holders to be maintained by the Registrars on behalf of the Fund Manager. “Registrars” Africa Prudential Registrars “RTGS” Real Time Gross Settlement, the CBN electronic platform for inter-bank transfer of funds. “SEC” or “Commission” Securities & Exchange Commission “The Fund” or “CMMF” Cordros Money Market Fund. “The NSE” or “The Exchange” The Nigerian Stock Exchange “Trust Deed” An agreement dated 11th July, 2016 between the Fund Manager and Trustee which sets out the terms and conditions of the management and administration of the Fund, extracts of which are set out from page 36 of this Prospectus. “Trustees” STL Trustees Limited “Unit(s)” The Units of the Fund. “Unit-Holder(s)” Any person(s) or company whose names appear in the Register as holder(s) of Units of the Fund. “Valuation Day” The last Business Day of each week or such other date(s) on which the Offer and Bid Prices are calculated after the conclusion of the Offer. “ Vetiva” or “Issuing House” Vetiva Capital Management Limited Cordros Money Market Fund | Offer for Subscription Page | 5 A BRIDGED T IMETABLE Date 01-Aug-16 Activity Responsibility Application List opens Fund Manager 07-Sep-16 Application List closes Fund Manager 12-Sep-16 Receiving Agents make returns Registrar 19-Sep-16 Forward Basis of Allotment Proposal to SEC Issuing House 26-Sep-16 Obtain SEC’s clearance of the Basis of Allotment Proposal. Issuing House 10-Oct-16 Disburse Net Proceeds to the Custodian Receiving Bank 17-Oct-16 Return Excess/Rejected Application Monies Registrar 24-Oct-16 Publish Allotment Announcement in two national daily newspapers. Issuing House/Fund Manager 24-Oct-16 Distribution of Statements of Unit-holdings. Registrar 31-Oct-16 Forward Offer Summary Report to the SEC Issuing House/fund Manager The dates given above are indicative only. The timetable has been prepared on the assumption that certain key activities including, but not limited, to the receipt of regulatory approvals from the SEC for the Offer will be achieved as stated, if not, then dates surrounding key events in the timetable may be subject to adjustments without prior notice. Cordros Money Market Fund | Offer for Subscription Page | 6 I MPORTANT N OTICE This Prospectus has been registered as such by the SEC. No person has been authorised to give any information or to make any representation other than those contained in this document in connection with the offering of Units of the Fund and, if given or made, such information or representations must not be relied upon as having been authorised by the Fund Manager or the Issuing House or the Trustee. Neither this Prospectus nor any other information supplied in connection with the Fund (i) is intended to provide the basis of any subscription or other evaluation or (ii) should be considered as a recommendation by the Fund Manager, the Issuing House or the Trustee that any recipient of this Prospectus or any other information supplied in connection with the Offer or the Funds should purchase the Units of the Funds. Each investor contemplating purchasing any Units should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Fund Manager. Neither this Prospectus nor any other information supplied in connection with the Offer of the Units of the Fund constitutes an offer or invitation by or on behalf of the Fund Manager, the Issuing House or the Trustee to any person to subscribe for or to purchase the Units. Neither the delivery of this Prospectus nor the offering, sale or delivery of the Units shall in any circumstances imply that the information contained herein concerning the Fund Manager is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Offer is correct as of any time subsequent to the date indicated in the document containing the same. The Issuing House and the Trustee expressly do not undertake to review the financial condition or affairs of the Fund Manager throughout the life of the Funds or to advise any investor in the Funds of any information coming to their attention. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Units in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Units may be restricted by law in certain jurisdictions. The Fund Manager, the Issuing House and the Trustee do not represent that this Prospectus may be lawfully distributed, or that any Units may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Fund Manager, the Issuing House or the Trustee which is intended to permit a public offering of the Fund or distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no units of the Funds may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or the Units may come must inform themselves about, and observe any such restrictions on the distribution of this Prospectus and the offering and sale of the Units. In making an investment decision, investors must rely on their own independent examination of the Fund Manager and the terms of the Units being offered, including the merits and risks involved. None of the Fund Manager, the Issuing House or the Trustee makes any representation to any investor regarding the legality of its investment under any applicable laws. Any investor should be able to bear the economic risk of an investment in the Fund for an indefinite period of time. F ORWARD L OOKING S TATEMENTS Certain statements included herein may constitute forward-looking statements that involve a number of risks and uncertainties. Such forward-looking statements can be identified by the use of forward looking terminology such as “estimates”, “believes”, “expects”, “may”, “are expected to”, “intents”, “will”, “will continue”, “should”, “would be”, “seeks”, “approximately”, or “anticipates”, or similar expressions or the negative thereof or other variations thereof or comparable terminology, or by discussions of strategy, plans or intentions. These forward- looking statements include all matters that are not historical facts. They appear in a number of places throughout this Prospectus and include statements regarding the Fund Manager’s intentions, beliefs or current expectations concerning, amongst other things, the Fund’s results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which it operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Cordros Money Market Fund | Offer for Subscription Page | 7 Prospective investors should be aware that forward-looking statements are not guarantees of future performance and that the Fund’s actual results of operations, financial condition and liquidity and the development of the market in which it invests may differ materially from those made in or suggested by the forward-looking statements contained in this Prospectus. Such forward-looking statements are necessarily dependent on assumptions, data or methods that may be incorrect or imprecise and that may be incapable of being realised. The Fund Manager is not obliged to, and does not intend to, update or revise any forward-looking statements made in this Prospectus whether as a result of new information, future events or otherwise. All subsequent written or oral forward-looking statements attributed to the Fund Manager, or persons acting on the Fund Manager’s behalf, are expressly qualified in their entirety by the cautionary statements contained throughout this Prospectus. A prospective subscriber to the Fund should not place undue reliance on these forward-looking statements. P RESENTATION OF I NFORMATION Third Party Information The Fund Manager has obtained certain statistical and market information that is presented in this Prospectus on such topics as the Nigerian economic landscape and related subjects from certain government and other third-party sources described herein. The Fund Manager has accurately reproduced such information and, so far as the Fund Manager is aware and is able to ascertain from information published by such third parties, no facts have been omitted that would render the reproduced information inaccurate or misleading. Nevertheless, prospective investors are advised to consider this data with caution. Prospective investors should note that some of the Fund Manager’s estimates are based on such thirdparty information. Neither the Fund Manager nor the Issuing House has independently verified the figures, market data or other information on which third parties have based their studies. Certain statistical information reported herein has been derived from official publications of, and information supplied by, a number of Government agencies and ministries, including the CBN, the Nigerian Debt Management Office (“DMO”) and the Nigerian National Bureau of Statistics (“NBS”). Official data published by the Nigerian Government may be substantially less complete or researched than those of more developed countries. Nigeria has attempted to address some inadequacies in its national statistics through the adoption of the Statistics Act of 2007, which established the National Statistical System and created the NBS (which came into existence as a result of the merger of the Federal Office of Statistics and the National Data Bank) as its coordinator. R OUNDING Certain figures included in this Prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. Cordros Money Market Fund | Offer for Subscription Page | 8 S UMMARY OF THE O FFER The following is a summary of the terms and conditions of an investment in the Cordros Money Market Fund. This summary draws attention to information contained elsewhere in the Prospectus; it does not contain all of the information a prospective investor in the Fund should consider in making an investment decision. This summary should be read together with the entire Prospectus. Investors are advised to seek information on the applicable fees and charges before investing in the Fund. FUND MANAGER Cordros Asset Management ISSUING HOUSE TRUSTEE TO THE FUND Vetiva Capital Management Limited STL Trustees Limited CUSTODIAN United Bank for Africa PLC (Global Investor Services) THE OFFER 10,000,000 Units of N100.00 each in the Fund METHOD OF OFFER Offer for Subscription NATURE OF THE FUND The Fund seeks to provide capital stability, liquidity, and diversification while providing a competitive return. The Fund will invest in high quality short term money market securities, unsubordinated short term debt securities such as Bankers’ Acceptances, Certificated of Deposits, Commercial Papers, Collaterised Repurchase Agreements, Deposits (Fixed/Tenored) with eligible financial institutions, and other instrument introduced and approved by the Central Bank of Nigeria (CBN) from time to time as permissible under SEC Rule 470. These eligible securities must have received an investment grade rating from a SECregistered agency. TARGET INVESTORS/INVESTOR SUITABILITY The Cordros Money Market Fund will be an attractive option for Retail investors, High net-worth individuals and institutions (firms, societies, religious bodies, employee schemes amongst several others). In view of the fund’s competitive return, it is particularly suitable for investors who seek: A short to medium term investment horizon; Safety and preservation of capital; liquidity and regular stream of income as the fund is structured to pay dividend on a quarterly basis; FUND SIZE N1,000,000,000.00. UNIT PRICE ₦100 per unit. UNITS OF SALE 100 Units and multiples of 50 units thereafter. PAYMENT TERMS In full on application. MANDATORY SUBSCRIPTION In compliance with the rules and regulations of the SEC which states that promoters of Unit Trust Schemes in Nigeria must subscribe to a minimum of 5% of the initial issue of such schemes, the Fund Manager shall subscribe to 5% of the Offer. OPENING DATE 1st August 2016 CLOSING DATE 7th September 2016 USE OF PROCEEDS The Offer proceeds will be used in accordance with the Fund’s investment objectives and policies. The Offer costs and expenses amounting to N22.81 million representing 2.28% of the Offer size shall be offset from the Offer proceeds. INDICATIVE* FUND RATING*to A(f) be confirmed subject to the successful launch of the Fund Cordros Money Market Fund | Offer for Subscription Page | 9 S UMMARY OF THE O FFER DISTRIBUTION OPTIONS & PAYMENTS The following Distribution options are available to Unit-holders: Reinvestment Option: Under this option, distributions are to be automatically reinvested in additional Units of the Fund at the Offer Price on the day of distribution. Cash Option: Distributions are paid only via electronic transfer to Unitholder’s account. MINIMUM INVESTMENT PERIOD The minimum holding period for an investment in the Fund is thirty (30) calendar days from the date of subscription. This period commences from the allotment Date for subscribers under the Offer for Subscription of the Fund. REDEMPTION Every unit holder shall redeem all or part of the Units held by them based on right at the Bid price on any Business Day, provided that the Certificate, redemption notice (s) and other redemption documents are forwarded to the Fund Manager on the valuation Day or in accordance with the instructions prescribed from time to time by the Fund Manager. Minimum permissible holding after partial redemption is N5,000.00 or such balance as advised by the Manager from time to time. The Fund will make redemption payments within five (5) Business Days of receipt of the redemption Notice. No additional charges will be made on redemption. However, units redeemed before the expiration of Minimum Investment Period (30days) will attract a handling fee charge of 0.5% of the income accrued on such investment. STATUS The Units being offered for subscription shall rank pari-passu in all respects with other future Units to be issued in the Fund. ELIGIBILITY OF SECURITIES High quality money market instruments, unsubordinated short term debt securities such as Bankers’ Acceptances, Commercial Papers, Deposits (Fixed/Tenured) with eligible financial institutions and other instruments introduced and approved by the CBN from time to time and as permissible under SEC Rules. These eligible securities will have received an investment grade rating from a SEC-registered rating agency. Cordros Money Market Fund | Offer for Subscription Page | 10 S UMMARY OF THE O FFER STATEMENT OF INCOME PROJECTION FOR THE YEARS ENDING DECEMBER 31, 2016, 2017 & 2018 Notes 6 months 12 months 12 months 2016 2017 2018 Income Federal Government securities 2 31,819 64,870 81,088 Tenure deposit 2 26,977 55,287 69,109 Other money market instrument 2 28,015 57,499 71,873 86,811 177,656 222,071 11,410 11,410 Gross Income Operating Expenses: Issue Cost Management fees 5 6,917 14,743 18,429 Other operating expenses 6 5,965 8,477 10,597 24,292 23,221 29,026 62,519 154,436 193,045 - - - 62,519 154,436 193,045 (62,519) (154,436) (193,045) Profit for the year Other comprehensive income Total comprehensive income for the year Dividend Forecast earnings (N) per units of N100 - - 11,886 14,743 18,429 5.26 10.48 10.48 Forecast Return on Investment (%) OVERSUBSCRIPTION 5% 10% 10% In the event of oversubscription, additional units will be registered with SEC and allotted to Subscribers subject to the approval of the Commission and registration of the additional units INVESTMENT RISKS The risks associated with an investment in the Fund are set out in the section titled “Risks of investing in the Fund” on pages 18 to 19 of the Prospectus. SELLING RESTRICTIONS Under no circumstances shall this Prospectus constitute an offer to sell or the solicitation of an offer to buy or shall there be any sale of these Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. GOVERNING LAW The Offer Documents will be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Cordros Money Market Fund | Offer for Subscription Page | 11 T HE O FFER A copy of this Prospectus and the documents specified herein have been approved by the Trustee, and delivered to the Securities & Exchange Commission for clearance and registration. This Prospectus is being issued in compliance with the provisions of the ISA, the Rules and Regulations of the Commission and contains particulars in compliance with the requirements of the Commission for the purpose of giving information to the public with regard to the Offer for Subscription of 10,000,000 units of N100.00 each at par in the Cordros Money Market Fund by Vetiva Capital Management Limited on behalf of Cordros Asset Management. The Directors of the Fund Manager individually and collectively accept full responsibility for the accuracy of the information contained in this Prospectus. The Directors have taken reasonable care to ensure that the facts contained herein are true and accurate in all respects and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no material facts the omission of which would make any statement herein misleading or untrue. On behalf of Offers for Subscription and is authorised to receive applications for 10,000,000 Units of N100.00 each at par In the CORDROS MONEY MARKET FUND (Authorised and Registered in Nigeria as a Unit Trust Scheme) Payable in full on Application The Application List for the Units being offered will open on 1st August, 2016 and close on 7th September, 2016. Cordros Money Market Fund | Offer for Subscription Page | 12 D IRECTORS OF THE F UND M ANAGER AND OTHER C ORPORATE I NFORMATION CHAIRMAN EMEKA NDU 70 Norman Williams Street, Off Keffi Street, Ikoyi, Lagos State, Nigeria GROUP MANAGING DIRECTOR WALE AGBEYANGI 70 Norman Williams Street Off Keffi Street, Ikoyi, Lagos State, Nigeria DIRECTOR LAYI OLALERU 70 Norman Williams Street Off Keffi Street, Ikoyi, Lagos State, Nigeria CORPORATE DIRECTORY OF THE FUND MANAGER Cordros Asset Management 70 Norman Williams Street, Off Keffi Street, Ikoyi, Lagos State, Nigeria Email: [email protected] Website: www.cordros.com COMPANY SECRETARY MBANUGO UDENZE & CO. 13, Okesuna Street (2nd Floor) Obalende, Lagos Island, Nigeria PRINCIPAL OFFICERS OF THE FUND MANAGER Layi Olaleru (Managing Director) Olafisayo Ogunbiyi-Badaru (Head Asset Management) Adegbolahan Aina (Portfolio Manager) Christian Orajekwe (Head Research & Strategy Department) Tunde Bamide (Risk Management) Nkechi Ofoegbu (Compliance) MEMBERS OF THE FUND INVESTMENT COMMITTEE Olafisayo Ogunbiyi-Badaru, (Cordros Asset Mangement) Adegbolahan Aina. (Cordros Asset Mangement) Wale Agbeyangi (Cordros Asset Management) Olu Odugbemi (Independent member) Fatah Oluwaseun Kadiri (Representative of STL Trustee). FINANCIAL STATEMENTS The Audited Financial Statements of the Fund Manager are provided on page 29 of this document. Cordros Money Market Fund | Offer for Subscription Page | 13 P ROFESSIONAL PARTIES TO THE O FFER ISSUING HOUSE Vetiva Capital Management Limited Plot 266B, Kofo Abayomi Street Victoria Island Lagos State TRUSTEE TO THE FUND STL Trustees Limited Skye Bank Building (3rd Floor) 30 Marina, Lagos CUSTODIAN TO THE FUND United Bank for Africa PLC (Global Investor Services) 12th Floor, UBA House 57, Marina Lagos State SOLICITORS TO THE TRUSTEE Babalakin & Co 43A, Afribank Street 9th - 12th Floors Victoria Island Lagos REPORTING ACCOUNTANTS TAC Professional services 15th Floor, Penthouse, Eleganza House, 15B, Joseph Street, Marina, Lagos 01 794 3046 RECEIVING BANKS Access Bank Plc Plot 999c, Danmole Street, Off Adeola Odeku/Idejo Street, Victoria Island, Lagos, Nigeria. RATING AGENCY Agusto & Co UBA House (5th Floor), 57 Marina, Lagos - Island, Lagos Nigeria. REGISTRAR Africa Prudential Registrars 220 Ikorodu Rd, Palmgove bus stop Lagos Nigeria. Cordros Money Market Fund | Offer for Subscription Page | 14 P ARTICULARS OF THE F UND A B RIEF ON THE F UND The Cordros Money Market Fund is an open ended fund authorized and registered in Nigeria as a Unit Trust Scheme under Section 160 of the Investment and Securities Act. The Fund is governed by a Trust deed with STL Trustees Limited as Trustees to the Fund. 10,000,000 Units are being offered for subscription at the launch of the Fund at N100 per unit of the Fund. The Fund is structured as an open-ended fund, and thus the Units will be continuously offered to investors and the Fund Manager will be ready to redeem the Units at all times throughout the duration of the Trust constituting the Fund. The Fund will invest in government securities, fixed deposit, commercial paper, banker’s acceptance and other highly liquid and low-risk securities with a maturity not greater than 365 days. P ROSPECT OF THE F UND The Cordros Money Market Fund offers investors the opportunity to preserve their capital and earn returns from investments in short term money market securities such as treasury bills, commercial papers, banker’s acceptance, certificate of deposits and other eligible money market instruments with financial institutions in Nigeria recognized by the Securities & Exchange Commission. I NVESTMENT O BJECTIVE AND P OLICY The Fund seeks to provide safety, liquidity, diversification and competitive return. The Fund will invest in high quality short term money market securities, unsubordinated short term debt securities such as Bankers’ Acceptances, Certificated of Deposits, Commercial Papers, Collaterised Repurchase Agreements, Deposits (Fixed/Tenored) with eligible financial institutions, and other instrument introduced and approved by the Central Bank of Nigeria (CBN) from time to time as permissible under SEC Rule 470. These eligible securities must have received an investment grade rating from a SEC-registered agency. A SSET A LLOCATION The Fund shall invest a maximum of 100% in quality money market instruments with a minimum tenor of 30 days and a maximum tenor of 365 days; a minimum of 25% in short term debt instruments of the Nigerian government; a minimum of 10% of the Fund’s asset in Fixed or Tenured instruments; and a minimum of 10% in other money market securities. Proposed Asset Class Asset Allocation Range (%) Target Weighting (%) Deposits (Fixed/Tenured) 10% - 60% 30% Short Term Government Securities 25% - 80% 40% Other Money Market Instruments* 10% - 65% 30% *Other money market instrument includes unsubordinated short term debt securities such as Bankers’ Acceptances and Commercial Papers of companies, other Money Market Funds and other instruments introduced and approved by the Central Bank of Nigeria from time to time and as permissible under Securities and Exchange Commission Rules & Regulations I NVESTMENT S TRATEGY The fund’s strategy is tailored to positively perform in all market conditions generating consistent returns. The Fund will invest only in eligible securities including high quality money market instruments, unsubordinated short term debt securities such as Bankers Acceptances, Commercial Papers, Deposits (Fixed/Tenured) with eligible financial institutions and other instruments introduced and approved by the CBN from time to time and as permissible under SEC Rules. Investment decisions will be based on in-depth research analysis, thorough due diligence and continuous assessment of specific investments that offer the best prospects in the short term. Specifically, the Fund Manager will adopt the following investment strategy: Cordros Money Market Fund | Offer for Subscription Page | 15 PARTICULARS OF THE F UND Security selection – The fund manager will analyse each asset class to determine the securities that will be included in the fund. Certain factors such as credit rating of issuer, rating on instrument, competitiveness of rate and tenor of instrument would be considered in selecting the securities. Asset Allocation - The asset allocation strategy for the Fund has been determined by the Fund Manager to balance the risk versus reward objectives and to ensure the fund achieves its goals within the investment horizon. In the event of extreme market conditions and market volatility, where the Fund Manager deems it necessary to revise the asset allocation bands in order to protect the value of the Fund for the benefit of Unitholders, the fund manager shall comply with the provisions of the trust deed before effecting any modification or alteration on the asset allocation provision. T ARGET I NVESTORS The Cordros Money Market Fund will be an attractive option for Retail investors, High net-worth individuals and institutions (firms, societies, religious bodies, employee schemes amongst several others). In view of the fund’s competitive return, it is particularly suitable for investors who seek: A short to medium term investment horizon; Safety and preservation of capital; liquidity and regular stream of income as the fund is structured to pay dividend on a quarterly basis. I NVESTMENT INCENTIVES The Fund will utilise the market bargaining power obtained from pooling of funds to enable investors enjoy competitive returns at minimal risk. The fund will also give investors access to liquidity, diversification, tax incentives and professional portfolio management. I NVESTMENT D ISCRETION The Fund Manager will exercise its discretion on investment of the Fund pursuant to the Trust Deed, policies instituted by the Investment Committee and in accordance with the Investment and Securities Act 2007 and Rules and Regulations of the SEC as prescribed from time to time. Within these bounds, the Fund Manager will be responsible for all the decisions as to the investment strategies, assets, size and timing of the investment the Fund seeks to make. I NVESTMENT G UIDELINES AND R ESTRICTIONS The fund manager shall adhere strictly to the investment objective of the Fund by investing only in such instruments that are permissible in accordance with SEC Rule 470, as stated in the trust deed and approved by the commission. The following restrictions will however, apply: Investments shall not be made for the purpose of exercising control over the management or operating policies of issuers of securities held. The Fund may not make loans except that it may buy and hold qualifying debt instruments in accordance with its mandate. S UBSCRIPTION TO THE F UND Investors can subscribe to Units of the Funds after the initial offering period from the Fund Manager or any of its designated agents/representatives or through any medium that may be approved and provided by the Fund Manager from time to time. Payment for Units of the Fund can be made by a personal or manager’s cheque or via a wire transfer made in accordance with instructions on the Form Cordros Money Market Fund | Offer for Subscription Page | 16 PARTICULARS OF THE F UND I NVESTMENT T HRESHOLD The initial minimum investment will be 100 units of the Fund and additional units will be issued in multiples of 50 units and payable in full upon subscription. M EETING OF U NIT HOLDERS AND VOTING RIGHTS As the need arises or at the request in writing of Unit-holders holding not less than 25% in value of the Units for the time being outstanding (other than Units of which the Fund Manager is beneficial owner), the Fund Manager shall call a General Meeting of the Unit-holders with the consent of the Trustee. Any resolution put to vote shall be decided on a show of hands. Each Unit-holder shall have one vote. Where a Poll is demanded, each Unit-holder shall have one vote for every unit held. I NCOME AND D ISTRIBUTION The Manager intends to distribute income (less expense) as dividend to Unit-Holders on quarterly basis. D ISTRIBUTION O PTIONS AND P AYMENT The following Distribution options are available to Unit-holders: Reinvestment Option: Under this option, distributions are to be automatically reinvested in additional Units of the Fund at the Offer Price on the day of distribution. Cash Option: Distributions are paid only via electronic transfer to Unit-holder’s account. T AX C ONSIDERATIONS Distributions of dividends to unitholders shall be tax exempt. Also any capital gains derived by the unitholders from the redemption of units in the Fund shall be tax exempt. Foreign investors should contact their respective tax authorities for the tax treatment of income earned in Nigeria. Please note that taxation-related issues are subject to changes in legislation. Investors are therefore advised to seek tax advice regarding an investment in the Fund from their professional tax advisers. C ERTIFICATE Every unit holder shall be entitled to a Certificate, which shall be evidence of their title to the number of units specified on such documents. Joint unit holders shall be entitled to one certificate in respect of the units held jointly by them which shall be delivered to the joint holder whose name first appears on the Register. R EDEMPTION OF U NITS Investors shall have the right to redeem all or part of the Units held by them on any Business Day, provided redemption documents are received in accordance with the instructions specified by the Fund Manager from time to time. Redemption will be paid within 5 working days following the receipt of the redemption notice by the fund manager. Minimum permissible holding after redemption is 100units or such balance as advised by the Manager from time to time. No additional charges will be required on redemption. However, units redeemed before the expiration of the minimum investment period (30 Days) will attract a processing fee of 0.5% of the income accrued on such investment. T RANSFER AND T RANSMISSION OF U NITS Every Unit-holder shall be entitled to transfer the Units or any Units held by him through the Fund Manager in accordance with the provisions of the Trust Deed. The Fund Manager will not transfer or redeem units without the submission of a Fund Certificate relating to such units, which must be surrendered before any transfer or redemption whether for the whole or any part thereof can be processed. Cordros Money Market Fund | Offer for Subscription Page | 17 PARTICULARS OF THE F UND V ALUATION OF U NITS OF THE F UND The NAV of the Fund shall be determine on the basis of amortized cost method in line with the rules of SEC. The cost is the price the Fund pays for an instrument or security adjusted for accrual of discount and amortization of premium. F EES , C HARGES & E XPENSES OF THE F UND Offer Expenses: Offer Expenses: All charges and fees (including VAT where relevant) for establishing the Fund, including regulatory fees payable to the SEC, professional fees to transaction parties, brokerage commission and administrative expenses amounting to and estimated at N22,807,500.00 (Twenty Two Million, Eight Hundred and Seven Thousand and Five Hundred Naira only) representing 2.28% of the offer size shall be borne by the Fund. These costs shall be defrayed from the offer proceeds. Management Fee: Management Fee: An annual management fee of 1% of the NAV of the Fund shall be paid to the Fund Manager. This fee will be paid semi-annually in arrears and represents the remuneration due to the Fund Manager for the management and advisory roles involved in the day-to-day management of the Fund. Operating Expenses: Operating expenses: All operating expenses including charges and expenses incurred in connection with the management of the Fund plus annual fees payable to the Trustee, Auditors, Custodian and Rating Agency shall not exceed 5% of the NAV of the Fund. R ISK F ACTORS Although the risk profile on this fund is low, the Fund Manager cannot guarantee the probability of not incurring unforeseen financial losses as all investments are subject to a certain degree of risk. The fund manager will adopt prudent investment guideline and will ensure that a robust risk management framework is integrated into every aspect of the Fund’s investment process. The under listed are the principal risk factors that the Fund Manager envisages would affect the Fund’s investments: Default Risk: This is the risk that a borrower/issuer of fixed income securities in which the Fund Manager may invest will be unable to make payment or interest as at when due; Income Risk: The market value of the Fund would vary from day to day due to changes in interest rates. A rise in interest rates would cause the market value of the Fund to decrease while a fall in interest rates would increase the market value of the Fund; Money Market Fund Risk: Although the Fund seeks to maintain the value of your investment at N100.00 per unit, there is no assurance that it will be able to do so, and it is possible to lose money by investing in the Fund; Reinvestment Risk: This is the risk that future money market investments might be at a lower interest rate in comparison to the prevailing rate or that there may be no viable investment opportunity to re-invest in. This is possible in a declining interest rate environment due to the short term maturity of the investible assets; Foreign Currency Risk: Foreign Investors who subscribe to the Fund are not immune to adverse changes in exchange control regulation, exchange rate variations, political instability, statutory and other government regulations, as the Fund’s assets are denominated in the Nigerian local currency. Inflation Risk: This is the risk that an increase in price levels will undermine the purchasing power of the Fund’s value of investment and returns. Cordros Money Market Fund | Offer for Subscription Page | 18 PARTICULARS OF THE F UND R ISK M ANAGEMENT S TRATEGY The fund manager will adopt a robust risk management framework and will ensure that the risk factors mentioned above are monitored on a regular basis in order to minimize their potential effect on the fund’s value. The under-listed elements of the Risk Management Framework shall be put in place by the Fund Manager: The Fund Manager shall from time to time stress test the portfolio using various simulation scenarios to show any potential risk that could impact the Fund. The result of the test shall be reported to the investment committee In accordance to SEC rule 472 on portfolio maturity for money market investments, the Fund Manager shall ensure that the weighted average maturity of the Fund shall not exceed 90 days. This will limit the impact that changes in market rates have on the money market instruments. The Fund Manager shall ensure that the Fund’s assets are adequately diversified among the approved issuers and money market instruments. The credit ratings of approved Issuers will also be monitored on an ongoing basis. The Fund Manager shall also Stress Test the portfolio on a regular basis by simulating various scenarios of the potential impact of the principal risk factors on the Fund. The result of such stress testing shall be reported to the investment committee of the Fund. Cordros Money Market Fund | Offer for Subscription Page | 19 F INANCIAL PROJECTIONS L ETTER FROM THE R EPORTING A CCOUNTANTS The following is a copy of the letter on the Profit Forecast by TAC Professional Services, the Reporting Accountants to the Offer: Cordros Money Market Fund | Offer for Subscription Page | 20 FINANCIAL PROJECTIONS M EMORANDUM ON THE PROFIT F ORECAST The Fund Manager has projected the profit for the six months period ending 2016 and the years ending 31 December 2017 and 2018 respectively and is of the opinion that subject to unforeseen circumstances and based on assumptions stated below, the profits before distribution of money market fund for the six months period ending 31 December 2016 and the years ending 31 December 2017 and 2018 will be in the order of ₦101.7M, ₦157.4M and ₦196.7M respectively. U NDERLYING A SSUMPTIONS FOR THE P ROFIT F ORECAST 1. Introduction This memorandum has been prepared to summarize and outline the information available to the Fund Manager and their basic assumptions at the time of preparing the financial forecasts for the six months period ending 2016 and the years ending 31 December 2017 and 2018 respectively. 2. Forecast The fund manager is of the opinion that subject to unforeseen circumstances, the profit before distribution for the six months period ending 2016 and the years ending 31 December 2017 and 2018 will be in order of ₦101,7M, ₦157.4M and ₦196.7M respectively. 3. Bases and Assumptions The prospective financial information has been arrived at on the following bases and assumptions: 3.1 Bases The financial forecasts for the years ending 31 December 2016, 2017 and 2018 have been prepared on the assumption that the money market fund will continue to operate on a basis consistent with the accounting policies normally adopted by the Fund Manager and in line with International Financial Reporting Standards (IFRS) as issued by IASB and adopted by Financial Reporting Council of Nigeria (FRCN) and are presented in the reporting currency, Nigerian Naira (N) rounded to the nearest thousand. 3.2 Assumptions The following underlying assumptions have been used for the financial forecasts: Based on the projected level of operations, the Profit before distribution for the six months period ending 2016 and the Two years ending 31 December 2017 and 2018 will be approximately N101.7m, N157.4m and N196.7m respectively. The fund is expected to take off in June 2016 with a size of N1billion. A management fee of 1% is to be charged per annum for each financial year. The 10,000,000 units of N100 each of the Funds will be fully subscribed within the initial subscription period under the terms and conditions of the offer. Additional units of the Fund will be issued to new/existing investors in 2016, 2017 & 2018. The additional investments are estimated at 20% of the Net Asset Value in the first 6 months and 25% and 25% for year two and three respectively. The proposed structure and asset allocation of the investments by the Fund is as follows; Short Term Government Securities 40% Tenured deposit 30% Other money market instruments 30% Income from the Fund’s Investments is estimated to be as follows; Income on federal government securities is estimated @ 11.50%, 11% and 11% per annum for the years ending 31 December 2016, 2017 and 2018 respectively . Income on Tenured deposit is estimated @ 13.00%, 12.5% and 12.50% respectively for 2016, 2017 and 2018. Cordros Money Market Fund | Offer for Subscription Page | 21 FINANCIAL PROJECTIONS Income on Other money market instruments is estimated @ 13.50% 13% and 13% respectively for 2016, 2017 and 2018. All the net income of the Fund will be distributed quarterly as dividend during the six months period ending 2016 and Two (2) years ending 31 December 2017 and 2018. Offer expenses: These include costs, charges and expenses of, and incidental to, establishing the Fund. Issue costs initially are estimated @ 2.28% of gross proceeds. All charges and fees (including VAT where relevant) for establishing the Fund, including regulatory fees payables to the SEC, professional fees to transaction parties, brokerage commission and administrative expenses amounting to and estimated at N22,820,000 (Twenty Two Million, Eight Hundred and Twenty Thousand Naira Only) representing 2.28% of the Offer size shall be paid off within the first financial year end of the fund. Other operating expenses including all administrative, custodian, registrar and other related expenses have been estimated at 0.58% of Net Asset Value for the six months period ending 2016 and the years ending 31 December 2017 and 2018 respectively. S TATEMENT OF A CCOUNTING P OLICIES A summary of the principal accounting policies of the Fund Manager, which have been applied in the preparation of these financial projections for the Fund is set out below: 1. Basis of accounting a. Statement of compliance The prospective financial information are prepared in compliance with International Financial Reporting Standards (IFRS) as issued by International Accounting Standards Board (IASB) and adopted by Financial Reporting Council of Nigeria (FRCN). b. Basis of measurement. The prospective financial information has been prepared on historical basis. c. Functional and reporting currency This prospective financial information is presented in the Fund’s functional reporting currency, Nigeria Naira (N). All financial information presented is rounded to the nearest thousand. d. Use of estimates and judgments The preparation of the prospective financial information in conformity with IFRSs requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on a going concern basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. 2. Income recognition Interest Income Interest income and expense are recognized in profit or loss, using the effective interest method. The effective interest rate is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial instruments (or, when appropriate, a shorter period) to the carrying amount of the financial instrument. When calculating the effective interest rate, the Fund estimates future cash flows considering all contractual terms of the financial instrument, but not future credit losses. Interest received or receivable and interest paid or payable are recognized in profit or loss as interest income and interest expense respectively. Cordros Money Market Fund | Offer for Subscription Page | 22 FINANCIAL PROJECTIONS 3. Dividend expense Distribution to unit holders are estimated at 100% of the Net Income of the Fund in any year and Interest income distributable to unit holders will be on quarterly basis. 4. Cash and cash equivalents These include fund’s deposits with banks in Nigeria and cash in hand at the end of each reporting date. 5. Government securities and other money market securities These instruments are designated as financial instrument and are accounted for in line with the provision of IFRS 9 as financial assets at fair value. 6. Tenured deposit Tenured deposits with banks are classified as financial assets at fair value in accordance with IFRS 9. Tenured deposits are non-derivative financial assets with fixed payments. Recognition All financial assets and liabilities are initially recognized when and only when the Fund becomes a party to the contractual provisions of the instrument. Purchases or sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place are recognized on the settlement date, i.e. the date that the assets are delivered to the Fund. Subsequent measurement Financial assets and liabilities are recognized at fair value. Loans and receivables are carried at amortized cost using the effective interest method less any allowance for impairment. Gains and losses are recognized in profit or loss when the loans and receivables are derecognized or impaired, as well as through the amortization process. Interest earned on such instruments is recorded in “Interest income” in the statement of comprehensive income. Initial measurement Financial assets and liabilities are measured initially at their fair value plus any directly attributable incremental costs of acquisition. The effective interest method is a method of calculating the amortized cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument, or when appropriate, a shorter period to the carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Fund estimates cash flows considering all contractual terms of the financial instruments, but does not consider future credit losses. The calculation includes all fees paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premium or discounts. Derecognition A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognized when: The right to receive cash flows from the asset have expired; or The Fund has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and Either: a. The Fund has transferred substantially all the risks and rewards of the asset, or b. The Fund has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. Cordros Money Market Fund | Offer for Subscription Page | 23 FINANCIAL PROJECTIONS When the Fund has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, and has neither transferred nor retained substantially all of the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Fund’s continuing involvement in the asset. In that case, the Fund also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects rights and obligations that the Fund has retained. A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expired. Impairment of financial assets The Fund assesses at each reporting date whether a financial asset or a group of financial assets classified as loans and receivables is impaired. A financial asset or group of financial assets is deemed to be impaired, if and only if there is objective evidence of impairment as a result of one or more events that have occurred after initial recognition of the asset (an incurred “loss event”) and that loss event has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably measured. Evidence of impairment may include indications that the debtor or a group of debtors is experiencing significant financial difficulty, the probability that they will enter bankruptcy or other financial reorganization, default or delinquency in interest or principal payments and where observable data indicates that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults. If, there is objective evidence that an impairment loss has been incurred, the amount of loss is measured as the difference between the assets’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not yet been incurred) discounted using the assets original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognized in profit or loss as a “credit loss expense”. Impaired debts, together with the associated allowance, are written off when there is no realistic prospect of future recovery and all collateral has been realized or has been transferred to the Fund. If, in a subsequent period, the amount of the estimated impairment loss increases or decreases because of an event occurring after the impairment was recognized, the previously recognized impairment loss is increased or reduced by adjusting the allowance account. If a recognized impairment loss is increased or reduced by adjusting the allowance account. If a previous write-off is later recovered, the recovery is credited to the “credit loss expense”. Interest revenue on impaired financial assets is recognized using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss. Offsetting financial instruments Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously. 7. Taxation Income from discounted money market instruments are tax free and such incomes are not subjected to any form of tax. However, the income generated by the fund is subject to tax, which is payable on the applicable tax rate. Cordros Money Market Fund | Offer for Subscription Page | 24 FINANCIAL PROJECTIONS STATEMENT OF INCOME PROJECTION FOR THE YEARS ENDING DECEMBER 31, 2016, 2017 & 2018 6 months 12 months 12 months Notes 2016 2017 2018 Federal Government securities 2 31,819 64,870 81,088 Tenure deposit 2 26,977 55,287 69,109 Other money market instrument 2 28,015 57,499 71,873 86,811 177,656 222,071 11,410 11,410 Income Gross Income Operating Expenses: Issue Cost Management fees 5 6,917 14,743 18,429 Other operating expenses 6 5,965 8,477 10,597 24,292 23,221 29,026 62,519 154,436 193,045 - - - 62,519 154,436 193,045 (62,519) (154,436) (193,045) Profit for the year Other comprehensive income Total comprehensive income for the year Dividend - - - 11,886 14,743 18,429 Forecast earnings (N) per units of N100 5.26 10.48 10.48 Forecast Return on Investment (%) 5% 10% 10% STATEMENT OF FINANCIAL POSITION FOR THE YEARS ENDING DECEMBER 31, 2016, 2017 & 2018 Statement of Financial Position 6 months 12 months 12 months Notes 2016 2017 2018 Cash & Cash equivalent 3 31,259 38,609 48,261 Money Market Securities 4 1,188,590 1,474,328 1,842,909 1,219,849 1,512,936 1,891,171 31,259 38,609 48,261 1,188,590 1,474,328 1,842,909 Current Assets Current Liabilities Interest Payable Net Asset 7 Financed by: Cordros Money Market Fund | Offer for Subscription Page | 25 FINANCIAL PROJECTIONS Unit holders account 8 1,188,590 1,474,328 1,842,909 1,188,590 1,474,328 1,842,909 S TATEMENT OF C ASH F LOW AS AT 31 DECEMBER 2016, 2017 AND 2018 STATEMENT OF CASH FLOWS FOR THE YEARS ENDING DECEMBER 31, 2016, 2017 & 2018 6 months 12 months 2016 2017 Cash flows from operating activities Federal Government securities 31,819 64,870 Tenure deposit 26,977 55,287 Other money market instrument 28,015 57,499 Management fees (6,917) (14,743) Other operating expenses (5,965) (8,477) 12 months 2018 81,088 69,109 71,873 (18,429) (10,597) 73,929 154,436 193,045 Cash flows from investing activities Purchase of money market instruments (1,188,590) (285,738) (368,582) Net cash used in investing activities (1,188,590) (285,738) (368,582) 1,188,590 (11,410) (31,259) 1,145,921 297,148 (11,410) (147,086) 138,651 368,582 (183,393) 185,189 31,259 31,259 7,350 31,259 38,609 9,652 38,609 48,261 Cash flows from financing activities Proceeds from issue Issue costs Distributions Net cash used in financing activities Net increase in cash and cash equivalents Opening cash and cash equivalents Closing cash and cash equivalents 0.00 0.00 Cordros Money Market Fund | Offer for Subscription 0.00 Page | 26 FINANCIAL PROJECTIONS N OTES T O T HE P ROFIT F ORECAST 1. The Fund Reporting Entity, Cordros Money Market Fund (the ‘Fund’) is a Fund domiciled in Nigeria. The Fund is an open-ended investment fund primarily involved in investing in a diversified portfolio of money market instruments with the objective of providing unit holders with competitive returns while safeguarding original investment. The investment activities of the Fund are managed by Cordros Asset Management (“The Company”) is a subsidiary of Cordros Capital Limited currently registered by the Nigerian Securities & Exchange Commission to carry out portfolio/fund management services. The projected financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by Financial Reporting Council of Nigeria 2. Revenue 2016 N'000 2017 N'000 2018 N'000 11.50% 11.00% 11.00% 31,819 64,870 81,088 475,436 589,731 737,164 13.00% 12.50% 12.50% 26,977 55,287 69,109 356,577 442,298 552,873 13.50% 13.00% 13.00% 28,015 57,499 71,873 356,577 442,298 552,873 86,811 177,656 222,071 Federal Government securities Targeted volume Tenure deposit Targeted volume Other money market instrument Targeted volume 3. Cash and Cash Equivalents The balance in this account represents cash available for distribution to unit holders at the balance sheet date. 4. Money Market Securities Balance at the beginning Cash balance available for investment Issue cost additions during the yr 2016 N'000 2017 N'000 2018 N'000 1,000,000.00 1,188,590.00 1,474,327.50 (11,410.00) 200,000 (11,410.00) 297,148 368,582 Cordros Money Market Fund | Offer for Subscription Page | 27 FINANCIAL PROJECTIONS Balance at the end of year 5 1,188,590 1,474,328 1,842,909 Investment Management Fees Net asset value before distribution 2016 2017 2018 1,188,590 1,474,328 1,842,909 Investment management fees 6. 6,917 14,743 18,429 Other Operating Expenses Other operational expenses are made up of Trustees fees, solicitor’s fees, custodian fees, auditors’ fees, registrar fee and other administrative charges. This is estimated at 0.49% of the Net Assets Value. 7. Interest payable Interest payable is the interest distributable to unit holders in the fund. Interest income distributable to unit holders will be on quarterly basis. The balance in interest payable account is the interest accrued at balance sheet date and becomes payable at the beginning of the following quarter. 8. Unit holder's account 2016 N'000 2017 2018 N'000 N'000 1,000,000.00 1,200,000.00 1,497,147.50 Additions during the year 200,000.00 297,147.50 368,581.88 Net asset value end of year 1,200,000 1,497,148 1,865,729 Balance at the beginning Cordros Money Market Fund | Offer for Subscription Page | 28 F INANCIAL S TATEMENT OF THE FUND M ANAGER FINANCIAL STATEMENT AS AT 31ST DECEMBER 2014 Assets Cash and bank balances Available for sale investments Other receivables Property and equipment Total assets 119,943,483 27,000,000 1,492,654 4,116,354 152,552,491 Liabilities Other liabilities Tax payable Deferred Taxation Total Liabilities 1,000,000 502,591 669,267 2,171,858 Equity Ordinary shares Retained earnings Total equity 150,000,000 380,633 150,380,633 Total Liabilities and equity 152,552,491 Profit Before Tax Taxation Profit After Tax 1,552,491 (1,171,858) 380,633 Earnings per share (kobo) – basic 0.25 MANAGEMENT ACCOUNTS BALANCE SHEET AS AT 31 DEC. 2015 Dec-15 ASSETS Fixed Assets Cash & Bank Balances Other Assets Deferred Asset Total Assets LIABILITIES Other liabilities Total Liabilities 10,675,749.34 294,925,680.84 1,819,715.92 669,267.00 308,090,413.10 19,260,618.09 19,260,618.09 CAPITAL Share Capital Retained Profit Share Holder's Fund 150,000,000.00 138,829,795.00 288,829,795.00 Total Liabilities and Equity 308,090,413.09 Cordros Money Market Fund | Offer for Subscription Page | 29 P ROFILE OF F UND MANAGER & T RUSTEE B RIEF P ROFILE OF THE F UND M ANAGER Cordros Asset Management Limited ('CAML') was incorporated in the year 2012 and began operations in 2014. CAML is a subsidiary of Cordros Capital Limited licensed by the Securities & Exchange Commission as a fund/portfolio management company. CAML has an authorised and fully paid up share capital of N150 million. CAML is committed to creating value for its diverse clientele base and ensuring their investment objectives are achieved within the agreed parameters. CAML understands the portfolio structure that should be adopted and the role of the Asset Manager in achieving the investor’s overall investment objectives. At CAML, customer’s satisfaction is at the heart of all we do and we ensure our client’s portfolios are managed using a robust and well-defined risk management strategy. Cordros Asset Management offers services in Portfolio Management, Wealth Management and Mutual funds. Investment Philosophy We practice a disciplined value investment approach. We use both quantitative and qualitative research in arriving at our investment decision. Each of our client’s investment portfolio is tailored to suit their individual risk tolerance, time horizon and investment objective. We focus on creating a balance between growth, capital preservation and investment income. At Cordros Asset Management, we understand that assets classes perform differently and we carefully take this into consideration when formulating the asset allocation strategy.. Cordros Asset Management offers different products/services to individuals, institutions & public clients D IRECTORS OF THE F UND M ANAGER Emeka Ndu (Chairman) Mr. Chukwuemeka Ndu, a Chartered Accountant and Managing Director/Chief Executive Officer of C&I Leasing Plc, was until June 2000 the Chairman of the Equipment Leasing Association of Nigeria (ELAN). Mr. Emeka Ndu acquired auditing and consulting experience with PriceWaterhouseCoopers (1983 - 1987). Prior to establishing C&I with a group of investors Mr. Ndu had worked for the Ibru Group, as Group Finance Manager of the Fishing Group and Ventures & Trusts Ltd (1988 - 1991), a venture capital company, as an investment executive. Mr. Ndu has served as the Chairman of the Shipping and Marine Services Sub-Committee of the National Consultative Forum set up by the Nigerian National Petroleum Corporation (National Content Division) (2005 till date) to promote indigenous content in the Nigerian oil & gas industry. He has also served as Chairman on a similar committee set up by the Nigeria Maritime and Safety Administration (NIMASA). He has a Bsc in accounting from the University of Nigeria Nsukka (1978 - 1982). Cordros Money Market Fund | Offer for Subscription Page | 30 PROFILE OF FUND MANAGER & T RUSTEE Wale Agbeyangi (Group Managing Director) Wale Agbeyanyi is the Chief Executive Officer and Managing Director of Cordros Capital Limited. He is a director of several companies, including Computer Warehouse Group Plc and Cordros Asset management Limited. He has extensive experience in capital market, covering brokerage and dealing, capital raising and financial advisory services spanning over 20 years. He has been involved in several landmark transactions in key sectors of the Nigerian economy. Over the years, Wale has demonstrated leadership, entrepreneurship and professionalism and has successfully managed the incorporation of Cordros Capital Ltd into one of the most reputable investment banking firms in Nigeria. Wale started his career in 1994 with Great Nigeria Trust limited and later joined Meristem Securities Limited in 2007. Wale has a background in Law with LLB from the University of Lagos (1992), a B.L from the Nigerian Law School (1993) and an MBA from Business School Netherlands (2010). He is a Fellow of the Institute of Stockbrokers (2012) and an Authorized Dealing Clerk of The Nigerian Stock Exchange. Layi Olaleru (Director) Layi is currently the Managing director of Cordros Asset management Limited. He joined Cordros Capital Limited in 2008 as the Head of Research and Investment. He worked with Brickfield Road Associates (BRA) Limited (May 2007) as a Fixed Income Research Analyst and Primewealth Capital Limited (December 2007). He holds a B.Sc in Economics from the University of Ibadan (2004) and M.Sc in Economic & Financial Forecasting from London Metropolitan University (2006). He is a Fellow of the Institute of Chartered Accountants of Nigeria (FCA) (2014), a LIFA Charterholder of the International Research Association (June 2009), an Authorized Dealing Clerk of the Nigerian Stock Exchange (November, 2011) and an Associate Member of the Chartered Institute of Stockbrokers of Nigeria (October, 2011). He is an alumnus of the Executive Leadership training programmes at both Harvard Business School (June 2014) and Lagos Business School (Pan-Atlantic University) (November, 2013). P RINCIPAL O FFICERS OF THE F UND M ANAGER Fisayo Ogunbiyi-Badaru (Head, Asset Management) Fisayo heads the investment team at Cordros Asset Management. Prior to joining, she worked at CSL Stockbrokers and FBN Capital, where over the years she demonstrated versatility, transitional and leadership transformation in the department she worked in. As an institutional sales representative, she managed a large client base of local and international clients. Fisayo holds a BSc in Economics from Obafemi Awolowo University (2006). Gbolahan Aina (Portfolio Manager) Aina Adegbolahan is an economist and a consummate investment banking professional whose experience cuts across corporate strategy, investment research, corporate finance and portfolio management. He holds a Bachelor of Science degree in Economics from Obafemi Awolowo University, Ile-Ife (2007) and he is an associate member of the Chartered Institute of Stockbrokers (2015). He currently works with Cordros Asset Management (2015) as a portfolio manager for institutions and high net worth individuals. Prior to joining Cordros, he headed the managed portfolio unit of AIICO capital overseeing a multi asset portfolio in excess of N46 billion. He worked with Leadcapital (2007 – 2010) as a corporate finance analyst and was actively involved in key projects relating to restructuring, financial advisory and capital raising transactions. He also provided financial analysis on capital market activities in one of Nigeria’s leading newspaper whilst he was at Lead Capital. Over the course of his career, he has provided up-to-date research backed data; information and analysis to a wide clientele base both on the buy and sell side. He is a frequent commentator on the Economy and the financial markets. Nkechi Ofoegbu (Legal & Compliance) Nkechi started her career with over three years experience in private practice of commercial law before branching into the financial sector, where She is currently a Legal & Compliance Officer at Cordros (January 2014). She is a member of the Nigerian Bar Association (NBA) and Institute of Chartered Secretaries and Administrators of Nigeria. She holds Cordros Money Market Fund | Offer for Subscription Page | 31 PROFILE OF FUND MANAGER & T RUSTEE a Bachelor of Laws (LLB) degree from the University of Lagos (2009) and a BL (Barrister at Law) from the Nigerian Law School, Lagos Campus (2010) Orajekwe Christian Ndubueze (Head , Research and Strategy Department) Christian is currently a senior Research analyst with 6+ years in the Nigerian capital market. He joined Cordros Capital limited in 2013 and currently heads the Research and Strategy Department. Prior to Joining Cordos, Christian worked as an analyst in both the corporate advisory and Research units of planet capital limited (2012) from where he later joined the Research unit of Investment One financial Services Limited (formerly GTB assets Management) as a senior Analyst. He holds a B.sc (Hons.) in Economics from Delta State University, Abraka (2006), and is also an associate Member, Institute of Chartered accountants of Nigeria (ACA) (2012). Tunde Bamidele (Risk management) Tunde started his career as a banker and worked briefly with AG Leventis Plc (Registrars Unit) before joining Consolidated Investments Limited (1996) from where he left as the Head of Operations and Compliance Officer to join Cordros Capital Limited as the Chief Compliance Officer (2008). He is a graduate of (BSc. Bus. Admin.- Ambrose Alli University, Ekpoma – April 2007))and Financial Administration, a graduate member of Chartered Institute of Administration (CIA) (Dec. 1999), Associate Member of Certified Pension Institute of Nigeria (CPIN) (Nov. 2005) and Nigerian Institute of Management (NIM) (Nov. 2003). He is also a qualified Stock Market Agent (SMA) (Oct. 2001), with over fifteen years’ experience in the capital market. He also has an MBA degree in Corporate Governance (Jan. 2014). B RIEF P ROFILE OF THE T RUSTEE STL TRUSTEES LIMITED (STL) was incorporated in 1991 as EIB Trustees Limited, and later changed to Skye Trustees following the merger of its former parent company (EIB International Bank) and 5 other Banks in 2005. It is registered by the Securities and Exchange Commission and duly licensed to carry out the dual functions of Trusteeship and Funds/Portfolio Management. Managed by a Team of highly skilled personnel in all relevant areas to its functions, STL Trustees has over the past two decades built an outstanding Track Record and Pedigree and is currently one of the dominant players within the trusteeship industry in Nigeria with a business size in excess of N2 Trillion. STL occupies a critical and independent role in many corporate finance, investment banking and asset management transactions. As part of our Corporate Trust service, we render Trusteeship services to Issuers of debt instruments such as the Federal/State Governments, Government Parastatals and corporate entities. Other core areas of our business include Trusteeship of Mutual Funds, Debenture Trust Issues under Consortium Finance/Loan Syndication, Project Finance and Structured Finance; Fund/ Portfolio Management, Real Estate Trust, Custodial Services, Nominee Services, Company Secretarial Services, Special Purpose Vehicle Trust as well as Private Trust/ Estate Planning. STL Trustees is overseen by a Board of Trustees consisting of seasoned professional of impeccable character and who have established themselves in their various areas of professional endeavours. D IRECTORS OF THE T RUSTEE The Board of STL Trustees consist of the following persons 1. 2. 3. 4. 5. 6. Olawale A. Edun- Chairman Kayode Falowo- Director Afolabi Caxton-Martins-Director Mrs Connie Ogundare-Director Mrs Chioma Okee-Aguguo-Director Mrs Funmilayo T. Ekundayo-Managing Director Cordros Money Market Fund | Offer for Subscription Page | 32 PROFILE OF FUND MANAGER & T RUSTEE Olawale A. Edun (Chairman) Mr. Olawale Edun, was the Honourable Commissioner of Finance, Lagos State from 1999-2004. He holds a B.Sc in Economics (1978) from the University of London, Queen Mary College, United Kingdom and a Masters Degree in Development Economics (1979) from the University of Sussex, Brighton, United Kingdom. He worked at Chase Merchant Bank Nig. Limited (later Continental Bank Plc). He had a stint at Lehman Brothers and Chase Manhattan Capital Markets in New York and The World Bank / International Finance Corporation, Washington DC, USA. He returned to Nigeria in 1989 as Co-founder and Executive Director of Investment Banking and Trust Company (now Stanbic IBTC Bank Plc). He is the founder and current Chairman of Denham Management Limited (now Chapel Hill Denham Group). He is also the Chairman of LiveWell Initiative, a health education and literacy non-government organization (NGO) and Sisters Unite for Children, a NGO which assists street children. He serves on the Board of African Paints Nigeria Plc amongst others. Mr. Kayode Falowo (Director) Mr. Kayode Falowo holds a Bachelor of Science degree (B.Sc) in Agricultural Engineering (1982), from the University of Ife now Obafemi Awolowo University, a Masters of Business Administration (MBA) (1988) from the University of Benin and a Diploma in Information Management. He is a fellow of the Chartered Institute of Stockbrokers, a member of the Institute of Management Consultants, Nigeria Society of Engineers, Certified Pension Institute of Nigeria, Nigerian-British Chamber of Commerce and Nigerian-Indian Chamber of Commerce. He has over 26 years of work experience in the financial sector with a long track record in management consultancy, privatization of public sector enterprises and debt issuance programmes amongst others. He is the current Managing Director of Greenwich Trust Limited, a member of the Presidential Advisory Committee on the Nigeria Capital Market and the immediate past Chairman of the Association of Issuing Houses of Nigeria. He is also a member of the Technical Committee of the Nigeria Council on Privatization and sits on the Board of DN Meyer Plc. Mrs. Connie Ogundare (Director) Mrs. Connie Ogundare holds a Bachelor of Science degree (B.Sc) in Major Chemistry and Minor Psychology (1990) from the Marymount College Tarrytown, New York, USA as well as Bachelor of Science (B.Sc) degree in Pharmacy (1994) and a Master of Science (M.Sc) in Clinical Pharmacy (1997) from St. John University, New York, USA. She has over 18 years of working experience in the United States of America and Nigeria spanning clinical pharmacy, real estate, investment banking and consultancy. She is currently the Management Director of Business Objects Limited, and a partner in JASTCO Mayfair International Property Management LLC and CSS Corporate Solution LLC, both located in New York, USA. She is also on the Board Fadco Investment Limited. Mr. Afolabi Caxton-Martins (Director) Mr. Afolabi Caxton-Martins is a founding Partner of the law firm Adepetun, Caxton-Martins, Aggor & Segun. He holds a Bachelor of Law degree (LL.B) from the University of London (1983). He is a fellow of the Chartered Institute of Arbitrators (FCIArb), a member of the Nigerian Bar Associations (NBA) (1985) and the International Bar Association (IBA). He specializes in international commercial mergers and acquisitions, corporate finance and international commercial arbitration. Chioma Jennifer Okee-Aguguo (Director) Chioma Jennifer Okee-Aguguo holds a Bachelor of Law degree (LL.B) (1987) from the Abia State University and a Master of Law degree (LL.M) (1990) from the University of Lagos with emphasis in Corporate and Commercial Law, Secured Credit transactions and International Economic Law. She had a stint at Steelways Limited (1991) before joining Midas Bank which later merged with other banks to become FCMB in 1992. She rose to become the Company Cordros Money Market Fund | Offer for Subscription Page | 33 PROFILE OF FUND MANAGER & T RUSTEE Secretary/Legal Adviser in 1997 to 2006. She was appointed as the Head, Legal Department of Bank PHB in 2006 and in 2010 she left for private law practice in the Firm of Associated Attorneys where she is a Partner till date. Funmi Ekundayo (MD/CEO) Funmi Ekundayo is an alumna of the Harvard Business School, the Institute of Chartered Secretaries & Administrators, United Kingdom; the Lagos Business School (Chief Executive Programme) and the IESE Business School, Barcelona, Spain. She holds a Bachelor of Law degree (1995) and a Master of Laws degree (1998) from the University of Lagos. A member of the Nigerian Bar Association, Funmi is also a Fellow of the Institute of Chartered Secretaries & Administrators of Nigeria (FCIS). Funmi serves as a Member of the Governing Council of the Institute and she is the current Chairman of the Institute’s Roundtable on Corporate Governance Committee. Funmi began her career with the Law Firm of Bentley, Edu & Co (in association with IRVING & BONNAR), where she spent close to a decade in Law practice. She later joined Sterling Asset Management & Trustees Limited (formerly NAL Asset Management & Trustees Limited) before moving to UBA Trustees Limited as Head, Business Development & Marketing. Thereafter, she joined STL Trustees Limited as an Assistant General Manager, Business Development, from where she rose to become the MD/CEO of the Company. Funmi has distinguished herself in her area of core competence as a seasoned trust specialist engaging in the structuring of complex corporate finance, legal and trust instruments. Funmi is currently the President of the Association of Corporate Trustees of Nigeria and a Fellow of the Association of Investment Advisers & Portfolio Managers. She is a member of the Rules & Compliance Sub-Committee of the Securities & Exchange Commission and an Executive Board member of the National Investor Protection Fund. Funmi is a member of the Institute of Directors and she also serves as a Non-Executive Director on the Board of Law Union & Rock Insurance Plc. Funmi has attended several courses locally and internationally. P RINCIPAL O FFICERS O F T HE T RUSTEES Akinwumi Oni (Head, Trust Services/Legal) Akin holds a Bachelors degree in Law (1999) and a Masters degree in Law (2001) from the Obafemi Awolowo University, Ile Ife. He has several years of experience in private legal practice and as in-house counsel to corporate organizations. He worked with Standard Alliance Insurance Plc before joining STL Trustees Limited. Nimi Animashaun (Head, Marketing and Business Development) Nimi holds a Bachelors degree in Accounting (1989) from the Obafemi Awolowo University, Ile-Ife. A Fellow of the Institute of Chartered Accountants of Nigeria (ICAN), Nimi commenced her banking career in 1992 and acquired experience in various areas including Money Market Trading, International Banking Services, Private Banking and Marketing. Prior to joining STL Trustees as the Head of Marketing & Business Development, she worked with Express Discount Limited where she rose to the position of Head, Marketing Oko U. Mba (Head, Accounts & Operations) Oko attended Yaba College of Technology, Ondo State University and Lagos State University, Ojo at different times where he graduated with HND Statistics (1990), Ondo State University; P.G.D Banking & Finance (1998) and Masters in Business Administration (2006) respectively. An Associate member of Institute of Chartered Accountants of Nigeria (ICAN) and Nigerian Institute of Management, he has 18 years working experience. Before joining STLTrustees Limited, he worked with S. S. Afemikhe & Co (Chartered Accountants). He has attended several local and international management and leadership courses. F UND I NVESTMENT C OMMITTEE The Investment Committee will advise and guide the Fund Manager on its investment strategies and policies in order to ensure that its activities conform with the Fund’s established investment objectives and in the overall interests of the Unit-Holders. In addition, the Investment Committee will pay special regard to the SEC guidelines regarding Cordros Money Market Fund | Offer for Subscription Page | 34 PROFILE OF FUND MANAGER & T RUSTEE restriction on investments as prescribed from time to time. The Investment Committee will also review the portfolio periodically in order to assess liquidity positions and evaluate the risk parameters and will, from time to time, rebalance the portfolio. The membership of the Investment Committee is as follows: S/NO. 1. 2. 3. 4. 5. MEMBERS Olafisayo Ogunbiyi-Badaru Adegbolahan Aina Wale Agbeyangi Fatah Oluwaseun Kadiri (Representative of the Trustee) Olu Odugbemi – Independent member The profile of the members listed from (1) to (3) have been provided above Fatah Oluwaseun Kadiri (Representative of the Trustee) Fatah Oluwaseun Kadiri holds a Masters of Science Degree (with Distinction) in Investment Management from Coventry University in the United Kingdom. He is also a Law (LLB) graduate of Obafemi Awolowo University and obtained a Barrister at Law (BL) degree from the Nigerian Law School. Fatah joined STL Trustees Limited in August, 2015. In his role at STL Trustees, Fatah is responsible for the operation and administrative oversight of Corporate, State and Agency Bonds as well as Collective Investment Schemes with aggregate values in excess of $2Billion. Prior to joining STL Trustees Limited, Fatah had worked at FBN Trustees Limited (Formerly First Trustees Nigeria Limited) between July 2011 and August 2015. He worked in the Public and Corporate Trust Units. In these roles, Fatah alongside other team members successfully reviewed and administered trust mandates with respect to government bonds, corporate bonds, syndications and club lendings, mutual funds, real estate investment trusts and reserve funds with values in excess of $3 Billion. Fatah had also worked with Starcomms Plc as well as ServiceMaster, Birmingham (UK) where he acquired varied experience in corporate law, company secretarial practice, mergers and acquisitions and business development. Fatah is a Level III Candidate in the Chartered Financial Analyst (CFA) Program. He has attended several trainings organised by the Lagos Business School, Redmoney Training, International Faculty of Finance, FDHL, New York Institute of Finance amongst others in the course of his career. Olu Odugbemi (Independent member) Alumni INSEAD Strategic Management of Service, Fountainbleau, France, SAP Academy, Woodmead, Jo’burg; Olu holds B.Sc (First Class Hons) Agronomy, University of Ibadan; M.Sc (Distinction Hons) in Agric Economics, Imperial College (formerly Wye College), University of London. He is an Associate member of the Institute of Chartered Accountants of Nigeria (ICAN) and Chartered Institute of Taxation of Nigeria (CITN). Olu’s multidisciplinary background is complemented with cross functional business experience in Corporate & Retail Lending, Treasury & Financial Institutions, Corporate Finance, Audit & Management Consulting, Strategy & Change Management in a career spanning over 14years gathered in three top ranking Nigerian banks nine of which was spent at management level in UBA Plc. Among others he was involved in several landmark transactions such as $1.0bn syndication from NLNGN trains 4 & 5, $160m syndicated Senior Secured Facility for Bonny Gas Transport and another $50m short term note issuance facility for two leading E & P players. He also worked with three leading internal financial institutions to syndicate $130m term facility for a leading IPP in Lagos, the first and only transaction of that nature in the country. He was involved in the design of the legal and operational framework for Central Securities Clearing System. He was responsible for establishing the Power Division and mortgage lending business in UBA Plc before disengaging in October 2005 to pursue personal interest in consulting, training and real estate. Cordros Money Market Fund | Offer for Subscription Page | 35 STATUTORY AND GENERAL INFORMATION A UTHORISATION The establishment of the Fund and the issuance of the Units pursuant to the Offer for Subscription are duly and properly authorised by a resolution passed on Monday, 23rd March 2015, by the Board of Directors of the Fund Manager. The Fund is also authorised and registered in Nigeria as a Collective Investment Scheme by the SEC in accordance with Section 160 of the ISA. C LAIMS & L ITIGATION As at the date of this circular, the company is not involved in any litigation. The solicitor to the company is not aware of any pending claim or litigation against Cordros Asset Management Limited which may be material to the offering. E XTRACTS FROM THE T RUST D EED 4.0. DESCRIPTION AND OBJECTIVE OF THE FUND 4.1. The Cordros Money Market Fund is an actively managed Money Market Fund which seeks to invest in high quality short term money market securities and unsubordinated short term debt securities such as Bankers’ Acceptances, Certificates of Deposits, Commercial Papers, Collateralized Repurchase Agreements; Deposits (Fixed/Tenured) with eligible financial institutions as well as other instruments introduced and approved by the Central Bank of Nigeria (CBN) from time to time as permissible under the SEC Rules. Securities in which the Fund may invest must have received an investment grade rating from a SEC registered Rating agency. 4.2. The fundamental objective of the Fund is to provide capital stability, liquidity and diversification while providing a competitive return. 8.0. MANAGEMENT OF THE FUND 8.1. The effective control over the affairs of the Trust is vested in and will be exercised independently by the Trustee on behalf of the Unit Holders. 8.2. The Fund Manager shall obtain the prior consent of the Trustee through the Investment Committee and where required the consent of the Commission before finalizing any investment it wishes to make. 8.3. The Fund Manager shall be entitled, subject to the consent of the Trustee, to delegate to any person, firm or corporation upon such terms and conditions as it may think fit all or any of its powers and discretion in relation to the selection, acquisition, holding and realization of investments and applications of any monies forming part of the Investments PROVIDED THAT the Fund Manager shall remain liable hereunder for any act or omission of any such person, firm or corporation in relation to the exercise or non-exercise of any powers or discretion so delegated as if the same were an act or omission of the Fund Manager. Where the Fund Manager delegates all of its powers to any person, firm or corporation as described under this Clause, the Fund Manager shall notify the Commission and the Trustee prior to such delegation. 10.0. INVESTMENT POLICY 10.1. Subject to clauses 9.4 and 11 (Right to Decide on Investments), the Fund may be invested in high quality short term money market securities and unsubordinated short term debt securities such as Bankers’ Acceptances, Certificates of Deposits, Commercial Papers, Collateralized Repurchase Agreements; Deposits (Fixed/Tenured) with eligible financial institutions as well as other instruments introduced and approved by the Central Bank of Nigeria (CBN) from time to time as permissible under the SEC Rules. Securities in which the Fund may invest must have received an investment grade rating from a SEC registered Rating agency. 10.2. The Fund Manager shall not alter the Investment Policy of the Fund without the consent of the Trustee and approval of the Commission and a Special Resolution of a Meeting of Unit-Holders duly convened and held in accordance with the provisions contained in the First Schedule hereto and subject to the approval of the Commission. 10.3. All investments shall be made from [STL Trustees/Cordros Money Market Fund] Cash Account and such investments shall be in the name of the Trustee as Trustees to The Fund. Cordros Money Market Fund | Offer for Subscription Page | 36 STATUTORY AND GENERAL INFORMATION 19.0. REDEMPTION OF UNITS 19.1. Except as provided herein there is no restriction on Unit-Holders’ access to their investment proceeds by way of redemption of Units. Unit-Holders can redeem their Units in the Fund by giving a Redemption Notice to the Fund Manager. The form of Redemption Notice shall be as set out in the Third Schedule hereof. 19.2. Redemption shall be effected at the Bid Price as of the Business Day provided that the Certificate, the Redemption Notice and other redemption documents are forwarded to the Fund Manager on the Valuation Day or in accordance with the instructions prescribed from time to time by the Fund Manager. No additional charges will be required on redemption except for Units redeemed within Thirty (30) days from the allotment, in which case a handling fee of 0.5 per cent of the income accrued from the redeemed Units will be charged. Unit-Holders seeking to redeem only a part of their holding would be required to maintain a minimum ongoing investment of N5,000.00 (five thousand Naira) in the Fund or such other balance as may from time to time be prescribed in writing by the Fund Manager with the approval of the Trustee. 19.3. Units may be redeemed on any Business Day provided Redemption Notices are received before 5.00 p.m. on the Valuation Day. Notices received after 5.00 p.m. shall be treated the following Business Day. The price at which Units are to be redeemed shall be as at the date of treatment. The Fund will make redemption payments within five (5) Business Days of receipt of the Redemption Notice. 19.4. No Unit-Holder shall be entitled to partially redeem his Unit-Holding where such redemption would result in his holding being reduced to less than the minimum number of Units and sub-clauses 19.5 – 19.6 are to be read and construed subject thereto. 19.5. Where realisation is to be effected by cancellation of Units, the Fund Manager shall proceed to effect any sales necessary to provide the cash required and shall notify the Registrar that the said Units are to be redeemed and cancelled in accordance with the provisions of this clause and shall deliver to the Registrar for cancellation of the Certificate covering the said Units and in such event the Fund shall be reduced by the cancellation of the said Units and the Fund Manager may receive reimbursements out of the Fund Assets in respect of the cancellation of the Units as indicated in clause 26 (Preparation of Certificates) hereof. 19.6. The Fund Manager shall be entitled to execute an instrument of transfer in respect of any Units to be redeemed hereunder by purchase by the Fund Manager and to endorse and sign on the appropriate Certificate in respect of any Units to be realized hereunder by cancellation, such endorsement as may be necessary or desirable as evidence that the Unit-Holder no longer has any interest in the said Units. PROVIDED that in either event the Fund Manager shall within a reasonable period thereafter furnish to the Trustee and the Registrar the authority under which they acted but the Trustee and the Registrar shall not be concerned to require the endorsement of any such statement and shall be entitled to cancel the Certificate upon compliance with the procedure in this clause. 19.7. Unless specifically requested by the Unit-Holder or former Unit-Holder concerned so to do, the Registrar shall be under no obligation to check the calculation of the amount payable in connection with any purchase or cancellation of Units pursuant to this clause but shall be entitled to require the Fund Manager and or the Trustee to justify the same. 19.8. In no event shall the Trustee be bound to make any payment to the Fund Manager or any Unit-Holder except out of the Fund Assets held by it for that purpose under the provisions of this Trust Deed . 19.9. Units redeemed by the Fund Manager may be re-sold. 28.0. DISTRIBUTION OF INCOME/REINVESTMENT 28.1. The income of the Fund less any sums properly chargeable on or deductible therefrom (“Net Income”) shall be distributed to the Unit-Holders in cash every quarter of each financial year or reinvested where the Unit Holder so elects. The Distributions shall only be paid via electronic transfer to Unit- Holders’ accounts within five (5) business days of the succeeding quarter. 28.2. The Unit Holders shall have the option to elect to be paid Dividends or to reinvest their Dividends in new Units at the Offer Price. Cordros Money Market Fund | Offer for Subscription Page | 37 STATUTORY AND GENERAL INFORMATION 28.3. Unit Holders who elect to have their Dividends reinvested in new Units shall be entitled to an issue of Units that shall be equal in value to the amount they otherwise would have received in cash as dividend on the date of the distribution of dividends. The Units shall be issued on the same day on which cash distributions are made to the Unit-Holders who elect to be paid in cash. 39.0. TERMINATION OF THE TRUST 39.1. The Trustee or Fund Manager may agree to terminate the Trust by issuing no less than six (6) months’ notice thereof in writing to the other party as well as to the Unit-Holders and the Commission. 39.2. The Trust may be terminated upon no less than six (6) months’ notice by the Trustee in writing to the Fund Manager, Unit-Holders and with the approval of the Commission in any of the following events:: 39.2.1. where the Trustee is unable to appoint a Fund Manager under Clause 35.4 of this Deed 39.2.2. if the Trust becomes illegal or in the opinion of the Trustee impracticable or inadvisable to continue the Trust; or 39.2.3. if the Fund’s investment objectives are no longer feasible or if the Commission revokes the authorisation of the Fund; or 39.2.4. upon the enactment of any legislation, the formulation of any regulation or the granting of any court order that makes the continuity of the existence of the Fund impracticable. 39.3. The Trust may at any time be terminated by a Special Resolution of a Meeting of the Unit-Holders duly convened and held in accordance with the provisions herein contained regarding meetings and such termination shall take effect not less than six (6) months from the date on which the said Special Resolution is passed or on such later date (if any) as the said Special Resolution may provide. 39.4. The Trust may be terminated by the Commission where any of the activities of the Trust is outside the ambit of permissible activities as provided for by the Act or any relevant regulations enacted thereunder and/or any other applicable laws, or where the Commission’s approval is withdrawn E XTRACTS FROM C USTODY A GREEMENT 2. Appointment and Role of the Custodian 2.1 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 date. (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 obligations 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 reporting of status of Fund’s assets to the Fund Manager, Trustee and the Commission respectively. (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. Cordros Money Market Fund | Offer for Subscription Page | 38 STATUTORY AND GENERAL INFORMATION (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. (j) Shall execute all other agreements with the Trustees and Fund Manager necessary for implementing its responsibilities under this agreement M ATERIAL C ONTRACTS The following agreements have been entered into and are considered material to this Offer: A Trust Deed dated 11th July, 2016 between Cordros Asset Management Limited and STL Trustees Limited under which the Fund was constituted. 2. A Vending Agreement dated 11th July, 2016 between Cordros Asset Management Limited and Vetiva Capital Management Limited under the terms of which Vetiva Capital Management Limited has agreed to offer 10,000,000 Units of ₦100 each in Cordros Money Market Fund to the general public. 3. A Custody Agreement dated 11th July, 2016 between Cordros Asset Management Limited, STL Trustees Limited and United Bank for Africa Plc (Global Investor Services) pursuant to which the Fund Manager and the Trustees have appointed United Bank for Africa Plc (Global Investor Services) 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. 4. A Registrar Service Level Agreement dated 11th July, 2016 between Cordros Asset Management Limited and Africa Prudential Registrars Plc. 1. Other than as stated above, the Fund Manager has not entered into any material contracts except in the ordinary course of business. C ONSENTS The following have given and not withdrawn their written consents to the issue of this Prospectus with their names and reports (where applicable) included in the form and context in which they appear: DIRECTORS OF THE FUND MANAGER Emeka Ndu (Chairman) Wale Agbeyangi, (Group Managing Director) Layi Olaleru, (Director) COMPANY SECRETARY Mbanugo Udenze & CO ISSUING HOUSE Vetiva Capital Management Limited TRUSTEE TO THE FUND STL Trustees Limited CUSTODIAN TO THE FUND United Bank for Africa Plc (Global Investor Services) SOLICITORS TO THE TRUSTEE Babalakin & Co REPORTING ACCOUNTANTS TAC Professional Services REGISTRARS Africa Prudential Registrars Limited RECEIVING BANK Access Bank Plc RATING AGENCY Agusto & Co. R ELATIONSHIP B ETWEEN T HE F UND M ANAGER A ND T HE T RUSTEE The Fund Manager and the Trustee do not have any common shareholder and neither one is a subsidiary or holding company of the other. They do not have common Directors. Cordros Money Market Fund | Offer for Subscription Page | 39 STATUTORY AND GENERAL INFORMATION R ELATIONSHIP B ETWEEN T HE F UND M ANAGER A ND T HE C USTODIAN The Fund Manager and the Custodian do not have any common shareholder and neither one is a subsidiary or holding company of the other. They do not have common Directors. R ELATIONSHIP B ETWEEN T HE F UND M ANAGER A ND T HE I SSUING H OUSE The Fund Manager and the Issuing House do not have any common shareholder and neither one is a subsidiary or holding company of the other. They do not have common Directors. D OCUMENTS A VAILABLE F OR I NSPECTION Copies of the following documents may be inspected at the offices of the Issuing House, at its business address, at normal working hours on any Business Day during the Offer Period: Certificates of Incorporation of the Fund Manager and the Trustee; Memoranda and Articles of Association of the Fund Manager and the Trustee; The resolution of the Board of Directors of the Fund Manager authorising the creation of the Fund and the issuance of 10 million Units of the Fund; The duly executed Prospectus issued in respect of the Offer; The duly executed Abridged Prospectus issued in respect of the Offer; Fund Risk Rating report from the Rating Agency, Agusto & Co.; The Report of TAC Professional Services on the Financial Forecast of the Fund for the 2.5 years ending December 31, 2018; Solicitors’ Opinion on Claims And Litigations involving the Fund Manager; The material contracts referred to above; The written consents referred to above; and The SEC letter authorising the Fund and registering the Units being offered. Cordros Money Market Fund | Offer for Subscription Page | 40 P ROCEDURE FOR A PPLICATION AND A LLOTMENT 1. Application 1.1 The general investing public is hereby invited to apply for Units of the Fund through any of the Receiving Agents listed in this Prospectus. 2.1 Applications for Units must be made in accordance with the instructions set out at the back of the Application Form attached hereto. Care must be taken to follow these instructions, as applications which do not comply will be rejected. 3.1 The Application List for the Units now being offered will open on 1st August, 2016 and close on 7th September 2016. 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 on the Application Form. 4.1 A single applicant should sign the declaration and write his/her full names, address, daytime telephone number and mobile telephone number in the appropriate space on the Application Form. Where the application is being made on behalf of a minor, the full names of the applicant and the minor as well as the date of birth of the minor should be provided. Item “2” should be used by joint applicants. A corporate applicant should affix its seal in the box provided and state its Incorporation Registration (RC) Number. 5.1 Applications in Naira below N10 million should be forwarded together with a bank draft for the full amount of the purchase price made payable to any of the Receiving Agent listed in this Prospectus. The cheque or draft must be drawn on a bank in the same town or city in which the Receiving Agent is located and crossed “CORDROS MONEY MARKET FUND” with the name, address and daytime telephone number of the applicant written on the back. All bank commissions and transfer charges must be prepaid by the applicant. All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected and returned through the post at the applicant’s risk. 6.1 Applications in Naira above N10 million should be transferred via RTGS into the Issue Proceeds Account indicated below: Bank Name: Account Name: Account Number: Applicant/Sender: 7.1 Access Bank Plc CORDROS MONEY MARKET FUND/ACCESS BANK 0699868044 Please complete as appropriate Foreign currency subscribers are advised to contact the Receiving Bank for the applicable exchange rate on the day the payment for the subscription is being effected. Payments can be made in US Dollars to the Receiving Bank through the correspondent bank detailed below: Intermediary Bank Name: Swift Code ABA No. For Credit of: SWIFT Code: Account No. For Final Credit of: Beneficiary’s Acc No: Applicant/Sender: 2. Citibank New York CITIUS33 021000089 Access Bank Plc ABNGNGLA 36145842 Cordros Money Market Fund Issue Proceeds Account 3000023539 Please complete as appropriate Allotment The Issuing House and the Directors of the Fund Manager reserve the right to accept or reject any application in whole or in part for not meeting the conditions of the Offer. In the event of an over subscription, additional Units of the Fund will be allotted subject to the Commission’s approval. 3. Application Monies All application monies will be retained in a separate bank account by the Receiving Bank pending allotment. If any application is not accepted or is accepted for fewer Units than the number applied for, a crossed cheque for Cordros Money Market Fund | Offer for Subscription Page | 41 PROCEDURE FOR A PPLICATION AND A LLOTMENT the full amount paid or the balance of the amount paid (as the case may be) will be returned by registered post within five (5) Business Days of allotment. Certificates will be sent by registered post to the physical address provided by the subscriber on the attached Application Form and/or by electronic mail to the email address provided on the attached Application Form, not later than 15 Business Days from the date of allotment. Cordros Money Market Fund | Offer for Subscription Page | 42 R ECEIVING A GENTS All capital market operators with current SEC registration as at the date of this Prospectus are eligible to act as Receiving Agents to the Issue. A brokerage commission of 0.75% will be paid on the value of allotted Units in respect of applications bearing their official stamps. The Issuing House/Receiving Bank cannot accept responsibility for the conduct of any Receiving Agent. Investors are therefore advised to conduct their own independent enquiries before choosing an agent to act on their behalf. Evidence of lodgement of funds with any Receiving Agent, in the absence of corresponding evidence of receipt by the Issuing House/ Receiving Bank, cannot give rise to a liability on the part of the Issuing House/Receiving Bank under any circumstances. Adamawa Securities Ltd Adonai Stockbrokers Ltd African Alliance Stockbrokers Ltd Afrinvest Securities Ltd Alangrange Securities Ltd Altrade Securities Ltd Amyn Investments Ltd Anchorage Securities And Finance Ltd Anchoria Investment And Securities Ltd Apel Asset Ltd Apt Securities And Funds Ltd Arm Securities Ltd Arthur Steven Asset Management Ltd Associated Asset Managers Ltd Atlass Portfolios Ltd Bauchi Investment Corporation Ltd Belfry Investments And Securities Ltd Bestlink Investment Ltd Bestworth Asset And Trust Ltd Bgl Securities Limited Boaz Management & Fin. Strategies Ltd Calyx Securities Ltd Camry Securities Ltd Capital Assets Ltd Capital Bancorp Plc Capital Express Securities Ltd Capital Trust Brokers Ltd Cardinalstone Securities Ltd Cashcraft Securities Ltd Cashville Investments & Securities Ltd Cdl Capital Markets Ltd Centre Point Investments Ltd Century Securities Limited Chapelhill Denham Securities Ltd Chartwell Securities Ltd Citi Investment Capital Limited City Code Trust & Investment Company Ltd Clearview Investments Co. Ltd Compass Investment & Securities Ltd Cordros Capital Ltd Core Trust And Investment Ltd Coronation Securities Ltd Cowry Securities Ltd Crane Securities Ltd Crossworld Securities Ltd Crown Capital Ltd Csl Stockbrokers Ltd Dbsl Securities Ltd De Lords Securities Ltd Deep Trust Investment Ltd Dependable Securities Ltd Diamond Securities Ltd Dominion Trust Ltd Dsu Brokerage Services Ltd Dunbell Securities Ltd Dunn Loren Merrifield Securities Ltd Dynamic Portfolio Ltd Ecl Asset Management Ltd Edc Securities Ltd Edgefield Capital Management Ltd Efcp Ltd Elixir Securities Ltd Enterprise Stockbrokers Plc Equity Capital Solutions Ltd Eurocomm Securities Ltd Express Discount Asset Management Ltd Express Portfolio Services Ltd Falcon Securities Ltd Fbc Trust And Securities Ltd Fbn Securities Ltd Fcsl Asset Management Company Ltd Fidelity Finance Company Ltd Fidelity Securities Ltd Financial & Analytics Capital Ltd Financial Trust Company Nig. Ltd Finmal Finance Services Ltd First Integrated Capital Management Ltd Fis Securities Ltd Foresight Securities & Investment Ltd Forte Financial Ltd Forthright Securities And Investments Ltd Fortress Capital Ltd Fsdh Securities Ltd Funds Matrix And Assets Management Ltd Futureview Securities Ltd Gem Asset Management Limited Gidauniya Investment And Securities Ltd Global Asset Management Nig. Ltd Globalview Consult & Investments Ltd Golden Securities Ltd Greenwich Securities Ltd Gresham Asset Mgt. Ltd Gruene Capital Limited Gti Securities Ltd Harmony Securities Ltd Heartbeat Investments Ltd Hedge Securities & Investments Company Ltd Heritage Capital Market Ltd Horizon Stockbrokers Ltd Icap African Brokers Limited Icmg Securities Ltd Icon Stockbrokers Ltd Imperial Asset Managers Ltd Independent Securities Ltd Integrated Trust & Investments Ltd International Standard Securities Ltd Interstate Securities Ltd Investment Centre Ltd Investment One Financial Services Ltd Investment One Funds Management Ltd Investment One Stockbrokers Int'l Ltd Investment Shark & Asset Management Ltd Investors And Trust Company Ltd Kapital Care Trust & Securities Ltd Kedari Capital Ltd Kinley Securities Ltd Kofana Securities & Investment Ltd Kundila Finance Services Ltd Lambeth Trust And Investment Co. Ltd Lead Securities & Investment Ltd Lighthouse Assets Management Ltd Longterm Global Capital Ltd Magnartis Finance & Investment Ltd Mainland Trust Ltd Mainstreet Bank Securities Ltd Marimpex Finance & Investment Co. Ltd Marriot Securities & Investment Co. Ltd Maven Asset Management Ltd Maxifund Investments And Securities Plc Mayfield Investment Ltd Mbc Securities Ltd Mbl Financial Services Ltd Mega Equities Ltd Meristem Securities Ltd Meristem Stockbrokers Ltd Midas Stockbrokers Ltd Milestone Capital Management Ltd Mission Securities Ltd Molten Trust Ltd Morgan Capital Securities Ltd Mountain Investment And Securities Ltd Mutual Alliance Investment & Securities Ltd Network Capital Ltd Networth Securities & Finance Ltd Newdevco Investment & Securities Co. Ltd Nigerian International Securities Ltd Nigerian Stockbrokers Ltd Northbridge Investment & Trust Limited Nova Finance & Securities Limited Options Securities Ltd Pac Securities Ltd Parthian Partners Limited Partnership Securities Ltd Peace Capital Market Ltd Perfecta Investment Trust Ltd Phronesis Securities Ltd Pilot Securities Ltd Pinefields Investments Services Ltd Pipc Securities Ltd Pivot Trust & Investment Company Ltd Pml Securities Co. Ltd Portfolio Advisers Ltd Primera Africa Securities Ltd Primewealth Capital Ltd Professional Stockbrokers Limited Prominent Securities Ltd Psi Securities Ltd Pyramid Securities Ltd Quantum Securities Ltd Rainbow Securities And Investment Co. Ltd Readings Investments Ltd Regency Assets Management Ltd Rencap (Securities) Nigeria Ltd Resort Securities & Trust Ltd Reward Investments & Services Ltd Rostrum Investment And Securities Ltd Rowet Capital Management Ltd Royal Crest Finance Ltd Royal Guaranty And Trust Ltd Royal Trust Securities Ltd Santrust Securities Ltd Securities Africa Financial Ltd Securities And Capital Mgt. Company Ltd Security Swaps Ltd Sfc Securities Ltd Shalom Investment Financial Services Ltd Shelong Investment Ltd Sigma Securities Ltd Signet Investments & Securities Ltd Skyview Capital Ltd Smadac Securities Ltd Solid-Rock Securities & Investment Plc Spring Trust & Securities Ltd Springboard Trust & Investment Ltd Stanbic Ibtc Stockbrokers Ltd Standard Union Securities Ltd Surport Services Limited Taraba Investment & Properties Ltd Tfs Securities & Investment Company Ltd The Bridge Securities Ltd Tiddo Securities Ltd Tomil Trust Limited Topmost Securities Ltd Tower Assets Management Ltd Tower Securities & Investment Company Ltd Tradelink Securities Ltd Traders Trust And Investment Company Ltd Transafrica Financial Services Ltd Transworld Investment & Securities Ltd Trust Yields Securities Ltd Trustbanc Capital Management Ltd Trusthouse Investments Ltd Trw Stockbrokers Ltd Tyndale Securities Ltd Unex Capital Ltd Union Capital Markets Ltd United Capital Securities Ltd Valmon Securities Ltd Valueline Securities & Investment Ltd Vetiva Securities Ltd Woodland Capital Market Plc Wstc Financial Services Ltd Zenith Securities Ltd Cordros Money Market Fund | Offer for Subscription Page | 43 A PPLICATION F ORM Cordros Money Market Fund | Offer for Subscription Page | 44 I NSTRUCTIONS F OR C OMPLETING T HE A PPLICATION F ORM 1. Applications must be made only on this Application Form, or photocopy, downloaded or scanned copy of the Application Form. 2. The Application List for the Units will be open to prospective investors for the duration specified in the Prospectus. 3. Application must be for a minimum of 100 Units at the first instance and multiples of 50 Units thereafter. The number of Units for which an application is made and the applicable value should be entered in the boxes provided. 4. An application for a minor must include the full names and date of birth of the minor, as well as the full names and address of the adult (Parent or Guardian) making the application on such minor’s behalf. 5. Joint applicants must all sign the Application Form. 6. An application from a corporate body must bear the corporate body’s common seal and be completed under the hand of a duly authorised official. 7. An application by an illiterate should bear his right thumbprint on the Application Form and be witnessed by an official of the Receiving Agent at which the application is lodged who must have first explained the meaning and effect of the Application Form to the illiterate in his own language. Above the thumb print 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. 8. An applicant should not print his signature. If he is unable to sign in the normal manner he should be treated for the purpose of this Offer as an illiterate and his right thumbprint should be clearly impressed on the Application Form. 9. Applications in Naira below N10 million should be forwarded together with a bank draft for the full amount of the purchase price made payable to any of the Receiving Agent listed in this Prospectus. The cheque or draft must be drawn on a bank in the same town or city in which the Receiving Agent is located and crossed “CORDROS MONEY MARKET FUND” with the name, address and daytime telephone number of the applicant written on the back. All bank commissions and transfer charges must be prepaid by the applicant . All cheques and drafts will be presented upon receipt and all applications in respect of which cheques are returned unpaid will be rejected and returned through the post at the applicant’s risk. 10. Applications in Naira above N10 million should be transferred via RTGS into either of the Issue Proceeds Accounts specified on Page 41of this Prospectus. 11. All foreign currency subscriptions should be credited to any of the correspondent bank accounts specified on Page 41 of this Prospectus. The applicable Receiving Banks will issue CCIs evidencing such foreign currency subscriptions. 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 Offer for Subscription. APPLICATION FORM CORDROS MONEY MARKET FUND Cordros Money Market Fund | Offer for Subscription Page | 45
