LISTING PARTICULARS IN CONNECTION WITH THE LISTING OF THE IPRO AFRICAN MARKET LEADERS FUND - CLASS (I2) INSTITUTIONAL, A CLASS FUND OF IPRO FUNDS LTD

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LISTING PARTICULARS

IN
CONNECTION WITH

THE LISTING OF

THE
IPRO AFRICAN MARKET
LEADERS FUND
-

CLASS (I2) INSTITUTI
ONAL
, A CLASS FUND

OF
IPRO

FUNDS LTD


24 SEPTEMBER 2013


Listing Particulars Number:

LEC/TL/06/2013


IPRO Funds Ltd. (the “Company”) is an open
-
ended investment company incorporated under the laws of
Mauritius and holds a Category 1 Global Business Licence ("GBL 1") issued by the Financial Services
Commission (‘
FSC’) of Mauritius. It is further authorized by the FSC to operate as a collective investment
scheme pursuant to the Securities Act 2005. The

share capital of the Company is made up of management
shares, and separate classes of non
-
voting redeemable parti
cipating preference shares. Each class of non
-
voting redeemable participating preference shares is expressed as a class fund of the Company. Each class of
shares of the Company is offered to investors by way of private placement pursuant to a private place
ment
memorandum dated November 2008 (the “PPM”) as supplemented for each class fund by an offer document
relating to that particular class fund (the “Class Fund Particulars”).


T
he
IPRO African Market Leaders Fund
-

Class (I2) Institutional

(“AMLFI”) is a class fund of

the Company
and investors have acquired, or will acquire, interests in AMLFI and its assets by subscribing for AMLFI
non
-
voting redeemable participating preference shares of no par value issued by the Company in respect of
the

AMLFI class fund (the “AMLFI Non
-
Voting Redeemable Participating Preference Shares”).


This document

(the “Listing Particulars”)

is in relation to
the listing of
up to 1,000,000
Non
-
Voting
Redeemable Participating Preference
Shares (the “Shares”)
of
AMLFI
on the Official Market of

the Stock
Exchange of Mauritius

Ltd
.


Nothing in this document shall under

any circumstances be construed as a public offering of shares.


This document is confidential and intended for the sole use of the person to whom it has been delivered and is
not to be used, reproduced or distributed to any other person (other than professional advisers of the person(s)
receiving this document) without

the consent of the
board of directors of the Company (the “Board”)
.


Investors in the Company are not protected by any statutory compensation arrangements in
Mauritius in the event of the Company’s failure.


A copy of the Listing Particulars has been fil
ed with the FSC. However, the FSC does not
vouch for the financial soundness of the Company or for the correctness of any statements
made or opinions expressed with regard to it.


A
n application
h
as

been

made for the listing

of up to 1,000,000 shares

of AMLFI

at
a

price of USD
157.96 per share

on the Official Market of the Stock Exchange of Mauritius Ltd
. As at 16 August
2013, the total value of AMLFI was
USD 9,350,916.08
.




2

Explanatory Note to the Listing Particulars


An application has been made for

the listing of up to 1,000,000 shares

of AMLFI

at a price of USD
157.96 per share on the Official Market of the Stock Exchange of Mauritius Ltd. As at 16 August 2013,
the total value of AMLFI was USD 9,350,916.08.


These Listing Particulars have been sub
mitted to The Stock Exchange of Mauritius Ltd in accordance
with Listing Rule 16.38. It includes particulars given in compliance with The Stock Exchange of
Mauritius Ltd Rules governing the Official Listing of Securities for the purpose of giving informati
on
with regard to the issuer. The directors, whose names appear on page
17

of this document collectively
and individually, accept full responsibility for the accuracy or completeness of the information contained
in this document and confirm, having made al
l reasonable enquiries that to the best of their knowledge
and belief there are no other facts, the omission of which would make any statement herein misleading.


This document is neither an invitation nor a statement in lieu of a prospectus for the public

in Mauritius
to subscribe for
the Shares
.

This document is issued for the purpose of giving information in relation to
the application made by IPRO Funds Ltd. It is intended only for the use of the person to whom it is
addressed and is not to be redistrib
uted, reproduced or used, in whole or in part, for any other purpose.


This document has been vetted by the Listing Executive Committee, in conformity with the Listing
Rules of The Stock Exchange of Mauritius Ltd.
Neither the Listing Executive Committee of

the Stock
Exchange of Mauritius Ltd nor the Financial Services Commission assumes any responsibility for the
contents of this document. The L
isting
E
xecutive
C
ommittee

and the F
inancial
S
ervices
C
ommission

make no representation as to the accuracy or comp
leteness of any of the statements made or opinions
expressed in this document


and expressly disclaim any liability whatsoever for any loss arising from or
in reliance upon the whole or any part thereof.


The principal investment policies set out in these
Listing Particulars will, in the absence of unforeseen
circumstances, be adhered to for at least three years following listing and that any material change in the
policies within that period may only be made with Shareholder approval.


There has been no
ma
terial adverse change in the financial or trading position of the group since the last
audited accounts or any later interim statement have been published.


Permission has been granted by the Listing Executive Committee on
24 September 2013

for the listing

of
up to 1,000,000 shares

of AMFI

at a price of USD 157.96 per share

on the Official List of The Stock
Exchange of Mauritius Ltd on
16 October 20
13
.


It is not expected that dealings in the
Shares will

take place on the Official Market of the Stock
Exchange of Mauritius Ltd.


The Board views the listing of
the Shares

as a means to enhance the latter’s visibility and thus attracting
a more diversified group of investors. The listing of
the Shares

coupled

with the compliance with the
Listing Rules will increase transparency.





……………………………………

Director

Date:
24 September 2013

Listing Particulars Code:
LEC/TL/06/2013






3

TABLE OF CONTENTS


Page


IMPORTANT INFORMATION


RISK WARNINGS


DEFINITIONS













































14


SUMMARY OF PRINCIPAL TERMS


1. CORPORATE INFORMATION

































1
9


2. DESCRIPTION OF THE COMPANY































20


3. TYPES OF SHARES








































23


3.1

MANAGEMENT SHARES


3.2
THE
SHARES


3.3 EVIDENCE OF SHAREHOLDING


3.4 MODIFICATIONS OF RIGHTS


4. GENERAL OBJECTS AND POWERS






























25


5. DESCRIPTION OF
AMLF





































25


5
.1 INVESTMENT OBJECTIVES


5
.2 I
NVESTMENT RESTRICTIONS


5
.3 INVESTMENT PRACTICES


6
. SUBSCRIPTION OF SHARES



































2
7


6
.1 ELIGIBLE INVESTORS


6
.2 MINIMUM SUBSCRIPTION AND MINIMUM HOLDING


6
.3 SUBSCRIPTION PRICE


6
.4 PROCEDURE FOR APPLICATION


6
.5 IRREVOCABLE
LOANS


7
. REDEMPTION OF SHARES



































30


7
.1 REDEMPTION PRICE


7
.2 REDEMPTION PROCEEDS


7
.3 REDEMPTION OF SHARES AT THE OPTION


OF SHAREHOLDERS


7
.4 COMPULSORY REDEMPTION


7
.5 TEMPORARY SUSPENSION OF REDEMPTION


8
.
TRANSFER AND TRANSMISSION OF SHARES























3
5




4

8
.1 TRANSFER OF SHARES


8
.2 TRANSMISSION OF SHARES


9
.

SWITCHES














































3
7


10
.

DIVIDEND POLICY








































3
7


11
. FEES, CHARGES

AND EXPENSES






























3
8


1
2
. CALCULATION OF NET ASSET VALUE



























40


1
3
. TAXATION AND EXCHANGE CONTROL IN MAURITIUS















43


1
3
.1 TAXATION


1
3
.2 EXCHANGE CONTROL


1
4
. MANAGEMENT AND ADMINISTRATION


























44


1
4
.1 DIRECTORS


1
4
.2 INVESTMENT MANAGER


1
4
.3

INVESTMENT ADVISOR



14.4
ADMINISTRATOR, TRANSFER AGENT AND REGISTRAR


1
4
.
5

DISTRIBUTOR


1
4
.
6

MANAGEMENT COMPANY AND SECRETARY


1
4
.7

CASH CUSTODIAN


1
4
.8

CUSTODIAN


1
4
.9 CONFLICT OF INTEREST


1
4
.10 ANTI MONEY LAUNDERING


1
5
. ACCOUNTS AND INFORMATION































52


16. CLASS FUND PARTICULARS

































52


17. APPLICATION DOCUMENTS

































5
2


18. MATERIAL
CONTRACTS




































53


19. DOCUMENTS AVAILABLE FOR INSPECTION























53


20. APPENDIX I












































55

































5


IMPORTANT INFORMATION


The Listing Particulars include particulars given in compliance with the Stock Exchange of Mauritius Ltd
Rules Governing the Official Listing of Securities for the purpose of giving information with regard to the
issuer. The directors, whose names appear o
n page
1
7
, collectively and individually, accept full responsibility
for the accuracy or completeness of the information contained in these Listing Particulars and confirm, having
made all reasonable
enquiries that

to the best of their knowledge and belief

there are no other facts the
omission of which would make any statement herein misleading.



Statements made in these Listing Particulars are, except where otherwise stated, based on the laws and
practice currently in force in Mauritius and are subject to

changes.


No Person has been authorized to issue any advertisement or to give any information or to make any
representation in connection with the offering, subscription or sale of Shares, other than those named in these
Listing Particulars and, if issue
d, given or made, such advertisement, information or representation must not
be relied upon as having been authorized by
The Company
. Neither the delivery of these Listing Particulars
nor the offer, or issue of any Shares shall under any circumstances
create any implication or constitute a
representation that the information given in these Listing Particulars have not changed since the date hereof.



Th
e

Listing Particulars does not constitute and may not be used for the purposes of an offer or solicita
tion to
anyone in any jurisdiction in which such offer or solicitation is not authorized, or to any person to whom it is
unlawful to make such offer or solicitation. The distribution of the Listing Particulars and the offering of
Shares in certain jurisdic
tions may be restricted and, accordingly, persons into whose possession these Listing
Particulars fall are required to be informed about, and to observe, such restrictions. Prospective investors
should inform themselves as to (a) the legal requirements wit
hin the countries of their nationality, citizenship,
residence, ordinary residence or domicile for the purchase or holding of Shares, (b) any foreign exchange
restrictions or exchange control requirements which they might encounter on the acquisition or sa
le of
Shares, and (c) the income tax and other taxation consequences which may apply in their own jurisdictions
relevant to the purchase, holding or disposal of Shares.


Prospective investors are also reminded that all financial investments carry inheren
t risks and no assurance or
guarantee can be given that the investment objectives of
AMLF
I

will be fully met. The
n
et
a
sset
v
alue of the
Shares issued under the
PPM

and Company’s
c
onstitution

(the “Constitution”)

and the income from them can
rise or fall
depending on the factors and forces affecting
financial markets
.


However the Company has secured the expertise of qualified and experienced personnel, and procedures have
been put in place to minimize any potential risks. In addition, the Company has
undertaken to provide the
best services to prospective investors.


These Listing Particulars may be translated in other languages. In the event of any inconsistency or ambiguity
in relation to the meaning of any word or phrase in any translation, the Engli
sh version will prevail to the
extent permitted by the applicable laws or regulations and all disputes as to the terms thereof shall be
governed by and construed in accordance with the laws of Mauritius.


NO GUARANTEE OF CAPITAL


No capital guarantee is a
ttached to
any
investments
made
in
the Company and
in the

Shares
.
Investments in Shares are volatile in nature. Past performance

of AMLF
I

and of the Company

should not be seen as a guide to future performance.












6


RISK WARNINGS

General risks


Persons interested in acquiring Shares should inform themselves or seek professional advice as
to:

(i)

legal requirements or restrictions relating to the acquisition, holding, disposal, or
repurchase of Shares;

(ii)

the

treatment of tax consequences relevant to their acquisition, holding or disposal,
whether by way of sale or redemption of Shares.


Prospective investors should study these Listing Particulars, the Constitution and the
Class
Fund Particulars relating to
the
Shares
carefully in its entirety and should not perceive the
contents hereof as advice relating to legal, taxation or investment matters. They should consult
their legal, tax and investment advisers to determine possible legal, tax, financial or other
considerations of subscribing for, purchasing or disposing of Shares before making a
subscription for Shares.
Prospective investors are also reminded that all financial investments
carry inherent risks and no assurance or guarantee can be given that the ob
jective of
AMLF
I

will
be fully met. The
n
et
a
sset
v
alue of the Shares, the Constitution and Private Placement
Memorandum and the income from them can rise or fall depending on the factors and forces
affecting financial markets.


However, the Company has se
cured the expertise of qualified and experienced personnel, and
procedures have been put in place to minimise any potential risks. In addition, the Company has
undertaken to provide the best services possible to prospective investors.


Specific attention i
s drawn to the following:


Funds’ organization


E
ach
class f
und

of the Company (individually a “
Class
Fund” and collectively the “
Class
Funds”)
AMLFI

constituted as a share class of the Company, will represent a separate account and
will be maintained with separate accounting records. However, the Company is one entity. Thus all
the assets of the Company will be available to meet all of the liabilities

of the Company, regardless
of the separate portfolio to which such assets or liabilities are attributable. In practice, cross
Class
Fund liability

may

arise where any
Class
Fund exhausts its assets
or

is unable to meet all of its
liabilities

or where the
liabilities of that Class Fund exceeds its assets
.


Liability of the Company


Although each
Class
Fund so far as possible will be treated as bearing the liabilities, expenses, costs
and charges attributable to it, if its assets are not sufficient, the
Board

may re
-
allocate assets,
liabilities, expenses, costs and charges between Funds in a manner which is fair to the
s
hareholders
of the Company

(individually a “Shareholder” and collectively the “Shareholders”)

generally. The
Board

would normally expect any such re
-
allocation to be effected on a pro rata basis having regard
to the
n
et
a
sset
v
alue
of each
class of shares
. If there is any such re
-
allocation the
Board

will advise
Shareholders of such re
-
allocation though written notice
.


Shareholders are not, however, liable for the debts of the Company. A Shareholder is not liable to
make any further payment to the Company after he
having

paid for the purchase of Shares in full.


Specialist Funds




7

Investments held in specialist
f
unds
, such as
f
unds
investing primarily in a specific geographic
region or specific asset class, economic sector or market segment may have more concentrated
portfolios and be significantly affected by changes to the fundamentals of such region, asset class,
e
conomic sector or market segment.
I
nvestments may therefore be exposed to high levels of risk
and carry a higher risk to capital and be potentially more volatile than Funds investing in a more
diversified portfolio.


Effect of
p
lacing
f
ee


Where any
p
laci
ng
f
ee is imposed, Shareholders who sell Shares may not (even in the absence of a
fall in the value of the relevant investments) realize the amount originally invested. Shares should
be viewed as a long term investment.


Suspension of dealing in Shares


S
hareholders are reminded that in certain circumstances their right to sell or redeem Shares may be
suspended (see section 6.5 “Temporary Suspension of Redemption”)


Risks affecting fixed
-
income
Class
Funds


Interest rate fluctuations are likely to affect t
he capital value of investments within those Funds.
When interest rates rise, the capital value of fixed
-
income securities held by fixed
-
income Funds is
likely to fall resulting in a fall in the
n
et
a
sset
v
alue
of these Funds and vice versa.


The values of

investments will fall in the event of the default or perceived increased credit risk of
an issuer. This is because such investments will generally be considered less attractive to hold than
similar investments and the capital values of the investments dec
rease accordingly.


Yields may vary and the level of income from these Funds may fluctuate significantly. This is
because the holdings within the
Class
Fund’s portfolio and their values will change over time.


Where a distribution yield is higher than a
redemption yield it means income is paid at the expense
of capital.


Call or
b
uy
-
back /
r
einvestment
r
isk


Many fixed
-
income securities, in which
AMLF

may invest, contain call or buy
-
back features which
permit the issuer of the security to call or repurchase it. If an issuer exercises such a “call option”
and redeems the securit
ies
,
AMLF

may have to replace the called security with a lower yielding
secu
rity, resulting in a decreased rate of return for the Funds.


Forward
t
rading


Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and
are not standardized; rather, banks and dealers act as principals in these marke
ts, negotiating each
transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is
no limitation on daily price movements and speculative position limits are not applicable. The
principals who deal in the forward mar
kets are not required to continue to make markets in the
currencies or commodities they trade and these markets can experience periods of illiquidity,
sometimes of significant duration. Disruptions can occur in any market traded by
AMLF
I

due to
unusually h
igh trading volume, political intervention or other factors. The imposition of controls by
governmental authorities might also limit such forward (and futures) trading to less than that which
the investment manager would otherwise recommend, to the possibl
e detriment of
AMLF
I
. In
respect of such trading,
AMLF
I

is

subject to the risk of counterparty failure or the inability or


8

refusal by a counterparty to perform with respect to such contracts. Market illiquidity or disruption
could result in major losses to

AMLF
I
.

Concentration of interests


Although
AMLF
I

may hold diversified portfolios,
it

may hold a few relatively large positions in
relation to certain investments or even be exclusively invested in a sole security. Consequently, a
loss in any such positi
on could result in significant losses to
AMLFI

and a proportionately higher
reduction in the
n
et
a
sset
v
alue of
AMLF
I

than if
AMLF
I

had invested in a wider number of
positions.


Borrowing


Insofar as may be permitted by its Constitution, the Company and, if any, the subsidiaries, entities
or other structures through which it may from time to time invest will utilize borrowings and this
will involve the Company charging, pledging, mortgaging
or otherwise granting security over
assets. A lender may request a charge or pledge over the assets of the Company (rather than in
respect of the assets of a particular subsidiary or entity, if any) and, if granted, this may restrict the
ability of the Com
pany to utilize further borrowings.


Price
r
isks


The Shares, as well as the securities acquired by
AMLF
I
, are subject, as any other securities, to
price risks. The risk of a decrease in the value of
s
hares, as well

as the potential for an increase in
their value, is usually greater in the case of an equity fund than in the case of a bond fund.


It should be appreciated that, due to the nature of certain economies, the respective stock exchanges
may

be of a less deve
loped nature than
those in developed countries
. Hence, levels of volatility in
share price movements may be greater than
can be
experienced in developed economies.
Difficulties may be experienced in trading volumes, which may lead to greater price volatili
ty.
Settlement systems may not facilitate the efficient delivery of stock or cash to
AMLF
I
.


Inflation


A rising rate of inflation will have the effect of reducing the actual value of any gain by an
equivalent amount.


Investment
r
isks


Another risk to which
a

Shareholder
may

subject is the risk

of insolvency

of
an

issuer of the
securities
or

other assets in which
AMLF
I

may invest.
In such circumstances,

the investments made
by
AMLFI
, and consequently the value of the Shares,

may become en
ti
rely worthless.


Investments in foreign and unrecognized or unregulated markets


AMLF
I

may invest in markets that may be subject to regulations which differ from internationally
recognized standards and investments in such markets
may involve an
additional risk.


Investment in
e
xempt
i
nternational
s
chemes or other
u
nregulated
c
ollective
i
nvestment
s
chemes


The Company, through its Funds, may invest in schemes that may not be subject to any form of
authorization or regulatory supervision. Such sche
mes
may

not required to have an independent
custodian or any custodian at all. Therefore, investment in such schemes carries a higher potential
risk and this should be taken into account in any investment decision.



9


Investment in illiquid assets


AMLF
I

may

invest in shares listed on stock exchanges in different countries in Africa and other
assets which may be illiquid. As a result, the spread between bid and offer prices may be significant
and it may be difficult for
AMLF

to deal in any such investments or

to obtain reliable information
about their value or the extent of the risks to which such investments are exposed.


Country Risks


The
funds
of AMLF
I

will be primarily
invested in the Sub Saharan Africa region. Consequently,
the performance of the
portfolio is highly dependent on the overall performance of the econom
y

of
th
e

countries.


In addition, while a number of African countries are economically well diversified, some others are
highly dependent on individual economic sectors, such as mining,
banking, basic materials and
agriculture, which can be subject to sudden and unpredictable developments. This can make
investments in African capital markets more volatile than investments in markets which represent
more diversified economies and which are

therefore less susceptible to unexpected developments in
specific sectors of their economy.


Political Risks


Africa is in the process of democratizing but political risks

in Africa remains relatively high. Some
African countries can be subject to sudden changes in political regime, which can be potentially
destabilizing for capital markets.


Exchange Rate Risks


The attention of p
rospective investors' and shareholders is
dr
awn to exchange rate risk (foreign
exchange risk). Shareholder
s

are

subject to this risk due to the different currencies that may be
involved, i.e. the currency in which Shareholders have purchased the Shares and the currency of the
securities in which
A
MLF
I

invests. Investors' attention is drawn to the fact that there is currently no
fixed exchange rate and the value of currencies therefore constantly changes, depending on market
situations.


Changes in foreign currency exchange rates may adversely affect the value of the
investments made
by AMLF
I

since the value of the currency in some markets, in relation to other currencies, may
decline such that the value of the investment is adversely affe
cted. Furthermore, political instability
in Africa and
the
relative lack of economic diversification
may
impact foreign exchange markets
, as
well as capital marketsm

adversely. Because many African currencies are thinly traded, this
can
make investment in
Africa potentially more volatile than investment in countries with more widely
traded currencies. Hence bid
-
offer spreads for many African currencies remain at relatively high
levels and
AMLF
I

shall have to incur such charges.


Change in law


The effect of any potential changes to any applicable law or regulations, whether before or after this
private offer, cannot be predicted but could also cause actual results
and benefits to differ materially
from those expressed or implied in this document

or any sales or promotional materials.


Currency
h
edging




10

AMLF
I

may issue shares and redeem them

in US dollar, sterling and euros. The base currency of
the Company is US dollar
, but
AMLFI
, or other Funds,

may be denominated in currencies other
than the US

dollar. Accordingly, the
n
et
a
sset
v
alue of
AMLFI

may be affected positively or
negatively by fluctuations in exchange rates, notwithstanding any efforts made to hedge such
fluctuations. In addition, prospective investors whose assets and liabilities are primarily
denominated in currencies other than the
currency denomination of
AMLF
I

in which they
subscribed should take into account the potential risk of loss arising from fluctuations in the rate of
exchange between the currency of their Shares and such other currency. The Company may utilize
derivatives
such as forwards, futures, options and other derivatives to hedge against currency
fluctuations, but there can be no assurance that such hedging transactions will be effective or
beneficial. Any such currency hedge placed by the Company will be for an amou
nt based on the
estimated value of the assets of the relevant
Class
Fund and may thus represent an over or under
hedge of the actual value of the relevant property.



Derivative
a
nd
h
edging
m
echanisms


C
apital markets

in Africa

are relatively unsophisticat
ed and derivative and hedging structures are
virtually non
-
existent. This means that generally it may not be p
ossible to hedge the portfolio
against falling capital markets or exchange rates and this potentially could add to short term
volatility and expos
e investors to short
-
term capital losses.


Research
r
isks


African capital markets are not widely researched by

international stock broking and investment
banking institutions. In addition to its own research analysts, the
i
nvestment
m
anager has appointed
an
i
nvestment
a
dvisor to make up for this deficiency but it remains the case that the 'consensus'
forecasts that apply to securities in more thoroughly researched markets are largely absent in Africa
and investors are therefore advised

that they will be relying on the proprietary research of a single
i
nvestment
m
anager to a greater degree than would be the case with investments in more
mainstream markets.


Liquidity
r
isks


Certain investment positions may be relatively illiquid.
AMLF
I

may invest in securities of
financially troubled companies, illiquid over
-
the
-
counter securities and non
-
publicly traded
securities. Futures positions may be illiquid because, for example, some exchanges limit
fluctuations in certain futures contract pric
es during a single day by regulations referred to as “daily
price fluctuation limits” or “daily limits”. Once the price of a contract for a particular future has
increased or decreased by an amount equal to the daily limit, positions in the future can neit
her be
taken nor liquidated unless traders are willing to effect trades at or within the limit. Similar
occurrences could prevent
AMLF
I

from promptly liquidating unfavourable positions and subject
AMLF
I

to substantial losses. In addition,
AMLF
I

may not be
able to execute futures contract trades
at favourable prices if little trading in the contracts involved is taking place. It is also possible that
an exchange may suspend trading in a particular contract, order immediate liquidation and
settlement of a par
ticular contract, or order that trading in a particular contract be conducted for
liquidation only.


Redemptions


Shareholders may apply to have their Shares redeemed on any redemption
d
ealing
d
ay. However,
the ability of
AMLFI

to meet redemption requests
will depend on the availability of liquidity to
AMLF
I
. This in turn will be affected by the liquidity of the underlying
entities

in which
AMLF
I

may invest. Although investments in certain types of securities may in normal market
circumstances be

liquid; at times and particularly during periods of market turmoil, previously


11

liquid investments may become illiquid. Accordingly, in certain circumstances the
Board

may
decide to utilize their power to defer redemption requests above a certain percentag
e, seek to give
effect to redemptions in specie or from time to time suspend the subscription and redemption of
such Shares.


A prospective investor should realize that should Funds incur substantial losses as a result of their
investment activities, the F
unds may have insufficient monies from which to pay the requested
redemption payment or may be otherwise restricted by any relevant law from completing the
redemption. Sizeable redemptions of Shares may have an adverse impact on the ability of the Funds
to

successfully conduct its business and activities in relation to the portfolio. Redemptions of all
Shares or all Shares of particular Funds may be suspended by the Company in certain
circumstances.


Settlement Risks


The organisation

of settlement systems in African equity markets may be less secure than in
developed markets. Consequently there is a risk that the assets of t
he fund may be in jeopardy
because of defects in the settlement system. While
AMLF
I

will seek to use counterpart
ies whose
financial status is such that the settlement risk is reduced, there can be no certainty that such risks
can be completely eliminated. Furthermore, compensation schemes may be non
-
existent, limited o
r

inadequate to meet the claims
from
AMLFI

in the event of loss due to failures in the settlement
system. Furthermore, due to the local postal and banking systems, no guarantee can be given that all
entitlements attaching to securities acquired by
AMLF
I

(including in relation to dividends) can be
r
ealised. However, none of the Company's service providers or any of their agents makes any
representation or warranty about, or any guarantee of the operation, performance or settlement,
clearing and registration of transactions dealing in such markets.


E
fficient Portfolio Management


AMLFI

may be subject to risks associated with derivative instruments used for efficient portfolio
management. Derivative instruments are considered for these purposes to consist of securities or
other instruments whose value
is derived from or related to the value of some other instrument,
asset, rate or index, and not to include those securities whose payment or principal and/or interest
depends upon cash flows from underlying assets, such as mortgage
-
backed or asset
-
backed
s
ecurities. As such, these instruments may be particularly sensitive to changes in the market value
of the related instruments or assets. In addition, derivative instruments may be particularly sensitive
to changes in prevailing interest rates. Derivative i
nstruments also involve the risk of mispricing
and the risk that changes in the value of the derivative may not correlate perfectly with the
underlying asset, rate or index.


Tax Structure


AMLF
I

invest in asset classes which may be subject to withholding and other taxation in the
jurisdiction in which investment may be made. The incidence of such taxation may have a material
and adverse effect on the return to and/or income received by investors
in
AMLF
I
. Whilst the
Funds reserve the right to invest in certain asset classes in a tax efficient manner, changes in tax
laws and practices as they affect the Funds may affect, reduce or remove any tax advantages
inherent in any structure.


Fees, Expenses

and Charges


Whether or not the Company is profitable,
AMLF
I

is

required to meet certain fixed and ongoing
costs, including, without limitation, start
-
up and organizational expenses, ongoing administrative


12

and operating expenses, management and advisory f
ees, interest and arrangement charges and fees
on borrowing and margin and other payments under derivative and other arrangements.


Forward
-
looking statements


The Listing Particulars may contain statements that are, or may be, forward looking with respec
t to
earnings, dividends and financial conditions, results of operations and business of
AMLF
I

or the
Company
. By their very nature, forward
looking statements involve certain risks and uncertainties
because they relate to events and depend on
circumstances that will occur in the future, some of
which are, or may be, beyond the control

of
AMLFI

or the Company
. No assurance can be given
that the future results or developments covered by such forward
-
looking statements will be
achieved. There are
a number of factors that could cause actual results or developments to differ
materially from those expressed or implied by such forward looking statements.


Custody
r
isks


A custodian has been appointed to provide cash and security custody services to the

Company.
Bankruptcy or fraud of the bank may impair the operational capabilities or the capital position of
the Company and result in losses and the
n
et
a
sset
v
alue of
AMLF
I

to suffer. The Company’s
custodian may not be required to segregate the Company’s assets deposited with them, in which
case the Company’s assets may be subject to the claims of the custodian's general creditors if the
custodian becomes insolvent.


Market
risks


AMLF
I

will invest in shares which are listed on stock exchanges in different countries in Africa. As
a result, the valuation of the assets of
AMLF
I

will be dependent upon the bid and offer prices on
these exchanges, which can be considered illiquid as compared to developed market stock
exchanges.


No guarantee of capital


No capital guarantee is attached to the investment in
AMLF
I
. Investments in sh
ares are volatile by
nature. Past performance should not be seen as a guide for future performance.


Mauritius Related Risks


The Company is required to comply with the provisions of the Financial Services Act 2007, and the
Securities Act 2005 and the
regulations made under those Acts. Consequently, the Company will
have to disclose to the relevant authorities any information which they may require pursuant to
these Acts and further the Company will have to comply with and report any suspicious
transac
tions under the Financial Intelligence and Anti
-
Money Laundering Act 2002.


Pursuant to the Mauritius Companies Act, 2001, the Funds may only make a dividend distribution
to their respective Shareholders if they satisfy the solvency test prescribed by the
Mauritius
Companies Act, 2001. The Funds would satisfy the solvency test when they are able to pay their
debts as they become due in the normal course of business and the value of the Funds assets is
greater than the value of their liabilities. In addition
, the Funds may only pay dividends out of
retained earnings, after having made good any accumulated losses at the beginning of the
accounting period. These limitations may adversely affect the Funds ability to make dividend
distributions to their
respectiv
e Shareholders
.





13



DEFINITIONS


The following definitions apply throughout these Listing Particulars unless the context otherwise
requires:


Act

The Companies Act 2001 or as may subsequently be
amended from time to time or replaced.


Administration
Agreement

The agreement made between the Company and the
Administrator, relating to the appointment and
obligations of the Administrator, as amended from
time to time.


Administrator

Any person, firm or corporation legally appointed to
act as administrato
r of the Company.


Application Documents

A set of documents forming part of the Offer
Documents needed to register an applicant and
process his investment.


Board

The board of Directors of the Company as may be
constituted from time to time.


Business D
ay

Any day (except Saturday and Sunday and such
other day as the
Board

may determine) on which
banks are open for business in Mauritius.



Cash Custodian

Any financial institution legally appointed to act as
cash custodian of the Company.


Cash Custody
Agreement

The agreement between the Cash Custodian and the
Company appointing a Cash Custodian.


Company

IPRO Funds Ltd incorporated on the 26
th

of May
1997 under the Act, holding a Category 1 Global
Business Licence under the Financial Services Act
2007
and authorized to act as a Collective
Investment Scheme by the Financial Services
Commission under the Securities Act 2005.


Company Secretary

Any person, firm or corporation legally appointed to
act as the secretary of the Company.


Connected Person

In
relation to the Distributor, Administrator,
Registrar and Transfer Agent, Investment Manager
or Investment Advisor means:


i.

any company in which the Administrator
and the Investment Manager taken
together, directly or indirectly, beneficially
own twenty per

cent or more of the
ordinary share capital and any company in
which the Administrator, the Transfer
Agent, the Investment Manager and the
Investment Advisor taken together, directly
or indirectly, can exercise twenty per cent


14

or more of the total of the v
otes which can
be exercised; or

ii.

any director or officer of the
Administrator, Transfer Agent and the
Investment Manager or of a connected
person of that company, as defined in (i)
above.


Constitution

The Constitution of the Company as amended from
time
to time.


Dealing Day

The first Business Day following the Valuation Day
or such other day as the
Board

may determine from
time to time as a “Dealing Day”.


Directors

The directors of the Company for the time being, or,
as the case may be, assembled as a

Board or as a
committee of the Board.


Distribution

A distribution by the Company to a shareholder
means:

(i) the direct or indirect transfer of money or
property, other than the Company's own shares, to
or for the benefit of the shareholder or;

(ii) th
e incurring of a debt to or for the benefit of a
shareholder;

in relation to shares held by that shareholder, and
whether by means of a purchase of property, the
redemption or other acquisition of shares, a
distribution of indebtedness, or by some other
m
eans.


Distributor

Any person, firm or corporation legally appointed to
act as distributor of the Shares.


Eligible Introducer Certificate

A certificate drawn in the required form by any
qualified Person certifying that it has ascertained
compliance
with applicable Laws and particularly
with the Code on the Prevention of Money
Laundering and Terrorist Financing issued by the
FSC (and any other applicable code or Laws of
similar aim enforceable in Mauritius);


Exit Fee

A fee payable by Shareholders up
on redemption of
Shares as specified in these Listing Particulars.


Fiscal and Purchase/Sale Charges

All stamp and other duties, taxes, governmental
charges, brokerage, bank charges, transfer fees,
registration fees, placing fee and other duties and
cha
rges, together with such other provision as the
Administrator in its discretion considers should be
made for the costs associated with the acquisition,
purchase, sale or disposal of investments of the
Funds or the creation, issue, sale, exchange or
purchas
e of Shares or in respect of certificates or
otherwise which may have become or may be
payable in respect of or prior to or upon the
occasion of the transaction or dealing in respect of
which such duties and charges are payable but does


15

not include commis
sion payable to agents on sales
and purchases of Shares.



Global Custodian

Any financial institution legally appointed to act as
custodian of the Company.



Investment

Any asset or right of any description the acquisition
of which is authorized by
the Constitution and for
the time being owned by the Company. Where any
such Investment consists of the right to receive
repayment of a loan or deposit, references to
purchasing or acquiring such Investment shall be
taken to include the making of the loan
or deposit or
the taking of an assignment or otherwise acquiring
the right to receive repayment thereof and
references to disposing of or realizing such
Investment shall be taken to include repayment of
the loan or deposit or the making of an assignment
or

otherwise disposing of the right to receive
repayment thereof.


Investment Advisor

Any person, firm or corporation that may, from time
to time be legally appointed to act as investment
advisor to the Investment Manager.



Investment Advisory Agreement

T
he agreement entered into between the Investment
Manager and the Investment Advisor relating to the
appointment and obligations of the Investment
Advisor.


Investment Management Agreement

The agreement entered into between the Company
and the Investment
Manager relating to the
appointment and obligations of the Investment
Manager.


Investment Manager

Any person, firm or corporation legally appointed to
act as investment manager for the Company.


Laws



Listing Particulars



Listing Rules


The laws of
Mauritius and any other applicable laws
and regulations for the time being in force.


This document issued in connection with the
present
application for listing

of shares of the Company
.


The rules governing the listing of securities on the
SEM as amended

from time to time.


Management Share

A share of no par value in the capital of the
Company designated as a Management Share and
having the rights provided for under the
Constitution with respect to such shares.


Mauritius

The Republic of Mauritius.


N
et Asset Value

The aggregate value as at the relevant Valuation
Day of all the assets less all the liabilities comprised
in or attributable
to the Shares

at the Valuation Day.
The calculation of the Net Asset Value shall be
carried out according to the sam
e valuation


16

principles for all purposes, in accordance with
article 9 of the Constitution.


Net Asset Value per Share

The Net Asset Value per Share calculated in
accordance with article 9 of the Constitution.


Offer Documents

A complete set of
informative and detailed
documents which is comprised of the Private
Placement Memorandum, these Listing Particulars
and the Application Documents for subscription in
the Shares.


Person

An individual, a corporation, a company, a
voluntary association, a
partnership, a joint venture,
a limited liability fund, a trustee of a trust, an
unincorporated organization, a government
authority or any other legal entity.


Placing Fee

A fee payable by the investor to the Distributor at a
rate determined by the Distr
ibutor but not exceeding
such threshold rate as specified in these Listing
Particulars.



Redemption Price

The price at which Shares will be redeemed,
calculated in accordance with article14 of the
Constitution.


Restricted Redemption Period

Such period of time as may be determined
by the
Board
, during which the Shareholders shall not be
authorized to redeem their Shares.


Register

The register of Shares to be kept pursuant to the
Act.


Registrar and Transfer Agent

Any person, firm or
corporation legally appointed
by the Company to keep the Register of the
Company and a record of all share transactions


SEM


The Stock Exchange of Mauritius Ltd established
under the repealed Stock Exchange Act 1988.


Share

A non
-
voting redeemable parti
cipating preference
share of no par value of
AMLFI
.


Shareholder

A Person who is registered as the holder of Shares
in the Register for the time being kept by or on
behalf of the Company


Subscription Price

The price at which Shares will be issued, calculated
in accordance with article 12 of the Constitution.


Transfer Agent Agreement

The agreement entered into between the Company
and the Registrar and Transfer Agent relating to the
appointment and obligati
ons of the Registrar and
Transfer Agent




Valuation Day

The first Business Day of each calendar week or
any other day that the
Board

may determine from


17

time to time, as being the day on which the assets of
AMLFI or of the Company

are valued.

CORPORATE
INFORMATION

I. Directory


Directors

Capacity

Nationality

Thierry Hugnin (Chairman)

Non
-
Executive Director

Mauritian

Roger Leung Shin Cheung

Independent Director

Mauritian

Christine Sauzier

Non
-
Executive Director

Mauritian

Stéphane Henry

Non
-
Executive
Director

French

Arnaud Leclézio

Non
-
Executive Director

Mauritian

Bishwarnath Bachun


Non
-
Executive Director

Mauritian

Distributor

Investment Professionals Ltd.

3
rd

Flo
or, Ebene Skies

Rue de l’Institut,

Ebene, Mauritius

Investment Manager

IPRO Fund
Management Ltd.

3
rd

Flo
or, Ebene Skies

Rue de l’Institut,

Ebene, Mauritius



Investment Advisor

IPRO (Botswana) (Proprietary) Limited

Unit 3, Plot 115, Kgale Mews

Gaborone International Finance Park

P/Bag 351, Suite # 472

Gaborone, Botswana


Administrator, Registrar and Transfer Agent

Galileo Portfolio Services Limited

3
rd

Flo
or, Ebene Skies

Rue de l’Institut, Ebene, Mauritius


Management Company & Secretary

Mauritius International Trust Company Limited

4
th

Flo
or, Ebene Skies

Rue de
l’Institut,

Ebene, Mauritius


Reporting Accountants



BDO & Co

Chartered Accountants

10 Frère Félix de Valois Street

Port
-
Louis, Mauritius


Cash Custodians





Standard Chartered Bank (Mauritius) Limited

2nd Floor Ebene House

Left Wing, 33 Cyber
City

Ebene

Mauritius


AfrAsia Bank Ltd.

10, Dr. Ferriere Street

Port Louis

Mauritius



Custodians





Standard Chartered Bank (Mauritius) Limited

2nd Floor Ebene House

Left Wing, 33 Cyber City

EbeneMauritius


Standard Chartered Bank Limited (Mumbai
Branch)

Crescenzo, 3rd Floor, C
-
38/39,

G
-
Block, Bandra Kurla Complex,

Bandra (East), Mumbai 400 051,

India

Registered Office

c/o Mauritius International Trust Company Limited

4
th

Floor, Ebene Skies

Rue de l’Institut

Ebene, Mauritius


Legal Advisor

Vony Ramsamy

Barrister, Law Chambers

5

Unicorn House

5 Royal Street, Port
-
Louis, Mauritius

Compliance Officer

Abax Corporate Services Ltd.

6
th

Floor, Tower A, 1 Cybercity

Ebene, Mauritius



18



2. DESCRIPTION OF THE COMPANY


IPRO Funds Ltd., originally known as
Aim

Cirne Funds Limited, was incorporated on 26
May 1997 as a private company limited by shares under the laws of Mauritius


The Company is registered with the Registrar of Companies of
Mauritius under number
17966/3157 and holds a Category 1 Global Business License issued by the Financial
Services Commission. Following the enactment of the Securities Act 2005 and the
enforcement of the Securities (Collective Investment Schemes and Closed

End Funds)
Regulations 2008, the Company applied to the FSC and was granted approval to operate as
a Collective Investment Scheme and as a Global Scheme.


A Constitution was adopted by the Company following the revocation of its Memorandum
and Articles o
f Association on 17 November 2008 pursuant to section 44 of the Act.


The Company has been converted from a private company to a public company and a
Certificate of Conversion dated 21 January 2013, pursuant to section 268 of the Companies
Act 2001, was re
ceived from the Registrar of Companies of Mauritius.


The Company forms part of the I
PRO

Group of companies which is an integrated financial
services group providing fund and portfolio management services, stockbroking

services
and fund administration services through its subsidiaries.

Group Structure



















55%






40%








5%





















Ciel Investment
Ltd


Management


Investment
Professionals Ltd

Ipro Fund
Management Ltd

100%

Galileo Portfolio
Services Ltd

100%

I
PRO

Stockbroking Ltd

100%

I
PRO

Botswana

100%

I
PRO

Funds Ltd

(a multi
-
class
fund)

Religare Global
Asset Management
Inc




19


The total share capital of the Company is divided into Management Shares of no par value
and the non
-
voting redeemable participating preference Shares.


PROMOTER OF THE COMPANY


The promoter of the Company is Investment Professionals Ltd, with its regis
tered address
being 5
th

Floor, Ebene Skies, Rue de l’Institut, Ebene, Mauritius. Investment Professionals
Ltd was incorporated as a private company on 25th August 1992 with the Registrar of
Companies of the Republic of Mauritius under file number 10443 and

changed its status to
public company on 26th April 2007.


Investment Professionals Ltd is managed by a Board of Directors of 6 members and 2
appointed alternate directors as follows:


Name

Address

Date of
Appointment

Jean
-
Pierre Dalais

King George VI Avenue, Floréal
Mauritius

09 September 1992

P. Arnaud Dalais

Chemin Campement, Floréal,
Mauritius

19 August 1992

Stéphane Henry

Royal Road, Mon Choisy,
Mauritius

23 March 2005

Thierry Hugnin

Casa Andiamo
, Avenue des
Lauriers, Pointe Aux Canonniers
Mauritius

12 January 2004

Gautam Kainth

140 Shivani Appartments, 10
Extension, Plot No. 63, Patparganj
India

13 May 2011

Saurabh Nanavati

B
-
3&4, 535 Meghdoot, Linking
Road, Khar, Mumbai 400052, India

13 May
2011

Jérôme De
Chasteauneuf

Alternate Director to

P. Arnaud Dalais

62, Domaine de Bon Espoir

Piton, Mauritius

30 December 2004

Samila Sivaramen

Alternate Director to

Thierry Hugnin

Azalees Street, Petit Verger

Pointe Aux Sables, Mauritius

28 February

2008


The stated capital of Investment Professionals Ltd is Rs. 10,500,000 divided into 1,050,000
no par value ordinary shares held as follows:


Shareholder





















No. of Shares


% shareholding

Ciel Investment Limited*














582,750








55.5%

Religare Global Asset Management Inc.




420,000








40.0%

Mr. Stéphane Henry



















47,250









4.5%


*
Ciel Investment Limited is a public company listed on the Development and
Enterprise Market of the Stock Exchange of Mauri
tius Ltd.



20


Investment Professionals Ltd received from the Company distribution fees amounting to
USD 157,532 within 2 years preceding the issue of the Listing Particulars.


SUMMARY OF THE PROVISIONS OF THE CONSTITUTION OF THE
COMPANY:




Transactions with
Directors


Subject to the Act and the Constitution, no Director shall be disqualified from office when
contracting with the Company. Any Director contracting or interested in any transaction to
be entered into with the Company shall not be liable to accoun
t to the Company for any
profit realized, but the nature of his interest must be declared, at the meeting of the
Board

at
which the question of entering into the contract or arrangement is first taken into
consideration.




Remuneration of Directors


The
Board

may, by a resolution of the
Board
, fix the remuneration or benefits of the
Directors in respect of services to be rendered in any capacity to the Company.


The
Board

may in addition to such remuneration, grant special remuneration to any
Director who

being called upon shall perform any special or extra services to or at the
request of the Company.




Borrowing powers of Directors


The Directors may exercise all the powers of the Company to borrow money (including the
power to borrow for the purpose of r
edeeming shares) and hypothecate, mortgage, charge
or pledge its undertaking, property, and assets or any part thereof, and to issue debentures,
debenture stock or other securities, whether outright or as collateral security for any debt,
liability or obli
gation of the Company or any third party. The borrowing power is limited to
an amount in aggregate equal to 5% of the Net Asset Value of any borrowing.




Retirement or non
-
retirement of Directors


A Director shall be capable of being appointed or re
-
elected

a Director despite having
attained the age of 60 (sixty) years old and shall not be required to retire by reason of his
having attained that age.




Directors’ qualification shares


A Director need not be a shareholder of the Company but shall be entitled t
o receive notice
of and attend all Special Meetings of the Company.




Dividend




21

Any Dividend declared shall be distributed at such time or times after being declared as the
Board

may determine, save that the distribution date shall, in the case of a final dividend,
be not more than six months after the date of declaration thereof.


All unclaimed Dividends may be invested or otherwise made use of by the Directors for the
benefit of

the Company until claimed.




Transfer of securities


The Board may refuse or delay the transfer of any Share to any person whether an existing
Shareholder, where among others, t
he transfer would impose on the transferee a liability to
the Company and the t
ransferee has not signed the transfer and the Board acting in good
faith decides in its sole discretion that the transfer would not be in the best interests of the
Company and/or any of its Shareholders.




Changes in capital


The Company may increase or red
uce its stated capital, divide, all or any of its share capital
into shares of a larger amount or combine all or any of its share capital into shared of a
smaller amount.




Transferability of shares


There shall be no restrictions on the transfer of fully p
aid shares in the Company and such
shares may be transferred by an instrument in writing in any usual or common form in use
in Mauritius or in any form approved by the
Board
. Section 87(1) of the Act shall apply to
the Company and accordingly the form of t
he instrument of transfer of the shares shall be
in the form as required by Section 24 of the Registration Duty Act of Mauritius, except
where the shares are traded on a securities exchange. Any transfer or documents relating to
or affecting the title to a
ny share must be registered without payment of any fee.


3. TYPES OF SHARES


The share capital of the Company comprises of non
-
voting redeemable participating
preference shares of no par value and Management
Shares of no par value.


10,000 Management Shares have been issued to the Investment Manager; the latter
holding all issued Management Shares and non
-
voting
redeemable participating
preference shares
are offered to investors.


The Company shall not issue b
earer shares.


3.1 Management Shares


Management Shares are issued only to the Investment Manager, the latter holding all
issued Management Shares. No transfer of Management Shares may be executed without
the prior written consent of the
Board
.




22

Manageme
nt Shares shall confer upon the holder thereof a right to cast one vote for each
Management Share at shareholder’s meeting of the Company.


Management Shares shall confer upon the holder thereof in a winding up the rights set
out in article 43 of the Cons
titution and the rights attached to Management Shares shall
otherwise be in accordance with the articles of the Constitution.


3.2
The Shares



The Shares are offered on a private placement basis to investors. The
Board

shall have no
obligation to first offer the Shares to existing Shareholders in order to maintain the
relative voting and distribution rights of the Shareholders.


The Shares shall confer upon the holders thereof the following rights:




a
option

to redeem their Shares

in accordance with the Constitution
;



a preferential right to Distribution of capital or income of
AMLF
I
; and



upon the winding up of the Company, the right to be distributed any assets of
the Company in priority to the holders of Man
agement Shares.


The Shares, designated as non
-
voting shares, shall not confer upon the holders thereof a
right to vote at any meeting of the Company
,
except as provided for in Section 3.4 hereof
(Modification of Rights) and Article 18 of the Constitutio
n.


Each class of Shares shall constitute a fund within the Company. Each
f
und has its own
features and characteristics enabling it to satisfy the demand of prospective investors as
well as existing Shareholders
such f
und.


The Company shall not have powe
r to issue share warrants to bearer.


No commissions, discounts, brokerage or any other special terms were granted within the
2 years immediately preceding the issue of these Listing Particulars, in connection with
any issue or sale of any capital.


AMLF
I
, as other listed funds, is required to disclose all material information to the
market, in order to ensure that investors and Shareholders are fully informed of all
material information of
AMLF
I

that may affect the NAV.


3.3 Evidence of Shareholding


The

Board

of the Company have decided that the Shares of the Company will be issued
in a non
-
certificated form. The Company shall, unless its Shares have been deposited
under a system conducted by a central depository and settlement company approved
under the

Securities (central Depository, Clearing and Settlement) Act 1996, within 28
days after the issue or registration of a transfer of Shares in the Company, as the case may
be, send a share certificate to every holder of those Shares in accordance with Secti
on 97


23

of the Act. A seal or a facsimile thereof, which shall be affixed with the authority of the
Board
.


The ownership of Shares is evidenced by an entry of the Shareholder’s name in the
Register and the issue of a trade confirmation certificate. As per t
he frequency specified
by the applicant in the Application Documents, a statement of shareholding will be issued
by the Registrar and Transfer Agent. Following an initial application, each Shareholder
will be advised of a shareholder account number by the
Registry. This number should be
quoted in all further communications with the Company or any of its
functionaries
.


3.4 Modifications of Class Rights


Subject to the Law, all or any of the special rights for the time being attached to any
Shares may from
time to time be altered or abrogated with the consent in writing of the
holders
of
AMLFI Non
-
Voting Redeemable Participating Preference Shares

detaining not less than
three
-
fourths of the issued Shares
,
or with the sanction of a special resolution passed
at a
separate meeting of the Shareholders . To any such separate meeting all the provisions of
the Constitution as to meetings of shareholders of the Company shall mutatis mutandis
apply,
except

that
(i)
the necessary quorum shall be two
Shareholders
hol
ding or
representing by proxy not less than one
-
third of the issued Shares of the class or (but so
that if at any adjourned meeting of such Shareholders a quorum as above defined is not
present, those Shareholders of the class who are present shall be a
quorum),
and (ii)
every
Shareholder shall be entitled on a poll to one vote for every such Share held by him and
that any Shareholder present in person or by proxy may demand a poll.


The special rights attached to any of
the
Shares having preferential
rights shall (unless
otherwise expressly provided by the conditions of issue of such Shares) be deemed not to
be varied by:
-


(i) the creation, or issue of further Shares ranking pari passu therewith; or

(ii)

by

the creation, or issue of Management Shares; or

(iii)

by the creation, issue or redemption of Shares.


4. GENERAL OBJECTS AND POWERS


The purpose of the Company, amongst others, is mainly to carry on its business as an
investment company. To that
extent the Company’s activities consist of but are not
limited to the following:


a)

to hold and manage, sell and dispose of securities or any other property of any
kind and description for the purpose of making revenue and profit; and


b)

to do all such things
that are incidental or conducive to the attainment of the above
object.




24

The Company is duly authorized by the Commission to act as a Feeder Collective
Investment Scheme and may therefore invest all of its assets in a single collective
investment scheme.


5. DESCRIPTION OF
AMLF

I


5.1 Investment Objectives

AMLF
I

aims to achieve long term capital growth by primarily investing in the most
liquid Sub
-
Saharan African equities that in our opinion are or are expected to be future
leaders in their industry and ind
ustry segment.


5.2 Investment Restrictions


The Company

(including its Funds)

is not allowed under the Constitution to:


(i)

invest in a security of any class in any company or body if any Director or officer
of the Investment Manager owns more than fifteen per cent (15%) of the total
nominal amount of all the issued securities of that class or if the
Board

and
officers of the I
nvestment Manager collectively own more than fifteen per cent
(15%) of those securities; or

(ii)

purchase a security of an issuer where, immediately after the purchase, the
Company would hold more than 10% of a class of securities of that issuer;

(iii)

purchase an illiquid asset if, immediately after the purchase more than 10% of the
net assets of
AMLF
I
, taken at market value at the time of the purchase, would
consist of illiquid assets;

(iii)

invest in futures contracts (other than futures contracts
entered into for hedging
purposes);


(v)

purchase real estate;

(vi)

purchase a mortgage;

(vii)

purchase a security for the purpose of exercising control or management of the
issuer of the security; or

(viii)

purchase or sell a physical commodity, includ
ing precious metals

(vix)

make any investment which would involve the assumption of unlimited liability.



The above investment restrictions are also applicable to
AMLF
I
.


5.3 Investment Practices


The Company shall not:


(i)

borrow

money or provide for the creation of any encumbrance on its assets except
in the two following situations:


(a)

the transaction is a temporary measure to accommodate requests for the
redemption of Shares while the Company effects an orderly liquidation of

its assets, and, after giving effect to the transaction, the outstanding


25

amount of all borrowings of the Company does not exceed 5% of the net
assets of the Company taken at market value at the time of the borrowing;


(b)

the encumbrance secures a claim f
or the fees and expenses of the
custodian or a sub
-
custodian for services rendered in that capacity;


(ii)

subscribe for securities offered by a company under formation;

(iii)

engage

in the business of underwriting or marketing securities of any other issuer;

(iv)

make any loan out of the Company's assets or guarantee securities or obligations
of another person;

(v)

purchase or sell securities other than through market facilities wher
e these
securities are normally bought and sold unless the transaction price approximates
the prevailing market price or is negotiated on an arm’s length basis;

(vi) purchase a security from, or sell a security to, one of the following persons:




the I
nvestment Manager or the Custodian;



an officer of the Investment Manager or the Custodian;



an affiliate of the Investment Manager or the Custodian unless the purchase
from or sale to the affiliateis carried out at arm’s length.


The above investment pract
ices are also applicable to
AMLF
I
.


5.4 Investment Strategy


The Investment Strategy of
AMLF
I

is centered around:


(i)

value through thorough ‘on
-
the
-
ground’ and technical research capabilities

of
the Company and of the Investment Manager
;

(ii)

high

dividend yield (optimized through the exposure to an in
-
house developed
fundamental dividend yield tracker). This strategy has historically supported
alpha generation in relatively young and illiquid markets (Cap drag);

(iii)

investments in high quality Africa
n/multicultural companies which derive a
significant portion of their earnings from the African continent and so
enabling it to participate in the performance of these high growth frontier
markets;

(iv)

‘investability criteria

of an investee company’

which is h
ighly geared towards
most tradable stocks found on the African continent;

(v)

outperform
ing

(before fees and expenses) the performance of the 1
-
month
USD LIBOR + a spread of 4% over a 3
-
5 year period
; and

(vi)

enabl
ing

investors to participate in
the
economic trans
formation
of African
Countries
at a relatively cheap cost and will provide a diversified and less
concentrated exposure than the existing popular African indices.


6. SUBSCRIPTION OF SHARES


6.1 Eligible Investors



26


Each potential investor must
represent and warrant to the Company that, among
st

other
things,
such investor
is able to acquire Shares without violating applicable Laws or the
laws of
the

country of residence (if different) or if a body corporate the laws of the
jurisdiction in which i
t is incorporated or established

of such investor
. The Company will
not knowingly offer or sell Shares to any potential investor to whom such offer or sale
would be unlawful, or to any potential investor who, by investing in the Company, would
commit a bre
ach of the
laws
relating to the prevention of money laundering in his
jurisdiction
of such investor
or in Mauritius.



Pursuant to the Laws relating to the prevention of money laundering
, the Company must
ascertain the identity of the potential investor by

requiring documents as listed in the
“Application Documents”. If the said Application Documents have been channeled
through a financial intermediary (other than the Distributor), that Person shall properly
certify the identity as well as the proof of addr
ess of the applicant by completing an
Eligible Introducer Certificate or in any other manner prescribed by Laws.


Such information shall be collected for compliance reasons only and shall not be
disclosed to unauthorized Persons. In case of refusal by a p
otential investor to provide the
documents required
,

the application for subscription will not be accepted unless the
potential investor has good reasons and produces any such other documentation that will
satisfy the customer due diligence standards of th
e Company.


The Company shall not be bound to register more than four persons as joint holders of
any Share. Shares may be transferred to persons under the age of 18.


6.2 Minimum Subscription and Minimum Holding


6.2.1 Minimum subscription


The minimu
m initial subscription and additional subscriptions per investor shall be US
Dollars
1,000,000
.


6.2.2 Minimum holding

The
Board

may from time to time determine the minimum amount in value or number of
any holding of Shares.


If a redemption results in a S
hareholder’s total holding falling below the minimum
amount in value or number the Shareholder’s entire holding may be compulsorily
redeemed at the
Board
’ discretion.


6.3 Subscription Price



Shares are available for subscription on each Dealing Day at a

subscription price (the
‘Subscription Price’) exclusive of any Placing Fee being a sum ascertained by:




27

(i)

assessing the Net Asset Value as at the Valuation Day;

(ii)

adding such sum as the Administrator considers represents the appropriate
allowance

for Fiscal and Purchase Charges;

(iii)

dividing the amount calculated under paragraph (i) by the number of Shares of
then in issue or deemed to be in issue; and

(iv)

rounding the resultant amount downward to the nearest cent.


6.4 Procedure for Application


Subscriptions for Shares should be made on the Application Documents which should be
received and accepted by
the Registrar and
the Transfer Agent by 5.00 p.m. Mauritian
time five Business Days prior to the Dealing Day in respect of which subscription is
sought (being referred to as “Subscription Notice Day”). If the Application documents
are received on a day which is not a Busine
ss Day, the Subscription Notice Day shall be
the next Business Day.


Settlement may be made by cheque, bank drafts or bank transfers.


Cheques and bank drafts should be made payable to "IPRO Funds Ltd" and in the
currency of denomination of
AMLF
I

in whic
h the applicant wishes to invest. Cheques
drawn in currency other than that of
AMLF
I

in which the applicant wishes to invest will
only be considered once converted into the appropriate currency of
AMLF
I
. For the
purposes of facilitating bank transfers, a b
ank instruction letter (“BIL”) is provided with
the Application Documents for the convenience of applicants.


C
leared subscription monies

of an applicant

must reach the relevant subscription monies
bank account held by the Company for value on or before t
he Subscription Notice Day. If
the Subscription Notice Day is not a Business Day, cleared monies must be received on
the next Business Day.


If either
the
Application Documents or cleared subscription monies
of an applicant
are
received after the Subscript
ion Notice Day, the investment shall be deferred to the next
Dealing Day at the Subscription Price applicable on that Dealing Day.


Applications for subscriptions shall be irrevocable
. Applicants shall not therefore be
entitled to withdraw subscription req
uests once accepted by the
Registrar and
Transfer
Agent.


Applicants
will
be informed in writing by the

Registrar and

Transfer Agent once their
applications have been accepted and their subscription monies received in the relevant
subscription monies bank
account held by the Company. Applicants will be advised by