Diaspora Fund Fund Prospectus

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Page Definitions…………………………………………………………………………………………………………………………………… ……………. 2 Abridged Timetable………………………………………………………………………………………………………………. ……………………3 The Offer…………………………………………………………………………………………………………………………………………… ………. 4 Summary of the Offer………………………………………………………………………………………………………………………………..5 Manager, Trustees and Parties to the Fund…………………………………………………………………………………………….. The 7

Fund…………………………………………………………………………………………………………………………………… ……………… 9 • History & Prospects of the Scheme……………………………………………………………………….. ………………………………… 9 • Investment Objectives……………………………………………………………………………………………………………………………. 9 • The Fund……………………………………………………………………………………………………………………………………… ………. 9 • Investors Profile…………………………………………………………………………………………………………………………………….. 9 • Management & Financial Advisory Committee…………………………………………………………………………………………… 9 • Dividend/Guarantees………………………………………………………………………………………………………………… ……………. 9 • Yield/Internal Rate of Return…………………………………………………………………………………………………………………… 9 • Investment Outlets………………………………………………………………………………………………………………………………… 9 • Project Group Allocation………………………………………………………………………………………………………………………… 10 • Investment Policy…………………………………………………………………………………………………………………………………. 10 • Cost of the Fund…………………………………………………………………………………………………………………………………… 10 • Subscription to the Fund…………………………………………………………………………………………………………………………10 • Tax Considerations………………………………………………………………………………………………………………………… ……… 11 • Potential Risks………………………………………………………………………………………………………………………………………. 11 • Certificate of Unit Holding …………………………………………………………………………………………………………………….. 11 • Redemptions………………………………………………………………………………………………………. ………………………………. .11 • Calculation of Net Asset Value……………………………………………………………………………….. ……………………………… 12 • Temporary Suspension of Valuation………………………………………………………………………….. …………………………… 12 • Unit Holder’s Meetings and Reports………………………………………………………………………………………………………… 12 Profit Forecast……………………………………………………………………………………………………………………………………… …… 13 • Letter from the Reporting Accountants……………………………………………………………….…………. ……………………….. 13 • Income & Expenditure Accounts…………………………………………………………………….. ……………………………………...14 • Bases & Assumptions…………………………………………………………………………………………………………………………….. 15 The Nigerian Oil & Gas Sector………….…………………………………………………………………….. ……………………………….. 16

NIGERIA DIASPORA GROWTH FUND

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CONTENTS
• • • • • • •
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Niger Delta: Nigeria Oil & Gas Hub……………………………………………………………………….. ……………………………….. 16 Port Activities…………………………………………………………………………………………………………….. ………………………… 16 Crude Oil Terminals……………………………………………………………………………………………………….. …………………….. 16 The Enabling Environment…………………………………………………………………………………. …………………………………. 16 The Market…………………………………………………………………………………….. …………………………………………………… 17 Platform and Field Locations……………………………………………………………………………………………………………………18 Competition …………………………………………………………………………………….. …………………………………………………. 18

The Sponsor/Fund Manager………………………………………………………………………………………………………………………19 • DVCF Oil & Gas Plc………………………………………………………………………………………………………….. ………………….. .19 • Business Strategy………………………………………………………………………………………………………………………………….. 19 • Project Profile……………………………………………………………………………………………………………………………………… ..20 • Ten Months Management Account…………………………………………………………………………………………………………..24 • Directors of the Fund Manager…………………………………………………………………………………………………………….. ..25 • Profile of the Manager’s Executive Management………………………………………………………………………………….. ….26 • The Fund Management Team………………………………………………………………………………………….. …………………….27 • Duties of the Fund Manager………………………………………………………………………………………..….. ……………………..27 The Trustees……………………………………………………………………………………………………………………. ……………………….28 • First Trustees Nigeria Limited [Background Information]…………………………………………………... ……………………..28 • Product/Services……………………………………………………………………………………………………………. ……………………..28 • Experience……………………………………………………………………………………………………………………. ……………………..28 • Market Exposure………………………………………………………………………………………………………………………………… …28 • Directors Profile…………………………………………………………………………………………………………………………………… .28 • Five –Year Financial Summary………………………………………………………………………………………………………………….29 Statutory & General Information…………………………………………………………………………………………………………….. 30 • Material Contracts………………………………………………………………………………………………………………………………… 30 • Claims & Litigations………………………………………………………………………………………………………………………………. 30 • Indebtedness……………………………………………………………………………. ………………………………………………………….30 • Consents………………………………………………………………………………………………………………………………… …………… 30 • Documents for inspection………………………………………………………………………………………………………………………. 30 • Fees and Charges…………………………………………………………………………………………………………………………………. 30 • Extracts of the Trust Deed…………………………………………………………………………………………………………………….. 31 Procedure for Application and Allotment……………………………………………………………………………… 37

Receiving Agents……………………………………………………………………………………………………………………………………... 38 Application Form……………………………………………………………………………………………………………………………………… 39

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CONTENTS

Instruction for completing the application form…………………………………………………………………….. 40

NIGERIA DIASPORA GROWTH FUND

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DEFINITIONS
Unless the content otherwise suggest, the following meanings shall apply throughout this Prospectus:

“The Fund” “Fund Manager/Sponsor” “NDGF” “Fidelity” “Bid Price”.

Nigeria Diaspora Growth Fund (NDGF) Fidelity Bank Plc Nigeria Diaspora Growth Fund (NDGF) Fidelity Bank Plc means the price on the most recent Valuation Day, at which a Unit of the Fund shall be bought by the Manager and shall be calculated in respect of the assets of the Fund in accordance with SEC stipulated valuation methods, being the summation of (1) to (6) less (7) to (9) below, divided by the number of Units Outstanding rounding off. 1. ADD Total market value of securities based on the Daily Official List of The Exchange as at date of valuation (highest Market Bid Price) 2. 3. 4. 5. 6. Actual cost of investment in unquoted companies Estimate of capital appreciation for unquoted companies; Un-invested cash; Undistributed income to date less expenses; Total value of money market instrument;

LESS

7. Stamp duties; 8. Brokerage fees; and 9. SEC/CSCS fees. Value per Unit = 1plus (2-6) minus (7-9) Total No. Of Units “Offer Price” “Accumulation Unit” The price at which an investor would purchase a Unit in the Fund after the initial offering period. A Unit in respect of which income is to be accumulated (re-invested) and which represents such number (including fractions) of undivided units in the Deposited Property as may from time to time apply. A Unit in respect of which income distributions are to be made and which represents one undivided unit in the Deposited Property. Any person or body corporate registered as a holder of Units of the Fund including persons registered as joint holders. Any day (except Saturdays, and public holidays) on which banks are open for business in Nigeria. All assets of the fund including cash for the time being held or deemed to be held upon the trust of this deed and all the amount for the time being standing to the credit of the trading accounts and expense accounts The Government of the Federal Republic of Nigeria. The value of all assets of the Fund less all liabilities attributable to the calculated as set out under “Calculation of Net Asset Value” on page 14. A charge not more than 5% (or such other rate as may from time to time, with approval of the SEC, be provided in any deed supplemental hereto) of the price at which the unit is issued or sold. The Securities & Exchange Commission The Nigerian Stock Exchange A statement issued in lieu of a certificate(s) by the Registrar to a Unit holder confirming the number of Units registered in the name of such a Unit holder First Trustees Nigeria Limited the provisions of this deed and any document supplemental hereto executed in pursuance hereof First Registrars Nigeria Limited The last business day of each week on which the Net Asset Value the Fund is determined. Twelve calendar months beginning July 1 and ending June 30.

“Income Unit” “Unit holder” “Business Day” “Deposited Property”

“The Government” “Net Asset Value” or “NAV” Fund “Sales Charge”

“SEC” or “the Commission” “NSE” or “the Exchange” “Statement of Unit holding”

“the Trustees” “the Trust Deed” or “the Registrar” “Valuation Date” of “Financial Year”

DEFINITIONS

Timetable

ACTIVITY Completion Board Meeting Submission of Prospectus to SEC Clearance of Opening of the Issue by SEC Application List Opens Application List Closes Banks and Stockbrokers submit returns Registrars make returns Submit Allotment proposal to SEC SEC approves allotment Remittance of Issue Proceeds Allotment announcement Return of rejected applications Despatch of Unit Certificates

RESPONSIBLE PARTY All Parties Fidelity Bank Plc Fidelity Bank Plc All Parties All Parties Agents and Brokers First Registrars Nigeria Limited Fidelity Bank Plc Fidelity Bank Plc Fidelity Bank Plc Fidelity Bank Plc Fidelity Bank Plc First Registrars Nigeria Limited

DATE

THE OFFER
A copy of this Prospectus together with the documents available for inspection specified herein having been approved by the Trustees has been delivered to the Securities and Exchange Commission (“the Commission”) for clearance and registration. This Prospectus is issued in compliance with the requirements of the Investments & Securities Act Cap I24 Laws of the Federation of Nigeria 2004, the Rules and Regulations of the Commission and the Listing requirements of The Exchange and for the purpose of giving information to the public with regard to the offer for subscription of 500,000,000 units in the Nigeria Diaspora Growth Fund. The Fund has been authorized and registered by SEC as a Unit Trust Scheme The Directors of the Manager collectively and individually accept full responsibility for the accuracy of the information given and confirm, having made reasonable enquiries that to the best of their knowledge and belief, there are no material facts the omission of which would make any statement contained herein misleading or untrue. An Application will be made to the Council of The Nigerian Stock Exchange (“The Exchange”) for the admission of the Units to the Memorandum List of The Exchange on MEMORANDUM QUOTATION basis. Upon admission, the Units will qualify as securities in which Trustees can invest under the Trustee Investment Act Cap T22, LFN 2004 and also as securities in which Pension and Provident funds can invest.

On behalf of

Nigeria Diaspora Growth Fund
(Authorised and Registered in Nigeria and UK as Unit Trust Scheme)

Offers for subscription and is authorised to receive applications for

500,000,000 Units of $1.00 each at $1.05 with an initial closing of 50,000,000 units
At par Payable in full on Application Authorised Units Units Now being Offered Indebtedness : : 500,000,0000 units of $1.00 each 50,000,000 units of $1.00 each at par

: As at the date of this Prospectus, the Fund Manager does not have any outstanding loans, mortgages, charges or other indebtedness except in the ordinary course of business.

The Application List for the 50,000,000,000 Units now being offered will open at 8.00 am on xxxxxxxxxx and close at 5 p.m on xxxxxxxx xxxxxxxx x, xxxx.

SUMMARY

OF THE

OFFER CONT’D

The Offer The Fund

: :

50,000,000 Units of $1.00 at $1.05 per unit It is a Unit Trust Fund to be managed from Nigeria and designed to pool funds together from Nigerian investors in Diaspora and invested in Private Equity, Real Estate, Money Market and Capital Market in Nigeria. : It is an open-ended specialized unit trust scheme designed specifically for investment in Private Equity, Real Estate, Money Market and Capital Market within Nigeria. : : Individuals, PFAs, resident outside Nigeria. $1.05 US per Unit : 1,000 units at $1.00 per unit and in multiples of 100 units Trustees and institutional investors

Nature of the Fund

Target Investors Offer Price Minimum Subscription thereafter. Payment Preferential Allotment :

In full on application. : The Sponsor Fidelity Bank Plc has been allotted 10% of the Offer amounting to $5 million. This is in compliance with current regulations issued by the Commission that promoters of unit trust schemes in Nigeria subscribe to a minimum of 10% of the initial issue of such schemes. In the likely occurrence of over subscription, the units be fully absorbed and allotted.

Over Subscription involved will Redemption

:

: On any working day of the week. Redemption payments will be made 5 business days after the relevant Valuation Date at the Net Asset Value ruling on the Valuation Date following the date of receipt of the Redemption Notice. : : : Fidelity Bank Plc Fidelity Bank Plc First Trustees Nigeria Limited : : First Registrars Nigeria Limited

Fund Manager/Issuer/ Sponsor Issuing House Trustees to the Fund Registrar to the Fund Receiving Bank Quotation

Fidelity Bank Plc : An application will be made to the Council of The Exchange for the admission of the 500,000,000 Units being offered for subscription to its Memorandum List at the conclusion of the offer. : The Units qualify as securities in which Trustees may invest under the Trustee Investments Act Cap T22 Laws of the Federation of Nigeria 2004.

Status

SUMMARY

OF THE

OFFER CONT’D

SUMMARY

OF THE

OFFER CONT’D

FUND MANAGER

Fidelity Bank Plc 2, Kofo Abayomi Street Victoria Island – Lagos OF THE Directors of Fidelity Bank Plc are: Chief Christopher Eze Mr. Reginald Ihejiahi Executive Mr. Willie Obiano Director Mr. Abdul-Rahman Esene Director Mr. I K Mbagwu Maj. General M. Magoro Chairman Managing/Chief Executive Executive

DIRECTORS MANAGER:

Executive Director Director Director

Rear Adm Godwin Ndubusi Kanu Dim Elias E. Nwosu -

Director Director Director

Mrs. Bessie Nkechinyere Ejeckam Mr. Nnamdi i. Orji Mallam Umar Yahaya Mr. Bismarck Jemide Rewane -

Director Director Director Director

Senator Stephen Obekpa Lawani COMPANY SECRETARY: Nze (Dr) Clement Obineze Maduako Chijioke Ugochukwu 2 Kofo Abayomi Street Victoria Island – Lagos Fidelity Bank Plc 2, Kofo Abayomi Street Victoria Island – Lagos First Trustees Nigeria Ltd AG. Leventis Building, 2nd Floor, 42/43 Marina Lagos. Templars Barristers & Solicitors The Octagon, 14 Floor 13A, A1 Marinho Drive Victoria Island – Lagos Fidelity Union Securities Ltd 26, Adeola Hopewell Street Victoria Island – Lagos REPORTING ACCOUNTANTS:

ISSUING HOUSE:

TRUSTEE:

SOLICITORS TRUSTEE:

TO

THE

STOCKBROKERS OFFER:

TO

THE

SUMMARY

OF THE

OFFER CONT’D
Akintola Williams Delloite Church House (Ground Floor) 29 Marina, Lagos.

SOLICITORS TO THE FUND: Templars Barristers & Solicitors The Octagon, 14 Floor 13A, A1 Marinho Drive Victoria Island – Lagos First Registrars Nigeria Limited 2, Abebe Village Road Iganmu – Lagos RECEIVING BANK: Fidelity Bank Plc Plc 2, Kofo Abayomi Street Victoria Island – Lagos

REGISTRARS TO THE FUND:

THE FUND
The Fund The Nigeria Diaspora Growth Fund (The Fund) is constituted by a Trust Deed dated April 3, 2007 in favour of First Trustees Nigeria Ltd as Trustees, duly authorized and registered in Nigeria as a unit trust scheme. The fund is an open-ended, specialised fund designed to attract investment by Nigerians in Diaspora. The Fund is being offered for subscription in registered units of 1000 and in multiples of 500 thereafter. Investors’ Profile The Fund is specially designed to pull funds under a unit trust scheme arrangement from Diaspora Nigerian for investment in Private Equity, Real Estate, Money Market and Capital Market in Nigeria. All the investment will be domiciled in Nigeria. Proposed Portfolio Structure of Fund To ensure attainment of optimal returns on investment, the structure of the fund is as follows: o Private Equity 15% - 20% o Bond 5% - 10% o Capital Market 50% - 60% o Money Market 15% - 25% o Real Estate 10% - 25% All investments shall be domiciled in Nigeria. High Growth and Dividend Prospects NDGF combines the attractiveness of high annual dividend payments with capital growth in the scheme’s investment thus making it possible for our unit holders to “eat their cake and have it”. We project an annual dividend yield of 20%. Quotation The fund is to be priced in US Dollars (US$) with conversion ratio mentioned on all pricing platform. Price would be displayed on the fund’s website and Fidelity Bank Plc’s website on a daily basis. Investment Objectives The investment objective of the Fund is to maximise returns on capital employed. In addition, the Fund seeks to maintain a balance between realised income and capital growth to ensure regular dividend payment and continuous appreciation in asset values while ensuring safety of invested funds and adequate liquidity to meet the Fund’s obligations as they fall due. Investment Policy The Fund Manager will achieve the investment objective of the Fund as mentioned above by adopting an investment policy that balances the risks with returns. Subject to the provisions of the Trust Deed, the regulatory framework of Securities and Exchange Commission and within the context of the Nigerian legal system, the scheme’s investment policy is to build up a balanced portfolio of investments. The portfolio constitutes assets ranging from high quality, short term money market instruments, Private Equity Investment, Real Estate and long-term capital market securities listed on any authorized Stock Exchange in Nigeria. Strategic Features of the Fund High Growth and Dividend Prospects NDGF combines the attractiveness of annual dividend payments with capital growth in the scheme’s investment thus making it possible for our unit holders to “eat their cake and have it”. That is to say, while you earn actual cash dividend to meet your immediate liquidity needs, the assets in the portfolio accrue income realizable in the future for the benefit of unit holders. Flexibility NDGF offers its unit holders the flexibility of choice between enjoying cash dividends, as mentioned above, and reinvesting the dividend due. This is accomplished through making available to unit holders two types of units, namely “Accumulation” and “Income”. Income unit holders receive cash dividend while accumulation holders have their dividends converted to new units at the bid value. There is also provision for Unit Holders to switch from “Accumulation” to “Income” units at their convenience.

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THE FUND
Diversification The scheme operates a diversified portfolio of investment spanning a broad spectrum of profitable investment outlets in the Nigerian financial markets. These outlets are usually subjected to thorough analysis prior to investment and constant monitoring thereafter, to ensure safety and reduce the risk of loss. Free Entry and Exit Both entry into and exit from the scheme are at the option of the investor. Unit Holders can apply for the redemption of their units at their convenience and the managers are bound to pay the investor the net asset value of the outstanding units. Quotation The Fund’s price is quoted on the Stock Exchange on Memorandum Basis. This enables unit holders to ascertain the value of their investments and potential investors to determine the ruling price at each point in time. Investment Incentives With a large pool of investible funds, NDGF seeks to maximise returns to the unitholders by exploring and exploiting investment opportunities which may not ordinarily be feasible to a single investor. MANAGEMENT AND ADVISORY SERVICES The Fund Mangers shall be responsible for the day-to-day management of the fund. The responsibility of the Fund Managers, amongst others is to make investment decisions on behalf of the Fund as well as structure the investment portfolio in accordance with the pre-set objectives of the fund within the context of the provisions of the Trust Deed and taking into consideration the macro-economic, regulatory and investment climate. The Fund’s objectives, investment policies and restrictions, are subject to the approval of the Trustees. The quality of investment decisions will always remain of the highest integrity to ensure safety of investments and reasonable return on investment YIELD/INTERNAL RATE OF RETURN OF THE FUND The yield/expected internal rate of return of the Fund is 20%. Investment Incentives With a large pool of investible funds, NDGF seeks to maximise returns to the Unit holders by exploring and exploiting investment opportunities, which may not ordinarily be feasible to a single investor. Investment outlets would be carefully analysed to ensure that, while aiming to achieve high returns, funds are invested in safe assets. NDGF recognises that an average investor seeks to put his money where annual income and growth are assured and that, while some investors prefer growth to income, others choose the reverse. These two groups are borne in mind in NDGF’s portfolio configuration. Unit holders Accumulation & Income Units The units are to be subdivided into two classes to separate unit holders with a preference for annual cash dividend from those who prefer capital growth. Prospective unit holders will thus have the option, on subscription, of choosing between “Income” units and “Accumulation” units. Dividend declared at the end of the year will be distributed to “income” unit holders in cash (dividend warrants), while “Accumulation” unit holders will have their dividends automatically reinvested and their accounts credited with the equivalent number of units. Subsequently, certificates representing the appropriate number of units will be issued to them in lieu of dividend warrants. 16. Management Fees Two types of fees are proposed for the Fund: sales/initial charge and annual charge or management fee. The sales charge or initial charge will be a part of the unit price payable by the unit holder on subscription. The proceeds are to be applied in offsetting initial issue expenses, which includes Issuing House fees, professional parties fees, Trust Deed preparation expenses, brokerage,

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
advertising and publicity expenses, SEC and NSE fees. Subject to SEC approval, we propose an initial charge of 5%. The management fee is remuneration to the managers for their function as portfolio managers, having regard to the financial and human resources committed to the running of the fund. Subject to SEC approval, we propose a fee of 0.83% per month or 10% per annum on gross income of the fund, payable monthly. 17. Target Investors The fund is open for subscription by individuals, pension funds, institutional investors, corporate bodies, societies especially Diaspora Nigerians. Arrangements will be made by the Fund Manger to facilitate the remittance of dividends and proceeds of divestment to non-resident Unit holders. 18. Investment Restrictions Investment of the Fund assets will be subject to the restrictions as set out in the Trust Deed and such further restrictions as may be determined by the Trustees from time to time. Currently, the Fund is subject to the restrictions stipulated in the Trust Deed, which are set out below. The Managers and any company, which is a subsidiary of the Managers, shall: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) Neither deal nor retain any underlying securities of any company in which any of its individual officers are the beneficial owners each of more than 12% or collectively of more than 5% of the securities of such company. Not invest any part of the held assets in any authorised Unit Trusts to which the Managers act as manager thereof. Not carry out any transaction that exposes any part of the held assets to unlimited liabilities or results in the said assets being encumbered in any way. Not invest more than 40% of the held assets in the shares or debentures of issuers in any one industry. Not invest any part of the held assets in the equity of any company if such investment shall result in more than 10% of the company’s paid up capital carrying voting right being held. Not invest more than 15% of the held assets in securities issued by one company or group of companies. Not invest more than 10% of the held assets in privately placed debentures, securities, debts and other unquoted instruments. Not invest in any securities that are not transferable.

19. Foreign Investors Under the Nigerian Investment Promotion Commission Act, 1995 foreign investors have been granted equal opportunities like their local counterparts for investing in Nigeria. Foreign investors are thus very competent and qualified to invest in the Fund. The Foreign Exchange (Monitoring & Miscellaneous Provisions) Act, 1995 stipulates the following guidelines for foreigners to invest in Nigeria. ⇒ ⇒ ⇒ Foreign investors are to remit money to authorised banks and dealers accounts with CBN by telex or telegraphic transfer. The authorised Bank/Dealer will issue foreign investors with a certificate of capital importation. The Certificate enables the investors to subsequently repatriate in a freely convertible currency the dividends and other proceeds from the investment.

Foreign investors are advised to fill the application form and make payments in United States Dollars into the accounts of Fidelity Bank Plc in the banks mentioned hereunder, in favour of Nigeria International Growth Fund: 1. Citibank N.A. (A/C No.3611-5264) 111, Wall Street New York, N.Y. 10043 Citibank N.A. (A/C No. 8073295) P.O. Box 242 336 Strand London, WCR IHB, England.

2.

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THE FUND
Prospective investors are expected to request their transferring bank to advise our Correspondent Bank who will in turn advise Fidelity Bank Plc by tested telex stating full details of the transfer/transferor. 20. Risk Factors All investments involve certain risks occasioned by the uncertainty and unpredictability of the future. The performance of the Fund will thus be subject, among other things, to the pursuance of political/economic stability and sustainable economic growth and development by the Government. The Fund Manager has no control over these conditions, except that it shares the optimism currently being generated by the nascent democracy in Nigeria and the desire of the present civilian Government to create a conducive atmosphere for economic growth and development. Accordingly, investment in the Fund is only suitable for discerning investors who are conversant with the investment climate in Nigeria and the risks of investing in the stock and financial markets. Such risks include stock market risk, credit risk, exchange risk and interest rate risk. Prospective investors are therefore advised to consider those risk factors in determining whether to invest in the Fund. Although, the Fund Manager will exercise all necessary care and precautionary steps in investing the Fund’s money, it does not guarantee that such objective will be attained. 21. Taxation The fund’s income shall be subject to income tax. However, tax on dividend and interest incomes shall be limited to withholding tax at source (currently 10%). Such incomes shall be treated as franked investment incomes and shall not suffer further tax, as the withholding tax, in line with government regulations, is deemed final. The Fund is also not subject to capital gains tax and dividend received by unit holders is not subject to further tax. Prospective investors, especially foreigners who are in doubt as to the tax and exchange control implications of investing in the Fund, are advised to consult their tax/finance consultants. 22. Subscriptions and Redemption Subscriptions At the close of the initial Offer period, subsequent applications for subscription should be forwarded to the Fund Manager at 2, Kofo Abayomi Street, Victoria Island, Lagos, Nigeria or to the Branch Manager in any of Fidelity Bank Plc ‘s branches listed on page ________ of this prospectus.

i)

For foreign investors: Please see Paragraph 19 Application forms are obtainable from the Fund Manager and at the addresses stated above. Purchases of Units after the initial offer period will be at the Offer Price on the Valuation Date preceding the day on which the Manager receives value. The Offer Price will be a sum ascertained by: (i) calculating the Net Asset Value of the Fund on the relevant Valuation Date (see calculation of Net Asset Value below); (ii) subtracting from the Net Asset Value such amounts as the Trustee considers represent the appropriate provision for duties and charges, which would be incurred on the assumption that all the investments of the Fund are being acquired on the Valuation Date; (iii) dividing the resulting sum by the number of Units outstanding in the Fund; and (iv) rounding the resultant amount upward to the nearest kobo. In addition, a sales charge of up to 5% (or such other rate as may from time to time be approved by the Commission) of the price at which a Unit is issued or sold shall be paid by prospective investors. Certificate of Unit holding Every Unit holder shall be entitled to receive one certificate for the number of Units bought by him while joint Unit holders shall be entitled to only one certificate in respect of the Units held jointly by them. However, certificate of a joint holding shall be delivered to the joint holder whose name first appears on the Register. Certificates will be jointly signed by the representatives of the Trustees

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
and Managers and shall bear their respective seals. Certificates of Unit holding shall be despatched to the Unit holders by the Registrar after sealing and signing by the Trustees and Managers. The Fund Manager reserves the right to reject any application for subscription in whole or in part. All irregular applications will be rejected. The Registrar will allocate a Unit holder reference number to each new investor. Unit holders are requested to quote their Unit holder reference number in any correspondence with the Registrar or Trustee and particularly when making further applications for subscriptions or redemption. Valuation of the Units The valuation of the Units shall be done at the close of each business day or such other period which the Manager may advise from time to time, based on a formula approved by SEC from time to time. The Fund Manager will advise the prices of the Fund after the valuation. The current formula approved by SEC is as follows: Bid Price Total market value of securities based on the Daily Official List of The Exchange as at date of valuation (highest Market Bid Price) ADD 1. Actual cost of investment in unquoted companies 2. Estimate of capital appreciation for unquoted companies 3. Un-invested cash 4. Undistributed income to date less expenses 5. Total value of money market instruments LESS 6. 7. 8. Stamp Duties Brokerage Fee SEC/CSCS Fees

Value per Unit = 1 plus (2-6) minus (7-9) Total No. Of Units Offer Price 1. Total market value of securities based on the Daily Official List of The Exchange at the date of valuation (Lowest Market Offer Price) ADD 2. Stamp Duties 3. Brokerage Fee 4. SEC Fee 5. Actual Cost of investment in unquoted companies 6. Estimate of capital appreciation for unquoted companies 7. Un-invested cash 8. Undistributed income to date less expenses 9. Total value of market instruments 10. Managers initial charge Value per Unit = summation of (1) plus (2- !0) No. Of Units Sold 23. Calculation of Net Asset Value The Net Asset Value of the Fund shall be calculated by the Fund Manager on a weekly basis and shall be the value of all the assets less all the liabilities attributable to the Fund. Each date as of which the Net Asset Value of the Fund is calculated is referred to herein as a “Valuation Date”. The assets of the Fund shall be deemed to include, inter alia, all cash in hand, on loan or on deposit, all bills, demand notes, promissory notes, all bonds, Units, and securities owned by the Fund, all stock and cash dividends and cash contributions to be received by the Fund and not yet received by it but declared and payable on a date on or before the Valuation Date as of which the Net Asset Value of the Fund is being calculated, all expenses of the Fund so far as they have not been written off and all other assets of the Fund of every kind and nature including prepaid expenses. Securities traded on a stock exchange, capital trade point or on any other regulated market are generally valued at the last traded price quoted on the relevant exchange or market on or before the date preceding the relevant Valuation Date. Unlisted securities (other than equities), for which there is an ascertainable market value will be valued generally at the last known price dealt on the

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
market on which the securities are traded Date, and unlisted securities (other than value, will be valued at cost plus interest Valuation Date plus or minus the premium life of the security. on or before the day preceding the relevant Valuation equities), for which there is no ascertainable market (if any) accrued from purchase to (but excluding) the or discount (if any) from par value written off over the

Any value otherwise than in Nigerian Naira shall be converted at the prevailing market exchange rate. The Fund Manager may, in its absolute discretion, permit some other method of valuation to be used if it considers that such valuation better reflects fair value. The Fund Manager may rely upon the opinions of any person who appears to it to value assets by reason of any appropriate qualification or experience. Where at the time of valuation, any asset has been realised or contracted to be realised there shall be included in the assets, in place of such assets, the net amount receivable in respect thereof. The liabilities of the Fund shall be deemed to include all its liabilities and such provisions and allowances for contingencies (including tax) payable by the Fund, but not liabilities represented by its Units. Redemption Unit holders desiring to have their holdings redeemed will be allowed to do so after the expiration of 91 days following the commencement of operations. Any request for redemption of Units must be submitted to the Fund Manager or Trustee at least 24 hours prior to the relevant Valuation Date in order to be dealt with on such Valuation Date. Redemption payments will normally be made 5 (five) business days after the relevant Valuation Date at the Net Asset Value as at the Valuation Date following the date of receipt of the Redemption Notice. Redemption forms are available upon request from the Fund Manager or Trustee. The minimum holding in the Fund is 10,000 Units. A request for redemption shall not be honoured if such redemption will reduce the total number of Units held to below 10,000 Units unless the Unit holder is redeeming his entire holding in the Fund. The Bid Price is ascertained by: (i) (ii) calculating the Net Asset Value of the Fund as at the relevant Valuation Date (details below). Subtracting from the Net Asset Value such sum as the Fund Manager considers represents the appropriate provision for duties and charges which would be incurred on the assumption that all investments of the Fund are being realised on the relevant Valuation Date; Dividing the resulting sum by the number of Units outstanding in the Fund; and Rounding the resultant amount to the nearest kobo.

(iii) (iv)

Redemption will be settled 5 (five) business days after the relevant Valuation Date allowing time, however, for the Fund Manager to sell a corresponding portion of the Fund. Redemption proceeds will be credited to the Unit holder at the Unit holder’s risk. The amount due may be paid in accordance with any redemption instructions to the person concerned against provision of adequate identification. The Fund will use all reasonable means to secure payment within 5 (five) business days after the relevant Valuation Date. This period for payment of the redemption proceeds reflects the time involved in settling the underlying sales by the Fund Manager on behalf of the Fund. Redemption requests by Unit holders will be irrevocable except with the consent of the Fund Manager. 24. Temporary Suspension of Valuation The Trustee is empowered to suspend the calculation of the Net Asset Value of the Fund and may do so in any of the following events: (i) when The Exchange or markets which provide the basis for valuing any of the assets of the Fund are closed other than for or during public holidays or if dealings therein are restricted or suspended; or

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
(ii) when, as a result of political, economic, military or monetary events or any circumstances outside the control, responsibility and power of the Trustee, disposal of the assets of the Fund is not reasonably practicable without being seriously detrimental to Unit holders’ interests or if, in the opinion of the Fund Manager, a fair price cannot be calculated for the assets of the Fund; or in the case of a breakdown of the means of communication normally used for the valuing of any investment of the Fund or if for any reason the value of any asset of the Fund may not be determined as rapidly and accurately as required; or if, as a result of exchange restrictions or other restrictions affecting the transfer of funds, transactions on behalf of the Fund are rendered impracticable or if purchases, sales, deposits and withdrawals of the Fund’s assets cannot be effected at the normal rates of exchange.

(iii) (iv)

The Fund Manager shall have the right to postpone any Valuation Date to the next business day if in its opinion, a significant proportion of the assets of the Fund cannot be valued on an equitable basis and such difficulty is expected to be overcome within one business day. Each declaration by the Fund Manager shall be consistent with such official rules and regulations relating to the subject matter thereof as shall have been promulgated by any authority having jurisdiction over the Fund and shall be in effect at the time and, subject thereto, the Fund Manager’s declaration shall be conclusive. No issue, transfer or redemption of Units will take place during any period when the calculation of the Net Asset Value of the Fund is suspended. The Fund manager may withhold payment to Unit holders whose Units have been redeemed prior to such suspension until after the suspension is lifted. Such a right is to be exercised in circumstances where the Trustee believes that to make such payment during the period of suspension would materially and adversely affect and prejudice the interests of continuing Unit holders of the Fund. Notice of any suspension or postponement in the calculation of the Net Asset Value of the Fund and the termination of any suspension will be published in newspaper as the Fund Manager may from time to time determine. Notice of any suspension will be given to any Unit holders making an application for subscription or redemption. If the request is not withdrawn, the subscription or redemption will take place as of the first Valuation Date following the end of the suspension of the calculation of the Net Asset Value of the Fund. The first business day following the termination of a suspension will be treated as a Valuation Date. 25. Unit holders’ Meeting & Reports The Fund shall hold an Annual General Meeting of Unit holders. All Unit holders will, in accordance with the Trust Deed, be entitled to receive notice of, attend and vote at any Annual General Meeting of the Fund. Copies of the Audited Annual Reports of the Fund will be mailed to Unit holders at their registered addresses within four months of the end of each financial year. The first report of the Fund will be the annual report as at June 30, 2008. The Fund’s fiscal year ends on June 30 and the first fiscal year of the Fund will end on June 30, 2008. Annual report of the Fund shall be published in at least two popular daily newspapers once every year.

NIGERIA DIASPORA GROWTH FUND 40

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The Nigerian Economy External Reserves As published by the Central Bank of Nigeria (CBN), Nigeria’s aggregate reserves at the end of October 2006 stood at US$41.39 billion as against US$28.28 billion as at December 2005. This represents a 46.36% growth over the previous years figure. At the current rate of foreign exchange utilization, this level of reserves could finance about 23 months of current exchange disbursements. The improved external reserves are accounted for by favourable oil prices at the international market coupled with fiscal prudence on the part of the country’s reserves. The CBN has appointed 7 fund managers to manage part of the country’s reserves in partnership with Nigerian Banks. A sum of US$7.0 billion was awarded to each of the 14 fund managers. External Debt The figures provided by the Debt Management Office (DMO) show that the Total External Debt Stock of Nigeria stood at US$3.54 billion as against US$21.22 billion in December 2006. The heavy drop in external debts is a result of the Federal Government’s aggressive negotiation and pay down of debts to External Creditors. Gross Domestic Product (GDP) As published by the National Bureau of Statistics (NBS), the Nigerian GDP valued at the current market prices as at the end of 2006 stood at N18.09 trillion. This translates to a real GDP growth rate of 5.63% as against a growth rate of 6.51% recorded in the previous year. The drop in the real GDP was essential caused by disruption of crude exportation by the militancy at the Niger Delta. Inflation As released by the NBS, Nigerian Consumer Price Index (CPI) measured inflation as 8.5% on a yearon-year basis as at year ended December 2006 while the 12 month average in the same period was 8.20%. July 2006 recorded the lowest inflation position at 3%. Unemployment Statistics released by the CBN indicates that unemployment rate in Nigeria for the age bracket of 15 – 64 stood at 5.30% as at December 2006 as compared to 11.90% recorded in 2005. This shows an improvement in employment rates. Financial Market Twenty five banks emerged after the consolidation and recapitalization of Nigerian banks in December 2005.

NIGERIA DIASPORA GROWTH FUND 40

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According to the CBN the outcome of the consolidation and recapitalization are: • The industry’s ratio of non-performing credits to total credits is 9.5% as against 19.8% in June 2004. • More branches than in the pre-consolidation era. • Capital and reserves of N957 billion as against N327 billion in June 2004. • Bank N6,555 billion as against N3,209 in June 2004 • 20 out of 25 Nigerian Banks in top 100 banks in Africa, 17 out of top 40, and 4 out of top 10. • About 17 out of 25 Nigerian banks in top 1000 banks in the world by the end of June 2006. The Financial Market in 2006 was dominated by the post-reform activities of the 25 banks that met the N25.0 billion capitalization of the CBN, the recapitalization of Insurance Companies, and the commencement of fund management activities by the Pension Fund Administrators (PFA) licensed to manage the country’s pension funds. Reform Program in the Insurance Sector As part of the reform programme of the Federal Government of Nigeria in the financial it has requested recapitalization by insurance companies. The new capital base of requirements for insurance companies is now: • • • Life Insurance Business N2.0 billion from N150.0 million Non-Life Insurance Business N3.0 billion from N200.0 million Re-insurance business N10.00 billion from N350.0 million

It is expected that the recapitalization of the Insurance industry will boost growth of the sector as in the Banking Sector’s post-recapitalization growth. The insurance have up till February 2007 to meet the recapitalization targets. Interest Rate As reported by the Money Market Association of Nigeria (MMAN), the average lending rate of the economy stood at 17.76% as at December 2006 indicating an improvement over the lending rate of 19.06 in 2005. An average interest rate on deposit was 9.87% in 2006 as against 12.27% in 2006. Recapitalization and competition has helped in reduction of the interest rates. Foreign Exchange In order to ensure an efficient liberalization of foreign exchange management, the Central Bank of Nigeria introduced two other measures in addition to Wholesale Dutch Auction System (WDAS). The two measures are: • Liberalisaton of the Foreign Market and; • Intervention through Cash Swaps The liberalization policy is where the Bureau de Change (BDCs) serve as brokers within the interbank framework. BDCs are now allowed to buy foreign exchange from the official market and allowed to transfer of foreign exchange through their domiciliary accounts with the commercial banks. Commercial banks and other authorized dealers are also allowed to import foreign exchange and supply to the market subject to statutory guidelines. The Cash swap program is where the CBN sells foreign exchange to some designated banks to be repurchased in the future in order to manage the excess liquidity in the banking industry. The effect of all these foreign exchange reform programs in addition to favorable foreign reserves led to appreciation in the value of the local currency and the stability in exchange that has been witnessed to date. These measures have also led to the convergence in the rates between the parallel market and official market rates. Foreign Direct Investment (FDI) As indicated by CBN figures, Diaspora remittances into Nigeria are about US$4 billion annually. It is shown that capital inflow into Nigeria in 2006 was US$2.5 billion for portfolio investment and investment in non-oil sector. The increase in foreign participation in Nigerian financial market is due to high earnings in real dollar terms available in the market. External Sector Developments Total Foreign Exchange inflow and outflow through CBN as at October 2006 stood at US$49.33 billion and US$18.48 billion respectively, resulting in a total net inflow of US$30.85.

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
The Capital Market The market capitalisation as at the end December 2006 was N4.227 trillion (about US$ 33.28 billion). The market has witnessed tremendous growth in the last ten years, with an average rate of over 30% per annum. Most of the companies listed, including the local subsidiaries of major multinational manufacturing and petroleum companies are trading at prices between 15 to 20 times of their earnings Nigerian Stock Exchange (“NSE”) All-Share Index grew and showed a return of 37.8% in Naira terms and a return of 39.35% in US$ terms in 2006 making the market to record its best performance in the last three years. The high returns in the capital market were due to influx FDI into the country due to improved macro-economic indices, investment of funds by the recently licenced PFAs, conclusion of recapitalization program of the banking sector leading to ease of credit from the banks and the weak returns in the money market. Mutual Funds There are 14 Unit Trust / Mutual Funds with Memorandum Listing on the Nigerian Stock Exchange in Nigeria. The funds are: a) Fidelity NIGFUND b) A – Z Mutual Investment Fund c) Legacy Fund d) IBTC Nigerian Equity Fund e) IBTC Ethical Fund f) The Discovery Fund g) The Coral Growth Fund h) Coral Ethical Fund i) Coral Income Fund j) Paramount Equity Fund k) Centre-Point Unit Trust l) Continental Unit Trust m) First Interstate Unit Trust n) The Frontier Fund Foreign Investment and Local Legislation Deliberate measures are being made by the Government to attract foreign investors. One of such steps was the repeal in 1995 of the Nigerian Enterprises Promotion Decree of 1989 and the Exchange Control Act of 1962 and the promulgation of the Foreign Exchange (Miscellaneous Provision) Act, 1995. The Nigerian Investment Promotion Commission Act (NIPCA) of 1995 was promulgated to remove the erstwhile bottlenecks associated with foreign ownership of companies. The new NIPCA provides a simple modality for foreigners to buy equity in Nigeria through the use of Certificate of Capital Importation obtainable from authorised banks and dealers in Nigeria. The investors are required only to show a copy of this certificate whenever they intend to repatriate the same funds. This is certainly attractive to foreign investors intending to invest in the Nigerian stock market. Civil Rule Political instability epitomised by military dictatorship has often been the bane of the Nigerian nation and a great hindrance to foreign capital inflow. However, with the inauguration of a civil government in Nigeria on May 29, 1999 and the gradual repeal of hostile military decrees, peace and stability are gradually being restored. The much-desired inflow of foreign capital is beginning to take place. A recent country ratings by Fitch rated Nigeria highly for investment. This and other reform programmes of the Federal Government have boosted international confidence in the Nigerian government and economy has been boosted. The atmosphere now appears conducive to foreign investment inflow, which will in turn impact positively on the local stock market. Privatisation The supply of stocks to the stock market is currently being boosted by the Federal Government’s privatisation programme. The programme, which was articulated by the new civilian government in 1999, derives its legal force from The Public Enterprises (Privatisation and Commercialisation) Act of 1999. The main objectives of the programme include: (a) to move substantial ownership, control and operations of certain key economic enterprises from the public to the private sector;

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
(b) to attract the private investment necessary as a catalyst for economic growth, so as to close the supply and efficiency gaps in the Nigerian economy; (c) to check the present absolute dependence on the Treasury for funding by otherwise commercially oriented parastatals and so, encourage their approach to the Nigerian and international capital markets to meet their funding needs; (d) to create jobs, acquire new knowledge, skills and technology, and expose Nigeria to international competition. The implementation of the programme is in three phases namely: I) Full Divestiture of Federal Government shares in Oil Marketing Companies, Banks and Cement Plants – a total of 14 companies, most of which are already quoted on the Lagos Stock Exchange. This phase was successfully implemented between December 1999 and June 2000. Full Divestiture of Federal Government ownership in Hotels, Vehicle Assembly Plants and other enterprises operating in competitive markets. The list includes Nigeria Airways, and its subsidiaries, Nigeria Aviation Handling Company, Federal Airports Authority and subsidiaries. Others include Hotels (five), Sugar companies (four), Agro-Allied companies (seven), Nigeria Machine Tools, Nicon Insurance and Nigeria Reinsurance Corporation, Aluminium Smelter Co., Delta Steel, Nigerian Mining Corp and Nigerian Coal Corp. Others are Jos, Oshogbo and Katsina Steel Rolling Mills, Nigeria Iron Ore Mining Co., etc. Partial Divestiture of Federal Government interest in major public enterprises currently operating in non-competitive sectors like electric power, telecommunications, oil and gas and the like. They include Nigeria National Petroleum Corporation, Kaduna Refinery, Warri Refinery, Nigeria Gas Co., Nigeria Petroleum Development Co., Pipelines & Petroleum Marketing Co., Eleme Petrochemicals, NITEL, M-TEL and National Electric Power Authority (NEPA),

II)

III)

Implementation of Phases II and III began November 1999 and will continue till February 2003. The implementation of phase I of the programme so far has resulted in increased supply of tradeable securities to the Stock Market. This is a marked departure from the Government’s characteristic buy-hold attitude to the shares in question. The future of the Exchange is therefore bright as more enterprises are billed to be privatised in the next two years. Most of these possess high market capitalisation potentials, for example, the Nigerian Telecommunications (NITEL) and the National Electric Power Authority (NEPA). Returns Among the developing stock markets popularly known in international circles as “Emerging Markets”, the Nigerian Stock Exchange is rated highly. In fact, in a recent rating exercise conducted by the International Finance Corporation (IFC), the private sector arm of the Word Bank, on about 40 emerging markets, the Nigerian Stock Exchange was scored. The Fixed Income Securities Market The Nigerian fixed income securities market is fast developing. Considered as a veritable alternative to equity investments, its popularity and attraction stem from its low risk advantage and the predictability of earnings. The instruments traded include government debt instruments and debt securities of blue chip companies. It has a number of diverse institutions participating in it. Moreover, the range of instruments that are issued and traded is quite comprehensive and there is ready liquidity in all instruments issued by the government and short-term securities issued by companies e.g. Commercial Paper instruments. The most popular among instruments issued by the government are Treasury Bills of the Federal Government and the recently introduced Central Bank of Nigeria Certificates. An interesting development following the inception of the current civilian administration is the issuance of Revenue (Development) Bonds by state governments. This has further increased the number of fixed income securities in the market. The finance and banking sector, smarting from the depression of the mid 1990s and subsequent liquidation of a number of operators by the Central Bank Nigeria, is now fully sanitized for active participation in this market. The heavy losses experienced by investors during the distress period have opened their eyes to the need to rely on professional fund managers to determine viable investment options in which to place investors’ funds. The resulting atmosphere is that of professionally minded operators in a healthy competition for prospective investors who themselves are now wiser.

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
27. Target Investors An investment in the Fund is suitable for knowledgeable and sophisticated diaspora investors who fully understand the implications of, and the attendant risks associated with, investments in the Nigerian stock and financial markets. The Fund’s main target is high networth individuals, institutional investors in the private and public sectors, Nigerians abroad and foreign institutional and individual investors. The Fund is open to foreign and non-resident investors who wish to invest in a Naira denominated fund.

Letter from the Reporting Accountants The following is the text of the letter received from Akintola Williams Deloitte, the Reporting Accountants, on the profit forecast. Akintola Williams Deloitte (Chartered Accountants) 1, Town Planning way, Ilupeju Lagos 6th March 2007 The Directors Fidelity Bank Plc 2, Kofo Abayomi Street Lagos Dear Sirs, NIGERIA DIASPORA GROWTH FUND

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
We have reviewed the accounting bases and calculations for the financial forecast of Nigeria Diaspora Growth Fund (for which the Fund Managers are solely responsible) for the three years ending June 30, 2008- 2010. In our opinion, the annexed forecast, so far as the accounting bases and calculations are concerned, has been properly compiled on the footing of the assumptions made by the Fund Managers and is presented on a basis consistent with the accounting policies normally adopted by Nigerian Unit Trust Funds. Yours faithfully,

Akintola Williams Deloitte. (Chartered Accountants) Reporting Accountants

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Financial Forecast

Nigeria Diaspora Growth Fund Income and Expenditure Naira Private Equity Bond Capital Market Money Market Real Estate Gross Income Expenses 220,027,500.00 33,337,500.00 1,154,144,250.0 0 160,020,000.00 165,020,625.00 1,732,549,875.0 0 210,334,621.88 1,522,215,253.1 3 29.18% Naira 381,208,482.68 57,758,861.01 1,999,611,768.2 5 277,242,532.86 285,906,362.01 3,001,728,006.8 2 364,415,093.84 2,637,312,912.9 8 25.50% Naira 539,591,847.05 81,756,340.46 2,830,404,506.7 9 392,430,434.22 404,693,885.29 4,248,877,013.8 1 515,821,191.06 3,733,055,822.7 5 24.71%

Net Income Growth Per Annum

Nigeria Diaspora Growth Fund Financial Projections Changes in Net Asset Year 1 2 3 14,189,085,115 .48 5,000,000,000. 00 2,837,817,023. 10 16,351,268,092 .38 3,733,055,822. 75 20,084,323,915 .13

Fund (Opening)

0.00 6,667,500,000. 00

8,189,715,253.13

Subscription

5,000,000,000.00

Redemption

0.00 6,667,500,000. 00 Distributable to 1,522,215,253. 13 8,189,715,253. 13

1,637,943,050.63 11,551,772,202.5 0

Fund (Closing) Reserves Unitholders

2,637,312,912.98 14,189,085,115.4 8

Net Asset Value At Closing

NIGERIA DIASPORA GROWTH FUND 40

THE FUND

ASSUMPTIONS 1. The 50 million units of the Fund will be fully subscribed within the initial subscription period under the terms and conditions of the offer.

2. 3.
4. 5. 6.

Subsequent subscriptions into the Fund will be 5 billion yearly for each of the three years. Redemptions will be equal to 20% of the previous years net assets yearly. The offer price per unit during the initial offer will include an initial charge of 5%. Dividend and interest incomes are net of withholding tax (currently 10%). Investment of the fund shall be averagely structured as follows throughout the three years: Private Equity Bond Capital Market Money Market Real Estate 10.0% 7.5% 55.0% 20.0% 7.5%

7. 8.

The timing of the investments shall be evenly spread on quarterly basis for the relevant years. Net average returns on investment in the various assets in the portfolio shall be for the three years: Private Equity Bond Capital Market Money Market Real Estate 33.0% 10.0% 30.0% 12.0% 33.0%

9.

Operating expenses estimated at 3% per annum includes the annual fees of the Fund Manager, Trustee, Auditors and other professional charges.

10. Net Asset Value represents the value of all assets of the Fund less liability attributable to the Fund. Under current regulations, there will be no capital gains tax charged on disposal of investments by the Fund. 11. The Fund’s operation will be non-leveraged.

12. Interest income on fixed income securities will be 12% per annum in year1 and 10% in years 2
& 3.

13. Capital
year.

appreciation in stock market securities for the first three years will be 30%, for each

14. Exchange rate between Naira and US$ for the first three years shall be N127 : US$1.00,
US$1.00, N132 : US$1.00.

N130 :

NIGERIA DIASPORA GROWTH FUND 40

THE FUND

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
28. THE FUND MANAGER FIDELITY BANK PLC. Fidelity Bank PLC was incorporated on 19th November 1987 as Fidelity Union Merchant Bank Limited, a private limited liability bank, to provide merchant banking business. The Bank commenced business on 3rd June 1988. PAST EXPERIENCE Fidelity is a major player in private/public issues and advisory services. Some of the services the Bank has recently executed include the following:   Foreign Reserve managers for the Federal Republic of Nigeria Fund Managers of Nigeria International Growth Fund (NIGFUND) a unit trust scheme registered with the Securities and Exchange Commission and the Nigerian Stock Exchange  Promoter of Alliance Management Limited, a company recently granted Approval-In-Principle consent by Pension Commission (PENCOM) for the management of pension fund of Nigerian workers.




Issuing House, Underwriter and Receiving Banker to the Offer for sale of shares to raise N54 billion by Dangote Sugar Refining Co. Plc. Receiving Banker for the privatisation of NIGERDOCK by Bureau of Public Enterprises (BPE) Receiving Banker for offer for subscription of N 1.25 billion by May & Baker Plc Lead Adviser for the Core Investor, Cobita Invests Nigeria Ltd on the privatisation of NACFA by BPE.





  

Issuing House and Financial Adviser for raising of N1.02 billion equity capital by Associated Bus Company (ABC Transports) Financial/Lead Adviser on the privatisation of Daily Times of Nigeria Plc to the BPE Financial/Lead Adviser on the privatisation by listing of shares of Capital Hotels Plc by BPE Receiving Bank to the proposed Rights Issue of African Petroleum (AP) Plc. Issuing House and Receiving Bank to raise N250m from the capital market by way of an Offer for subscription for Allstates Trust Bank Plc




Financial Adviser on the recapitalisation of Associated Bus Company (ABC Transports) Joint Issuing House to raise N 1.26 billion from the capital market by way of an Initial Public Offer (IPO) for Linkage Assurance Plc




Joint Financial/Lead Adviser on the privatisation of the Nigerian Cement Company, Nkalagu NIGERCEM



Financial/Lead Adviser on the privatisation of Capital Hotels Plc (owners of Abuja Sheraton Hotel and Towers.

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
 Financial Adviser and Lead Syndicate Manager to Reliance Telecommunication Ltd Joint Financial Advisers/Issuing Houses to Neimeth Pharmaceutical Plc to raise N400 million from the capital market to restructure the Company’s balance sheet and boost working capital.  Financial Advisers/Issuing Houses to C & I Leasing PLC on an initial public offer (IPO) and Stock Exchange listing





Financial Advisers/Issuing Houses to Vegetable & Fruit Processing PLC (Vegfru) for a combined Rights Issue & Private placement of to raise N180 million to finance the Company’s expansion programmes.

Fidelity has been very active in the provision of Fund Management and financial advisory services and In order to meet the evolving challenges in the banking industry and be properly positioned to meet the needs of its customers, the Bank was converted to a commercial bank on July 1999, reregistered as a public limited company and changed its name to Fidelity Bank PLC.

With the commencement of universal banking system, Fidelity is poised to consolidate on its leading position in the provision of investment banking and financial advisory services. Fidelity Bank Plc is one of the 25 banks that met the recent capitalization requirement of the Central Bank of Nigeria with a capital base of N28 billion.

International Partnerships Fidelity has over the years, developed and maintained mutually beneficial correspondent and Trade Finance Intermediary (TFI) relationships with major international financial institutions. Our offshore funding partners have placed considerable funds at our disposal to avail to credible clients within Nigeria and we have become renowned in the industry as a major Arranger/Avalor of foreign currency lines to key segments of the economy such as Telecommunications and Oil & Gas. Fidelity Bank Plc in alliance with Investec is also one of the 14 banks commissioned by the Federal Government of Nigeria for the management of Foreign reserves of Nigeria. Growing Financial Strength Fidelity has consistently posted impressive financial results since it commenced business 19 years ago. The Bank has in the last 3 years posted pre-tax profits in excess of N1billion and remains one out of only 25 banks to cross the N25billion mark. This represents a solid record of performance and stability in this industry. The major highlights are represented below. Profit and Loss A graphical illustration of the profit and loss indices of the Bank over the last five financial years (2002-2006) as presented below shows an upward trend in profitability. Profit has grown at more than 254% over the past 4 years. It is expected that this trend will continue through the current financial year and beyond.

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Gross Earnings
15000000 Amount 10000000 5000000 0 2002 2003 2004 2005 2006 Year Series2 Series3

The Bank remains focused and driven by a firm strategy to maintain the highest

standards

in Banking. This trend will continue and an improved performance over that of 2006 is expected.

F id e lity B a n k P lc - P ro fit B e fo re T a x
4 ,000,0 00 .0 0 3 ,000,0 00 .0 0 2 ,000,0 00 .0 0 1 ,000,0 00 .0 0 0.00
20 02 20 03 20 04 20 05 20 06

Amount

S e rie s 1

Ye a r

F idelity B an k P lc - P rofit After Tax
4,000,000.00 3,000,000.00 2,000,000.00 1,000,000.00 0.00
20 02 20 03 20 04 20 05 20 06

Amount

S eries1

Ye a r

Balance Sheet The Bank closed the financial year June 2006 with a balance sheet size (excluding Acceptance and Guarantees of N38.44) of N121.09 billion as against N35.58 billion in 2005. Asset base has grown rapidly reflecting a resounding vote of confidence from the market and customers. As shown on

NIGERIA DIASPORA GROWTH FUND 40

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the chart below, the trend in the last four-years has been consistent; growing at more than 246.47% and reflecting the conservative but appreciable steps of the Bank as it expands its market share.

F idelity B an k Plc - B alan ce Sh eet S iz e
100,000,000.00 50,000,000.00 0.00
20 02 20 03 20 04 20 05 20 06

Amount

S eries 1

Ye a r

Liability Base In line with its steady growth in profitability, the Bank closed the financial year June 2005 with a robust liability base of N25.23 billion as against N11.415 billion in 2001. This was an increase of over 121.02% during the period highlighting the increase in market share. International Rating Africa’s foremost credit rating agency, Global Credit Rating Co. Ltd. of South Africa has confirmed Fidelity’s brilliant performance with an upgrading of the Bank’s credit rating. A summary of the rating report by Global Credit Rating Co. is represented below and a copy of the report is attached herewith: SECURITY CLASS MARCH RATING 2003 NOV. 2003 RATING NOV. 2004 RATING NOV. RATING 2005

Short Term Long Term

A2 A-

A1A-

A1A-

A1 A

Branch Network The Bank’s networks of 81 branches are strategically located to cover key business centres of the country. All our branches are inter-connected on an online, real time basis. Our branching strategy is driven by the needs of our customers and the Bank will continue to expand its network along these lines. 100 new branches are expected to be added to the Fidelity network within the next 24 months. In addition to the current number of branches, we have a reliable network of local correspondent banking relationships for the purpose of clearing our customer’s cheques, effecting transfers and issuing Bank Drafts/Certified Cheques in locations where we do not have branches. A list of branches on the Fidelity network is listed below:

NIGERIA DIASPORA GROWTH FUND 40

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Branch LAGOS CENTRAL 1. 2. 3. 4. 5. Apapa Burma Road Apapa Warehouse Road Apapa Commercial Road Tin Can Island Matori 11, Burma Road, Apapa, Lagos 39, Warehouse Road Apapa 13, Commercial Road Apapa Behind Custom Long Room 01-5872018-19 01-5450108, 5450109 01-581968, 5871969, 01-8043526 Address Telephone

143, Ladipo Street, opposite Air Liquide, 01-7733198, Matori 4525897, 8044259, 8172716 84, Ladipo Street, Matori, Lagos 15, Diya Street, Gbagada, Lagos 01-4520279, 7732560, 8165774 01-5550591-2

6. 7.

Ladipo Gbagada

LAGOS ISLAND 8. 9. HOB Awolowo Road 2, Kofo Abayomi Street, Victoria Island, 01-2610408-12, Lagos 2700530-3 23, Awolowo Road, Lagos 7A, Alexandra Road, Ikoyi, Lagos 32, Isa Williams Street, Lagos 01-2690576-8, 2690739-45 01-2695289, 2693587, 2672551 01-8921981-2, 2640430 0101-

10. Private & Personal Banking 11. Oke-Arin 12. VGC 13. LBS 14. Adetokunboh Ademola 15. NAPEX 16. Balogun 17. Financial Trust Hse, Balogun 18. Adeyemo Alakija

Plot 08 , KM 22 Lagos-Epe, Expressway, 01-4618210, 01Victoria Garden City 4618210, 4618218 LBS Pan –Africa University, Lagos – Epe 01-3205219 Expressway, Lekki 16, Adetokunbo Ademola Street, Victoria 01-2625353-4, Island 4615112, 4615187 NAPEX Complex 40, Balogun Street, Lagos 01-4616532, 4616531 01-2643530, 2643531, 2643532

1-4, Balogun Street, Financial Trust House, 01-2666150, 2643463 Balogun Lagos 2, Adeyemo Alakija Street, Victoria Island, 01-2671804 Lagos

LAGOS MAINLAND 19. Aspamda Plaza 20. ASPMDA 2 21. ASPMDA 3 22. BBA 1 Trade Fair Complex, Lagos- Badagry 01-3208271-4 Expressway, Lagos Hall 2 ASPAMDA, Trade Fair Complex, 01-3208281-2 Badagry Expressway Hall 3 Trade Fair Complex, Badagry 01-3208344, 3208354 Expressway Trade Fair Complex, Lagos – Badagry 01-4822862, 01-3206037-9

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Expressway, Lagos 23. BBA 2 24. BBA 3 25. Alaba 26. Oba Akran 27. Allen Avenue 28. Centage Plaza Trade Fair F24/25 Delta Plaza, BBA. 51-51, Olojo Road, Ojo Alaba 21, Oba Akran Avenue, Ikeja 01-3206501, 3206502 01-3206230, 3455174 01-2631346, 5554586 01-7732068, 4974580, 4974133

Buffalo House 2A, Allen Avenue, Ikeja, 01-4968577, 7730816, 4930987, Lagos 4968576-7 14A, Allen Avenue, Ikeja Lagos 01-4976115-7, 7743687

LAGOS NORTH & SOUTH WEST 29. Idumota 30. Enu-owa 31. Idumagbo 32. Ebute Metta 33. Oyingbo 34. Ejigbo/Dopemu 35. NAHCO Money Shop 36. Ibadan 1 37. Ibadan 2 38. Akure 101/103, Lagos Enu-owa Street Idumota, 01-2642541, 01-4741832 01-2662662, 7732394

69, Enu-owa Street, Lagos

18, idumagbo Avenue, off Nnamdi 01-2637359, 2646661, 7947367, Azikwe Street, Lagos 7947313 11c, Willougby Street, Lagos 28, Kano Street, Ebute Metta, Lagos 01-3205752 01-5870628-9, 7743538

6/8, Dopemu Roundabout, Aluminium 01-8179623 Village Lagos Murtala Mohammed Airport, Ikeja 11, Jimoh Ibadan Odutola International 01-4938400-1, 4705603 Street, Dugbe, 082-2412070, 2412092, 2412096 2412090,

14, Obafemi Awolowo Road, Dugbe, 02-2413674, 2414401 Ibadan 12, Owo road Akure, Akure 034-240348, 240799, 244647

NORTH 39. Abuja Regional 40. Abuja 2 41. Abuja 3 42. Abuja Money Shop 43. Garki 44. Wuse 45. Kano 1 46. Kano 2 Plot 267, Tafa Balewa Road, Central 09-2345118, 2345119, 2346412, Business District, Abuja 2343870 1970, Michael Opara Street. Wadata 09-5238637, 5238710 Plaza, Wuse Zone 5, Abuja 1, Ogbomosho Road, Area 8, Garki NNPC Towers, Abuja 09-2343055, 2343056 09-2346602, 20083013, 22346603,

Plot 1207 Awolowo Way, Area 8, 09-2346632-3 Garki, Abuja Plot 363, Nanka close, Wuse A2, 09-5239840, District Abuja 5239768 09-5239439, 09-

110, Muritala Mohammed Way, Kano 064-637074, 637024, 639989 State. 56, Ibrahim Taiwo Road, Kano 064-631795, 647489, 631687

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
47. Kano 3 48. Kaduna South 49. Kaduna North 50. Maiduguri 51. Gombe 52. Jos 19E, Bello Road, Kano, Kano State Plot 1 Kachia Road, Kaduna South 064-640668, 640669, 640670 062-230536, 230539,

Plot 1B Yakubu Gowon Way, Kaduna 062-242661-3, 218671-2 North. 12, Kiri Kasamma Street, Maiduguri 076-342514, 342579 342516, 250149, 342518, 222178,

12A, New Commercial Layout, Gombe 072-222172, 222886 15. Rwang Pam Street, Jos

SOUTH-EAST 53. Enugu 1 54. Enugu 2 55. Onitsha Main 56. Main Market 57. Onitsha Market 58. New Market Road 59. Nkpor 1 60. Nkpor 2 61. Obosi 62. Nnewi 1 63. Nnewi 2 64. Nnewi 3 65. Asaba 8, Ogui Road, Enugu 22, Okpara Avenue, Enugu 042-257210, 257011 042-258378, 258344 413919,

Kamo Plaza 88A, Upper Market Road, 046-413662,413599, Onitsha 413868 36, New Market Road, Banex Plaza, 046-414153 Onitsha 2, Sokoto Road, Onitsha 37, New Market Road, Onitsha 27, Park Lane, Off Market Road, 046-214822, 250104-5 Nkpor, Anambra State A1A Adua lane, KM3 Onitsha/enugu 046-260795-6, 260700 Expressway, Nkpor 12, City Biscuit Road, Ugwagba, Obosi 046-271707, 271722-4 A40, Zone 13, Nnewi, Anambra State 1, Oraifite Street, Nnewi

046-217616, 210624, 488496

046-461021, 046-462553 046-462551, 463873 461348, 460246,

Zone 13, No 252 Main Motorcycle 046-462549, 461517 Spare Parts Market, Nnewi 372, Nnebisi Road, Asaba 056-282000, 056-282001

SOUTH-SOUTH 66. Port Harcourt 1 67. Port Harcourt 2 68. Trans Amadi 1 69. Trans Amadi 2 70. Intel PH 71. Onne 1 2/10, Abuja Bye-pass Mile 3 Diobu 084-236055, 771610, 484712 Port Harcourt 1, Ogbunabali Road, Junction, PortHarcourt off Garrison 084-230614, 230615, 230617

2, Trans Amadi, Industrial Layout, Port 084-234168, 236447, Harcourt, Plot 47, Trans Amadi Layout, Port Harcourt Industrial 084-333472, 084-232935, 461830-3 084-

Intels Camp, KM 16, Aba – Port 084-612184, 612185, Harcourt Road, PH Nigeria Port Authority, Federal Lighter 084-820611

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Terminal, Onne. 72. Onne 2 73. Rumuolumeni 74. Yenegoa 75. Warri 76. Warri 77. Uyo 78. Asa Nnentu 79. Azikwe Road 80. Factory Road 81. Umuahia Onne Free port Zone, Onne Port 084-230027-8, Complex 3300, Eagle Cement Compound, 084-481268-9 Rumuolumeni, Port Harcourt Mbiama/Yenegoa Road, Opp. Sobaz 089-490329, Petrol Stn, Ekeki, Yenegoa. 490244 490410, 490697, 2571603, 230001-25 Ext

100, Effunrun Sapele Road, Effunrun, 053-257160-1, Warri 253591, 257897 136, Airport Road, Warri, 19, Abak Road, Uyo 053-321410, 321411 085-202601, 203353 203115,

204996,

Auto parts Market, Aba-Port Harcourt 082-441918 Expressway, Aba, 78, Azikwe Road, Aba 7, Factory Road, Aba 2, Market Road, Umuahia 082-233222, 233199 082-221476, 220210, 440690 088-220374

Investment Banking Alliance/Partnership Since its conversion to a commercial bank in 1999, Fidelity has strengthened its investment banking activities culminating in signing a Memorandum of Understanding with Pryor, McClendon, Counts & Co. Inc. the largest African-American owned full investment banking service firm in the United States of America. OTHER SYMBOLIC INDICATORS Other clear symbolic indicators of the value inherent in the Fidelity Brand include:


      

Managers of Nigeria International Growth Fund (NIGFUND) a fund that has been posting an average yield of 55% per annum in naira since inception in November 2002. One of the only 14 Foreign Reserves Managers of the Federal Government of Nigeria One of only 15 settlement banks to the Nigerian Stock Exchange One of only 27 collecting banks to the Nigeria Customs Service One of 5 reference banks for foreign currency quotes in the money market Balance sheet growth of 183% in the last five years Growth in gross earnings of 254% in the last five years. Growth in profits of 316% in the last five years Consistent profits of over N1 billion annually in the last two years



The Future Fidelity

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Fidelity Bank is working resolutely and steadily towards realising its vision to be a world class bank and one of the top 5 banks in Nigeria by 2010. The Bank remains committed to it mission of being a partner in our customer’s business success and optimize returns to all stakeholders. The future Fidelity Bank would be one of Nigeria’s leading universal bank; a major consumer bank and asset manager offering a wide range of investment management products to an extensive customer base within Nigeria and beyond. These will be driven by additional investment in local and cross border subsidiaries and retention/ attraction of first class personnel to improve skills and managerial capability to world-class standards. A strong and continuous focus on the creation of IT enabled innovations to sustain our technology capability to world-class standards will also be deployed.

FIDELITY BANK PLC FIVE-YEAR FINANCIAL SUMMARY BALANCE SHEET AS AT JUNE 30 ASSETS Cash & short-term funds Due from other banks Treasury Bill Investments Finance lease Loans & advances Other assets Equipment on Lease Tangible Fixed Assets TOTAL ASSETS LIABILITIES Deposits, etc Other liabilities Taxation 2006 N’000 12,174,536 34,834,546 25,285,350 1,376.748 251,814 38,661,271 1,151,478 3,426 4,810,906 119,985,801 81,592,759 11,941,038 855,011 94,338,808 2005 N’000 5,219,332 8,281,394 4,427,223 618,315 123,817 13,892,290 881,822 1,170,080 34,953,351 20,572,061 4,409,179 248,563 25,229,803 2004 N’000 5,321,948 4,822,582 5,635,035 283,134 9,735,682 426,072 16,363 1,008,349 27,552,079 19,339,616 4,562,901 129,938 24,032,455 2003 N’000 6,023,194 4,260,825 3,410,000 174,634 50,628 7,175,055 442,235 1,028,242 22,517,063 16,888,123 2,961,091 157,226 20,001,640 2002 N’000 2,990,470 2,180,993 3,696,931 55,603 208,511 4,934,514 431,738 72,463 898,625 15,636,980 12,280,593 1,390,147 51,029 13,721,769

CAPITAL & RESERVES Share Capital Share Premium Bonus Issue reserve Statutory reserve Reserve for Small Scale Industries General reserve Capital Reserve Shareholders’ Funds

8,231,843 11,177,852 2,449,500 763,771 420,056 2,553,971 25,596,993 119,985,801

4,274,920 2,739,150 1,500,796 447,536 761,146 9,723,548 34,953,351 2005 N’000 6,158,659 1,564,390 1,236,790

1,533,731 1,129,759 323,857 532,277 3,519,624 27,552,079 2004 N’000 5,471,267 1,077,509 913,604

1,189,177 134,471 855,678 216,106 119,991 2,515,423 22,517,063 2003 N’000 4,386,189 1,085,070 856,885

852,574 38,932 213,144 598,612 107,599 104,350 1,915,211 15,636,980 2002 N’000 3,242,861 633,796 539,242

PROFIT & LOSS ACCOUNT

2006 N’000

Gross earnings Profit before tax Profit after tax

11,572,151 3,587,300 3,162,347

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Dividend Earnings per share (Basic) Dividend per share (actual) Net Asset (actual) 1,811,006 19k 11k 1.66 14k 1.14 30k 1.15 475,671 36k 20k 1.06 32k 1.12

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
29. Directors to the Fund Manager: Chief Christopher Ezeh – Chairman A fellow of the Institute of Chartered Accountants of Nigeria (ICAN); Institute of Directors (IOD); Institute of Cost and Management Accountants (CMA) and a member of the British Institute of Management, Chief Ezeh, who also holds a Doctor of Business Administration (DBA) Honoris Causa, from Enugu State University of Technology; started his working life with Chrysler (UK) Limited in 1968. From there he joined Shell BP, Zambia, before leaving for John Holt (Nig) Ltd in 1976, becoming Group Managing Director (in 1986) and later, Chairman, a position he has held from 2001 to date. Chief Ezeh has also served as Chairman of Plateau Confectionery Ltd and Lonrho Africa (Nigeria) Ltd; Director of the Nigeria Economic Summit Group; NEPAD Business Group Nigeria and President, Nigeria - Japan Association. Reginald Ihejiahi - Managing / Chief Executive Officer Mr. Ihejiahi is the Managing Director and Chief Executive Officer. He holds a B.Sc in Accounting from Ahmadu Bello University Zaria and M.Sc. Finance from the London School of Economics & Political Science, University of London. Mr. Ihejiahi is a Fellow (FCCA) of the Chartered Association of Certified Accountants, UK. He was a Mobil undergraduate scholar and a Federal Government of Nigeria postgraduate scholar. Reginald has varied working experience in different aspects of banking, from Commercial banking to Credit Risk, Operations and Information Technology. He rose to senior management positions at First National Bank of Chicago (Lagos office) and was an Executive Director at the United Bank for Africa (UBA) Plc before joining Fidelity as Managing Director and Chief Executive Officer. He has attended various senior management and executive banking courses/seminars at the London Business School; INSEAD, France; Euromoney Training, UK, amongst others. Reginald has served on the boards of many financial services companies. Willie Obiano - Executive Director Chief. Obiano holds a B.Sc degree in Accounting and an MBA both from the University of Lagos. He is also a Fellow of the Institute of Chartered Accountants of Nigeria. He started his banking career as a supervisor with First Bank of Nigeria in 1981 from where he moved to Texaco Nigeria limited (an oil marketing company) as an accountant. He rose to the position of Chief Internal Auditor in Texaco before joining Fidelity. In Fidelity he has worked in various departments ranging from operations to marketing and internal audit. He has attended many courses within and outside Nigeria including the UK, US and Malta.

Abdul-Rahman Esene - Executive Director Abdul-Rahman Esene is an Accounting graduate of Wake Forest University. He has an MBA from Sam Houston State University, Texas, USA and a Diploma from the British Institute of Bankers. He started his career at Georgia Pacific Corporation and has worked in a number of institutions including the Nigerian Air force, Northern Nigeria Investment Company, International Merchant Bank (IMB) as Manager, Corporate Finance Department before joining FSB International Bank Plc in 1996 as a Senior Manager. He was the Managing Director of FSB before the merger. IK Mbagwu - Executive Director Ik Mbagwu holds a Combined Honors Degree in Geography & Economics as well as a Master's degree in Development Economics from Reading University, Berkshire (UK) and has attended management trainings in international institutions in Nigeria and overseas. Starting his career as a tax senior in Arthur Andersen & Co, Ik moved on to Nigerian American Bank Limited (Bank of Boston) before joining Fidelity Union Merchant Bank Ltd in 1993, rising to the rank of General

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Manager. In 2001, he moved on to Citizens International Bank as an Executive Director. He later joined JKPEEZ Group, a major downstream Oil & Gas operator, from where he rejoined the new Fidelity Bank, as Executive Director in charge of Operations and IT. Nze (Dr) Clement Maduako. JP. MFR. NPM Nze (Dr) Clement Obineze Maduako made his sojourn into private business in 1964 when he incorporated Maduako Transport Company Limited, the forerunner of several other highlysuccessful businesses. He sits on the Board of several companies including, among others Maduako Group Limited, Binez Hotels Limited, Eastern Bulk Cement Company Limited and Hallmark Assurance Plc. He is the past President, National Association of Chambers of Commerce, Industry, Mines and Agriculture (NACCIMA). Major General Mohammed Magoro (Rtd.) General Magoro is an Alumnus of the United States Army War College and a member of the Nigerian Institute of International Affairs. He served the Nigerian Army in various capacities for over twenty-two years during which he held many key positions in the military hierarchy. He was Federal Commissioner of Transport (1976 – 1978), Minister of Internal Affairs (1984 – 1985) and Chairman National Maritime Authority (1987 – 1991). He holds the traditional title of Galadiman Zuru and is Chairman, Oando Nigeria Plc.

Dim Elias E. Nwosu Dim Nwosu attended St. Paul’s Teachers’ Training College Oghe, Enugu State. He rose from being a Sales Assistant of Geoelis Trading Company, Onitsha to Sales Manager fully in charge of the management of the company. The company expanded under him, and today, Chief Nwosu is the Chief Executive/Managing Director of Geoelis Trading Company, Geoelis and Company Limited, Geoelis Cables Limited, and Stargas Limited. Dim Nwosu is a member of the Nigeria Cable Manufacturers Association and a member of the Nigeria Chamber of Commerce. He has attended various seminars and workshops both in Nigeria and abroad.

Bismarck J. Rewane B.J Rewane is a graduate of Economics from University of Ibadan. His banking career commenced in 1973 at Barclays Bank International Plc from where he joined First National Bank of Chicago (FNBC) as Deputy Manager (Credit). Rewane left FNBC in 1989 and joined Nigerian Merchant Bank Limited, before leaving in 1996 to set up Financial Derivatives Company where he is Managing Director. He has also worked with the Central Bank of Nigeria (CBN), International Monetary Fund (IMF), in the design and implementation of deregulated foreign currency auction market. He is currently on the Board of Virgin Atlantic, Modant Marine Nigeria Limited, Top Feeds Nigeria Limited, amongst many others.

Nnamdi I. Oji Mr. Oji holds a National Diploma in Business Studies from Brookland Technical College, Surrey, England and a B.A. in Accountancy from the University of North London, England. He also holds a Post Graduate Certificate in Textile Technology from Bolton Institute of Technology, Lancashire, England. He is presently the Financial Director of Rosies Group of Companies in Aba, Abia State Mrs. Bessie N. Ejeckam Mrs. Ejeckam holds a B.Sc. in Accounting from Bloomfield College, Bloomfield, New Jersey, U.S.A. She worked in the Foreign Exchange Department of PZ Industries Limited from 1982 to 1984, from

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
where she moved to First City Finance Company Limited. In 1988, she joined Fidelity Bank as the Head of Domestic Operations Unit from where she rose to Head of Internal Control in 1996. She resigned from the Bank in 1998 for private business and is now the proprietor and Managing Director of Debil Supermarket Limited. Umar Yahaya Umar Yahaya holds a Bachelor’s and Master’s Degrees in Business Administration from Ahmadu Bello University, Zaria. He has an Advanced Diploma in Management from Harvard Business School, Boston and an Executive Management Diploma in Strategy & Organisation from Stanford Graduate School of Business, USA. Yahaya has extensive experience in the financial services industry where he has held several top positions. He was an Executive Director, First Bank of Nigeria Plc, responsible for policy formulation, strategic direction and day-to-day management of sector posting and Managing Director /Chief Executive; New Africa Merchant Bank (NAMB) from 1992 to 1997. Chief Stephen Lawani Chief Lawani holds a Bachelor of Science Degree in Economics and a Postgraduate Diploma in Hotel Management from Ahmadu Bello University, Zaria and University of Manchester, United Kingdom, respectively. He joined Nigeria Hotels Limited as Trainee Manager in 1974 and rose to General Manager in 1981. He served as General Manager Benue Hotel Limited between 1981 and 1984; and Chairman of the Board of Nigeria Hotels Limited from 1984 to 1986. He is presently the Chairman of ALD Technical Services Limited as well as the Aluminum Smelting Company of Nigeria (ALSCON). Rear- Admiral Godwin N. Kanu (NN, Rtd) Admiral Kanu is a first-class military officer. A graduate of National Defence Academy, India, he served in various leadership positions both in core naval postings and in special assignments. He was a Member of the Supreme Military Council (1975 – 1976), first Military Governor of Imo State (1976 – 1977), Military Governor of Lagos State (1977 – 1978), Member of the Supreme Military Council (1978 –1979), and Member of the Armed Forces Ruling Council (1986 – 1989), Member of Special Committee on Review of the Report of the Political Bureau (1988). He retired honorably in October 1990 and is presently a Maritime Consultant.

PROFILE OF THE FUND MANAGER’S EXECUTIVE MANAGEMENT The Executive Management team is headed by the Managing Director/Chief Executive, Mr. Reginald Ihejiahi ably assisted by three executive directors, namely Chief Willie Obiano, Mr. Abdulraham Esene and IK Mbagwu. The profiles of the Managing Director/Chief Executive and the three Executive Directors have been provided under the Directors of the Fund Manager. THE FUND MANAGEMENT TEAM MR FRANK U. ONWU – GM & CEO FIDELITY UNION SECURITIES LIMITED Mr Onwu is a Deputy General Manager in charge of the Investment Banking Division of the Bank. He holds a B. Sc. Economics degree from University of Nigeria, Nsukka and a Masters in Business Administration [MBA] degree from Michigan State University, USA. He is also an Associate Member of the Chartered Institute of Stockbrokers (CIS). Mr Onwu started his banking career with ICON Limited (Merchant Bankers) in 1981 where he rose to the position of Assistant General Manager in charge of Investment and Capital Issues. He has over 18 years experience in banking and finance with a bias for investment banking. He was the Managing Director of First Ideas Limited between 1997 and 1998. Prior to joining Fidelity in 1999, Mr. Onwu worked as an Investment Officer with the International Finance Corporation [IFC], the World Bank private sector arm.

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
He was the pioneer Chairman of the Association of Issuing Houses of Nigeria (1993-1996) and served as a member of the Capital Market Committee of the Securities & Exchange Commission.

MRS ONOME JOY OLAOLU –GENERAL MANAGER Mrs. Olaolu holds a B.Sc degree in Accounting from the University of Benin and a Master of Banking and Finance degree from the University of Lagos. She is also an Associate Member of the Institute of Chartered Accountants of Nigeria, the Chartered Institute of Bankers of Nigeria and the Nigerian Institute of Management. Onome had a stint in the oil industry as Accountant - African Petroleum Plc and Elf Nigeria Limited – before joining Nigerian Intercontinental Merchant Bank in 1989. She also worked with Liberty Merchant Bank Limited as Deputy Manager, United Commercial Bank Limited as Manager and Metropolitan Merchant Bank Limited as Manager before joining Fidelity Bank Plc. MRS YVONNE U. ISICHEI –GENERAL MANAGER Mrs. Isichei holds a B.Sc. Economics degree from the University of Lagos and an M.A. degree in Finance & Investment from the University of Exeter, England. Yvonne started her banking career in 1985 with Savannah Bank of Nigeria Plc where she rose to the position of Manager (Credit) before joining the United Bank for Africa (UBA) in 1997 as Senior Manager (Energy). She left UBA to join fidelity. Mr. Obioha Obiagwu – Deputy General Manager Mr. Obiagwu is a graduate of Accounting from the Federal Polytechnic, Idah and a Fellow of the Institute of Chartered Accountants of Nigeria, Chartered Institute of Taxation, Associate, Chartered Insurance Institute, London and a Dealing Clerk of the Nigeria Stock Exchange. He previously worked with Nigeria Reinsurance Corporation and Merchant Bank of Africa (MBA). He was Head of Accounts/Systems and later worked in the Stockbroking Unit of MBA Securities Limited. He was also Head of Capital Market Unit of the Investment Banking Division of Merchant Bank of Africa. Mr. Godwin Achi – Manager

Mr. Godwin O. Umeh – Manager Mr. Umeh, an authorised dealing clerk of the Nigerian Stock Exchange, is an Associate of both the Institute of Chartered Accountants of Nigeria and the Chartered Institute of Stockbrokers. He also holds a Master of Business Administration (MBA) degree. Prior to joining Fidelity in 1996, he worked with Capital Bancorp Limited, a leading investment firm and Commercial Trust Bank Limited. Godwin has over 8 years corporate finance and financial advisory services experience. Mr. Ajibola Ajayi – Deputy Manager
He holds a B.Sc Degree in Accounting and an M.Sc in Finance from the University of Lagos. He is an Associate member of the Institute of Chartered Accountants of Nigeria (ACA), Chartered Institute of Taxation of Nigeria (AClT) and a qualified member of the Chartered Institute of Stockbrokers. He has over 14 years working experience spanning Finance, Audit, Advisory and Capital Market Services. He joined Fidelity Bank from Capital Bancorp Limited where he was a manager and Head, Capital Market group.

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Duties of the Fund Manager (a) Make investment decisions on behalf of the Fund as well as structure the investment portfolio in accordance with the pre-set objectives of the Fund within the context of the provisions of the Trust Deed and taking into consideration the macroeconomic, regulatory and investment climate within and outside Nigeria; (b) Liaise with regulatory authorities; (c) Keep accounting records and prepare financial report for external audit; (d) Send periodic returns to the Trustees and the Securities & Exchange Commission; (e) In collaboration with the Trustees, convene the Annual General Meeting.

30. The Trustee FIRST TRUSTEES NIGERIA LIMITED (TRUSTEE) BACKGROUND INFORMATION First Trustees Nigeria Limited is a wholly owned subsidiary of First Bank of Nigeria (FBN) Plc, the oldest, largest and leading bank in Nigeria. The company was incorporated on 8th August 1979 as a private limited liability company. First Trustees Nigeria Limited is duly registered with the Securities and Exchange Commission, the Corporate Affairs Commission as well as the Association of Corporate Trustees (a self regulating organization) to carry on the business of Trusteeship in Nigeria. Its operations are supervised by these agencies to ensure adherence to professional standards and protection of investors’ interests PRODUCTS AND SERVICES The core financial products/ services include:  Trusteeship – Public, Corporate and Private Portfolio Management – Locally & Offshore Financial Advisory Services We Leverage on the support and contacts of our parent company, First Bank of Nigeria Plc, and its wide network of service outlets (320 branches spread around Nigeria as well as a branch/representative office in London, South Africa and New York city) .Our company has been able to position itself as the leader in the Trusteeship and Asset Management Business. EXPERIENCE Our experience in Trusteeship, acquired over a span of 26 years ranges from Security Trusteeship services rendered to various loan syndicates and consortia involving most of the top rated Banks in Nigeria, to trusteeship of Public Trusts such as Unit Trust Schemes and Equity Funds, various Government Bonds and other public funds like the Lagos State Land Use Charge for which we act as Sole Trustee and Central Collection Agent. Our Trusteeship services also extend to many of the major business corporations in Nigeria. MARKET EXPOSURE Presently, First Trustees Nigeria Limited has subsisting business relationships with various public and private institutions and corporations (both local and international) including UBS International Incorporated, New York, HSBC, London, HSBC, South Africa, Citibank Nigeria, Investment Banking & Trust Company (IBTC) the Governments of Lagos, Rivers, Cross-River, and Yobe States of Nigeria, major Federal Government Agencies such as the Bureau of Public Enterprises, Niger Delta Development Commission, Nigerian Railway Corporation, and other corporate bodies such as WHO Cooperative Society, American Embassy Cooperative Society, (NIGAM), Shell Trustees Nigeria Limited, Celtel Nigeria [Formerly VMobile], Oando Plc [formerly Unipetrol and Agip], Dangote Group, Nigerian-German Chemicals Plc, PW Construction Company Limited, Stirling Civil Engineering (Nigeria) Limited, African Petroleum Plc, Sadiq Petroleum Plc, Capital Alliance Private Equities (CAPE), Svanosio Company Limited, Hong Kong, and most top rated Nigerian Banks. As a mark of confidence in our company’s competence and reputation, we are Trustees to the Unit Trust Schemes launched in Nigeria in recent times (sponsored by Asset and Resource Management Limited (ARM), Fidelity Bank, Sterling Bank Plc [formerly managed by NAL Bank Plc] and Intercontinental Bank Plc [formerly managed by Gateway Bank Plc). Our experience in project financing includes the Novotel Port-Harcourt Hotel Project and G.S. Telecoms. Currently, our

 

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Trusteeship portfolio (i.e. Total Trust Assets under our management stand at an aggregate value of N62.6 billion, of which figure about N10.3 billion represents client’s funds under management). BOARD OF DIRECTORS OBA OTUDEKO MFR, OFR (CHAIRMAN) He is a fellow of the Institute of Chartered Accountants of Nigeria (ICAN), Chartered Institute of Bankers and the Chartered Institute of Secretaries. He is the Chairman of Honeywell Group of Companies and a Director of First Bank of Nigeria Plc. Mr. Otudeko is a seasoned banker of repute and an astute businessman with diverse interests in Manufacturing, Oil & Gas, Construction and Financial Services. BOLA ADESOLA A seasoned financial services expert, Bola was until her latest appointment Managing Director/Chief Executive of Kakawa Discount House Limited, a company she successfully repositioned from an essentially mono-product profile into a multi product enterprise. Most recently, she anchored the expansion of Kakawa’s asset management initiative through the establishment of Kakawa Asset Management Limited. She possesses over 17 quality years of banking experience and exposure in the local and international scenes. She spent nine years in Citibank Nigeria (Nigeria International Bank, a member of Citigroup). She was also part of the startup team for Citibank, Tanzania, Dar es Salaam where she served as pioneer Treasurer. NSIKAK EKURE (MANAGING DIRECTOR) Mr Nsikak Ekure, who holds a B.SC Social Science, M.B.A. Accounting as well as L.L.B and B.L. Degrees, has over 21 years experience in Investment and Commercial Banking. An Astute Banker, corporate finance specialist, chartered stockbroker and Lawyer, he has had varied hands- on experience in core investment and commercial banking unit of various banks. He commenced his banking career with ICON Ltd (Merchant Bankers) where he rose to the rank of senior Area Manager. He also worked briefly as a Senior Manager in ICON stockbrokers Limited. Late in his banking career, specifically from March 1994, he worked with Cooperative Development bank as an Assistant General Manager. In April 1995 he joined Grand Treasurer Nigeria limited in September 1996 as principal consultant and in November 1998 assumed duty in the Commercial Banking Division of First Bank of Nigeria Plc, from where he was appointed Managing Director & Chief Executive of First Trustees Nigeria Limited in March 1999. Mr Ekure has attended various professional and management training programmes by reputable agencies including Morgan Guaranty, Frankfurt; Lausanne, Switzerland; Wharton Business School, Philadelphia; INSEAD, France; Stanford Business school, California and New York Institute of finance. OUR FINANCIAL PERFORMANCE In addition to our pure trust portfolio, amounting to roughly N52.3 billion, our balance sheet reflects robust liquidity and high quality asset base. We have been able to achieve financial stability and steady growth during the past 20 years of operations drawing from the strong patronage of our clients, the goodwill and strong support of our Board of Directors and our Parent Bank.

*2005 (N’m) Total Assets Profit before taxation Profit after taxation Shareholders’ funds Duties of the Trustee 13,901 378.4 290.8 715.4

2004 (N’m) 12,922 310.8 210.8 546.9

2003 (N’m) 10,116 211.8 144.0 447.3

2002 (N’m) 8,197 148.1 101.1 303.2

2001 (N’m) 7,168 107.4 69.2 202.1

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
(a) (b) (c) (d) (e) (f) Safeguard the assets of the Fund; Take custody of the title documents of the Fund’s assets; Execute the Trust Deed under which the Fund is constituted; Protect the interest of the unit holders generally; Appoint a new Manager when it is in the best interest of the Fund to do so; and Ensure compliance of parties with the provisions of the Trust Deed.

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Statutory and General Information MATERIAL CONTRACT

The following contract entered into by the Fund is considered material to this offer: A Trust Deed dated ------------between Fidelity Bank Plc and First Trustees Nigeria Limited under the terms of which the Fund is constituted. CLAIMS AND LITIGATIONS As at the date of this Prospectus, the Manager has no claims or litigation pending or threatened against it. INDEBTEDNESS As at the date of this Prospectus, the Manager does not have any outstanding loans, mortgages, charges or other indebtedness except in the ordinary course of business. CONSENTS The following parties have given and not withdrawn their written consents to act as parties to the Issue with their names included in the form and context in which they appear: The Directors of the Sponsor/ Fund Manager Trustee Registrar Solicitor to the Fund Solicitors to the Trustee Reporting Accountants : : : : : Fidelity Bank Plc. First Trustees Nigeria Limited. : First Registrars Nigeria limited. Templars Barristers & Solicitors Akintola Williams Deloitte.

DOCUMENTS FOR INSPECTION Copies of the following documents may be inspected at the offices of Fidelity Bank Plc, 2, Kofo Abayomi Street, Victoria Island, Lagos Nigeria during normal business hours on weekdays (except public holidays) from 8.00 a.m. to 5.00 p.m. i) ii) iii) iv) The Certificate of Incorporation of the Sponsor/Fund Manager; The Memorandum and Articles of Association of the Sponsor/Fund Manager; The Certificate of Incorporation of the Trustee; The Memorandum and Articles of Association of the Trustee; The Audited Accounts of the Sponsor/Fund Manager for the five years ended June 30, 2006; The Reporting Accountants’ Report on the financial forecast for the first three years of the Fund; The Written Consents referred to above; and The Material Contract referred to above.

v)
vi) vii) viii)

Fees and Charges The Fund shall bear the following fees and expenses: (i) Management Fee An annual service charge of 0.83% per month or 10% per annum on the gross income of the Fund shall be paid monthly in arrears as Management fee to the Manager. Trustee Fee The Trustee fee, payable semi-annually in arrears, shall be 0.175% per annum of the gross income of the fund plus an initial take-on fee of N500,000 (five hundred thousand Naira). Registrar Fee This shall be an annual fee of N100,000.00 (one hundred thousand Naira) payable quarterly in arrears plus an initial take-on fee of N40.00 (forty Naira) per application received.

(ii)

(iii)

The initial costs of establishing the fund, estimated at N10 million, representing 2% of the proceeds of the initial offer, will be offset from the proceeds of the 5% sales/initial charge.

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Extracts from the Trust Deed The Trust Deed contains, inter, alia, the following provisions: CUSTODY OF TITLE DOCUMENTS AND CASH (9) i) The Trustee shall at all times keep in their own possession (or in the possession of such third parties as they may with the consent of the Manager appoint to act as their agents in this behalf) in safe custody all the investments and all documents of title or value connected therewith actually received by the Trustees or its nominees or such agents and shall be responsible for the safe custody and so far as practicable the realisation of Income Proceeds in respect of such part of the investments as may be within their or their nominee’s or agent’s control. SALE AND ISSUE OF NEW UNITS (12) i) ii) The Manager shall effect the issue of New Units for cash or in exchange of a valid election made pursuant to this clause at a price not exceeding the Offer Price plus, where applicable, the relevant Sales Commission. The Manager shall furnish to the Trustees half-yearly and, from time to time on demand, a statement of all issues and sales of Units specifying the price at which such Units were issued or sold and giving such other information as it may deem necessary to enable the Trustees ascertain at any time the value of the held assets. The Trustees shall be entitled to refuse to issue a certificate if at any time they are of the opinion that the provisions of this clause with regard to the issue and sale of Units has been, is being or is likely to be infringed but nothing in this sub-clause or else where in this Deed shall impose upon the Trustees any responsibility for satisfying themselves before issuing a certificate that the Manager has complied with the provisions of this clause unless requested in writing by a Unit holder to do so.

INVESTMENT OF THE HELD ASSETS (13) All property other than cash, which ought in accordance with the Trust Deed to form part of the held assets, shall forthwith after receipt by the Manager be vested in the Trustees for and on behalf of the Fund. Moneys forming part of the held assets shall be invested at the discretion of the Manager but with the consent of the Trustees in authorised investments or shall be retained in cash or placed on deposit or in short-term investments authorised by the Commission. REGISTRATION OF UNIT HOLDERS (20) (i) (ii) The Manager shall with the consent of the Trustees appoint a Registrar who shall create, maintain and keep on behalf of the Trustees a Register containing the names of all Unit holders. The Register hall be in such a form and be kept in such manner as the Trustees may from time to time direct and shall permit no alteration in its form or conduct without the prior consent of in writing of the Trustees which the Trustees shall be entitled to give or to withhold at their absolute discretion. The registrar shall promptly comply with all the requirements, which may be notified to it from time to time by the Trustees as to the form and conduct of the Register. The registrar shall at all times at the request of the Trustees supply to the Trustees all such information and explanations in relation to the Register and the conduct thereof as the Trustees may require. The Registrar shall permit the Trustees, the manager or any person representing them to have access at all reasonable times to the Register and to all subsidiary records and all documents, orders transfers, cancelled certificates or other papers relating to the conduct of the Register. The Trustees, Manager or any person representing them shall be entitled to attend at the Registrar’s premises at any time with or without previous notice to inspect any documents it may wish to see and to carry out such checks as may seem to it to be desirable. The Registrar shall cause details of the following information to be entered in the Register: (a) The full names and addresses of all Unit holders. (b) The number of units held, their nominal value and the reference number of the certificate issued in respect of them. (c) The date the units were purchased or if the units were acquired in a manner other than by direct purchase, the date and nature of such acquisition.

(iii) (iv) (v)

(vi) (vii)

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
(viii) (ix) The Registrar shall be notified as soon as possible of any change in the name or address of any Unit holder. The Registrar shall effect the requisite alterations in the Register upon being satisfied thereof. Any Unit holder or his nominee shall be entitled at all reasonable times during business hours and without charge to inspect the Register PROVIDED that if the register is kept in accordance with some mechanical or electronic system the provisions of this sub-clause will be satisfied by the production of legible evidence of the contents of the Register. The Register shall be closed for a maximum period of thirty (30) days in any one calendar year and for such periods as the Trustees may from time tot time determine and unit holders shall be entitled to receive at least two weeks notification of any intended closure by notices of such intention being published in at least two national daily newspapers. The Register shall be conclusive evidence as to the persons, respectively entitled to the units represented by the certificates entered therein and no notice of any Trust express, implied or constructive shall be entered upon the Register in respect of any such Units nor shall the Registrar save as herein otherwise provided and except as ordered by a court of competent jurisdiction or as by statute required be bound to recognise (even when having notice thereof) any trust or equity affecting the ownership of such units or the rights incidental thereto. On the death of any one of joint holders, the survivor or survivors shall be the only person or persons recognised by the Registrar and the Trustees as having any title to or interest in the Units represented by such certificates and upon producing such evidence of death as the Registrar may require and delivering up the certificate he or they shall be entitled to have the certificate duly endorsed or to have a fresh certificate duly issued in his or their name or names as may be appropriate. A body Corporate may be registered as a Unit holder or as one of two or more joint Unit holders. The executors or administrators of a deceased Unit holder (not being one of two or more joint Unit holders) or of the survivor of joint Unit holders as the case may be shall be the only person recognised by the Registrar and the Trustees as having any title or interest in his Units.

(x)

(xi)

(xii)

(xiii) (xiv)

AUDIT OF ACCOUNTS The accounts of the Fund relating to the management of the Trust will be audited up to the end of each financial year or such other date as may be agreed between the Trustees and the Manager and advised to Unit holders and certified by the Auditors. Such accounts shall contain all requisite information as well as all such other information as may from time to time be required by the Commission. The first accounts shall relate to the period from the date of commencement of operation to the end of the year. DUTIES AND RESPONSIBILITIES OF THE FUND MANAGER AND TRUSTEE Without prejudice to any indemnity allowed by law or elsewhere herein given to the Trustees or to the Manager, the following provisions shall apply in addition to any other powers, duties and indemnities that may be given by law: (i) Neither the Trustees nor the Fund Manager shall be responsible for the authenticity of any signature on or any seal affixed to any endorsement on any certificate or to any transfer or form of application or endorsement or other document affecting the title to or transmission of Units or investments or be in any way liable for any forged or unauthorised signature or on a seal affixed to such endorsement transfer or other document or for acting on or giving effect to any such forged or unauthorised signature or seal. (ii) Neither the Trustees nor the Manager shall incur liability in respect of any action taken or thing suffered by them in good faith in reliance upon any notice, resolution, direction; consent, certificate, affidavit, statement, plan of reorganisation or other paper or document believed to be genuine and to have been passed, sealed or signed by the proper parties including themselves or their officers. (iii) Neither the Trustee nor the Fund Manager shall incur any liability to the Unit holders for doing or failing to do any act or thing which by reason of any provision of any present future law or regulation made pursuant thereto, or of any decree, order or judgement of any court or by reason of any request, announcement or similar action (whether of binding legal effect or not) which may be taken or made by any person or body acting with or purporting to exercise the authority of any Government (whether legally or otherwise) which either the Trustee or the Manager shall be directed or requested to do or perform or to forbear from doing or performing. REMOVAL AND RESIGNATION OF THE MANAGER

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
The Trustees may in consultation with and approval of the Commission remove the Manager if: (a) Its certificate of registration as a Capital Market Operator is withdrawn or revoked by the Commission. (b) It goes into liquidation other than a voluntary liquidation for the purpose of amalgamation or reconstruction on terms previously approved in writing by the Trustees or if a Receiver is appointed to take charge of the affairs and undertaking of the Manager or any part thereof. (c) The Unit holders should pass a valid Extra-Ordinary Resolution approving the removal of the Manager. (d) The Manager shall have power to resign in favour of some other body corporate approved by the Sponsor, the Trustees and the Commission. PROVIDED that the Manager shall not be permitted to so retire save upon the appointment of a new manager.

(e)

On the happening of any of the events stated in the clause, the Sponsor shall subject to the provisions of Section 125(3) of the Investments and Securities Act, 1999 appoint with the approval of the Commission some other body corporate to be the manager hereof and such Manager shall enter into such deed or deeds as shall be deemed necessary or desirable to be entered into to ensure its due performance of all the duties and obligations required of it during the remainder of the Trust Period.

COVENANTS BY THE FUND MANAGER (35) The Manager hereby covenants with the Trustees as follows: (i) (ii) (iii) (iv) Not to engage in any activities other than those mentioned in Section 140(2) of the Investment and Securities Act, 1999. Not to borrow money on behalf of the Fund for the purpose of acquiring securities or other property of the Fund. Not to lend money forming part of the held assets to any person so as to enable such a person to purchase any of the Units in issue or to be issued. Not to mortgage or charge or impose any other encumbrance on any part of the held assets. Not to engage in any transactions which are not in the interest of the Unit Holders. To cause proper books of accounts to be kept and annual accounts to be prepared in accordance with Section 134(1) of the Investment and Securities Act, 1999 and to permit the Trustees from time to time on demand to examine and take copies of or extracts from any such books of accounts.

(v)
(vi)

MANAGER AND TRUSTEE MAY ACT AS MANAGER AND TRUSTEE OF OTHER TRUSTS (39) (i) The Manager and the Trustee shall be entitled in conjunction or separately to establish and act as Manager or Trustees for trusts separate and distinct from the Trusts hereby constituted. Where the trustees and Manager act as trustees and manager of other trusts which are authorised unit trust schemes as defined by section 124 of the investments and Securities Act, 1999 the effective control of the company which acts as manager for such other scheme shall be exercised independently of the company which acts as trustees under such scheme.

(ii)

TERMINATION OF THE TRUST The Trusts hereby created may be terminated on the happening of all or any of the following events: (i) If the Trustees are advised in writing by the Manager that it believes that the investment objective of the Scheme can no longer be reasonably achieved.

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
(ii) If any law passed or regulations or decision of a court of competent jurisdiction or government policy is made which in the judgement of the Manager and/or the Trustees render it illegal or impractical to continue the Scheme. If the Commission revokes the authorisation of the Scheme. If a request for termination is made by the Unit holders pursuant to an Extra-Ordinary resolution duly passed at a meeting validly held in accordance with the terms of the First Schedule hereto.

(iii) (iv)

PROVISIONS ON THE TERMINATION OF THE TRUST (i) The Trustees shall not later than two months before the termination of the Trust under any of the relevant provisions of this Deed give notice to the Unit holders advising them of the impending distribution of the held assets. During the time limited by the aforesaid notice the Manager shall continue to give effect to any Redemption Request given under clause hereof. In the event of termination of the Trust, the Manager shall use its best efforts to effect a market sale of all assets of the Fund for the best prices available at such time and shall thereupon pay all the net cash proceeds derived from the realisation of the assets of the Fund to the Unit holders in proportion to their respective interests in the Fund through the Trustees.

(ii) (iii)

ADVERTISEMENTS AND CIRCULARS The Manager shall not issue or cause to be issued on its behalf any advertisements, circulars or any other similar written statement upon which is disclosed the Offer Price or the payments of other benefits received or likely to be received by the Unit holders or which contains an invitation to prospective or existing Unit holders to buy Units without disclosing also on the same document the yield from the Units and obtaining the prior approval of both Trustees and the Commission to such document being issued. MISCELLANEOUS The original copy of this Deed and any Deed supplemental hereto shall be kept by the Trustees at their head office and copies of such documents shall at all times during usual working hours be made available by the Manager and by the Trustees at their respective head offices for inspection by the Unit holders and prospective Unit holders. Unit holders shall be entitled to receive from the Manager a copy of such Deeds aforesaid an production of their certificate and making request therefore to the Manager and on payment to the Manager of such sum as will cover the cost of issuing each copy of the document required and the Manager shall on demand supply to the Trustees such copies of such Deeds as it may from time to time require. RIGHTS OF UNIT HOLDERS Unit holders shall not have or acquire any right against the Manager or the Trustees in respect of Units save such as are expressly conferred upon them by this Deed or by any laws, regulations or court orders. POWER TO MODIFY The Trustees and Manager: -

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
shall be entitled to, with the prior approval of the Commission by Deed supplemental hereto modify, alter or add to the provisions of this Deed in such manner and to such extent as they may consider expedient for any purpose (including in particular and without prejudice to the generality of the foregoing any sub-division or consolidation of Units). PROVIDED that unless the Trustees shall certify in writing that in their opinion such modification, alteration or addition does not prejudice the interests of the Unit holders and does not operate to release the Trustees or the Manager from any responsibilities to the Unit holders no such modification, alteration or addition shall be made without the sanction of an Extraordinary Resolution of a meeting of Unit holders duly convened and held in accordance with the provisions contained in the First schedule hereto and PROVIDED also that no such modification, alteration or addition shall impose upon any Unit holder any obligation to make any further payment in respect of his Units or to accept any liability in respect thereof.

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Instructions for Completing Application Form 1. Applications must be made only on the official Application Forms. Applications made on a newspaper cutting or on a Photostat copy of the Application Form will be rejected. 2. Applications must be for not less than the minimum number of units and in the multiples stated on the Application Form. The number of units for which application is made and the value in Naira of cheque or bank draft or cash attached, should be entered in the boxes provided. 3. Applicants should indicate their choice of unit-type (i.e. either Income or Accumulation) by ticking beside the desired group. Application Forms when completed should be lodged with any of the Banks or Stockbrokers listed on page 45. Applications must be accompanied by cash, cheque or bank draft crossed “NDGF” with the name and address of the applicant at the back, for the full amount due on application. The cheque or bank draft should be made payable to the Bank or Stockbroker with whom the application is lodged. All cheques will be presented for payment on receipt and applications in respect of which cheques are returned unpaid for any reason will be rejected.
4.

5. Each applicant should make only one application, whether in his own name or in the name of a nominee. Multiple or suspected multiple applications will be rejected. 6. Joint applicants must all sign the Application Form.

7. Applicants must be 18 years of age or over and must not be applying as nominees for persons who do not meet this requirement. 8. Applications from corporations must bear the corporation’s seal and completed under the hand of a duly authorised official who should also state his designation. The Corporate Applicant should also state its RC number. 9. Application from a group of individuals, which is not incorporated, should be made in the names of those individuals with no mention of the name of the group. An application by a firm, which is not registered in accordance with the Companies and Allied Matters Act. 1990 should be made whether in the name of the proprietor or in the names of the individual partners. In neither case should the name of the firm be mentioned. 10. Application from Pension or Provident Funds must be in the name of each individual trustee unless the trustee is a limited liability company. 11. Applications by an illiterate should bear his/her right thumb print on the Application Form and be witnessed by an official of the Bank or Stockbroker at which the application is lodged who must first have explained the meaning and effect of the Application Form to the illiterate in the illiterate’s own language. The witness must record in writing that he has given this explanation to the illiterate in a language understandable to them and that the illiterate appeared to have understood the same before affixing his/her thumb impression. The witness should then sign below the thumbprint and add above his signature, the date and words “FREE OF CHARGE”. 12. 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 the Offer as an illiterate and his right thumbprint should be clearly impressed on the Application Form.

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
APPLICATION FORM Application List Application List Opens---------2006 Nigeria International Growth Fund Fidelity Bank Plc (RC103022) offer for subscription a total of N 2,000,000,000 (approx. US$17,620,000) made up of 2,000,000,000 Units of N1 each with an initial Closing at 500,000,000 Units in Nigeria International Growth Fund (Authorised & Registered in Nigeria as a Unit Trust Scheme) at N1.05 per Unit(approx.US$9.25 per 1,000 Units ) Minimum subscription – 10,000 Units Payable in full on Application Unit type opted Number Value of Value of for (tick one): of Units Units cash/Draft Incom Applied Applied for attached e for N Accumulati on DECLARATION I/We, being 18 years of age or over attach a cheque/bank draft/cash for the above-stated sum being the amount payable in full on application for the above number of Units in the Fund at N1.05 per unit. I/We agree to accept the same or any smaller number of Units in respect of which allotment may be made upon the terms of the Offer and subject to the Prospectus dated---------2002 and subject to the provisions of the Trust Deed under which the Nigeria Diaspora Growth Fund is constituted. I/We hereby declare that I/We have read a copy of the Prospects dated ……., 2002 issued by Fidelity Bank Plc on behalf of the Fund. 1. Individual Applicant Usual Signature/Thumb Print…………………………………………….. Surname …………………………………………………………………… Date …………………, 2002-[state title or whether Chief/Dr/Mr./Mrs. Other Names [in block letters] ……………………………………………. Occupation ………………………………………………………………… for Registrars’ Use Only Full Postal Address ………………………………………………………… ……………………………………………………………………………… Number of units applied for Telephone Number ………………………………………………………… If thumb print, witnessed by ………………………………………………. Joint Applicants Usual Signature [for joint applicants]…………………………………….. Surname …………………………………………………………………… [state title or whether Chief/Dr/Mr./Mrs.] Other Names [in block letters] ……………………………………………. Paid Occupation ………………………………………………………………… Full Postal Address ………………………………………………………… ……………………………………………………………………………… Telephone Number ………………………………………………………… be returned Units Allotted Closes------------2006

Example: No. of units(10,000 min,, 1,000 multiples thereafter) 10,000 11,000 etc

Amount Payable N10,500 N11,550 etc

2.

Amount N Amount to

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
If thumb print, witnessed by ………………………………………………. 3. Corporate Applicant Full Name …………………………………………………………………. Address ……………………………………………………………………. Incorporation Number/Corporate Seal …………………………………….. Authorised Signatory ………………………………………………………. Authorised Signatory ………………………………………………………. Telephone Number ………………………………………………………… N

Cheque Number

Stamp of Receiving Agent

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Instructions for Completing Application Form (US Dollar subscriptions) 13. Applications must be made only on the official Application Forms. Applications made on a newspaper cutting or on a Photostat copy of the Application Form will be rejected. 14. Applications must be for not less than the minimum unit of units and in the multiples stated on the Application Form. The number of units for which application is made and the value in US$ should be entered in the boxes provided. Payments in favour of the Nigeria Diaspora Growth Fund shall be made by Swift transfer to either of the following two accounts:
15.

♦ Payments in US$ - A/C No. 3611-5264 - Citibank N.A. 111 Wall Street, New York 10043. ♦ Payments in British Pounds – A/C No 8073295 – Citibank N.A., 336 Strand, London, WCR 1HB, England. 16. Applicants should indicate their choice of unit-type (i.e. either Income or Accumulation) by ticking beside the desired group. 17. Completed application forms accompanied by evidence of remittance should be forwarded to: The Manager, Nigeria International Growth Fund Fidelity Bank Plc 2, Kofo Abayomi Street, Victoria Island, Lagos, Nigeria,

18. Each applicant should make only one application, whether in his own name or in the name of a nominee. Multiple or suspected multiple applications will be rejected. 19. Joint applicants must all sign the Application Form.

20. Applicants must be 18 years of age or over and must not be applying as nominees for persons who do not meet this requirement. 21. Applications from corporations must bear the corporation’s seal and completed under the hand of a duly authorised official who should also state his designation. The Corporate Applicant should also state its RC number. 22. Application from a group of individuals, which is not incorporated, should be made in the names of those individuals with no mention of the name of the group. An application by a firm, which is not registered in accordance with the Companies and Allied Matters Act. 1990 should be made whether in the name of the proprietor or in the names of the individual partners. In neither case should the name of the firm be mentioned. 23. Application from Pension or Provident Funds must be in the name of each individual trustee unless the trustee is a limited liability company.

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
APPLICATION FORM – US DOLLAR SUBSCRIPTIONS

Application List Application List Opens --------2007
Nigeria International Growth Fund

Closes ---------2007

Fidelity Bank Plc
offer for subscription a total of N 2,000,000,000 (approx. US$17,620,000) made up of 2,000,000,000 Units of N1 each
with an initial Closing at 500,000,000 Units (RC103022)

in
Nigeria International Growth Fund
(Authorised & Registered in Nigeria as a Unit Trust Scheme)

Unit type opted for (tick one): Incom e

at N1.05 per Unit(approx.US$9.25 per 1,000 Units ) Minimum subscription – 10,000 Units Payable in full on Application Number Value of Value of funds Example: No. of of Units Units transferred units (10,000 Applied Applied for US$ min.,1,000 for US$ Multiples thereafter)

Amount Payable US$

Accum ulation
DECLARATION

10,000 etc.

units $92.50 etc.

I/We, being 18 years of age or over attach herewith evidence of remittance of the amount payable for the above number in full on application for the above number of Units in the Fund at the US$ equivalent of N1.05 per unit. I/We agree to accept the same or any smaller number of Units in respect of which allotment may be made upon the terms of the Offer and subject to the Prospectus dated---------2002 and subject to the provisions of the Trust Deed under which the Nigeria Diaspora Growth Fund is constituted. I/We hereby declare that I/We have read a copy of the Prospects dated ……., 2002 issued by Fidelity Bank Plc on behalf of the Fund. 1. Individual Applicant Usual Signature/Thumb Print………………………………………………. Surname ……………………………………………………………………. 2002-[state title or whether Chief/Dr/Mr./Mrs. Other Names [in block letters] …………………………………………….. Occupation …………………………………………………………………. Only Full Postal Address ………………………………………………………… ………………………………………………………………………………. Tel/Fax Number ……………………………………………………………. E-mail Address ……………………………………………………………… Joint Applicants Usual Signature [for joint applicants]…………………………………….. Surname …………………………………………………………………… [state title or whether Chief/Dr/Mr./Mrs.] Other Names [in block letters] ……………………………………………. Occupation ………………………………………………………………… Full Postal Address ………………………………………………………… ……………………………………………………………………………… Tel/Fax Number ………………………………………………………… E-mail Address ………………………………………………. Corporate Applicant Full Name …………………………………………………………………. Address ……………………………………………………………………. number Incorporation Number/Corporate Seal …………………………………….. Authorised Signatory ……………………………………………………….

Date

…………………,

for Registrars’ Use Number of unit applied for

2.

Units Allotted

Amount Paid $ Amount to be returned $

3.

Cheque/Bank

draft

NIGERIA DIASPORA GROWTH FUND 40

THE FUND
Authorised Signatory ………………………………………………………. Telephone Number …………………………………………………………

Stamp of Receiving Agent

NIGERIA DIASPORA GROWTH FUND 40

THE FUND Receiving Agents
Completed Application Forms may be submitted to any of the following banks and stockbrokers to whom brokerage at the rate of N1.00 per N100 worth of units allotted in respect of Application Forms bearing their official stamp will be paid: BANKS

STOCKBROKERS AND OTHERS
AAA Stockbrokers Ltd Akitorch Securities Ltd Allbond Investment Ltd Altrade Securities Ltd Anchoria Investment & Securities Ltd Apex Securities Ltd Asset Plus Securities Ltd Beaver Securities Ltd BFCL Assets & Investment Ltd BGL Limited Broad Edge Sec Ltd. BSD Securities Ltd Calyx Securities Ltd Capital Assets Ltd Capital Bancorp Ltd Capital Express Securities Ltd Capital Partners Ltd Cashville Investments & Securities Ltd Centre-Point Investment Ltd Century Securities Limited City Securities Ltd Clearview Investment Co Ltd Colvia Securities Ltd Cooper Fleming Stockbrokers Ltd Counters Trust Securities Ltd Crossworld Stockbrokers Ltd CSL Stockbrokers Ltd Davandy Finance & Securities Ltd DBSL Securites Ltd De-Lords Securiteis Ltd Denham Management Ltd Dominion Trust Ltd Dynamic Portfolios Ltd Eagle Stockbrokers Ltd Empire Securities Ltd Enterprise Stockbrokers Ltd Epic Investment Trust Ltd Excel Securities Limited Express Portfolio Services Ltd F & C Securities Ltd Falcon Securities Ltd FBC Trust & Securities Ltd Fidelity Finance Co. Ltd Fidelity Union Securities Limited Foresight Securities & Investment Ltd Forte Assets Management Ltd Fountain Securities Ltd Future View Securities Ltd General Securities Ltd Global Asset Management Ltd Golden Securities Ltd Gosord Securities Ltd Great Africa Trust Ltd Heartbeat Investment Ltd Heritage Investment & Securities Ltd Hillcrest Securities Ltd IB Finance & Securities Ltd IBTC Asset Management Ltd ICMG Securities Ltd IMB Securities Ltd Interlinked Securities & Investments Ltd. International Capital Securities Ltd International Standard Securities Ltd Interstate Securities Ltd Investors & Trust Co. Ltd Island Securities Ltd JB Finance Jenkins Investments Ltd Kinley Securities Ltd Kundila Finance Services Ltd Laksworth Investment & Securities Ltd. Lilygate Securities & Investment Ltd Lynac Securities Ltd M & F Investments Ltd M.J. Securities & Investment Ltd Magnartis Finance & Investment Ltd Mainland Trust Ltd Marriot Securities & Investment Co. Maxifund Investment & Securities Ltd. Mayfield Investment Ltd MBC Securities Ltd Midas Stockbrokers Ltd Mission Securities Ltd Molten Trust Ltd Multinational Invest & Securities Ltd Networth Securities & Finance Ltd Newdevco Finance Services Co. Ltd Nigerian Stockbrokers Ltd PAN Securities Ltd Pilot Finance Ltd Premium Securities Ltd Prexise Securities Ltd Profund Securities Ltd Prominent Securities Ltd Prudential Securities Ltd Resano Securities Ltd Resort Securities & Trust Ltd Reward Investments & Securities Ltd Richmond Securities Ltd Rims Securities Ltd RivTrust & Securities Sanbros Trust Securities Ltd Securities Solutions Ltd Securities Swaps Ltd Securities Transactions & Trust Co. Sigma Securities Ltd Signet Investment & Securities Ltd Silver Financial Services Ltd Solid-Rock Securities & Investments Ltd Solihat Investment Finance & Trust Co. Ltd Stanwal Securities Ltd Sterit Securities Ltd Summa Guaranty & Trust Co. Ltd Summit Finance Co. Ltd Synergy Assets & Trust Ltd The Investors Advisors Ltd Thomas Kingsley Securities Ltd Tiddo Universal Securities & Finance Ltd TMB Securities Ltd Tomil Trusts Ltd Trade Link Finance & Securities Ltd Transworld Investment Ltd Trust & Financial Services Ltd Trusthouse Investments Ltd TRW Stockbrokers Ltd Turning Point Investments Ltd UNEX Securities and Investment Ltd Universal Investment & Dev. Co. Plc Valmon Securities Ltd. Valueline Securities & Investment Ltd Visa Investments & Securities Ltd Vision Trust and Investment Ltd

Financial Equities Ltd First Stockbrokers Ltd FIS Securities Ltd

Omas Investment & Trust Ltd OMF Securities & Finance Ltd Options Securities Ltd

Wall Street Trust Co. Ltd Yonge Street Securities Ltd. PAN Securities Ltd

NIGERIA DIASPORA GROWTH FUND 40

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