1

2
CAUTIONARY STATEMENTS
This offer document has been prepared in accordance with the Capital Markets and Securities Act, Cap 79 of the
laws of Tanzania and the Capital Markets and Securities (Collective Investment Schemes) Regulations 1997.

A copy of this Offer Document has been delivered to the Capital Markets and Securities Authority (CMSA) for
approval. The securities offered have not been approved or disapproved by the Authority. Approval of this offer
document by CMSA is not taken as an indication of the merits of iTrust Finance Limited or its application. The units
offered in this offer document have not been approved or disapproved by the CMSA.

Prospective investors should carefully consider the matters set forth under the caption “Risk Factors” under
Section 7 of this prospectus. If you are in doubt about the contents of this offer document, you should consult your
stockbroker, bank manager, lawyer, accountant or other financial adviser.

The value/prices of units of iCash Fund, as well as income from the units may go up or down.

This Offer Document sets forth concisely, the information about the Scheme that a prospective investor ought to know
before investing. The Offer Document should be retained for future reference. The Scheme particulars have been
prepared in accordance with the Capital Markets and Securities Act, Cap 79 of the laws of Tanzania and the Capital
Markets and Securities (Collective Investment Schemes) Regulation, GN. 770 of 1997.

3
RESPONSIBILITY STATEMENT
This Offer document has been reviewed and approved by the Directors of iTrust Finance Limited and they collectively
and individually accept full responsibility for the accuracy of all information contained herein and confirm, having
made all enquiries which are reasonable in the circumstances, that to the best of their knowledge and belief, there
are no other facts omitted which would make any statement herein misleading.

The Capital Markets and Securities Authority has approved the issue, offer or invitation in respect to the iCash
Fund Unit Trust Scheme, the subject of this Offer document, and the approval shall not be taken to indicate that the
Capital Markets and Securities Authority recommends the investment.

The Capital Markets and Securities Authority will not be liable for any non-disclosure on the part of iTrust Finance
Limited and takes no responsibility for the contents of the Offer document, makes no representation as to its
accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from, or
in reliance upon the whole or any part of the content of this offer document.

The Offer Document shall remain active until a “material change” (other than a change in the Fundamental attributes
and within the purview of this Offer Document) occurs and thereafter the changes will be submitted to the Authority
for authorization and circulated to Unit Holders.

Date
15th October 2024

Director Secretary

4
5
GLOSSARY OF DEFINITIONS AND ABBREVIATIONS
In this Offer document the following abbreviations, words and expressions shall bear the following meanings
unless otherwise stated:

Acceptance Date /Date Means the date on which a Statement of Account/ Service Request Form (pertaining to subsequent period
of Acceptance/DOA transactions) is received and approved within the specified banking hours (i.e. from 09.00 hours to 16.00
hours) of a Business Day, by the Manager or a designated agent of the Manager.

Act Means the Capital Markets and Securities Act, Cap 79 of the laws of Tanzania.

Additional Investment Means investment made during subsequent sale period by existing unit holders.

Authority Means the Capital Markets and Securities Authority established under the Act.

Banking Act Means the Banking and Financial Institutions Act, No. 5 of 2006.

Book Closure Dates Means the dates during which the Register of Unit Holders is closed by the Scheme for the purposes of
administration of income distribution or any other purpose.

Business Day/Working Means a day other than (i) Saturday and Sunday or (ii) a day on which the principal stock exchange of the
Day Country [i.e. Dar es Salaam Stock Exchange] or the Bank of Tanzania or banks in Dar es Salaam are closed
for business, or (iii) a day on which the iTrust Finance Limited offices remain closed.

CIS Regulations Means the Capital Markets and Securities (Collective Investment Schemes) Regulations, GN No. 770 of 1997.

Citizen Means a citizen of the United Republic of Tanzania in accordance with the Citizenship Act, 1995 including
citizens of the East African Community as per the provisions of the Act.

Commencement Date Means the date on which the Manager for the first time offers for sale to the public units in the scheme.

Compulsory Charge Means any fiscal charge and any necessary charge payable for the benefit of any person other than the
Manager in connection with the acquisition or holding of securities acquired by the scheme.

Cool off Period Means the period not exceeding 10 business days beginning immediately after the initial sale closure date and
during which sale and repurchase operations will not be carried out under the scheme.

Custodian/Trustee Means National Bank of Commerce Limited (NBC)

Directors Means the Board of Directors of iTrust Finance Limited.

Financial Year Means the period commencing on 1st January and ending on 31st December of every year.

Fund Means the “iCash Fund” incorporated pursuant to the Trust Deed.

Immediate Family Means an individual’s spouse, parents, children (including adopted and stepchildren), siblings, grandparents
Member and grandchildren.

Initial Sale Means the sale of units by the scheme from the commencement date up to a specific period as determined
by the Manager.

Initial Investment Means amount invested by an investor during the initial sale period and the first investment an investor makes
during subsequent sale.

Manager Means iTrust Finance Limited.

6
Management Fee Means a percentage of the NAV of the Fund that is paid to the Manager for managing the fund.

Net Asset Value (NAV) Means the value arrived at after taking the value of the scheme’s assets and subtracting there-from the
liabilities of the scheme, taking into account the accruals and provisions.

NAV per Unit Means the Net Asset Value of the Fund at a particular valuation point divided by the number of Units in
circulation at that same valuation point.

Offer Price Means the price payable by an applicant for a Unit during the Initial Sale Period.

Ordinary Resolution Means a resolution passed by a simple majority of the total number of votes cast by Unit Holders present in
person or by proxy at an ordinary meeting of Unit Holders.

Register Means the register of unit holders maintained by the Manager.

Repurchase/Redemption Means the purchase of Units either in part or full, by the Scheme from Unit Holders previously sold and held
by Unit Holders. Note that the terms “Repurchase” and “Redemption” are synonymous and can be used
interchangeably.

Repurchase NAV Means the price at which an investor will redeem cash from the fund.

Sale Means the initial sale and the subsequent sale of units and is explained as follows:
a) Initial Sale means the offer for sale of units during initial sale period.
b) Subsequent Sale means the offer for sale of units after closure of the Initial Sale.
Note: subsequent sale to commence not later than 10 business days cool off period from the initial
sale closure date

Sale NAV Means the price at which an investor will purchase Units in the Fund.

Scheme Means iCash Fund incorporated pursuant to the Trust Deed. In this document, unless the context otherwise
requires, the Scheme means the Fund and vice versa.

Statement of Account Means an accounting advice issued by the scheme to a unit holder indicating the number of units held by the
unit holder in the scheme.

Time Means East African Standard Time.

Trust Deed Means the trust deed entered into between the Manager, the Trustee/Custodian and the Unit Holders along
with all the exhibits appended hereto and includes any supplemental deed to the Trust Deed.

Unit Means a unit issued under the scheme representing a proportionate right in the beneficial ownership of the
assets and to entitlements under the scheme.

Unit Capital Means the aggregate of the face value of units issued under the scheme and outstanding for the time being.

Unit Holder Means a person recognized by the scheme as a bona fide holder of units.

General Words and In this Offer Document, unless otherwise stated, monetary amounts are expressed exclusive of government
Expressions and statutory taxes (if any).

Any law, subsidiary legislation, guideline or regulation shall include any amendment, modification, extension
or re-enactment thereof.

7
CONTENTS

CAUTIONARY STATEMENTS 3

RESPONSIBILITY STATEMENT 4

GLOSSARY OF DEFINITIONS AND ABBREVIATIONS 6

CORPORATE DIRECTORY 10

DIRECTORS OF THE FUND MANAGER 11

TIMETABLE 11

1. SUMMARY OF THE FUND 12

2. INFORMATION ABOUT THE FUND 16

2.1 Brief on the Fund 16
2.2 Investment Objective 16
2.3 Investment Policy and Strategy 16
2.4 Asset Allocation 16
2.5 Change in Investment Pattern 16
2.6 Benchmark 16
2.7 Eligible Investors 17
2.8 Permitted Investments 17
2.9 Initial Issue Expenses 17
2.10 Valuation of the Assets of the Fund 17
2.11 Borrowing Restrictions 17

3. FEES, CHARGES AND EXPENSES 18

3.1 Fees and Charges directly incurred by Unit Holders 18
3.2 Fees and Expenses indirectly incurred by Unit Holders 18
3.3 Other Expenses Directly Related to the Fund 18
3.4 Reduction / Waiver of Fees 19
3.5 Taxation 19

4. TRANSACTION INFORMATION 20
4.1 Subscription of Units 20
4.2 Payment For Acquisition of Units 21
4.3 Redemption of Units 21
4.4 Switch or Transfer of Units 21
4.5 Lien on Units 22
4.6 Dealing, Suspension and Deferral of Dealing 22
4.7 Periodic Reporting to Unit Holders 22

8
5. MANAGEMENT OF THE SCHEME 24
5.1 The Manager 24
5.2 Functions of the Manager 24
5.3 Financial Position of the Manager 24
5.4 Board of Directors 25
5.5 The Investment Committee 27
5.6 The Management Team 28
5.7 Material Litigation 30
5.8 Conflict of Interest 30
5.9 Removal of the Manager 30

6. TRUSTEE & CUSTODIAN 32

6.1 Background of the Trustee 32
6.2 Board of Directors 32
6.3 Senior Management of the Trustee 34
6.4 Trustee’s Declaration 36
6.5 Duties and responsibilities of the Trustee 36
6.6 Trustee’s Statement of Responsibility 36
6.7 Trustee’s Delegate 36
6.8 Removal of the Trustee/Custodian 36

7. RISK FACTORS 38
7.1 General Risks 38
7.2 Specific Risks 39
7.3 Risk Management/Mitigation 40

8. RIGHTS AND LIABILITIES OF UNIT HOLDERS 41

8.1 Unit Holders’ Rights 41
8.2 Unit Holders’ Liabilities 41

9. POWER TO CALL FOR UNIT HOLDERS MEETINGS 42

9.1 Meetings Directed by the Unit Holders 42
9.2 Meetings Summoned by the Trustee 42
9.3 Meetings Summoned by the Manager 42
9.4 Provisions Governing Unit Holders’ Meetings 42
9.5 Decision making 42
9.6 Termination of the Fund 42

10. APPLICATION FORM 44

9
CORPORATE DIRECTORY
Sponsor, Manager & iTrust Finance Limited
Investment Advisor P.O. Box 22636,
429 Mahando Street,
Block C, Ground Floor
Masaki, Dar es Salaam,
Tanzania

Trustee/Custodian National Bank of Commerce

Limited
NBC House,
Sokoine Drive & Azikiwe Street
P.O. Box 1863
Dar es Salaam, Tanzania

Registrar & Transfer Agent iTrust Finance Limited

P.O. Box 22636,
429 Mahando Street,
Block C, Ground Floor
Masaki, Dar es Salaam,
Tanzania

Auditors PricewaterhouseCoopers
Tanzania
Pemba House
369 Toure Drive
Oysterbay
P.O. Box 45, Dar es Salaam

Legal Advisors Vertex Law Chambers

P.O. Box 19902,
2nd Floor, Raha Towers,
Maktaba/Bibi Titi Rd,
Dar es Salaam, Tanzania

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Directors Of the Fund Manager

Name Position

1 Mr. Aunali Fidahussein Rajabali Chairman

2 Prof. Mohamed Hersi Warsame, CFA Director

3 Mr. Tim Staermose Director

4 Mr. Shakeel Nazarali Director

Timetable

Event Date
Opening of the Offer 4th November, 2024

Closing of the Initial Sale 29th November, 2024

Approval of Unit Holder’s Register by CMSA 13th December, 2024

Scheme to open for Subsequent Sale 17th December, 2024

Notification of Results 17th December, 2024

Opening of repurchase operations 17th December, 2024

11
1. SUMMARY OF THE FUND

The following is a summary of the terms and conditions of an investment in the iCash Fund. This summary draws
attention to information contained elsewhere in this Offer document; it does not contain all the information a prospective
investor in the Fund should consider in making an investment decision.

This summary should be read together with the entire Offer document. Investors are advised to seek information on
the applicable fees and charges before investing in the Fund.

Name of the fund iCash Fund.

Fund Creation Date November 4th 2024.

Fund Manager iTrust Finance Limited.

Address of Fund 429 Mahando Street, Block C, Masaki, Dar es Salaam

Manager

Custodian/Trustee NBC Limited.

Fund Category This is a Money Market Fund.

Nature of the Fund Low risk with high level of liquidity.

Fund Objective The primary objective of this Fund is to provide investors with an opportunity to manage
their liquidity by investing in short term fixed income securities while earning competitive
returns.

Eligible Investor(s) Open for investment to Resident and Non-Resident Tanzanians and other investors as
per the provisions of the Act and CIS Regulations, which includes individuals [including
minors] as well as non-individual investors like Pension Funds, Banks, Government
Organizations, Regulatory Authorities, Armed Forces, NGOs, and Other Corporate
Bodies etc.

Holding Basis Single OR Joint holding (as opted by respective investors).

Face Value The initial (face) value of a unit is TZS 100.

Offer Price Units shall be sold at the offer price of TZS 100 per unit during the Initial Sale period.

Initial Sale Period Initial Sale period shall commence from 4th November 2024 till 29th November 2024.

Commencement Date The Fund will commence on the Business Day after the end of the Initial Sale Period.

Liquidity Scheme units to remain open for Repurchase on all Business Days [Note: Repurchase to
commence after the Cool Off Period].

Repurchase amount shall be directly credited into the Unit Holder’s bank account, digital
wallet or mobile money number after 3 business days.

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Investment Policy The Fund seeks to achieve its objective by investing in deposits and short-term fixed
and Strategy income and money market securities.

The investment strategy will involve actively managing the maturities of each investment
to the extent possible to enhance the returns of the Fund.

The Fund will also be actively managed to meet potential liquidity requirements of the
Fund.

Asset Allocation The Fund’s portfolio will be structured as follows:

Up to 100% of the NAV will be placed in deposits and short-term fixed income and money
market instruments, with at least 75% of the NAV placed in deposits and short-term fixed
income and money market instruments that have an average remaining maturity of 5
years or less.

Investment Risks The risks associated with an investment in the Fund are set out in the section 7 titled “Risk
Factors” of this Offer document.

Fund Benchmark 364 Day Treasury Bill Weighted Average Yield.

Source: Bank of Tanzania

Investors should be aware that investing in the Fund is not the same as placement of
moneys in deposits. The capital and returns of the Fund are not guaranteed and there are
risks involved. Hence, the risk profile of the Fund does not reflect that of a deposit. The
Fund has a higher risk profile than a deposit.

Investors’ Profile The Fund is suitable for investors who:

− Seek to invest in a money market fund.
− Seek investment income with high liquidity.
− Have low risk tolerance; and
− Prefer a short to medium-term investment horizon.

Financial Year End The period ending on the 31st day of December of every calendar year, for the avoidance
of doubt, the first financial year shall commence on the date of this prospectus and may
be longer than one calendar year but less than two years.

Minimum Initial TZS 100,000 or such other amount as the Manager may prescribe from time to time.
investment
Minimum Additional TZS 10,000 or such other amount as the Manager may prescribe from time to time.
Investment
Maximum Investment No Limit

Redemption Unit Holders may redeem their investments in the Fund on any Business Day by issuing
instructions to the Manager through the mobile application or by completing the prescribed
redemption request form or such other manner as the Manager may accept. Redemption
request forms shall be returned to the Manager on any Business Day.

The redemption request forms shall be available at the office of the Manager, at branches
of the Trustee/Custodian and online on the website of the Manager.

Redemption proceeds shall be based on the closing Repurchase NAV of the Business
Day on the day the redemption request form is received and verified by the Manager.

Redemption proceeds will be paid to Unit Holders within 3 Business Days (T+3 basis)
upon receipt of the redemption request form.

Minimum Redemption TZS 10,000 or such other amount as the Manager may prescribe from time to time.
Amount

13
Minimum Investment No minimum balance required.
Balance

Publishing of NAV The NAV shall be available on the website of iTrust Finance Limited (www.itrust.co.tz) and
across its social media platforms.

Switching Facility Switching of Units is allowed at the discretion of the Manager and is subject to such terms
and conditions as the Manager may impose.

Kindly refer to Section 4.4 for further details on switching transactions.

Collateral Units may be used as collateral to get financing.

Distribution Policy iCash Fund shall not have Distributions.

Payment Terms In full on application.

Currency Tanzanian Shillings.

Entry Fee Nil.

Exit Fee Nil.

Switching Fee Nil.

Management Fee 1.60% per annum of the NAV of the Fund. The Management Fee is calculated on a daily
basis and payable monthly.

Custodian/Trustee 0.1% per annum of the NAV of the Fund. The Trustee Fee is calculated daily and payable
Fee monthly.

Other Expenses Only expenses directly incurred by the Fund will be charged to the Fund. These expenses
relate primarily to the administration of the Fund.

Kindly refer to Section 3.3 for further details on other expenses.

Reporting Unit Holders will receive the following statements and reports in a financial year (digitally
or physical by request):

- A Statement of Account showing details of the Units purchased and the application
prices at which the Units were purchased.

- Monthly Statement of Account showing the balance of Investors’ investments, all

transactions made during the month, and investment value based on the NAV per Unit of
the Fund as at the last trading day of that month.

- Interim Reports and Annual Report which provides an account of the Fund including a
detailed overview of the Fund, investment strategies, performances, portfolio holdings,
and account of the Fund.

Governing Law The Fund Documents will be governed by and construed in accordance with the laws of
the United Republic of Tanzania.

14
Pg #
15
2. INFORMATION ABOUT THE FUND

2.1 Brief on the Fund

iCash Fund is an open-ended money market fund authorized and registered by the Capital Markets and Securities
Authority (CMSA) in Tanzania as a Unit Trust Scheme. The Fund is governed by a Trust Deed with NBC Limited as
Trustees and Custodians to the Fund.

The Fund is structured as an open-ended fund, and thus the registered units will be continuously offered to investors
and the Fund Manager will be ready to always redeem the units throughout the duration of the Trust constituting the
Fund.

2.2 Investment Objective

The fund seeks to provide investors with an opportunity to manage their liquidity by investing in short term fixed
income instruments while earning competitive returns.

Any material changes to the investment objective of the Fund would require the approval of Unit Holders.

2.3 Investment Policy and Strategy

The Fund seeks to achieve its objective by investing in deposits and short-term fixed income and money market
securities.

The investment strategy will involve actively managing the maturities of each investment to the extent possible to
enhance the returns of the Fund. The Fund will also be actively managed to meet potential liquidity requirements of
the Fund.

The Investment Policy of the Manager shall be aimed at investing at fair prices in short-term fixed income and money
market securities to achieve the stated objectives of the scheme.
The Manager shall notify the Authority in case of any significant changes in the Investment Pattern.

Investment of scheme property shall be effected in accordance with the regulations prescribed by the Authority from
time to time and in line with the scheme Investment policy.

2.4 Asset Allocation

In seeking to achieve the Fund’s investment objective, the Fund’s portfolio will be structured as follows:

The Fund will invest up to 100% of the Fund’s NAV in deposits and short-term fixed income and money market
instruments, with at least 75% of the NAV placed in deposits and short-term fixed income and money market
instruments that have an average remaining maturity of 5 years or less.

The above asset allocation is only indicative and will be reviewed from time to time at the discretion of the Manager
as to the general market and economic conditions.

2.5 Change in Investment Pattern

Subject to regulatory provisions, the asset allocation pattern between securities may change from time to time keeping
in view the market conditions, market opportunities, political situation and economic factors.

2.6 Benchmark
The benchmark for the fund shall be the 364 Day Treasury Bill Weighted Average Yield.

Source: Bank of Tanzania

Investors should be aware that investing in the Fund is not the same as placement of moneys in deposits. The capital
and returns of the Fund are not guaranteed and there are risks involved. Hence, the risk profile of the Fund does not
reflect that of a deposit. The Fund has a higher risk profile than a deposit.

16
2.7 Eligible Investors
The Fund is open for investment to all Tanzanians, Tanzanian residents, Diaspora, and other Investors including:
a) Resident and Non-Resident Tanzanians, EAC/SADC citizens, and minors either individually or jointly.

b) Corporate Bodies incorporated in Tanzania or other EAC/SADC countries.

c) Government agencies, Local Government Authorities and other public bodies and corporations.

d) Pension or Social Security Funds incorporated in Tanzania or other East African partner states in which the
sponsor is body corporate incorporated in Tanzania or East Africa and the beneficiaries are Citizens of East Africa.

e) Cooperative Societies, charitable or religious trusts, other community-based groups as well as investment
clubs registered in the East African States in which non-citizen individuals or companies incorporated outside East
Africa do not hold any equity.

f) Such other individual/institution/body corporate etc. as may be decided by iTrust Finance Limited as eligible from
time to time, so long as wherever applicable they are in conformity with the CIS Regulations by the Capital Markets
and Securities Authority.

2.8 Permitted Investments

Unless otherwise prohibited by the relevant authorities or any relevant law and provided always that there are no
inconsistencies with the objective of the Fund, the Fund may invest in the following:
a) Placements of deposits with financial institutions
b) Treasury Bills
c) Treasury Bonds
d) Corporate Bonds/Sukuk Bonds
e) Mutual Fund Investments
f) Any other money market instruments as approved by the Capital Markets and Securities Authority.

2.9 Initial Issue Expenses

The Initial issue expenses of the fund including advertising and marketing expenses, printing and communication
costs and other expenses will be borne by the Manager, iTrust Finance Limited, who is the Sponsor and Manager of
the Scheme and thus these expenses shall not be charged to the Scheme.

2.10 Valuation of the Assets of the Fund

The Fund will be valued daily at the end of every Business Day. The Manager shall at all times value the assets of
the Fund in accordance with the following bases of valuation.

Accordingly:
a) For unquoted and quoted but not actively traded (as per the prescribed limits) fixed income securities, the valuation
method is “Yield to Maturity” using comparable traded securities adjusted to accommodate risk and illiquidity factors.
Also, an adjustment for tax should be made.

b) Deposits placed with financial institutions will be valued with reference to the principal value of such investments
and interest accrued thereon for the relevant period.

c) Where instruments have been bought on “repo” basis, the instrument must be valued at the resale price after
deduction of applicable interest up to date of resale. If the repurchase price exceeds the value, the credit must be
taken for appreciation and if the repurchase price is lower than the value, depreciation must be provided for.

d) Such other criteria or methods as may be prescribed by the Authority from time to time.

e) If any of the accounting procedures outlined above is not in compliance with the treatment required under
International Financial Reporting Standards 9 (IFRS 9) on financial instruments and other International Accounting
standards (IAS), the treatment and reporting requirements of IFRS 9 and IAS shall prevail

2.11 Borrowing Restrictions

The scheme itself shall not borrow.

17
3. FEES, CHARGES AND EXPENSES

3.1 Fees and Charges directly incurred by Unit Holders

a) Sales Charge (Entry fees): Nil
b) Redemption Charge (Exit fees): Nil
c) Switching Fee: Nil.

3.2 Fees and Expenses indirectly incurred by Unit Holders

Management Fee
The Management Fee shall be 1.6% per annum of the NAV of the Fund. The Management Fee is calculated daily
and payable monthly.

Note: The Manager may in its own discretion, from time to time, charge an annual management fee that is lower than
that stated above.

Trustee/ Custodian Fee

The Trustee Fee shall be 0.1% per annum of the NAV of the Fund. The Trustee/Custodian Fee is calculated daily
and payable monthly.

3.3 Other Expenses Directly Related to the Fund

Other expenses will be limited to 0.6% of NAV. These include commonly rated charges in the normal course of
business such as marketing, promotion and advertising expenses, bank charges, audit fees, legal fees, transaction

18
costs pertaining to distribution of units and costs relating to investor servicing.

However, the other charges and investment management fee as shown above will be limited to 2.3% of NAV. In an
event, where the other charges exceed 0.6 % of NAV, the excess portion shall be borne by the Manager.

All expenses during the Initial Sale period of the Scheme shall be borne by the Manager while subsequent charges
shall be borne by the Scheme.

3.4 Reduction/Waiver of Fees

The Manager may, for any reason at any time, waive or reduce the amount of any fees or other charges payable
by the Unit Holders in respect of the Fund, either generally or specifically and for any period or periods of time at its
absolute discretion.

3.5 Taxation
The information provided below is only for purposes of providing general information to Unit holders. In view of the
individual nature of tax consequences, each Unit holder is advised to consult his own legal or tax adviser with respect
to specific tax implications arising out of his/her participation in the Scheme.

As per taxation laws in force on the date of this Offer Document, the tax implications of the Scheme are as follows:
(i.) Income from Government bonds whose tenure is above three years is tax exempt
(ii.) Income from Listed Corporate Bonds issued after July 2022 whose tenure is three years and above is tax exempt.
(iii.) Withholding tax on interest from all other bonds, treasury bills and bank deposits is 10% and is final.
(iv.) Income distribution (if any) in the hands of investors is tax exempt.
(v.) Gains arising from sale or maturity of listed bonds are tax exempt.
(vi.) Proceeds from repurchase of units by investors are tax exempt.

19
4. TRANSACTION INFORMATION

4.1 Subscription of Units

Units shall be allocated to the subscriber on the next Business Day (T+1 basis) upon receipt of the subscription money
by the Fund Manager. Any subscription monies received on a non-Business Day will be deemed to be received on
the next Business Day.

During the Initial Sale Period, Units of the Fund will be issued at the Offer Price. After the Initial Sale Period, Investors
will purchase Units at the closing Sale NAV of the Business Day in which the money was received. The Sale NAV will
be equal to the NAV per unit of the Fund as there is no entry fee.

Subscription forms are available through the Manager’s website www.itrust.co.tz or through
1. The Manager’s office (iTrust Finance Limited)
2. National Bank of Commerce Limited Branches
3. Authorized Agents (Licensed dealing members of the Dar es Salaam Stock Exchange) stipulated below:

1. Core Securities Limited 2. Tanzania Securities Limited

1st Floor, Karimjee Jivanjee Building 18 Sokoine Drive, P.O. 2nd Floor, Office 201, Jangid Plaza Ali
Box 76800, Dar es Salaam Hassan Mwinyi Road, P.O. Box 9821 Dar es Salaam
Tel: 255-22-2123103 Tel: 255-22-2926578
Email: [email protected] Email: [email protected]

3. Solomon StockBrokers Limited 4. TIB Rasilimali Limited

PPF House, Ground Floor Morogoro Rd./Samora Ohio/Ghana Street Plot No 223/50, Opposite
Avenue, P.O. Box 77049 Dar es Salaam Gymkhana Grounds, Dar es Salaam
Tel: 255-22-2124495 P.O. Box 9154, Dar es Salaam
Email: [email protected] Tel: 255-22-2111711
Email: [email protected]

5. Orbit Securities Company Limited 6. Vertex International Securities Ltd.

4th Floor, Golden Jubilee Tower (PSPF Building) Annex Building - Zambia High Commission
Ohio Street, P.O. Box 70254, Dar es Salaam P.O. Box 13412 Dar es Salaam
Tel: 255-22-2111758 Tel: 255-22-2110387
Email: [email protected] Email: [email protected]

7. Zan Securities 8. E.A. Capital Limited

1st Floor, VIVA Towers, Ali Hassan Mwinyi Road, 3rd Floor, Acacia Estates 84 Kinondoni Road,
P.O. Box 5366, Dar es Salaam, Tanzania P.O. Box 20650, Dar es Salaam
Tel: 255-22-2103433 Tel: +255 738 447 760
Email: [email protected] Email: [email protected]

9. Optima Corporate Finance Limited 10. Archco Limited

Kinondoni Road, 1st Floor, Togo Tower, 2nd Floor, Wing C, NIC Life House, Sokoine Drive/Ohio
P.O. Box 4441, Dar es Salaam Street, P.O. Box 38028, Dar es Salaam
Tel: 255-22-2666031 Tel: 255-22-732922396
Email: [email protected] Email: [email protected]

11. Smart Stock Brokers Limited 12. Victory Financial Services Limited
1st Floor, Masdo House, Samora Avenue, ATC House, Ohio Street/Garden Avenue,
P.O. Box 105678, Dar es Salaam Dar es Salaam
Phone: 255-22-2138607 Tel: 255-22-2112691
Website: smartstockbrokers.co.tz Email: [email protected]

13. Exodus Advisory Services Limited 14. FIMCO Ltd

10th Floor Mwaga Tower, New Bagamoyo Road, Jangid Plaza, 2nd Floor, Ali Hassan Mwinyi Road,
P.O. Box 80056 P.O. Box 70468, Dar es Salaam,
Tel: 255-22-2923810 Tel: 255-22-2926227
Email: [email protected] Email: [email protected]

20
 15. Stanbic Bank (T) Limited 16. Global Alpha Capital Limited
Stanbic Centre, 99A Kinondoni Road, P.O. Box 72647, Dar es PSSSF Millenium Tower 1, Ali Hassan Mwinyi Road,
Salaam, Tanzania P.O. Box 70166, Dar es Salaam,
Tel: 255-22-2666430/480 Tel: +255 762 367 347
Email: [email protected] Email: [email protected]
17. Yusra Sukuk Company Limited 18. iTrust Finance Limited
Rita Tower, 23rd Floor, Plot No. 727/11, Makungunya Street, Mahando Street, Block C, Ground Floor,
P.O. Box 4681, Dar es Salaam Masaki, P.O. Box 22636, Dar es Salaam
Tel: +255 762 715 311/713 956 803 Tel: +255 743 786 236

19. CRDB Bank Plc 20. Lase Securities Limited

Plot No. 25 & 26 Ali Hassan Mwinyi Road & Plot No. 21 Plot No. 583, Block 9, Samora Avenue, P.O. Box 19620,
Barack Obama Road, P.O. Box 268, 11101, Dar es Salaam Dar es Salaam
Direct Line +255 737 205 857-8

No money should be paid to any intermediary who is not a licensed dealing member or investment adviser.

4.2 Payment For Acquisition of Units

Payment for subscription to the fund shall be done through Bank Transfer (TISS) or Mobile Money Transfers.
1. Bank Transfer
Bank: NBC Bank
Branch: Corporate branch
Account Number: 47188000066
Account Name: ICASH COLLECTIONS ACCOUNT
Swift Code: NLCBTZTZ

2. Mobile Money
Transfer from Mobile Money (MPESA, Tigo Pesa, Airtel Money, Halopesa) to NBC Bank using the account details
given in 1 above.

4.3 Redemption of Units

Unit Holders may redeem their investments in the Fund on any Business Day by issuing instructions to the Manager
through the mobile application or by completing the prescribed redemption request form or such other manner as
the Manager may accept. Redemption request forms shall be returned to the Manager on any Business Day. A
redemption request form that is returned to the Manager on a non-Business Day will be deemed to be received on
the next Business Day.

The redemption request forms shall be available at the office of the Manager, at branches of the Trustee/Custodian
and online on the website of the Manager.

Redemption proceeds shall be based on the closing repurchase NAV of the Business Day in which the redemption
request form is received and verified by the Manager. In the event a redemption request form has any errors or
omissions, they will be communicated to the client and the form will only be verified after the necessary changes
have been made.

Redemption proceeds will be paid to Unit Holders within 3 Business Days (T+3 basis) upon receipt and verification
of the redemption request form.

4.4 Switch or Transfer of Units

Unit Holders may decide to switch from one fund to another by filling in a duly signed Switch form. Switches will be
executed within 3 Business Days (T+3 basis) upon receipt and verification of the switch form and the Unit Holder will
be issued a new Statement of Account after the transaction has been processed. The Unit Holder will not be charged
any switching fee when switching out of the Fund.

A Unit Holder may transfer part or all of their Units in the Fund to an Immediate Family Member after filling in a duly
signed Transfer Form. Transfers will be executed within 1 Business Day (T+1 basis) upon receipt and verification
of the Transfer Form. The receiver of the Units must be onboarded as a client of iTrust Finance Limited. The Unit
Holders will be issued new Statements of Account after the transaction has been processed. There will be no fee
charged on transfers.

21
4.5 Lien on Units
For liquidity management purposes the Units of the Scheme are permitted to be used as a Collateral/ Mortgage by
Unit Holders with any lending financial institutions for raising a temporary period loan. Unit Holders interested in
borrowing against their units must fill out a Unit Lien Form provided by the Manager. While Units are under Lien, they
cannot be redeemed by the Unit Holder.

In case of default, the respective lending institution (that is, in whose favour the mortgage of units was recorded by
the Manager) shall have the sole right to apply for effecting Transfer or Repurchase of Units in their favour.
For Units under a mortgage, no repurchase/ transfer shall be entertained from a Unit Holder unless it is accompanied
by a ‘Charge Release Certificate’ in original issued by the concerned lending institution.

4.6 Dealing, Suspension and Deferral of Dealing

The Manager shall not carry out sale or Repurchase of Units during the Cool off Period not exceeding ten working
days from the Initial Sale closure date.

The Manager shall with the approval of the Authority suspend Repurchase of Units in the event of exceptional
circumstances.

The fact that dealing is suspended shall be published immediately following such decision and at least once a month
during the period of suspension, in the newspaper in which a collective investment scheme’s prices are normally
published.

4.7 Periodic Reporting to Unit Holders

During every Financial Year of the Fund, each Unit Holder will be notified and provided with the following reports
through electronic or physical means:

i. A Statement of Account detailing his investment, which will be sent within three (3) Business Days from the date
monies are received by the Manager for investment in the Fund. This confirmation will include details of the Units
purchased and the purchase price.

ii. Monthly Statements of Account which show the balance of Unit Holders’ investments, and all transactions made
during the month, distribution details and investment value.

iii. Interim Reports which provide a brief overview of the Fund including key risk factors, investment outlook for
the period, the Fund’s financial performance, credit risk, level of borrowings, market outlook, changes in the key
investment team, illiquid holdings, details on portfolio holdings, information on fund performance and volatility and
unaudited accounts of the Fund for the period.

iv. An Annual Report which provides a detailed overview of the Fund including key risk factors, investment outlook
for the year, the Fund’s financial performance, credit risk, level of borrowings, market outlook, changes in the key
investment team, illiquid holdings, details on portfolio holdings, information on fund performance and volatility and
audited accounts of the Fund for the year. The Annual Report will be available to all Unit Holders within four (4)
months from the close of each Financial Year.

22
23
5. MANAGEMENT OF THE SCHEME

5.1 The Manager

iTrust Finance Limited is a financial services provider regulated and licensed by the Bank of Tanzania and the Capital
Markets and Securities Authority (CMSA) as a Tier 2 lender and Fund Manager, Stockbroker and Investment Advisor
respectively.

iTrust Finance Limited has its principal place of business at Masaki, 429 Mahando Street, Block C, Dar-es-Salaam,
Tanzania. The Manager was incorporated as a private company on 24th October 2013 with a Certificate of Incorporation
Number 103309 under the Companies Act 2002.

Under its Imaan brand, a segregated division, iTrust Finance Limited offers Shariah-compliant lending products to
individuals, businesses, and institutions, while maintaining a strong focus on trust, integrity, and professionalism.

iTrust Finance Limited in its Capital Markets business lines (Stock Brokerage, Fund Management, and Investment
Advisory) is regulated by the Capital Markets and Securities Authority (CMSA).

5.2 Functions of the Manager

iTrust Finance Limited under its Fund Management Division, is responsible for the day-to-day management, marketing
and administration of the Fund, where its key functions include:
i. Endeavouring that the Fund is managed in a sound and professional manner in accordance with its investment
objectives, the provisions of this Offer Document and the Trust Deed.

ii. Endeavouring that the Fund is properly administered and to arrange for sale and redemption of Units of the Fund.

iii. Issuing the Fund’s interim and annual reports, and monthly statement of accounts to Unit Holders.

iv. Keeping proper records of the Fund; and

v. Keeping Unit Holders informed on material matters relating to the Fund.

5.3 Financial Position of the Manager

The audited financial results of iTrust Finance Limited for the financial years ended 31 December 2021 to 31 December
2023 are summarised below:

Year Ended Year Ended Year Ended

31 Dec 2023 31 Dec 2022 31 Dec 2021
TZS’000 TZS’000 TZS’000

Total Assets 83,529,776 56,468,884 26,467,149

Shareholders’ 41,293,254 28,021,746 18,590,028

Funds
Total Income 9,431,224 5,065,797 3,089,656

Profit before 4,688,710 2,918,608 1,851,404

taxation
Profit after 3,240,604 2,031,718 1,286,840
taxation

24
5.4 Board of Directors
The Board of Directors is responsible for the overall management of the Manager and the fund. The Board not only
ensures corporate governance is practised but policies and guidelines are adhered to.

The Board will sit once every quarter, or more often should the need arise.

Aunali F. Rajabali – Chairman

Mr. Aunali Rajabali is a highly accomplished individual with a strong academic background and significant achievements in the
business world. Currently, he is an active investor in East African Stock Exchanges, showcasing his keen understanding of
financial markets and investment strategies. Additionally, he serves as the Chairman and Shareholder of Plasco Limited and
Abbasi Exports Limited demonstrating his leadership and business prowess in the corporate sector.

He holds a Master of Science degree in Telecommunication Systems from the University of Essex, UK, and a Bachelor of Science
degree in Electrical and Electronics Engineering from University College Cardiff, UK. His leadership skills and strategic vision have
played a pivotal role in the growth and prosperity of the companies under his purview.

His multifaceted roles reflect a dynamic and forward-thinking approach to entrepreneurship, combining technological expertise
with a strong presence in the financial sector. Aunali’s success as an investor and business leader underscores his commitment
to innovation, strategic thinking, and a holistic approach to business management.

Prof. Mohamed H. Warsame – Director

Prof. Mohamed H. Warsame is a highly qualified and accomplished professional with a diverse academic background and
extensive experience in the finance and business administration fields. He holds a Ph.D. in Business Administration from Morgan
State University in the USA, a Master’s degree in Finance from the University of Strathclyde in the UK, and a Bachelor’s degree
in Business Administration with High Honors from the Illinois Institute of Technology in the USA. Additionally, he is a CFA Charter
holder and a Certified Public Accountant (CPA).

Notably, Prof. Warsame has taken on leadership roles, serving as the Chairman of the Finscope 2017 Steering Committee, where
he successfully coordinated various stakeholders in the Financial Sector Deepening Trust (FSDT) to conduct a comprehensive
survey on financial sector inclusion throughout Tanzania.

Currently, Prof. Mohamed H. Warsame is serving as an Independent Director for Plasco Limited in Tanzania and Megapipes
Limited in Kenya. Furthermore, he assumes the role of Chairman of the Board Audit Committee at Plasco Limited. His multifaceted
career reflects a deep commitment to the financial sector, education, and corporate governance in East Africa.

Tim Staermose – Director

Tim Staermose has over 25 years of financial markets experience in Asia Pacific and Africa. Tim graduated from Australian
National University with B Ec, B Asian Studies (Korean) in Majoring in Economics, Statistics and Econometrics. Currently Tim is
CEO of ST Funds Management Limited licensed by the Australian Securities and Investment Commission, founded and acts as
the Investment Manager for African Lions Fund Limited and is the publisher of globalvaluehunter.com and double-digit-dividends.
com providing general financial advice and investment ideas to a world-wide audience.

Tim was the Chief Investment Strategist of Blacksmith Pte Ltd formulating investment strategies and advising clients on picking
stocks for investments amongst many other roles in the financial industry, asset management, equity research for Asia. Tim started
his long career as Equity Analyst at Clarion Securities in Seoul, South Korea.

Shakeel Nazarali – Director

Shakeel Nazarali is a highly qualified and experienced professional in the field of information technology. With a strong academic
foundation, he holds certifications as a Microsoft Certified Systems Engineer, Dell Certified Engineer, MGE Certified, and APC
Certified. His extensive expertise allows him to proficiently work with both IBM Compatible and Apple Computers.

Shakeel is well-versed in a variety of programming languages, including BASIC, Cobol, Pascal, and Visual Basic. His skills
extend to networking software, where he has demonstrated proficiency in Windows NT Server, Windows NT Workstation, TCP/IP,
Networking Essentials, Internet Information Server, and Server in the Enterprise.

Currently serving as the Director at Simply Computers (Tanzania) Limited, Shakeel oversees and directs the strategic operations
of the company. His leadership is marked by a deep understanding of computer systems and networking technologies, contributing
to the growth and success of the organization.

25
26
5.5 The Investment Committee
The Investment Committee formulates, establishes, and implements investment strategies and policies. The
committee will continually review and monitor the success of these strategies and policies using predetermined
benchmarks towards achieving a proper performance for the Fund.

The Committee will also ensure investment guidelines and regulations are complied with. The Investment Committee
will meet at least once every quarter or more often should the need arise.

Members of the Investment Committee for the Fund are as follows:

Name Position

1 Mr. Aunali Fidahussein Rajabali Chairman

2 Prof. Mohamed Hersi Warsame, CFA Member

3 Mr. Tim Staermose Member

27
5.6 The Management Team

Faiz Arab - Chief Executive Officer

Faiz Arab has more than a decade of experience in the financial services
industry having worked under different capacities in the business
development side. Possessing a wealth of multi-disciplinary experience in
customer service, marketing, and sales with a proven record for delivering
growth. Highly analytical with experience in leading cross functional teams
to deliver innovative and engaging solutions across retail and business
banking segments.

He is adept at developing strong relationships both internally and externally

with the ability to think and act strategically from both a product and
customer perspective by identifying customer needs and building mutual trust and understanding. Experienced in driving
business growth, identifying new business opportunities and markets and skilled at portfolio management.

Faiz holds an MBA from University of Northampton – London, UK. He has also undergone the extensive CEO Apprenticeship
program from Strathmore University Business School in Nairobi, Kenya, and other leadership trainings in Dar es Salaam Tanzania.

Frank Bunuma – Head of Advisory & Brokerage

Frank Bunuma is a distinguished professional in the field of investment
banking, currently driving the Investment Banking Arm of iTrust Finance
Limited. His responsibilities encompass a wide array of critical functions,
including transaction advisory services for structuring both equity and debt
financing options, securities listing on the Dar es Salaam Stock Exchange
(DSE), and conducting securities valuation. Additionally, he leads the equity
research team and dealing desk.

Academically, he holds a Bachelor of Commerce in Corporate Finance with

Honors from the University of Dar es Salaam. He is also a Certified Public
Accountant (CPA) in Tanzania, holds a CISI Certification (UK), and is currently a CFA Level II Candidate. Frank’s robust educational
background, combined with his professional certifications and ongoing commitment to furthering his expertise, positions him as a
highly skilled and knowledgeable leader in the investment banking sector.

Maryanne Odhiambo – Fund Administrator

Maryanne Odhiambo currently serves as the Fund Administrator at iTrust
Finance Limited where she plays a pivotal role in streamlining operational
processes and optimizing fund performance while ensuring compliance with
regulatory standards. Maryanne’s meticulous attention to detail and strategic
approach to fund management are instrumental in maintaining the efficiency
and effectiveness of the fund operations at iTrust Finance.

Prior to joining iTrust Finance Limited, Maryanne gained substantial

experience as a Fund Operations Analyst at Genghis Capital Limited in
Kenya. During her tenure there, she managed the administrative aspects of
the fund, ensuring the accurate maintenance of fund transactions, investor accounts, and financial statements. Additionally, she
played a key role in the client onboarding process, assisting clients with account openings, gathering necessary documentation,
and providing detailed explanations of account types and options. Her ability to manage these critical tasks with precision
contributed significantly to the firm’s operational success.

Maryanne’s professional journey is underpinned by strong academic and professional credentials. She holds a Bachelor of
Science in International Business Administration from the United States International University - Africa, which has provided her
with a solid foundation in business principles and practices. Additionally, she is a Certified Investment Financial Analyst (CIFA)
and has earned a CISI Certification, underscoring her commitment to maintaining high standards of professionalism and expertise
in the field of finance. Maryanne’s combination of academic qualifications, professional certifications, and hands-on experience
positions her as a highly competent and effective fund administrator.

28
 Salim Manji - Head of Finance & Administration
Salim Manji has more than a decade of experience in the accounting
profession having worked under different companies prior to joining iTrust
Finance Limited. He is experienced in preparing financial statements and
company reports as per the International Financial Reporting Standards
(IFRS) and regulatory reporting.

Salim is a Chartered Certified Accountant recognized by ACCA – London,

UK. He is also a Certified Public Accountant (CPA-T) recognized by the
National Board of Accountants and Auditors (NBAA).

Abdul Bandawe – Head of Information and Communication

Technology
Abdul Bandawe is an accomplished Information Technology Executive,
offering over 20 years of progressive experience in Information Technology
Management Operations within the Banking industry. Proven expertise and
vast knowledge on Core Banking Systems and Payment Applications from
Project Management inception to implementation. Hands-on experience on
digital transformation, Big Data & Analytics, delivery Channels ranging from
Internet Banking, Mobile Application Banking, API Integrations to Cheque
Transaction.
He has demonstrated experience on the best of breed of Network requirements and security concepts from Firewall, Intrusion
Prevention Systems, Network Access controls - Zero Trust, Secure VPN, Endpoint security, Data Leak Prevention. Ability building
outstanding Information Technology Management Units whilst promoting a collaborative, client-focused and results-oriented
approach in the service delivery. He joined iTrust Finance in January 2023 as Head of IT and Infrastructure having previously
headed the ICT department of Amana Bank since 2011 to January 2023.

Abdul holds an International Master’s degree in Business Administration from Athena Global in the United Arab Emirates and a
Postgraduate Diploma in Strategic Business and Information Technology from the Institute of Information Technology in Tanzania.
He is also a Certified Information Systems Security Professional (CISSP), Certified Ethical Hacker (CEH v10), Certified Network
Defense (CND), and a PRINCE 2 Certification.

Javed Virjee – Head of Internal Audit

With over eight years of experience in the financial audit and risk
management, Javed has established himself as a proficient and insightful
Head of Internal Audit at iTrust Finance Limited. His career trajectory began
with an impactful tenure at KPMG, where he excelled as an Audit Manager,
orchestrating comprehensive and multifaceted audits for multinational
corporations across diverse sectors.

Javed’s meticulous approach and deep expertise in financial analysis

have been instrumental in navigating clients through complex accounting
challenges and securing optimal outcomes, fostering his reputation for
dedication to precision and quality. As a KPMG-accredited facilitator, he empowered audit teams across East Africa with cutting-
edge practices and insights.

In his current role at iTrust, Javed leverages his extensive background to drive robust internal audit functions, risk management
processes, and compliance frameworks. His strategic foresight enables him to adeptly manoeuvre through intricate regulatory
environments, while safeguarding organizational interests. His impact-driven approach focuses on streamlining operations,
preventing fraud, and fostering transparency. With a keen interest in the dynamic financial landscape, he embraces emerging
technologies to amplify his effectiveness in dissecting complex financial data, identifying potential risks, and formulating resilient
strategies that align with iTrust’s strategy, vision, and objectives.

As a Fellow of the Association of Chartered Certified Accountants (FCCA) and holder of an Advanced Diploma in Accounting and
Business, Javed’s educational background underpins his professional expertise, ensuring credibility and trust in managing iTrust’s
Internal Audit function. His commitment to upholding the highest standards of integrity and excellence ensures that iTrust excels
at innovation and governance in the financial services industry.

29
5.7 Material Litigation
As of the date of this Offer Document, the Manager is not engaged in any litigation or arbitration proceedings, either as
plaintiff or defendant which has a material effect on the financial position of the Manager, and the Board of Directors is
not aware of any proceedings pending or threatened, or of any fact likely to give rise to any such proceedings which
might materially and adversely affect the position or business of the Manager.

5.8 Conflict of Interest

The Directors and Investment Committee members should avoid conflicts of interest arising, or if conflicts arise,
ensure that the Fund is not disadvantaged by the transaction concerned. Any transaction carried out for or on behalf
of the Fund must be executed on terms that are the best available to the Fund and which are no less favourable
to the Fund than arm’s length transactions between independent parties. In the event that any of the Directors or
Investment Committee members is directly or indirectly involved, he or she would have to abstain from being involved
with any decision-making process of the said transaction.

iTrust Finance Limited has in place policies and procedures which regulate its employees’ securities dealings.
Declaration of securities trading is required of all employees to ensure that there is no potential conflict of interest
between the employees’ securities trading and the execution of the employees’ duties to the company and customers
of the company.

5.9 Removal of the Manager

i. The Manager shall not be removed from its office without the approval of the Authority.

ii. The Trustee/Custodian shall give written notice to the Authority of any proposal to replace the Manager in accordance
with Section 121 of the Act.

iii. A Manager shall only be removed by the Trustee/Custodian for a material breach of the Trust Deed or the law
applicable to the Trust Deed if the breach has not been remedied within 90 days of receipt of a notice from the
Trustee/Custodian to remedy the material breach.

iv. The Trustee/Custodian shall, with the approval of the Authority, by written notice advise the Manager that it has
been retired from its office as Manager if it is requested to do so by means of an Ordinary Resolution of the Unit
Holders, at which the Trustee/Custodian was excluded from voting.

v. If the Manager has been removed from its office in terms of clause 5.9 (iii) or 5.9 (iv) above the Authority
shall appoint another person qualified and willing to act as such from names recommended by the Trustee/Custodian
or of its own choice. Provided, the Authority shall not approve a new Manager unless it is satisfied that the change
in Manager will not affect the compliance of the Scheme with the applicable laws and the new Manager meets the
criteria of the Manager in the Act and the CIS Regulations.

vi. A Manager appointed under this clause shall undertake by means of a supplemental trust deed entered into with
the Trustee/Custodian and approved by the Authority, to fulfil all the obligations of the Manager in terms of the Trust
Deed. From the date of appointment, the new Manager shall exercise all the powers and enjoy all the rights and be
subject to all the duties and obligations of a Manager under the Trust Deed, the Act and the CIS Regulations, as fully
as if such new Manager had originally been a party to the Trust Deed.

vii. The Manager shall be deemed to have resigned if its registration under the Companies Act, Chapter 212 of the
laws of Tanzania, has been revoked or its investment adviser’s license has been revoked by the Authority and in such
an event the Authority shall appoint another person as Manager. The provisions of clause 5.9 (vi) shall apply mutatis
mutandis to such appointment.

30
31
6. TRUSTEE & CUSTODIAN

6.1 Background of the Trustee

National Bank of Commerce Limited is the oldest serving Bank in Tanzania with over five decades of offering banking
services in Tanzania. The Bank offers a range of retail, business, treasury, corporate and investment banking and
wealth management products and services.

National Bank of Commerce Limited is a limited liability company duly incorporated in accordance with the laws of the
United Republic of Tanzania on 23rd September 1997 with Registration Number: 32700

NBC Limited has an authorized share capital of TZS 50,000,000,000 divided into five million (5,000,000) ordinary
shares of TZS 10,000 each. Paid up shares comprises of 1,570,000 ordinary shares of TZS 10,000 each.

The Bank is owned by:

ABSA Bank

55% IFC

Government of Tanzania
Shareholders %
15%
30%
6.2 Board of Directors
The summary profiles of the directors of National Bank of Commerce Limited Board are as follows:

Dr. Elirehema Doriye – Chairman

Dr. Doriye serves as the Non-Executive Director Zep-Re (PTA Reinsurance), Chairperson of the COMESA Council of
Regional Customs Transit Guarantee, Chairperson of the COMESA Council of Bureaux on the Regional Third-Party
Motor Vehicle Insurance, Chairman of the Insurers’ and Social Security Examination Board and Board member of
NSSF. He has served as a member of the Tax Revenue Appeals Tribunal, Assistant Registrar/Head of Examinations
at the Institute of Finance Management and has served in various capacities as a consultant.

Dr. Doriye has a wealth of experience in the areas of business development, corporate governance, corporate
finance, risk management and strategy with over 15 years of consultancy, training, teaching and leadership.

Mr. Godfrey Malekano – Non - Executive Director

Godfrey is a holder of B. Com Accounting and Finance and MBA in Finance and Financial Management Service. He
previously served as director of Capital Markets and Security Authority (CMSA), Godfrey is also the chief executive
officer of Tanzania Mercantile Exchange and non-executive director of Moshi University College of Cooperative and
Business Studies.

He has over 15 years of leadership in private and government institutions.

Mr. Felix Mlaki – Non - Executive Director

Felix has over 18 years of experience in the banking industry after having worked with Standard Chartered Bank
and KCB Bank. Felix has an MBA in Economics and Finance from Edinburgh Business School. He is also a non-
executive director of Geita Gold Mine Limited and executive director of Farm Access Limited and Economic Business
Foundation Limited.
32
Amb. Adadi Rajabu – Non - Executive Director
Ambassador Adadi Rajabu is a lawyer by profession and held diplomatic and political positions in the past. He has
served in various senior positions in the country mainly in the Tanzania Police Force. He has served as Dar es Salaam
Regional Crime Officer, Member of Parliament for Muheza Constituency, Chairman of Parliamentary Committee on
Foreign, Defence and Security, and Director of Criminal Investigation in Tanzania.

He has received several trainings including Bachelor of Laws from University of Dar es Salaam, Inspector of Police
course, International Relations, International Crimes and Prevention of Bioterrorism. The highest position he held is
Ambassador of Tanzania in Zimbabwe. Adadi is currently Chairman of the Data Protection Commission, Commissioner
of the Public Service Commission, and partner at Jundu & Adadi Co. Advocates.

Louis Adande – Non - Executive Director

Louis spent over twenty years as a corporate banker, CEO of banking subsidiaries and financial consultant in the
West and Central Africa regions. His banking career kicked off in 1983 when he joined Citigroup in Gabon. He rose
through a succession of responsibilities, structuring, negotiating, and executing debt financing deals for local and
foreign corporates as well as sovereign clients. He then moved on to run Business Units and banking subsidiaries.

Louis is a graduate of the Institut d’Etudes Politiques (IEP) de Paris, holds an MBA from the Ecole des Hautes
Etudes Commerciales (HEC) in Paris and a master’s in project management from George Washington University,
Washington DC. Louis is NonExecutive Director of Caisse Regionale De Refinancement Hypothecaire De L’uemoa
in Togo and Banque Atlantique Du Mali in the Republic of Mali. Louis runs Saoti Finance, a financial consulting firm
in Paris, France.

Mr. Mrisho Yassin – Non - Executive Director

Mr. Mrisho is the Chief Executive Officer for Swissport Tanzania Plc. Prior to being a CEO in December 2016, Mrisho
was Swissport Tanzania Plc’s Chief Financial Officer for 6 years. Mrisho has previously worked for KPMG and Ernst
& Young Tanzania at different periods. During this time, he served private sector clients in the manufacturing, mining,
banking, insurance and service industries some of which were listed companies. He also served clients in the public
sector (Government institutions, donorfunded projects and NGO’s)

Mr. Hemen Shah – Non - Executive Director

Hemen is a co-founder of 8 Miles LLP, an American investment firm. He has a strong track record in operational
management over the past three decades. He is currently a member of 8 Miles’ Board, Investment Committee and
Management Committee.

Hemen sits on the boards of Awash Wine Share Company, Orient Bank and Eleni LLC. Prior to 8 Miles, he held a
number of senior management roles in Standard Chartered Bank including the role of the country CEO in Ghana,
and he also set up the Mumbai office for Boston Consulting Group. He holds a degree in Economics from Harvard
University and an MBA from Stanford Business School.

Mr. Harish Bhatt – Non - Executive Director

Harish has been serving as the Managing Director of Soft-Tech Consultants Ltd for over 30 years and also currently
serves as the Managing Director of Satcom Networks. He previously sat on the board of Standard Chartered Bank
Tanzania as a Non-Executive Director for 10 years. Prior to that he was the Chairman of the board at International
School of Tanganyika.

Harish has a Bachelor of Engineering from the SJ College of Engineering in Mysore, India. He is also a Certified
PECB Trainer and has a Data Science and Machine Learning Certificate from the MIT Schwarzman College of
Computing.

Anderson Mlabwa – Non - Executive Director

Anderson Mlabwa served as a member of the Board of Trustees of the Presidential Trust Fund for Self Reliance, the
Board of CRDB Bank Microfinance Service Company Limited, the Guidance Committee of the Government’s Credit
Guarantee Schemes, National Advisory Committee of Coffee and Cotton Marketing Development Project, Board of
Directors of the DANIDA funded Private Agricultural Sector Support (PASS), and was one of the two members that
represented Tanzania in the international Advisory Panel involved in the formation of the African Guarantee Fund.

In addition to having an MBA, CPA (T), Bachelor of Science degree in Agriculture, Associateship Banking Diploma and
International Certificate in Company Direction, Anderson has attended senior executive development programmes at
Chicago Booth School of Business, University of Chicago, USA; Darden Graduate School of Business Administration,
University of Virginia, USA and Graduate School Business, University of Cape Town, South Africa.

33
6.3 Senior Management of the Trustee

Mr. Theobald Sabi – Managing Director

Theobald joined National Bank of Commerce Limited from Standard Chartered Bank (T) Ltd, where he was heading
the Corporate Banking department. He is a holder of a BSC (Hons) in Electrical Engineering from the University of
Dar Es Salaam and is a Certified Chartered Accountant (ACCA). He is also a Fellow of the Association of Chartered
Accountants (FCCA). Theobald has more than 19 years of professional banking experience covering Finance and
Corporate banking.

He brings with him a demonstrated wealth of experience and ideal knowledge on all matters related to Banking,
Tanzanian market dynamics and Leadership. He was appointed Managing Director of National Bank of Commerce
Limited in October 2018. A role he occupies to date. He is the chairman of TMRC (Tanzania Mortgage Refinance
Company Ltd). He is a member of the Bank of Tanzania Training Academy - Advisory board, He is a Member,
Tanzania Private Sector Foundation (TPSF) Local Content & Economic Diplomacy Committee. He also represents
the Tanzania Bankers Association on the National Engineered Wood Products Action Committee.

Mr. Waziri Barnabas – Chief Finance Officer

He has over 20 years of Banking industry experience in the field of Finance and Accounting, Treasury Management
and Strategic Sourcing. He has held senior management roles in both international and local banks. He brings in
a wealth of experience in financial controls and general management. He previously worked as the Chief Finance
Officer at NMB Tanzania for a period of almost 10 years to December 2017.

Prior to that his previous notable roles were Senior Manager Finance & Control at NMB Bank Tanzania, Head of
Finance and Financial Controller at Barclays Bank Tanzania, Head of Business Finance and Financial Controller at
Standard Chartered Bank Tanzania, and Treasury, Finance and Accounts Manager at International Bank of Malaysia.

He has attended several trainings in Finance and management in the UK, USA, India, South Africa and Singapore.
He holds a BCOM Accounting from the University of Dar Es Salaam and is Certified Public Accountant (CPA T). He
also holds a Certificate in Directorship from the Institute of Directors in Tanzania.

Mr. Salehe Mohamedi – Director of Credit

He has over 20 years of banking experience with concentration in Credit Risk Management for both Corporate
and Retail Banking business. He joined the Bank in January 2013 as the Head of Credit Sanctioning to where he
performed his role with high integrity and passion. In the last one year he has been performing his new appointed
role in acting capacity and has achieved great number things in support to driving the banks strategy. He is also a
Non – Executive Director at Tanzania Mortgage Refinancing Company (TMRC).

Prior to that his previous notable roles were Head of Credit at BancABC Tanzania, Head of Business Support and
Corporate Recovery at Barclays Bank Tanzania, Head of Corporate Credit at Barclays Bank Tanzania, and Head of
Credit processing at International Bank of Malaysia.

34
Ms. Alelio Lowassa – Chief Operating Officer
Alelio has over 20 years knowledge of banking products and services with a proven record on relationship
management, change management and operations experience gained largely in the market and outside the country.
She joined National Bank of Commerce Limited’s in 2018 as Chief Operating Officer from Standard Chartered Bank
Tanzania where she held the post of Chief Information Officer since 2007.

Prior to that she was based in Standard Chartered Bank Kenya working as Manager Support and Compliance
reviewing operations of six countries hubbed in Kenya. She also held other various senior roles with Standard
Chartered Bank Tanzania including Support and Compliance Manager and Head of Operations. She has extensive
experience in meeting aggressive regulatory deadlines, driving significant changes in the industry and regional
payments systems; driving digital agenda; and building talent and capacity.

Over the last two years Alelio has been driving various Regulatory projects including relocation of Data Centre;
Service Transformation by embracing new technologies and digital platforms that are critical for attaining service
excellence and creating value for customers and building successful client experience model. She is passionate
of process and system improvement plans to scale up productivity, improve work life balance for Staff and meet
customers’ high expectations and convenience.

Mr. Elvis Ndunguru – Director of Business Banking

Elvis has over 12 years of banking experience in areas of Commercial Banking, SME, Credit, Trade, Transactional,
Strategy, Operations, Collections and Recoveries as well as risk. He joined National Bank of Commerce Limited’s
in 2009 from Deloitte & Touché where he served as Senior Associate in Audit Department. Prior to Deloitte, Elvis
worked with Citibank Tanzania as a Bank Teller

He holds Bachelor of Commerce (Hons) Majoring in Accounting from University of Dar es salaam. He is Certified
Chartered Accountant (ACCA). He is also a Fellow of the Association of Chartered Accountants (FCCA).

He also holds Leadership Qualification from Gordon Institute of Business Science (GIBS) - University of Pretoria
South Africa as well as Advanced Leadership certification from Duke University. Elvis is a graduate of the CEO
Apprenticeship Program organised by CEO round table of Tanzania in Collaboration with Strathmore University.

James Meitaron – Head of Corporate and Investment Banking

James has over 13 years of banking experience in areas of Transactional Banking, Corporate, SME and Financial
market products. He joined National Bank of Commerce Limited from Standard Chartered Bank Tanzania where he
held the post of Head of Corporate & Institutional Banking. He also served as Head of Business Banking and SME
at NMB Bank and Barclays Bank. He started his career as Relationship Manager Global Corporates at Standard
Chartered Bank. He holds BCom Accounting (Hons) from the University of Dar es Salaam and several Executive
Leadership certificates.

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6.4 Trustee’s Declaration
The Trustee is independent of the Manager. The Trustee will carry out transactions on an arm’s length basis and on
terms which are best available for the Fund, as well as act at all times in the best interest of the Fund’s investors. The
Trustee also has adequate procedures and processes in place to prevent or control conflicts of interest.

6.5 Duties and responsibilities of the Trustee

The Trustee/Custodian shall be responsible for the following:
a) Take into custody or under his control all the Trust Property and hold it in trust for the Unit Holders in accordance
with the provisions of the Trust Deed and ensure that cash and registrable assets are held or registered in the name
of or to the order of the Scheme.

b) Be liable for any act or omission of any agent with whom any investments in bearer form are deposited as if they
were the act or omission of any nominee in relation to any investment forming part of the Trust Property.

c) Take reasonable care to ensure that the sale, repurchase and cancellation of units effected by the Scheme are
carried out in accordance with the provisions of the Trust Deed.

d) Take reasonable care to ensure that the methods adopted by the Manager in calculating the value of units are
adequate to ensure that the sale and repurchase prices are calculated in accordance with the provisions of the Trust
Deed.

e) Carry out the instructions of the Manager in respect of investment unless they are in conflict with the provisions of
the Trust Deed.

f) Take reasonable care to ensure that the investment and borrowing limitations as set out in the Trust Deed and
conditions stipulated in any law or regulation under which this Scheme is authorized are complied with.

g) Issue a report to the Unit Holders to be included in the annual report on whether in the Custodian’s opinion, the
Manager has in all material respects managed the Scheme in accordance with the provisions of the Trust Deed. If
the Manager has not done so, the respects in which it has not done so and the steps which the Custodian has taken
in respect thereof.

h) Take reasonable care to ensure that Statements of Account are not issued until subscription moneys has been
paid and realized by the Manager.

i) Ensure that any registrable investments which are held for Unit Holders in the Scheme are properly registered in
the name of the Scheme.

j) Where title to investments is recorded electronically, to ensure that entitlements are separately identified from those
of the Manager of the Scheme in the records of the person maintaining records of entitlement.

6.6 Trustee’s Statement of Responsibility

The Trustee has given its willingness to assume the position as Trustee of the Fund and all the obligations in
accordance with the Trust Deed, all relevant laws and rules of law.

6.7 Trustee’s Delegate

NBC Limited has no delegate and will be performing the Trustee and Custodial function, which includes safekeeping,
settlement and corporate action related processing and cash and security reporting.
All investments are automatically registered in the name of the Fund.

6.8 Removal of the Trustee/Custodian

i. Should the Custodian/Trustee intend to retire from the Trust, it shall give the Manager and the Authority at least six
(6) months written notice of its intention to do so.

ii. During the notice period, the Manager shall take steps to appoint in its place as the new Trustee/Custodian, subject
to such person entering into a trust deed supplemental to the Trust Deed, some other person qualified in terms of
Section 119 of the Act.

iii. The Manager shall give written notice to the Authority of any proposal to replace the Trustee/Custodian in
accordance with Section 121 of the Act.

iv. Should the Manager fail to take the above-mentioned steps within the said period of six (6) months, the Authority
may, after consulting with the Manager, direct the latter to appoint a Trustee/Custodian, subject to such person
36
entering into a trust deed supplemental to the Trust Deed, a competent person nominated by the Authority, who is
willing to act as such.

v. The Manager shall, with the approval of the Authority, by written notice advise the Trustee/Custodian that it has
been retired from its office as Trustee/Custodian if it is requested to do so by means of an Ordinary Resolution
passed by the Unit Holders, at which the Manager was excluded from voting.

vi. If the Trustee/Custodian has been removed from its office in terms of clause (v) above, the Manager shall with the
prior written permission of the Authority, appoint as a new Trustee/Custodian, subject to such person entering into a
trust deed supplemental to the Trust Deed, another person qualified and willing to act as such.

vii. A Trustee/Custodian appointed in terms of clause (iv), as well as a Trustee/Custodian appointed in terms of
clause (vi) shall undertake by means of a supplemental trust deed entered into with the Manager and approved
by the Authority, to fulfil all the obligations of the Trustee/Custodian in terms of the Trust Deed. From the date of
appointment, the new Trustee/Custodian shall exercise all the powers and enjoy all the rights and be subjected to all
the duties and obligations of a Trustee/Custodian under the Trust Deed, the Act and the CIS Regulations, as fully as
if such new Trustee/Custodian had originally been a party to the Trust Deed.

viii. Upon retirement, the retiring Trustee/Custodian shall be exempted and released from all further obligations
under the Trust Deed subject, however, to the rights of the Manager, Unit Holders or other persons with regard to any
act, liability, neglect or dishonesty occurring prior to such retirement.

ix. The Trustee/Custodian shall be deemed to have resigned if its registration under the Banking Act has been
revoked or if it has been placed under statutory management, judicial management or liquidation under the Banking
Act or Companies Act, Chapter 212 of the laws of Tanzania, and in such an event the Manager shall with the approval
of the Authority immediately appoint another qualified person as Trustee/Custodian, subject to such person entering
into a trust deed supplemental to the Trust Deed.

x. The provisions of clause (vii) shall apply mutatis mutandis to an appointment under this clause (x).

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7. RISK FACTORS

The Manager encourages investors to consider the risks associated when investing in the Fund. If in doubt, investors
should seek independent financial advice before investing in the Fund.

The risk management strategy of the Fund entails active management of the tenures (maturities) of the investments
in deposits and money market instruments issued by financial institutions as well as setting limits on the credit quality
of the investments in the portfolio.

7.1 General Risks

Below are some of the general risks which investors should be aware of when investing in the Fund.

Market risk
Market risk arises because of factors that affect the entire market. Factors such as economic growth, political stability
and social environment are some examples of conditions that have an impact on businesses, whether positive or
negative. The Fund will be exposed to market uncertainties due to the factors stated above and this in turn will affect
the value of the investments either in a positive or negative way.

Fund management risk

Investors rely on the experience and expertise of the fund management team of the Manager to make investment
decisions for the Fund. A failure on the part of the fund management team to display the requisite experience and
expertise expected of them in making such decisions may jeopardize the Fund’s performance and returns.

Performance risk
The performance of the Fund depends on the investments of the Fund. If there is a default, there will be a negative
impact on the performance of the Fund. The performance of the Fund may also be affected if the allocation of assets
is not properly done. This is where the experience and expertise of the Fund Manager are important as highlighted in
the fund management risk write-up above. In view of the aforesaid, there is never a guarantee that investing in the
Fund will produce the desired investment returns or the distribution of income.

38
Inflation risk
Inflation rate risk is the risk of potential loss in the purchasing power of investment due to a general increase of
consumer prices. Inflation erodes the nominal rate of return giving a lower real rate of return. Investors are advised to
take note that the Fund is not designed with the objective of matching the inflation rate of Tanzania.

Operational risk
This risk refers to the possibility of a breakdown in the Manager’s internal controls and policies. The breakdown may
be a result of human error (for instance the keying of wrong details), system failure (causing unnecessary downtime)
or even fraud (where employees of the Manager collude with one another). This risk may cause monetary loss to the
Fund and/or inconvenience to investors.

The Manager will regularly review its internal policies and system capability to minimize the occurrence of this risk.
Additionally, the Manager maintains a strict segregation of duties to minimize occurrence of fraudulent practices
amongst employees of the Manager.

7.2 Specific Risks

The specific risks affecting investments in this Fund may include but are not limited to:

Interest Rate risk

The risk refers to how the changes in the interest rate environment would affect the performance of the fund’s
portfolio. In the event of a decreasing interest rate environment, fixed income securities and financial institutions may
offer lower interest rates, effectively reducing the potential returns of the fund’s portfolio.

Liquidity risk
This risk refers to the possibility that the investments of the Fund cannot be readily sold or converted into cash without
incurring significant loss in value. For example, disposing a relatively illiquid instrument may result in a disadvantage
to the Fund as there may not be a buyer, or sufficient buyers, available for the said instrument. This lack of demand
or low trading volume may cause the value of the Fund to drop. This risk shall be mitigated through a diversified asset
allocation in terms of the type of instruments and the tenure of the investment instruments.

39
Credit/Default risk
This risk refers to the possibility that a financial institution issuer of instruments will not be able to meet the scheduled
interest and/or principal repayments. This may lead to a reduction in the value of the Fund due to income and/or
capital losses. In general, this risk can be mitigated by investing in instruments that are issued by strong and highly
rated financial institutions.

Foreign Exchange Risk

Changes in exchange rates may affect the value of the scheme’s investments in foreign currency denominated
securities.

7.3 Risk Management/Mitigation

The Fund manages these risks through a comprehensive investment policy and holding a diversified portfolio across
eligible issuers with strong credit metrics, while undertaking regular analysis of the payment ability of issuers in
meeting interest and principal repayments. Interest rate risks shall be mitigated by a diversification strategy of holding
instruments with different tenures and coupon rates.

40
8. RIGHTS AND LIABILITIES OF UNIT HOLDERS

8.1 Unit Holders’ Rights

Subject to the provisions of the Trust Deed, Unit Holders shall have the right to:
a) Receive distributions, if any, from the Fund.
b) Participate in any increase in the NAV of Units of the Fund.
c) Call for Unit Holders’ Meetings and to vote for the removal of the Trustee or the Manager through a Special
Resolution.
d) Receive monthly statements, interim and annual reports of the Fund; and
e) Exercise such other rights and privileges as provided for in the Trust Deed.

Unit Holders have the right to inspect the following documents at the offices of the Manager free of charge during
normal working hours at its place of business:
1. Trust Deed
2. Offer Document

However, Unit Holders would not have the right to request the transfer of any of the investments of the Fund to
them. Neither would Unit Holders have the right to interfere with or to question the exercise by the Trustee (or by the
Manager on the Trustee’s behalf) of the rights of the Trustee as trustee of the investments of the Fund.

8.2 Unit Holders’ Liabilities

As a Unit Holder of the Fund, and subject to the provisions of the Trust Deed, Unit Holders’ liabilities would be limited
to the following:

a) Unit Holders would not be liable for, nor would Unit Holders be required to pay any amount in addition to the
payment for Units of the Fund as set out in this Offer Document and the Trust Deed.

b) Unit Holders would not be liable to indemnify the Trustee and/or the Manager in the event that the liabilities
incurred by the Trustee and/or the Manager on behalf of the Fund exceed the NAV of the Fund.

41
9. POWER TO CALL FOR UNIT HOLDERS MEETINGS

9.1 Meetings Directed by the Unit Holders

Unit Holders may call for a meeting for any purpose.

Unless otherwise required or allowed by the relevant laws, the Manager shall, within twenty-one (21) days of receiving
a direction from not less than one-tenth (1/10) of Unit Holders at the registered office of the Manager, summon a
meeting of the Unit Holders by:
a) Giving at least fourteen (14) days written notice of the meeting to Unit Holders; and
b) specifying in the notice the place, date and time of the meeting and the terms of the resolutions to be proposed at
the meeting.

9.2 Meetings Summoned by the Trustee

The Trustee may summon a meeting of Unit Holders for any purpose whatsoever by:
a) giving at least fourteen (14) days written notice of the meeting to Unit Holders; and
b) specifying in the notice the place, date and time of the meeting and the terms of the resolutions to be proposed at
the meeting.

9.3 Meetings Summoned by the Manager

The Manager may summon a meeting of Unit Holders for any purpose whatsoever by:
a) giving at least fourteen (14) days written notice of the meeting to Unit Holders; and
b) specifying in the notice the place, date and time of the meeting and the terms of the resolutions to be proposed at
the meeting.

9.4 Provisions Governing Unit Holders’ Meetings

Quorum
The quorum for meetings at which a special or extraordinary resolution is to be considered shall be the holders
of twenty-five per cent (25%) of the units in issue; and ten per cent (10%) if only an ordinary resolution is to be
considered.

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand
adjourned for not less than fifteen days and the quorum at an adjourned meeting shall be those persons present in
person or by proxy.
Proxies: Unit holders shall be able to appoint proxies.

9.5 Decision making:

i. Votes shall be proportionate to the number of Units held.

ii.The Trustee/Custodian, Manager and their associated persons are prohibited from voting their beneficially owned
units at or counted in the quorum for a meeting at which they have material interest in the business to be conducted.

iii. An ordinary resolution may be passed by a simple majority of the votes of those present and entitled to vote in
person or by proxy at a duly convened meeting.

iv. A special or extraordinary resolution may only be passed by seventy­ five per cent or more of the votes of those
present and entitled to vote in person or by proxy at a duly convened meeting.

9.6 Termination of the Fund

The Fund may be terminated or wound up should the following events occur:
a) The CMSA’s approval is revoked.
b) A Special Resolution is passed at a Unit Holders’ meeting to terminate or wind up the Fund; and
c) Such other events and situations as provided in the Trust Deed.

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10. APPLICATION FORM

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iTRUST FUNDS

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