Prospectus Money Market Fund Bahrein

On 16th April 2012 the Central Bank of Bahrain (CBB) approved the establishment of the BisB MMF Company B.S.C.(c) with the Ministry of Industry and Commerce of Bahrain (MOIC) as a Bahraini Shareholding Company (Closed) and the registration of the below mentioned retail collective investment undertaking (CIU). The CBB has authorised the BisB Money Market Fund as a Bahrain domiciled Shariah complaint retail CIU (as defined in the CBB rulebook Module CIU) and approved the marketing of the BisB Money Market Fund in and from the Kingdom of Bahrain.

The CBB and the MOIC take no responsibility for the accuracy and completeness of the statements and information contained in this Prospectus or for the performance of the Fund, nor shall they have any liability to any investor or otherwise for any loss or damage resulting from reliance on any statements or information contained in this Prospectus.

The Directors of the Fund Company, whose names appear in the section headed Board of Directors, state to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case) that all information contained in this Prospectus is in accordance with the facts and does not omit anything which is likely to affect the importance and completeness of such information.

BisB Money Market Fund (a Bahrain domiciled Shariah compliant Retail CIU created in accordance with the provisions of Volume7 (Collective Investment Undertakings (CIU) of the Central Bank of Bahrains Rule Book and by an

Instrument issued by BisB MMF Company B.S.C.(c) a closed joint stock company incorporated under the laws of the Kingdom of Bahrain)

Offering of Units at an Initial Subscription Price of USD1 per Unit during the Initial Offering Period and at NAV per Unit thereafter plus a Subscription Fee of up to 0.25% of the amount invested

BisB MMF Company B.S.C.(c) Fund Company

Bahrain Islamic Bank B.S.C. Fund Manager, Operator and Placing Agent

Gulf Custody Company B.S.C.(c) Administrator, Custodian and Registrar

This Prospectus is dated 12th June 2012

Amended on 14th January 2015

IMPORTANT INFORMATION

No broker, dealer or other person has been authorised by the Fund Company, its Directors or the Fund Manager to issue any advertisement or to give any information or to make any representations in connection with the offering or sale of Units other than those contained in this Prospectus and, if issued, given or made, such advertisement, information or representations must not be relied upon as having been authorised by the Fund Company, its Directors, the Fund Manager or the CBB.

This Prospectus does not constitute, and may not be used for the purposes of, an offer or an invitation to subscribe for, or otherwise acquire, any Units by any investor in any jurisdiction:

(a) in which such offer or invitation is not authorised; (b) in which the person making such offer or invitation is not qualified to do so; or

(c) in which it is unlawful to make such offer or invitation.

The jurisdictions in which Units in the Fund may be offered to potential investors is restricted only as set out in this section headed Important Information.

By giving any Unitholder not less than 3 Business Days' written notice prior to any Dealing Day, the Fund may redeem the whole or a specified percentage of such Unitholder's Units if the Directors consider that such Unitholder continuing to hold Units would be detrimental to the pecuniary, taxation, legal or regulatory interests of the Fund Company, the Fund Manager, the Administrator, the Registrar or the Custodian or the Unitholders as a whole, or if such holding is in contravention of any of the prohibitions contained in this Prospectus, the Articles or the Instrument, or if any of the representations, warranties or statements given by such Unitholder in its Subscription Agreement were not true or accurate or have ceased to be true or accurate. Without limiting the foregoing, the Fund may redeem the whole or a specified percentage of a Unitholders Units if the Directors become aware that a Unitholder is not, or ceases to be, a Unitholder.

Applicants should not treat the contents of this Prospectus as advice relating to legal, taxation, financial, investment or any other matters.

Applicants must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment, financial and related matters concerning the Fund and the merits and risks of an investment in the Units.

Statements made in this Prospectus are based upon the law and practice currently in force in the Kingdom of Bahrain, and are subject to change.

By submitting a Subscription Agreement to the Placing Agent, the recipient hereof agrees to be bound by the foregoing.

The Directors of the Fund Company, whose names appear herein, accept responsibility, both jointly and severally, for the information contained in this Prospectus.

The Fund and the investments of the Fund are to be approved as Shariah compliant by the independent Shariah Advisers. None of the Fund, Fund Manager or Placing Agent makes any representation or warranty, express or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of such determination. It should be noted that differences exist among Islamic scholars and advisers as to the nature of Shariah compliance and no assurance is given that other Islamic scholars or advisers would determine that the Fund and its investments are Shariah compliant.

Notice to Investors

If you are in any doubt about the contents of this Prospectus, you should seek independent professional financial advice. Remember that all investments carry varying levels of risk and that the value of your investment may go down as well as up. Investments in this Fund are not considered deposits and are therefore not covered by the Kingdom of Bahrains deposit protections scheme. The fact that this collective investment undertaking has been authorised by the CBB does not mean that the CBB takes responsibility for the performance of these investments nor for the correctness of any statements or representations made by the operator of this collective investment undertaking.

Contents

Clause Page

I Definitions ............................................................................................................................ 5 II Executive Summary ...........................................................................................................10 III Investment Objective, Policies and Restrictions ................................................................12 IV Overview of Corporate Governance, Supervision and Compliance ..................................14 V Shariah Compatibility ........................................................................................................15 VI Constitution of the Fund Company and the Fund ..............................................................16 VII Board of Directors ..............................................................................................................17 VIII The Fund Manager, Operator and Placing Agent ..............................................................18 IX The Custodian, Administrator and Registrar ......................................................................18 X Summary of Rights of Unitholders .....................................................................................19 XI The Application Process ....................................................................................................19 XII The Allotment Process .......................................................................................................20 XIII Redemptions ......................................................................................................................21 XIV Calculation of Net Asset Value and NAV Per Unit .............................................................23 XV Reporting to Unitholders ....................................................................................................24 XVI Tax and Exchange Control Considerations .......................................................................24 XVII Actual and Potential Conflicts of Interests .........................................................................25 XVIII Risk Factors .......................................................................................................................26 XIX Charges, Fees and Expenses related to the Fund ............................................................30 XX Material Contracts ..............................................................................................................32 XXI General Information ...........................................................................................................33 XXII Form of Instrument .............................................................................................................34 XXIII Form of Redemption Notice ...............................................................................................36

Schedule 1 Conditions of the Units ........................................................................................................38

Schedule 2 Meetings of Unitholders .......................................................................................................44

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I Definitions

The following definitions apply throughout this Prospectus:

AAOIFI means the Accounting and Auditing Organisation for Islamic Financial Institutions

Administrator means Gulf Custody Company B.S.C.(c) a closed joint stock company incorporated under the laws of the Kingdom of Bahrain with commercial registration number 50682 having its registered office at Gajria Building, 2nd Floor, Building 452A, Road 1010, Block 410, Sanabis, Kingdom of Bahrain or such other administrator appointed from time to time by the Fund Company when acting as Administrator in accordance with the Administration, Custody and Registrar Agreement, or such other entity appointed to act in such capacity from time to time by the Fund Company

Administration, Custody and Registrar Agreement

means the administration custody and registrar agreement dated 11th June 2012 entered into by the Fund Company, the Administrator, Custodian and Registrar and the Fund Manager in respect of administrative duties pertaining to the Fund, in respect of custodian duties pertaining to the Fund and in respect of registrar duties pertaining to the Fund, a summary of which is set out in the section headed Material Contracts

Aggregate Investment means the aggregate amount that an Applicant seeks to invest in the Fund (net of applicable Subscription Fees)

Anti-Money Laundering and Know Your Client Regulations

means the Decree Law No. 4/2001 (and subsequent circulars issued from time to time) and the CBB Regulation No. EDBC/6/2002 - Preventing and Prohibiting Money Laundering (as amended from time to time) and all applicable anti-money laundering and combating of the financing of terrorism (AML/CFT) requirements (in accordance with CIU 1.9.7 and CIU 1.9.9) as well as the anti-money laundering laws, rules and orders applicable to any Unitholder as they may respectively pertain to any or all of the Administrator, Registrar, Custodian, Fund Manager, Placing Agent, Fund or Fund Company

Applicants means prospective investors wishing to subscribe for Units

Articles means the memorandum and articles of association of the Fund Company

Auditor means KPMG Fakhro or such other auditor appointed from time to time

Bahrain means the Kingdom of Bahrain

Bahrain Islamic Bank Bahrain Islamic Bank B.S.C. a public joint stock company incorporated under the laws of Bahrain under CR No.9900

Board of Directors means the members of the Board of Directors of the Fund Company. Details of the Board of Directors as at the date of this Prospectus and their Curricula Vitae are set out in the section headed Board of Directors

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Business Day means any day on which banks in Bahrain are open for normal banking and foreign exchange business, excluding Fridays, Saturdays and public holidays in Bahrain

CBB means the Central Bank of Bahrain

Custodian means Gulf Custody Company B.S.C.(c) a closed joint stock company incorporated under the laws of the Kingdom of Bahrain with commercial registration number 50682 having its registered office at Gajria Building, 2nd Floor, Building 452A, Road 1010, Block 410, Sanabis, Kingdom of Bahrain or such other custodian appointed from time to time by the Fund Company when acting as Custodian in accordance with the Administration, Custody and Registrar Agreement, or such other entity appointed to act in such capacity from time to time by the Fund Company

Customer Information means an Applicants required personal information as set out in the Subscription Agreement and any further information requested by the Placing Agent, Fund Manager and/or Administrator in order to ensure compliance with Anti-Money Laundering and Know Your Client Regulations

Dealing Cut-Off means Bahrain Islamic Bank branch closing time on each Monday save where such Monday is not a Business Day, in which case the Dealing Cut-Off shall occur on the most proximate previous Business Day

Dealing Day means each Wednesday save where such Wednesday is not a Business Day, in which case the Dealing Day shall be the next following Business Day

Debt Securities include, but are not limited to, all types of sukuk approved by the Shariah Advisers

Equities means shares or stock in the share capital issued by companies that are listed on exchanges or traded on markets

Establishment Expenses means the expenses incurred by the Fund during its establishment detailed in the section headed Charges, Fees and Expenses Relating to the Fund

Financial Year means the period commencing on the Initial Closing Date and ending on 31 December and thereafter, each period commencing on 1 January and ending on 31 December

Fund means the BisB Money Market Fund, a Shariah fund established by the Fund Company under the laws of Bahrain

Fund Assets means the assets of the Fund, held by the Fund Company on behalf of Unitholders in the Fund (excluding its BHD 1,000 issued and paid up share capital) including all monies standing to the credit of the Units Fund Account and all proceeds of the foregoing

Fund Company means BisB MMF Company B.S.C.(c) a closed joint stock company incorporated in Bahrain with commercial registration number 81322

Fund Management Agreement

means the Fund Management Agreement dated 10th June 2012 entered into by the Fund Company and the Fund Manager in respect of fund management duties pertaining to the Fund, a summary of which is set out in the section headed Material Contracts

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Fund Manager means Bahrain Islamic Bank B.S.C., or such other fund manager appointed by the Fund Company to manage the Fund Assets from time to time

Fund Performance Review Report

a weekly report prepared by the Fund manager setting out the NAV of the Fund, the performance of the Fund, a summary of the investments of the Fund, the total number of Units and assets under management

GCC means the Gulf Cooperation Council countries from time to time, which are as of the date of this Prospectus, Saudi Arabia, United Arab Emirates, Qatar, Kuwait, Bahrain and Oman

Initial Closing Date the next Business Day following the day that the Custodian confirms to the Operator that the Custodian is able to receive funds from the Operator to invest in the Fund, and the Operator confirms that they are able to deposit funds in the Fund

Initial Offering Period means the period commencing on the date of this Prospectus and ending on the Initial Closing Date

Initial Subscription Price means USD 1 per Unit

Instrument means a legal instrument issued by the Fund Company under the laws of Bahrain. The form of the Instrument is contained in the section headed Form of Instrument

Investment Objective means the investment objective of the Fund as set out in the section headed Investment Objective, Policies and Restrictions

Investment Policy means the investment policy of the Fund as set out in the section headed Investment Objective, Policies and Restrictions

Investment Guidelines and Restrictions

means the investment guidelines and restrictions which apply to the Fund as set out in the section headed Investment Objective, Policies and Restrictions

Laws means all applicable laws and regulations and, if applicable, the prevailing rules, regulations, requirements, determinations, practice and guidelines of Bahrain, the CBB and any other organisation to which the Fund, the Fund Company and the Fund Manager are subject

Management Fee means the management fee payable to the Fund Manager as set out in the section headed Charges, Fees and Expenses related to the Fund

Material Contracts means the material agreements entered into by the Fund Company, as at the date of this Prospectus, all of which are summarised in the section headed Material Contracts

MENA Region means the countries of the GCC and the wider Middle East and Northern Africa

Minimum Holding Period means the 30 calendar days from the date of issue of any Unit to an investor

MOIC means the Bahrain Ministry of Industry and Commerce

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NAV or Net Asset Value means the net asset value of the Fund, i.e. the net value of the Fund Assets as determined from time to time by the Administrator in accordance with the valuation methodology set out in the section headed Calculation of Net Asset Value

NAV Per Unit is calculated to one hundredth of one US cent by dividing the NAV by the number of Units in issue

NAV Calculation Formula means total Fund Assets less total debts and liabilities of the Fund divided by total number of Units outstanding prior to such Dealing Day

OECD means the Organisation for Economic Cooperation and Development

Offer means the offer of Units to investors pursuant to the terms of this Prospectus

Operator means Bahrain Islamic Bank B.S.C.

Placing Agent means Bahrain Islamic Bank B.S.C., a public joint stock company incorporated under the laws of Bahrain and any other placing agent which is appointed by the Fund Company from time to time

Placing Agreement means the agreement between the Fund Company and the Placing Agent, pursuant to which the Placing Agent agrees to act as a placing agent for the Fund, a summary of which is set out in the section headed "Material Contracts"

Prospectus means this Prospectus, as amended from time to time

Redemption means the redemption of Units the details of which are set out in Part XIII of the Prospectus

Redemption Notice means a redemption notice substantially in the form set out in the section headed Form of Redemption Notice

Redemption Proceeds means the monies due to Unitholders, following a Redemption of Units

Registrar means Gulf Custody Company B.S.C.(c) a closed joint stock company incorporated under the laws of the Kingdom of Bahrain with commercial registration number 50682 having its registered office at Gajria Building, 2nd Floor, Building 452A, Road 1010, Block 410, Sanabis, Kingdom of Bahrain or such other registrar appointed from time to time by the Fund Company when acting as registrar for the Fund or such entity appointed in such capacity from time to time by the Fund Company

Rulebook means the CIU Module under the CBB Rulebook Volume 7 (Collective Investment Undertakings (CIU)), as amended by the CBB from time to time

Shariah Advisers means the shariah advisers set out in Part V of this Prospectus and who are appointed by the Fund Company to ensure that the Fund is and remains Shariah compliant.

Shariah compliant Retail CIU

means a CIU which complies with the provisions of the Rulebook

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Strategic Commitment means the Operators commitment to the Fund at the Initial Offering Period, as described in the Executive Summary

Subscription Agreement means the subscription agreement required to be delivered by an Applicant to the Placing Agent in connection with an application to subscribe for Units

Subscription Fee means the subscription fee of up to 0.25% of the Aggregate Investment

Subscription Price means USD1 per Unit during the Initial Offering Period and NAV Per Unit as calculated on the relevant Dealing Day for any offering subsequent thereafter

Transaction Documents means this Prospectus, the Subscription Agreement, the Articles and the documents summarised in the section headed Material Contracts

Unitholder(s) means a registered holder of Units in issue from time to time Units means the units in the Fund which are in issue from time to time,

which represent the rights of the investors in the Fund

Units Fund Account means the account in to which an Applicants Aggregate Investment and Subscription Fees are to be paid, details of which are set out in the section headed The Application Process

In this Prospectus references to USD are to the lawful currency of the United States of America and references to BHD are to the lawful currency of the Kingdom of Bahrain.

The information in this Prospectus does not relate to events occurring subsequent to the date hereof.

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II Executive Summary

The following summary of the terms and conditions of the Fund is qualified in its entirety by the detailed information included elsewhere in this Prospectus and should be read in conjunction with the full text of this Prospectus.

The Fund BisB Money Market Fund is an open-ended fund created by the Fund Company and established as a Shariah compliant Retail CIU pursuant to the CBBs regulatory Rulebook.

The Fund Company

BisB MMF Company B.S.C.(c) is a closed joint stock company incorporated in Bahrain with commercial registration number 81322.

The Fund Manager Bahrain Islamic Bank B.S.C.

Instrument a legal instrument issued by the Fund Company under the Laws of Bahrain a form of which appears under the heading Form of Instrument.

Investment Objective The Fund aims to generate capital growth and return capital to its Unitholders through maintaining a high level of liquidity by investing in low risk quality Shariah compliant money market instruments.

Investment Policy means the investment strategy of the Fund to achieve its objective which is to invest in high-quality Shariah compliant money market instruments issued by banks, corporations and governments.

Operators Strategic Commitment

The Operator shall, during the Initial Offering Period, subscribe for a minimum of 5,000,000 Units, at the Initial Subscription Price of USD1 per Unit, making a total commitment of USD5,000,000.

The Operator shall not reduce its commitment to less than 5,000,000 Units prior to the expiry of the period ending 12 months from the Initial Closing Date if the Operator wishes to reduce its commitment at any time after the Initial Closing Date it shall notify the Unitholders.

The Operator shall also notify and seek the prior approval of the CBB in the event that its investment in the Fund is expected to fall below 5,000,000 Units.

The Operator shall not increase its commitment and/or subscribe for Units in excess of USD10,000,000.

Subscriptions during the Initial Offering Period

During the Initial Offering Period, Units shall be offered at the Initial Subscription Price of USD1 per Unit plus a Subscription Fee of up to USD0.0025 per Unit, which may be waived by the Placing Agent in its absolute discretion.

Subscriptions following the Initial Offering Period

Following the Initial Offering Period, Units will be offered at NAV Per Unit on the relevant Dealing Day.

Minimum Applications

Investors are required to apply to invest an amount not less than 25,000 units as their initial investment and not less than 1,000 units for each subsequent investment.

Minimum Holding Period Each Unit must be held for a minimum period of 30 calendar days.

Minimum Holding Amount Any redemption request that will reduce an investors holding in the Fund to below1,000 units will be deemed to be a request to redeem the investors entire holding in the Fund. Any such request will only be considered and processed after the Minimum Holding Period has expired.

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Valuation of Units The initial subscription value is USD1 per unit. Thereafter NAV Per Unit will be calculated by the Administrator on each Dealing Day in accordance with Paragraph XIV of this Prospectus.

Currency The Fund will be denominated in, and the reference currency will be, USDs.

Financial Reporting A Fund Performance Review Report will be issued weekly

During the life of the Fund, the Fund shall submit a semi-annual report which has been reviewed by the Auditor covering the first six months of the Financial Year to the CBB and to the Unitholders within 2 months of such period or such other time as agreed between the Fund and the CBB.

During the life of the Fund, the Fund shall submit an audited annual report to the CBB and to the Unitholders within 4 months of the end of each Financial Year.

The semi-annual report and the audited annual report shall be prepared in accordance with AAOIFI.

Risk Factors Investment in the Fund carries significant risk, and investment in the Fund should be regarded as medium to long term in nature and is only suitable for investors who understand the risks involved. Unitholders might not recover monies invested. Applicants should refer to the section headed Risk Factors for a summary of certain of the risks involved.

Term The Fund is an open-ended fund with no fixed term. The term of the Fund shall commence on the next Business Day following the Initial Closing Date.

The Fund is established for an indefinite period by the Fund Company. The Fund Company reserves the right to terminate the Fund at any time without penalty to any party involved in the following events and after obtaining CBB approval upon the occurrence of any of the following:

(i) NAV per unit of the Fund Assets falls below USD 0.5 per unit; or

(ii) cancellation of the registration by the CBB; or

(iii) other unavoidable circumstances.

Under Bahrain regulations, termination of the Fund requires prior approval by the CBB and that reasonable notice be given to Unitholders. The Directors will endeavour to give Unitholders 3 months prior notice of termination. Neither the death, bankruptcy nor incapacity of a Unitholder in the Fund nor the bankruptcy or resignation of the Fund Manager shall terminate the Fund or in any way affect its continuity.

The Fund can be terminated at the request of the CBB.

Shariah Compliance

The Fund accords with the principles of Shariah. The Fund's structural framework shall be established under the guidance of the three Shariah Advisers who will also be appointed to oversee the compliance with Shariah of the Funds structure, operations, investments and financing activities. Subject to the Funds compliance, the Shariah Advisers will issue an annual Shariah compliance certificate for the Fund. In all cases, the Shariah

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Advisers will obtain final confirmation of the Shariah compliance of any relevant aspects of the Fund (for instance structural framework, individual investments, issues relating to ongoing monitoring, and any other relevant considerations).

Governing Law The Transaction Documents shall be governed by and construed in accordance with the laws of the Kingdom of Bahrain save to the extent these conflict with the rules and principles of Shariah, when the latter shall prevail and any dispute in relation to these documents shall be finally determined by arbitration administered by the Bahrain Chamber for Dispute Resolution (BCDR-AAA) in accordance with its Arbitration Rules.

III Investment Objective, Policies and Restrictions Investment Objective

The Fund aims to increase its Net Asset Value with the objective of generating returns in excess of the USD fixed deposit rates by investing in low risk quality Shariah compliant money market instruments and maintaining a high level of liquidity in GCC and OECD countries.

Investment Policy

The investment strategy of the Fund to achieve its objective is to invest in high-quality Shariah compliant money market instruments issued by banks, corporations and governments. Such investments may include: short term deposits in the inter-bank market; Shariah compliant fixed term deposits with banks; and all types of sukuk issued by the sovereign wealth funds and corporates and approved by the Shariah Advisers.

Financing Policy

The Fund will only secure external financing if the following conditions are met:

(a) the purpose of the financing is short term to provide short term liquidity to the fund and will not be consistently renewed;

(b) the financing is repayable and repaid out of the assets of the Fund; (c) the financing will not be used to acquire assets that are encumbered in any way

including, but not limited to, mortgaged assets; and (d) the financing will not exceed 20% of the NAV of the Funds assets.

Liquidity and Minimising Risk

The investment strategy will aim to maintain liquidity in a diverse and low risk portfolio.

Risk will be minimised by ensuring the following restrictions apply to investments by the Fund:

(a) any exposure to cash and cash equivalents of any single party will not exceed 20% of the NAV of the Fund Assets;

(b) exposure to transferable securities of a single party will not exceed 10% of the NAV of the Fund Assets;

(c) exposure to transferable securities of a single group of connected parties will not exceed 20% of the NAV of the Fund Assets;

(d) exposure to sukuk not traded on a recognised exchange will not exceed 10% of the NAV of the Fund Assets;

(e) exposure to government and public sector securities issued by a single country in the GCC or OECD will not exceed 20% of the NAV of the Fund Assets;

(f) the weighted average maturity of all the assets held by the Fund will not exceed 1 year;

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(g) exposure to money market instruments denominated in currencies not pegged to the USD will not exceed 20% of the NAV of the Fund Assets;

(h) the minimum investments in money market instruments will be 60% of the NAV of the Fund Assets;

(i) exposure to any one country outside of Bahrain, to investments other than money market instruments, will not exceed 20% of the NAV of the Fund Assets;

(j) the maximum investment in cash and cash equivalents of the Operator will be 10% of the NAV of the Fund Assets; and

(k) the Operator will not be counterparty to any transaction, other than for cash and cash equivalents,

Restricted Investments

The Fund will not invest or expose itself to the following:

(a) non Shariah compliant investments;

(b) securities issued by Bahrain Islamic Bank B.S.C.;

(c) any asset which involves the assumption of unlimited liability; (d) securities issued by entities in which any director or officer of the Fund Company and/or

Bahrain Islamic Bank B.S.C. individually owns more than half of one percent or collectively owns more than 5% of all the securities issued by that entity;

(e) any listed or un-listed Equities;

(f) any sukuk issued by corporations rated below investment grade; (g) any type of funds;

(h) real estate investment trusts;

(i) commodities;

(j) financial derivatives;

(k) short-selling;

(l) retail finance clients; (m) provide any lending including murabaha;

(n) stock lending arrangements;

(o) underwriting; and

(p) financial guarantees. Investment Guidelines and Restrictions

In implementing the Investment Policy, the Fund Manager will endeavour to ensure that the Fund Assets comply with the following Investment Guidelines and Restrictions.

Eligible Securities

Shariah compliant:

(i) short term deposits in the inter-bank market;

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(ii) fixed term deposits with banks;

(iii) Sovereign, quasi sovereign and/or government owned corporations Sukuk approved by the Shariah Advisers;

(iv) Sukuk issued by corporates and approved by the Shariah Advisers; and

(v) any other Shariah compliant money market instruments. Breaches of Investment Guidelines and Restrictions

The Units will not be listed on any exchange nor be traded on the secondary market.

The Investment Policy will be maintained at all times. Any breach within the control of the Fund Manager resulting in a price change will be rectified immediately.

Changes to Investment Policy

Any amendment to the Investment Policy, any Material Contract and any other change deemed material by the Fund Manager, will be subject to the prior approval of the CBB.

Unitholders will receive notice of any such amendment unless the directors of the Fund Company decide they wish to seek Unitholder approval pursuant to clause 11 of Schedule 1 to the Instrument.

IV Overview of Corporate Governance, Supervision and Compliance

Entity Description of Role

Board of Directors Overall responsibility for the management of the Fund rests with the Directors of the Fund Company. The Directors of the Fund Company are responsible for this Prospectus including the preparation of the Investment Objective, Investment Policy and the Investment Guidelines and Restrictions.

Fund Manager Under the Fund Management Agreement, the Directors have delegated certain powers to the Fund Manager, which is responsible for the day-to-day management of the Fund Assets (subject to the Investment Objective, the Investment Policy and the Investment Guidelines and Restrictions).

Custodian, Registrar and Administrator

Gulf Custody Company B.S.C.(c) shall act as the global custodian of the Fund Assets and provide administrative and registrar services to the Fund and, in particular, shall be responsible for calculating the NAV Per Unit on each Dealing Day.

Placing Agent The Placing Agent shall be responsible for ensuring investors compliance with Anti-Money Laundering and Know Your Client Regulations.

Anti-Money Laundering and Know Your Client Regulations Compliance

The Placing Agent is responsible for the Funds compliance with Anti-Money Laundering and Know Your Client Regulations.

The Fund Manager shall be granted the discretion to accept or reject applications in whole or in part, provided that the Placing Agent has confirmed each applications compliance with Anti-Money Laundering and Know Your Client Regulations. Prior to being able to accept an application, the Placing Agent must first have:

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to its satisfaction, received all Customer Information together with a duly completed Subscription Agreement;

received notification from the Administrator of the deposit of the amount an Applicant is applying to invest, together with the applicable Subscription Fees; and

received a duly completed Subscription Agreement.

The Fund Company, Fund Manager, Administrator and Placing Agent all reserve the right to require further Customer Information in order to assist with the verification of the identity of any Applicant or that of the person or entity on whose behalf such Applicant is applying to purchase Units, and/or such Applicants source of funds.

The Placing Agent shall be responsible for ensuring investors compliance with Anti-Money Laundering and Know Your Client Regulations.

The Fund reserves the right to disclose information relating to Applicants, any person or entity on whose behalf an Applicant is applying to purchase Units, and any legal and beneficial owners of Units to the Funds advisers and service providers and as required by any legal or regulatory body.

V Shariah Compatibility

The Fund Company shall appoint three Shariah Advisers who shall be independent of the Fund and the Operator to undertake the role of Shariah Advisers to the Fund.

The Fund shall comply with all applicable standards issued by AAOIFI.

The Fund shall ensure that its operations and investments are subject to the compliance reporting and monitoring of its Shariah Advisers, in accordance with applicable AAOIFI standards.

The audited annual report of the Fund shall contain a report and opinion from the Funds Shariah Advisers explaining the work undertaken by the Shariah Advisers to verify compliance by the Fund with Shariah and give an opinion on the extent of the Funds compliance with the Shariah.

Shariah Advisers

Shaikh Dr. Nidham Mohammed Saleh Yaquby

Shaikh Yaquby is one of the most renowned and experienced Shariah scholars in the global Islamic financial industry. He is on the board of numerous financial institutions in Bahrain and internationally including such names as Dow Jones Islamic Index, AAOFI, HSBC and ABC Islamic Bank. Shaikh Yaquby has sat on the Shariah board of Bahrain Islamic Bank since 1999. He has numerous publications to his name and is a highly sought after scholar for lectures and presentations at various seminars and conferences. Shaikh Yaquby has been presented with many awards for his services to the Islamic financial industry. He holds his Ph.D. from Lahaye University and also holds a degree in Economy and Comparison of Religions from the University of McGill, Montreal, Canada. Shaikh Yaquby is also a holder of several Shariah academic degrees achieved under the guidance of a number of Shariah scholars and Islamic ulema within and outside Bahrain. He is also an adjunct professor at International Islamic University in Malaysia.

Shaikh Dr. Abdul Latif Mahmood Al-Mahmood

Shaikh Al-Mahmood is one of the most experienced Shariah scholars in the global Islamic financial industry. He is a Member of the Shariah Supervisory Board of Takaful International, ABC Islamic Bank and Joint Shariaa Supervisory Board of AlBaraka Group. Shaikh Al-Mahmood has been on the Shariah board of Bahrain Islamic Bank as a chairman since 1979. He has been a Preacher at a number of Bahrains mosques since 1973 and a lecturer in Quran interpretation, jurisprudence and preaching. He is a regular participant in jurisprudence, educational, economic, intellectual, social and cultural conferences and seminars. He holds a Ph.D. with distinctive degree of honour from the University of Ez Zitouna and a Masters degree in comparative jurisprudence from the Faculty of Shariah & Law of the University of Al Azhar.

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Sheikh Dr. Osama Mohammed Saad Bahar

Sheikh Bahar is a prominent, highly-respected Shariaa scholar from Kingdom of Bahrain. He is currently Head of the Shariaa Compliance and Advisory at First Energy Bank, following earlier senior positions at Islamic banks in Bahrain including Head of Shariaa Compliance at Al Salam Bank and before that, Shariaa Compliance Officer at ABC Islamic Bank. Sheikh Bahar is also a Member of the Shariaa Supervisory Board of the Global Banking Corporation, International Investment Bank, Allianz Global Investors, Allianz Takaful (Bahrain), International Tharawat and Family Bank; and Shariaa Advisor for Sakana Holistic Housing Solutions and Reef (Real Estate Finance). Sheikh Bahar was awarded his Doctorate degree from Lahaye University in Holland, his Master Degree from Al Emam Al Awzae University in Lebanon and his Bachelor degree in Islamic Shariaa from Prince Abdul Qader University of Islamic Studies in Algeria.

Prohibited Investments

An assessment of the acceptability of each Investment proposed for acquisition will be made on a case-by-case basis at the discretion of the Shariah Advisers. Investments in and receiving income from any haram activity by the Fund is prohibited.

VI Constitution of the Fund Company and the Fund

The Fund

BisB Money Market Fund is an open-ended fund created by the Fund Company and authorised as a Bahraini domiciled retail CIU by the CBB pursuant to the CBBs regulatory Rulebook.

The Fund Company by legal Instrument will create Units in the Fund which investors will be invited to subscribe for pursuant to the Subscription Agreement. The Instrument is, governed by and construed in accordance with the laws of the Kingdom of Bahrain.

Monies raised from subscriptions for Units will be segregated for accounting purposes from the Fund Companys other assets, by being placed in the Fund Companys Units Fund Account and will be invested in accordance with the Investment Policy of the Fund.

The Fund Company

BisB MMF Company B.S.C.(c) is a fund company in Bahrain with commercial registration number 81322.

The share capital of the Fund Company is BHD1000 divided into 100 shares of BHD10 each. BisB and Nader Mohammed Albastaki will each respectively hold 99% and 1% of the shares in the Fund Company (the latter holding as nominee for BisB).

Role of the Fund Company

The Fund Company is the legal entity which will enter into transactions on behalf of the Fund. The Fund Company will have primary responsibility for the Fund, including:

appointing a fund manager to make investment and divestment decisions; and

approving and executing Transaction Documents on behalf of the Fund.

The Board of Directors will also be responsible for:

ensuring that investments are made in accordance with the Investment Policy and in compliance with the Investment Guidelines and Restrictions;

making distributions to Unitholders; and

the overall performance of the Fund.

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The Fund Company will outsource some of its responsibilities to the Fund Manager pursuant to the terms of the Fund Management Agreement.

VII Board of Directors

The Board of Directors is the most senior decision-making body of the Fund. It has overall authority over, and responsibility for, the operations and management of the Fund. It will therefore exercise supervision and control of the Fund and the Fund Company including deciding matters of general policy and reviewing the actions of the Fund Manager, the Custodian, the Registrar, the Administrator and other professional advisers to the Fund. The Board of Directors will be responsible for monitoring the performance of the Fund and for considering and, if thought fit, recommending changes to the Investment Policy or the Investment Guidelines and Restrictions.

The shareholders of the Fund Company may appoint additional Directors and officers from time to time, subject to CBB approval.

The Directors of the Fund Company as at the date of this Prospectus are:

Abdulrahman Mohamed Abdulmajeed Turki General Manager, Retail Banking, Bahrain Islamic Bank B.S.C.

Mr. Turki is the General Manager of Retail Banking at Bahrain Islamic Bank. He is a senior banking professional with over 31 years of experience in various fields of banking industry in Bahrain, Oman and Qatar. His banking experience started in the areas of Treasury and Investment where he spent seventeen years with Grindlays Bahrain Bank (later acquired by Al Ahli United Bank) adding a wealth of knowledge and skills in the field of financial and foreign exchange markets. Mr. Turki then shifted to the consumer/retail banking within Grindlays Bahrain Bank and subsequently with the Commercial Bank of Qatar before joining Bahrain Islamic Bank as General Manager, Retail Banking in 2008. His expertise extends in many core banking fields such as Treasury & Investment, Marketing & Sales, Product Development, Retail banking, Corporate & Commercial banking, non-resident market and in the Islamic banking sector. Mr. Turki has an MBA from the University of Strathclyde, Glasgow, Scotland and an Advanced Diploma in Banking Studies from Bahrain Institute of Banking and Finance. He also has attended, presented and formed part of the discussion panels at, a large number of courses, seminars, forums and workshops relating to banking and finance.

Abdulrazaq Abdulkhaleq Abdulla Hasan Assistant General Manager, Central Operations

Mr. Abdulrazaq is a highly experienced banking professional with almost 34 years of banking experience in various capacities. He has worked for Standard Chartered Bank in Bahrain for over five years and has been working with Bahrain Islamic Bank for the last 29 years and demonstrates experience in commercial banking, branch management, marketing, and internal audit. He is currently an Assistant General Manager for Central Operations and oversees many departments including International Trade Finance. He specializes in accounting and investment banking and possesses extensive knowledge of Islamic Trade Finance techniques. Mr. Abdulrazaq has various internationally recognised accounting qualifications to his credit and has completed the Gulf Executive program, University of Virginia, Darden Business School, U.S.A. Apart from being a member of various committees constituted by Bahrain Islamic Bank, he is also a board member of Benefit Company. He represents Bahrain Islamic Bank on the ICC National Committee in the Kingdom of Bahrain and is the Co-Vice Chair of the ICC Bahrain Trade Finance Forum.

Nader Mohammed Albastaki Head of Investments and Financial Institutions, Bahrain Islamic Bank B.S.C.

Mr. Nader is a highly experienced banking professional with almost 13 years of banking experience in various capacities. His banking experience started in 2000 when he joined the Islamic Division of Arab Banking Corporation as a credit analyst. In early 2003, he joined Gulf International Bank and managed a portfolio of trade finance facilities, term loans, contract financing, syndicated loans, project finance and real estate finance. In August 2008 he left Gulf International Bank as a Vice President and joined Bahrain Islamic Bank as a Senior Manager of the Treasury and Investment Division. He currently serves Bahrain Islamic Bank as a Head of Investments and Financial Institutions. Mr Nader holds Bachelor's degree in Accounting from the University of Bahrain.

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The Directors will not receive any compensation by the Fund, but will be reimbursed for out-of-pocket expenses reasonably incurred by them in undertaking their duties as Directors by the Fund. In no circumstance shall the aggregate out of pocket expenses of the Directors together exceed USD 3,000 per annum.

VIII The Fund Manager, Operator and Placing Agent

Bahrain Islamic Bank was incorporated in the Kingdom of Bahrain in the year 1979 by Amiri Decree No.2 of 1979. Bahrain Islamic Bank holds a CBB license to operate as a Retail Islamic bank and it carries out permitted investment activities pursuant to that licence.

Fund Management Team

Hussain Ebrahim Al-Banna Senior Dealer, Treasury & Investments, Bahrain Islamic Bank B.S.C.

Mr Al-Banna has more than 8 years of experience as a dealer in treasury and investments. Mr. Al-Banna started his banking career with BNP Paribas Bank, Bahrain followed by 3 years with the Bank of Bahrain and Kuwait. During this period, he managed a USD700 million fixed income portfolio. He joined Bahrain Islamic Bank in 2008 and is currently a Senior Dealer on the treasury desk of Bahrain Islamic Bank. His primary responsibilities include trading in foreign exchange, money markets and fixed income securities. Mr. Al-Banna holds a Bachelors in Banking and Finance from the University of Bahrain and a Treasury & Capital Markets Diploma from the BIBF.

IX The Custodian, Administrator and Registrar

Gulf Custody Company B.S.C.(c), has been appointed as:

(a) the Custodian of the Fund Assets which will be held directly by the Custodian or through its agents, sub-custodians, or delegates pursuant to the terms of the Administration, Custody and Registrar Agreement;

(b) as the Administrator of the Fund pursuant to the terms of the Administration, Custody and Registrar Agreement. The Administrator is responsible for the general administration of the Fund, which includes, amongst other things, arranging the calculation of asset valuations and fees, and administration of invested cash; and

(c) as the Registrar of the Fund pursuant to the terms of the Administration, Custody and Registrar Agreement. The Registrar is responsible for providing registrar services in relation to the Units, which includes, amongst other things, keeping the register of Unitholders up to date and dealing with requests for and arranging for the issue, transfer, allotment, redemption, conversion or purchase of Units.

Gulf Custody Company B.S.C.(c) is a directly owned subsidiary of Gulf Company K.S.C. which is an independent financial institution catering to conventional and Islamic mutual funds of various categories from its offices in Kuwait, Bahrain and Oman. It provides a comprehensive and wide range of high quality and cost effective services to both clients and fund managers covering the MENA Region markets with a dedication to accuracy, completeness and timeliness.

Gulf Custody Company B.S.C.(c) is an established provider of custody, administration and registry services to funds and investment portfolios. They are an independent financial institution catering to conventional and Islamic mutual funds of various categories from their office in Bahrain and the parent company in Kuwait (Gulf Custody Company K.S.C.). Their clients range from small start-up funds to large asset managers. Gulf Custody Company B.S.C.(c) deals with a wide variety of fund categories and structures and is committed to providing quality service to its clients.

The Custodian and Administrator may appoint a third party to perform any or all of their respective obligations under the Administration, Custody and Registrar Agreement. Such appointment is subject to certain conditions which include the Custodian and/or the Administrator, as may be relevant, having taken all reasonable care, including ensuring that each third party holds the necessary licences and approvals to, and has the requisite expertise to, carry out such duties. Notwithstanding any permitted delegation, the Custodian and/or the Administrator as the case may be, shall remain liable to the Fund Company for all acts and

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omissions of any such third party it appoints and for the fulfilment and discharge of its obligations and liabilities under the Administration, Custody and Registrar Agreement.

X Summary of Rights of Unitholders

Unitholders have the rights and obligations set out in the Instrument, this Prospectus and other Transaction Documents. The legal rights of Unitholders are summarised below.

Title to Units

A register of Unitholders is maintained by the Registrar and ownership of Units shall be evidenced by entries on the register of Unitholders. Certificates will not be issued.

Pro-rata beneficial interest in the Fund Assets

Units shall at all times provide Unitholders with a beneficial interest in the Fund Assets, pro rata to the number of outstanding Units held by the Unitholder. The Units will rank pari passu in all respects with each other.

Limited Liability

Units shall only be issued fully paid and the liability of Unitholders is limited to the amount invested at the time their Units were issued.

Accumulation of Dividend Income

Any income received by the Fund Company, on behalf of the Fund, will be accumulated into the Fund Assets, increasing the NAV Per Unit, save for where the Fund Manager elects to declare a dividend. The Fund Company shall seek the prior approval of the CBB to declare and to distribute any dividend.

Weekly Redemptions

Unitholders are entitled to apply to redeem some or all of their Units on each Dealing Day, save that each Unit must be held for a minimum period of 30 calendar days.

Voting rights

Unitholders shall not be entitled to vote at meetings of the Fund Company. Unitholders shall be entitled to vote at meetings of the Unitholders convened in accordance with Schedule 2 of the Instrument.

XI The Application Process

Applications will be processed on the Initial Closing Date and thereafter weekly on each Dealing Day.

In order to apply to invest in the Fund, an Applicant must complete the following steps:

Delivery of Documents

Deliver by hand, courier or facsimile (with original hand delivered or couriered) the following documents to the Placing Agent at any of its branches:

(a) a duly completed and executed Subscription Agreement;

(b) the Customer Information set out in the Subscription Agreement; and

(c) all additional information and documentation requested by the Placing Agent, Fund Manager and Administrator to ensure compliance with Anti-Money Laundering and Know Your Client Regulations.

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Payment of Aggregate Investment and Subscription Fees

Pay into the Units Fund Account (details below) without deduction, an amount calculated as follows:

The aggregate amount that the Applicant wishes to invest in Units in the Fund (the Aggregate Investment)

Plus

A Subscription Fee of up to 0.25% of the amount intended to be invested in the Fund (the Subscription Fee)

Units Funds Account

Investors should note that in order for cleared funds to be received in Bahrain by the specified payment deadline payment will need to be made into their Bahrain Islamic Bank B.S.C. bank account for value at least one Business Day prior to the deadline

All subscription monies must originate from an account in the name of the applicant. Payments from a third party will not be accepted.

XII The Allotment Process

Acceptance of Applications

The Fund Manager shall have the discretion to accept or reject applications in whole or in part, provided that the Placing Agent has ensured each applications compliance with Anti-Money Laundering and Know Your Client Regulations. Prior to being able to accept an application, the Fund Manager must first have:

to its satisfaction, received all Customer Information together with a duly completed Subscription Agreement; and

received notification from the Administrator of the deposit of the amount an Applicant is applying to invest, together with the applicable Subscription Fees into the Units Fund Account.

Subject to the receipt of the items above, the Fund Manager will have full discretion to accept or reject applications for Units. Where the Fund Manager accepts an application after a Dealing Cut-Off (but before the relevant Dealing Day), the application will be processed on the first Dealing Day following the next Dealing Cut-Off, save that the Fund Manager has the discretion to process the application on the earlier occurring Dealing Day where it has given prior notice to the Administrator.

The Registrar shall send acceptance letters to Applicants advising them of whether their application has been accepted in whole or in part or rejected outright.

Units are issued on a forward-pricing basis. This means that, to the extent that an application is accepted in whole or in part by the Fund Manager before a Dealing Cut-Off, the Fund Manager shall procure that Units are issued to the Applicant by reference to the Subscription Price on the next Dealing Day following that Dealing Cut-Off and will procure the payment of Subscription Fees relating to issued Units to the Placing Agent(s) to whom such fees are due. Any such Subscription Fees will be paid to the relevant Placing Agent(s) for their absolute use and benefit and shall not form part of the Fund Assets.

Fractional Units shall not be issued.

The rights attached to Units are summarised in the section headed Summary of Rights of Unitholders and are set out in full in the Instrument.

Rejected Applications

To the extent that an application to invest in the Fund is rejected, the Fund Manager shall ensure that such funds and related Subscription Fees are returned to the Applicant by inter-bank transfer to the account from which such monies originated, at the risk and expense of the Applicant, less bank charges and without accounting for profit earned thereon.

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Fractional Units shall not be issued. All rounding benefits will be retained by the Fund.

Ownership Restrictions

Investors may subscribe for Units provided that legislation or regulations in Bahrain and/or in their country of citizenship, residence, domicile, or incorporation permit them to do so.

Minimum Applications

Applicants are required to apply to invest not less than 25,000 units at the time of their first investment in the Fund and not less than 1,000 units at the time of any future investment. However, the Fund Manager may, at its discretion, accept subscriptions below these thresholds provided always that the minimum initial investment shall at no time be less than 25,000 units.

Minimum Holding Period

Each Unit must be held for the Minimum Holding Period and Redemption is not permitted during the Minimum Holding Period.

XIII Redemptions

The Redemption Process

Applications for Redemptions may only be made after the expiry of the Minimum Holding Period by lodging a Redemption Notice with the Fund Manager. Applications for Redemption are subject to the acceptance of the Fund Manager (acting on behalf of the Fund Company). Applications for Redemption or subscription must be received by the Placing Agent by Dealing Cut-Off.

Redemptions will be processed weekly on each Dealing Day, provided that the Fund Manager has accepted, in whole or in part, a Redemption Notice before the most recently occurring Dealing Cut-Off.

Redemption Proceeds will be valued at NAV on the relevant Dealing Day.

A detailed description of the Redemption process is set out below.

The total number of units redeemed on any given Redemption date will not exceed 10% of all the Units in the Fund at that Redemption date.

The Fund Manager or the Administrator may require the signature of the Unitholder on the relevant Redemption Notice to be independently verified to its satisfaction. The Fund will not pay Redemption Proceeds to any third party.

To the extent that a Redemption Notice is accepted in whole or in part by the Fund Manager before a Dealing Cut-Off, the Fund Manager shall procure that Units are redeemed by reference to the NAV at market close on the next Dealing Day.

Redemption Notices will be irrevocable except in the event of a suspension of Redemptions. Further, the Fund Manager reserves the right to refuse Redemption payment to a Unitholder if it suspects or is advised that the payment of any Redemption Proceeds to such Unitholder might result in a breach or violation of any applicable Anti-Money Laundering and Know Your Client Regulations or other laws or regulations by any person in any relevant jurisdiction, or such refusal is considered necessary or appropriate to ensure the compliance by the Administrator with any such laws or regulations in any relevant jurisdiction. No party shall be liable to the Unitholder for any loss suffered by the Unitholder as a result of the refusal to pay or delay of payment of Redemption Proceeds as a result of that party seeking to comply with Anti-Money Laundering and Know Your Client Regulations.

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Redemption Proceeds

The Redemption Proceeds for each redeemed Unit will be the NAV Per Unit at market close on the Dealing Day following the first Dealing Cut-Off after the Redemption Notice has been accepted by the Fund Manager, save as adjusted by the mechanism described below.

Further, the Fund Manager may arrange for a revaluation of Units by the Administrator if it considers that the NAV per Unit calculated at market close on any relevant Dealing Day does not accurately reflect the true value of the Units.

Redemption Fees

A Unitholder will not pay a redemption fee for redeeming its Units.

Minimum Holding Period

Each Unit must be held for the Minimum Holding Period and Redemption is not permitted during the Minimum Holding Period.

Minimum Holding Amount

Any Redemption request that will reduce the NAV of a Unitholders holding in the Fund to below the Minimum Holding Amount will be deemed to be a request to redeem the Unitholders entire holding in the Fund. Any such request will be considered and processed after the Minimum Holding Period has expired.

Payment of Redemption Proceeds

Redemption Proceeds shall normally be paid to Unitholders within 3 Business Days of the relevant Dealing Day.

Redemption Proceeds will be paid in USD rounded to the nearest cent. Redemption Proceeds will be paid by telegraphic transfer to the Unitholder's nominated Bahrain Islamic Bank B.S.C. bank account under the Unitholders name. The Fund Manager may instruct the Administrator at the request of Unitholder to pay Redemption Proceeds in another currency at the expense and risk of the Unitholder.

Redemption Notices sent by Facsimile

Redemption Notices may be submitted to the Fund Manager by facsimile provided originals follow promptly. Unitholders are reminded that if they choose to send a Redemption Notice by facsimile, they bear the risk of it not being received. Neither the Directors, the Fund Manager, nor the Administrator accept any responsibility for any loss resulting from the non-receipt or illegibility of any Redemption Notice sent by facsimile or for any loss caused in respect of any action taken as a consequence of such facsimile instructions believed in good faith to have originated from properly authorised persons.

Suspension of Redemptions and Payment of Redemption Proceeds

Due to any possible adverse economic, political or regulatory conditions or currency fluctuations, the Directors reserve the right to suspend the Redemption of Units in exceptional circumstances where, in the reasonable judgement of the Directors, Redemption of Units at such times as such conditions prevail would materially and adversely affect and prejudice the interests of continuing Unitholders. The Directors may withhold Redemption Proceeds from persons whose Units have been redeemed prior to such suspension until after the suspension is lifted, such right to be exercised in circumstances where the Directors believe that to make such payments during the period of suspension would materially and adversely affect and prejudice the interests of continuing Unitholders.

The right of any Unitholder to require the Redemption of Units will be suspended during any period when the calculation of the NAV is suspended by the Directors.

The CBB and the Unitholders will be notified by the Fund Manager when the suspension ends.

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Compulsory Redemption

By giving any Unitholder not less than 5 Business Days' written notice prior to any Dealing Day, the Fund may redeem the whole or a specified percentage of such Unitholder's Units if the Directors consider that such Unitholder continuing to hold Units would be detrimental to the pecuniary, taxation, legal or regulatory interests of the Fund Company, the Fund Manager, the Administrator, the Registrar or the Custodian or the Unitholders as a whole, or if such holding is in contravention of any of the prohibitions contained in this Prospectus, the Articles or the Instrument, or if any of the representations, warranties or statements given by such Unitholder in its Subscription Agreement were not true or accurate or have ceased to be true or accurate. Without limiting the foregoing, the Fund may redeem the whole or a specified percentage of a Unitholders Units if the Directors become aware that a Unitholder is not, or ceases to be, a Unitholder.

XIV Calculation of Net Asset Value and NAV Per Unit

Net Asset Value and NAV Per Unit shall be calculated by the Administrator by reference to the last available traded prices for each Fund Asset on the relevant Dealing Day. For an asset for which a market price is not available, the value will be based on the estimated realisable value to be determined by the Administrator in conjunction with the Fund Manager. For other types of assets, the method of valuation will be determined by the Directors and Administrator of the Fund.

In calculating the Net Asset Value and the NAV Per Unit, the Administrator shall apply the following valuation methodology.

The Net Asset Value per Unit will be calculated by the Administrator in conjunction with the Custodian and in accordance with generally accepted AAOIFI standards using the NAV Calculation Formula.

The assets of the Fund are separate from the Fund Company. This NAV Calculation Formula will apply at each subscription and Redemption.

Debts and liabilities to be deducted when calculating NAV by applying the relevant formula set out in this Prospectus and will include but not be limited to the following:

(a) management and other fees and expenses of the Fund Manager accrued but not yet paid;

(b) any expense allowance for the Funds estimated annual audit, legal and other fees;

(c) expenses and fees of the Administrator, Custodian and Registrar;

(d) fees and expenses of the Directors;

(e) reserves authorised or approved by the Directors or the Fund Manager for duties and charges or taxes or contingencies (accrued where appropriate on a day-to-day basis);

(f) other liabilities of the Fund of whatsoever nature (which shall, where appropriate, be deemed to accrue from day-to-day) including any outstanding payments on any Units previously redeemed and, as from the record date in respect thereof, any dividends declared and not paid, and contingent liabilities (if any) being valued in such manner as the Directors may determine from time to time in any particular case; and

(g) all costs relating to any litigation in which the Fund or the Fund Company (acting in relation to the Fund) is involved.

The value of all assets and liabilities denominated in a currency other than the USD will be converted to the USD at the closing exchange rate on the Dealing Day.

The Net Asset Value of the Fund and the Units will be expressed in USDs and will be calculated to one hundredth of one USD0.01.

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Suspension of Valuation

Calculation of the NAV Per Unit and Net Asset Value may be suspended by the Directors on the occurrence of any one of the following:

(a) a breakdown in the systems and or means of communication usually employed to determine the value of the Fund Asset or Subscription Process or Redemption Proceeds or when for any other reason the value of the Fund Asset or Subscription Price or Redemption Proceeds cannot be ascertained in a prompt or accurate manner;

(b) the business operations of the Fund Manager and/or Gulf Custody Company B.S.C.(c) in respect of the Fund are substantially interrupted or closed as a result of or arising from pestilence, acts of war, terrorism, insurrection, revolution, civil unrest, riot, strikes, or acts of God or similar; or

(c) the Directors resolving to wind-up the Fund.

For the avoidance of doubt, when calculating NAV for the purpose of calculating fees set out under the section headed Charges, Fees and Expenses related to the Fund, the NAV Calculation will take into account such fees which have accrued prior to the time of calculation.

XV Reporting to Unitholders

Unitholders will be sent semi-annual statements of account.

Weekly Reporting

On a weekly basis after the Initial Offering Period, the Fund Manager will make available a Fund Performance Review Report on the website of the Fund Manager.



Semi-Annual Regulatory Reporting


Annual Regulatory Reporting


Accounting Standards

The semi-annual report and the audited annual report shall be prepared in accordance with all applicable standards issued by AAOIFI.

XVI Tax and Exchange Control Considerations

The following is a general description of certain tax and currency control laws relating to the Units in Bahrain, and does not purport to be a comprehensive discussion of the tax treatment of the Units and the Fund Assets.

This general description of taxation is based upon the tax law in Bahrain and the regulations thereunder, each as in effect on the date of this Prospectus. This general description is subject to any subsequent change in law and regulations that may come into effect as of such date.

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Applicants should consult their own tax advisers as to applicable tax laws and specific tax consequences of acquiring, owning and disposing of Units.

Foreign exchange controls

There are no currency or exchange control restrictions currently in force under Bahraini law and the free transfer of currency into and out of Bahrain is permitted, subject to any international regulations in force from time to time.

Bahrain Taxation

As at the date of this document, there is no corporate tax, income tax, withholding tax or capital gains tax payable by the Fund under the laws of Bahrain. There are also no currency or exchange control restrictions in force under the laws of Bahrain and the free transfer of currency into and out of Bahrain is permitted. In the event that there is any material amendment or change to the laws of Bahrain in connection with the matter referred to above, the Fund Company shall notify the Unitholders of such amendment or change in the next report that is circulated to Unitholders after such amendment or change has come to the attention of the Fund Company.

Applicants must be aware that as a result of changing law or practice or unfulfilled expectations as to how the Fund or Unitholders will be regarded by tax authorities in different jurisdictions, the tax consequences for Applicants may be other than stated. Applicants should consult their own professional advisers on the possible tax consequences of subscribing for, purchasing, holding or selling Units under the laws of their countries of citizenship, residence, ordinary residence or domicile.

Other Jurisdictions

The Fund may be liable to tax on its income or stamp duty on its transactions in jurisdictions other than Bahrain in which it has income arising to it and in which it conducts transactions. There may be income taxes, withholding taxes, or capital gains taxes payable by the Fund in such other jurisdictions. There may also be currency or exchange control restrictions in such other jurisdictions.

Unitholder Taxation

Applicants should ascertain from their professional advisers the consequences of acquiring, holding, redeeming, transferring or selling Units under the relevant laws of the jurisdictions to which they are subject, including any tax consequences and exchange control requirements.

XVII Actual and Potential Conflicts of Interests

Fund Manager

The Fund Manager shall at all times act in the best interests of the Fund and the Fund Company, so far as is reasonably practicable having regard to its obligations to other third parties.

In accordance with CBB regulation, the Fund Manager shall not:

guarantee, endorse or otherwise become directly or contingently liable for the obligations or indebtedness of any person, except in accordance with the Prospectus;

acquire any asset which involves the assumption of any liability which is unlimited;

invest in any security in a company or other undertaking, if any director or officer of the Fund Company (or of any relevant person and its affiliates) individually owns more than half a per cent of the total nominal amount of all the issued securities of that class; or collectively the directors or officers of the Fund Company (or of any relevant person and its affiliates) owns more than 5 per cent of those securities; nor

invest in other collective investment undertakings of Bahrain Islamic Bank B.S.C..

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The Fund investing in the cash and cash equivalents of the Operator, within the limits prescribed under the investment policy in this Prospectus, may involve a potential conflict with the Fund Managers duty to the Fund Company. Other than this investment, the Fund Manager, nor any associated company of the Fund Manager, will effect any transaction in which the Fund Manager or an associated company has, directly or indirectly, a material interest or a relationship of any description with another party, which may involve a potential conflict with the Fund Managers duty to the Fund Company.

All transactions undertaken by the Fund Manager shall be on an arms length basis with all parties including the Operator.

The Fund Manager shall not be liable to account to the Fund Company for any profit, commission or remuneration made or received from any arms length transaction or any connected transaction. The Management Fee, shall not be abated thereby.

Board of Directors

The Board of Directors will be officers or employees of the Operator. All such relationships will be disclosed to, and recorded by, the Fund Company. Each Director undertakes that should a conflict of interest arise as a result of the aforementioned, the Fund Company and Director will seek to resolve such conflict fairly and in the best interests of the Fund Company and the Fund.

Service Providers

The Administrator, the Registrar and the Custodian will not be devoting their full business efforts to the activities of the Fund. This may involve a conflict of interest with respect to the commitment of resources.

XVIII Risk Factors

No guarantee or representation is made that the Fund will achieve its Investment Objective or that a Unitholder will not lose all or a substantial portion of its investment. Investment results may vary substantially on a monthly, quarterly or annual basis and an investment in the Fund does not constitute a complete investment program.

The value of the Units and the income from such Units may decline as well as rise and Applicants should carefully review and evaluate the merits and the risks and the other information contained in this document before making a decision to invest in the Fund. If you are in any doubt about the contents of this Prospectus you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

The Units have not been registered under the securities laws of any jurisdiction. The resale or transfer of the Units is restricted as set forth in this Prospectus. There is no secondary market for the Units, nor is one expected to develop.

The risks set out below are the risks which are considered to be material but are not the only risks relating to the Fund or an investment in the Fund. There may be additional material risks that the Directors do not currently consider to be material or of which the Directors are not aware.

INVESTMENT RISKS

General Risk

There is no assurance that the Investment Objective of the Fund will be achieved. Investors should be aware that by investing in the Fund, there is no guarantee of any income distribution, returns or capital appreciation.

Bahrain domiciled Shariah compliant Retail Collective Investment Undertakings are regulated by the CBB and are subject to regulatory disclosure and reporting requirements.

Legislative and Regulatory Risk

The structure of the issue of the Units is based on Bahrain law and administrative practice in effect as at the date of this Prospectus. No assurance can be given as to the impact of any

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possible change to Bahrain law or administrative practice after the date of this Prospectus, nor can any assurance be given as to whether any such change could adversely affect the ability of the Fund to make payments to Unitholders.

The legislative framework in some markets where the Fund may invest is only beginning to develop the concept of legal/formal ownership and of beneficial ownership or interest in debt instruments. Consequently, the courts in such markets may consider that any nominee or custodian as registered holder of securities would have full ownership thereof and that a beneficial owner may have no rights whatsoever in respect thereof.

Economic Risk

Global, regional and national economic conditions may impact on the value of the Units. In a recessionary environment, a security may need to be sold at a discount to the fair market value of the security. This in turn could depress the NAV and the growth of the Fund. Generally, all investments are subject to a degree of economic risk depending on the nature of the investment instrument, market, sector and other factors.

Inflation Risk

Inflation can erode the real rate of return on an investment i.e. the return received after taking away inflation. Inflation is one of the major risks to investors over a long term period and results in uncertainty over the future value of investments.

Conflict of Interest Risk

Investments in the cash and cash equivalent of the Operator may give rise to conflict of interest risk. The Fund Manager will endeavour to mitigate this risk by undertaking all transactions at an arms length basis.

SECURITIES RISKS

Default Risk

Investment in Debt Securities may involve a certain degree of default risk with regards to issuers. Default risk is the risk of loss due to an issuers non or untimely payment of the investment amount as well as the returns on investment. Such defaults can cause a decline in the value of the defaulted Debt Securities and impact on the NAV of the Fund.

Counterparty Risk

When the Fund conducts transactions it may be exposed to risks relating to the credit standing of its counterparties and their ability to fulfil the conditions of the contract that it enters into with them. The Fund Manager will endeavour to minimise this risk by performing credit research and analysis to determine the creditworthiness of its counterparty prior to entry into transactions.

Company Specific Risk

There are many specific risks which apply to individual companies that may affect the growth of the Fund. Examples include the possible effect on a company of losing a key executive or the unforeseen entry of a new competitor. As a consequence the price of any issuance by that company may fall, and subsequently affect the growth of the overall Fund. The Fund Manager aims to minimise this risk by adhering to the Investment Restrictions.

Currency Risk

The Fund will invest in securities and other assets denominated in a variety of currencies but its NAV will be quoted in USD. Accordingly, Unitholders may bear the risk of adverse movements in the USD exchange rate against the currencies in which investments are denominated and against the Unitholders own base currency.

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Political Risk

The financial operations of the Fund can be adversely affected by any downturn in general economic conditions or by world events. Political events and uncertainties can adversely affect world markets and consequently the Funds ability to earn positive returns for Unitholders.

Non-compliance to Shariah

The Fund and the investments of the Fund are to be approved as Shariah compliant by the independent Shariah Advisers. None of the Fund Manager or Placing Agent makes any representation or warranty, express or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of such determination. It should be noted that differences exist among Islamic scholars and advisers as to the nature of Shariah compliance and no assurance is given that other Islamic scholars or advisers would determine that the Fund and its investments are Shariah compliant. In the event that the status of such Shariah compliance should change then the Fund Manager and Placing Agent accept no liability in relation to such change but the Fund Manager will inform each Unitholder of such change.

The investments of the Fund are to be Shariah compliant. This means that the investments will be selected on the basis, inter alia, of religious aspects, and none of the Fund Manager or Placing Agent make any representation or warranty, express or implied, as to how this selection process might have a positive or negative impact on the value of the investment or with respect to the performance of such Shariah compliance strategy.

Applicants should not rely on the pronouncement of the Shariah Advisers on the compliance of the Fund and the investments with Shariah in deciding whether to become a Unitholder. Applicants should consult their own Shariah advisors as to whether the Fund and the investments are compliant with Shariah. By becoming a Unitholder, an Applicant is deemed to have represented that it is satisfied that the Fund will not contravene Shariah principles. Furthermore, each Unitholder shall be deemed to have represented that it has not relied on any representation by the Fund as to the Shariah compliance of the Fund or its investments, and has independently made (or will make) its own assessment that the Fund is Shariah compliant. Each Unitholder shall also be deemed to have waived any right to raise any objections or defenses on the basis that the Fund or any investments are not in compliance with the precepts and principles of Shariah.

Authentication of Securities and Nomineeship

There may be particular difficulties in establishing the authenticity of securities settled in the regions in which the Fund may invest.

Accordingly, although the Custodian (or its appropriate sub-custodians) on behalf of the Fund will endeavour to check that, on its face, any such instrument appears genuine, no responsibility can be taken for verifying the validity or authenticity of any security instrument.

The legislative framework in some GCC markets is only beginning to develop the concept of legal/formal ownership and of beneficial ownership or interest in securities. Consequently, the courts in such markets may consider that any nominee or custodian as registered holder of securities would have full ownership thereof and that a beneficial owner may have no rights whatsoever in respect thereof.

Dependence on the Fund Manager

The Fund is dependent on the diligence, skill and network of its Fund Manager and its senior management and business contacts. They, together with other investment professionals, will evaluate, negotiate, structure, realise, monitor and service the Funds investments. The performance of the Fund Manager cannot be guaranteed. Unitholders will not be entitled to contribute to the management of the Fund and will have no influence on the operations and decisions of the Fund. Therefore, the success of the Fund is substantially dependent upon the continued personal efforts of the individuals employed by the Fund Manager who will exclusively manage the Fund. It cannot be expected that all of the individual employees of the Fund Manager will continue to be available to the Fund throughout its term. The loss of any one, some or all of these key personnel or difficulties in attracting and retaining such personnel could materially adversely affect the Funds performance.

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Changes in Taxation

Any change in the Funds tax status, or in taxation legislation in any of the GCC countries, could affect the value of the investments and the Funds ability to achieve its Investment Objective or alter the post tax returns to Unitholders. Each Unitholder should carefully review and evaluate its own taxation position by consulting an independent professional adviser.

Exchange Controls

The Fund may from time to time purchase investments that will subject the Fund to exchange controls or withholding taxes in various jurisdictions. In the event that exchange controls or withholding taxes are imposed with respect to any of the Funds investments, the effect will generally reduce the income received by the Fund on its investments. Moreover, there is no guarantee that appropriate counterparties will be found for foreign exchange transactions or that suitable rates of exchange will be obtained.

Competitive Environment

The Fund Manager expects that a number of other entities will compete with it to make the types of investments that it plans to make. Competition for investment in Debt Securities may have the effect of increasing the price which the Fund will need to pay in order to make a desired investment. Furthermore, some competitors may be substantially larger and have greater financial, technical, transaction, execution and marketing capabilities than will be available to the Fund. Some competitors may have a lower cost of capital and access to funding sources that are not available to the Fund, which may give rise to competitive disadvantages for the Fund with respect to investment opportunities. Competitors may also have existing portfolio companies or other enterprises which, when combined with a potential investment, may give rise to synergistic benefits for that competitor, enabling it to pay a price higher than the Fund would be prepared to pay. A failure by the Fund to compete effectively with other entities operating in this environment may result in the loss of opportunities, which could have a material adverse effect on the Funds business, results of operations and/or financial condition.

Liquidity Risk

Securities issued by smaller companies and/or in emerging markets and/or frontier markets may be traded less frequently than those issued by larger companies or in developed markets; there is a greater risk that the Fund may have more difficulty valuing such investments and disposing of them in a timely manner at a reasonable price, and such investments may therefore have an adverse impact on the performance of the Fund.

FUND RISKS

Limited Track Record

The Fund and the Fund Manager are recently established entities with no track record. Therefore, the Fund is subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that the Fund will not achieve its Investment Objective and that the value of a Unitholders investment in the Fund could decline substantially. There can be no assurance that the Fund will be able to achieve any of the returns referred to in this document. Unitholders will be relying on the ability of the Fund Manager to identify, negotiate and structure the investments to be made by the Fund.

Regulatory Approvals and Permits

The failure to obtain or to continue to comply with all necessary approvals, licences or permits, includin