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TABLE OF CONTENTS
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SUMMARY 1
1. CONSTITUTION OF PAKISTAN STRATEGIC ALLOCATION FUND (PSAF) 3
1.1 OFFERING DOCUMENT
1.2 INTRODUCTION
1.3 DEFINITIONS
1.4 REGULATORY APPROVAL
1.5 CLEARANCE OF OFFERING DOCUMENT
1.6 FILING OF THE OFFERING DOCUMENT
1.7 LISTING ON STOCK EXCHANGES
2. INVESTMENT OBJECTIVES AND RESTRICTIONS 5

2.1 INVESTMENT OBJECTIVES
2.2 INVESTMENT POLICY
2.3 INVESTMENT RESTRICTIONS
2.4 EXCLUSION TO INVESTMENT RESTRICTIONS
2.5 DESCRIPTION OF THE RISKS INVOLVED
2.6 DISCLAIMER
3. OPERATORS AND PRINCIPALS 8

3.1 THE INVESTMENT ADVISER
3.2 THE TRUSTEE
3.3 FOREIGN PROMOTERS OF PSAF
3.4 AUDITORS OF PSAF
3.5 REGISTRAR OF PSAF
3.6 THE LEGAL ADVISERS OF PSAF
4. CHARACTERISTICS OF THE CERTIFICATES 17

4.1 MINIMUM AMOUNT OF APPLICATIONS
4.2 FICTITIOUS AND MULTIPLE APPLICATIONS
5. TYPES OF CERTIFICATES 18
5.1 ISSUE OF CERTIFICATES
5.2 OPENING AND CLOSING OF SUBSCRIPTION LIST
5.3 UNDERWRITING
5.4 INVESTOR ELIGIBILITY
5.5 BASIS OF ALLOTMENT OF CERTIFICATES
5.6 REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS
5.7 ISSUE AND DISPATCH OF CERTIFICATES
5.8 TRANSFER OF CERTIFICATES
5.9 PRINCIPAL PURPOSE FOR ISSUANCE OF CERTIFICATES
5.10 INTEREST OF CERTIFICATE HOLDERS
5.11 RIGHT CERTIFICATES
5.12 CONVERSION OF FUND INTO OPEN-END FUND
6. SAFEGUARD OF MONEY 27
7. DISTRIBUTION POLICY 28
7.1 DISTRIBUTION POLICY
7.2 FRACTIONAL CERTIFICATES/ LESS THAN MARKETABLE HOLDING
7.3 ELIGIBILITY FOR DIVIDEND
7.4 WITHHOLDING TAX ON DIVIDENDS
7.5 DEDUCTION OF ZAKAT
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8. FEES AND CHARGES 29
8.1 EXPENSES BORNE BY THE FUND
8.2 INVESTMENT ADVISER FEE
8.3 TRUSTEE FEE
8.4 EXPENSES OF THE INVESTMENT ADVISER AND THE TRUSTEE
8.5 FOREIGN CURRENCY TRANSLATION COSTS
8.6 PRELIMINARY AND FLOATATION EXPENSES
8.7 UNDERWRITING COMMISSION
8.8 COMMISSION TO THE BANKERS TO THE ISSUE
8.9 BROKERAGE
8.10 COSTS FROM OVERSEAS SUBSCRIPTION
9. DETAILS OF EXEMPTIONS, TAXES LEVIED ON PSAF 31

9.1 TAXATION ON THE INCOME OF THE FUND
9.2 TAXATION ON CERTIFICATE HOLDERS AND LIABILITY FOR ZAKAT
10. REPORTS AND ACCOUNTS 33

10.1 DATE OF PSAF FINANCIAL YEAR
10.2 REVENUE RECOGNITION
10.3 VALUATION OF PROPERTY METHOD
10.4 ACCOUNTING METHOD
10.5 FOREIGN CURRENCIES
11. REPORTS TO THE CERTIFICATE HOLDERS 35
12. WARNINGS 36
13. LIST OF DOCUMENTS AND WHERE THEY CAN BE INSPECTED 37
14. DATE OF PUBLICATION OF PROSPECTUS 37
15. INVESTMENT ADVISER RESPONSIBILITY FOR INFORMATION 37
16. PSAF NOT AUTHORIZED TO 37
17. TERMINATION OF CLOSED-END SCHEME 38

17.1 BY THE INVESTMENT ADVISER
17.2 BY THE SECURITIES AND EXCHANGE COMMISSION OF PAKISTAN
17.3 WINDING UP
18. APPLICATION AND ALLOTMENT INSTRUCTIONS 39
19. DEFINITIONS 42
20. SIGNATORIES TO THE OFFERING DOCUMENT 44

ANNEXURE A: LIST OF MATERIAL CONTRACTS
TRUST DEED
UNDERWRITING AGREEMENTS
PRE-IPO INVESTMENT AGREEMENTS
ANNEXURE B: FINANCIAL INFORMATION
ANNEXURE C: CDCíS TARIFF STRUCTURE FOR TRUSTEESHIP OF CLOSED-END SCHEME
SUMMARY
Name PAKISTAN STRATEGIC ALLOCATION FUND
Structure of Scheme Closed- end Scheme
Date of Publication 14 th August 2004
Date of Subscription 21 st August, 2004 to 24 th August, 2004 (both days inclusive)
Listed on Stock Exchanges Applied for listing Karachi, Lahore and Islamabad Stock Exchanges
Capital: No. of Certificates Face Value Total Amount (Rs.)
1) Pre-IPO 191,250,000 10.00 1,912,500,000
2) Made or Arranged by 33,750,000 10.00 337,500,000

Investment Adviser
3) Public Offer 75,000,000 10.00 750,000,000
Total Capital 300,000,000 10.00 3,000,000,000
Arif Habib Investment Management Limited (AHIM)

Investment Adviser 2/1, R.Y. 16, Old Queens Road, Karachi-74000
AHIM is licensed by the Securities and Exchange Commission of Pakistan to undertake
Investment Advisory services under the Non Banking Finance Companies
(Establishment and Regulation) Rules, 2003.
Central Depository Company of Pakistan Limited (CDC)

Trustee and Custodian
Stock Exchange Building, Stock Exchange Road, Karachi
Gangjees Registrar Services (Pvt.) Limited

Registrar and Balloting Agent
516, Clifton Centre, Clifton, Karachi
Arif Habib Securities Limited

Consultant to issue
Stock Exchange Building, Stock Exchange Road, Karachi
Taseer Hadi Khalid & Company

Auditor to the Fund
Sheikh Sultan Trust Building, Beaumont Road, Karachi.
Bawaney & Partners

Legal Adviser to the Fund
404, 4 th floor, Beaumont Plaza, 6-cl-10, Beaumont Road, Karachi.
Issue Price of Certificate Rs.10 per Certificate (par value)
Minimum Application 1,000 Certificates of Rs. 10/- each or Rs. 10,000
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1. Allied Bank of Pakistan Ltd.
12. Muslim Comm. Bank Ltd.
2. Bank Al- Falah Ltd.
13. National Bank of Pakistan
3. Bank Al-Habib Ltd.
14. PICIC Comm. Bank Ltd.
4. Bolan Bank Ltd.
15. Prime Comm. Bank Ltd.
5. Crescent Comm. Bank Ltd.
16. Saudi Pak Comm. Bank Ltd.
Local Bankers to the Issue 6. Faysal Bank Ltd.
17. Soneri Bank Ltd.
7. First Women Bank Ltd.
18. Standard Chartered Bank
8. Habib Bank A. G. Zurich
19. The Bank of Khyber Ltd.
9. Habib Bank Ltd.
20. The Bank of Punjab Ltd.
10. KASB Bank Ltd.
21. United Bank Ltd.
11. Metropolitan Bank Ltd.
22. .Habib Bank Ltd., Bahrain 24. Habib Bank Ltd., UAE
Overseas Bankers to the Issue
23. Habib Bank Ltd., Oman
Duration Perpetual
Place Karachi
Date of creation of scheme 26 th May, 2004
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1. CONSTITUTION OF PAKISTAN STRATEGIC ALLOCATION FUND (PSAF)
1.1 OFFERING DOCUMENT

This Offering Document sets out the arrangements covering the basic structure of the Pakistan Strategic Allocation Fund (the Fund
or PSAF). The provisions of the Trust Deed govern this Offering Document. It sets forth information about the Fund that a
prospective investor should know before investing in any Certificate of PSAF.
1.2 INTRODUCTION
The Fund has been established through a trust deed (Trust Deed) under the Trust Act, 1882, executed between Central Depository
Company Limited (CDC), Stock Exchange Building, Stock Exchange Road, Karachi, duly approved by Securities and Exchange
Commission of Pakistan (SECP) to act as the Trustee vide its letter No. NBFC-II/JD-(R)/AHIM -PSAF-444 dated 13 May 2004 and
Arif Habib Investment Management Limited (AHIM), 2/1, R.Y. 16, Old Queens Road, Karachi, which has been licensed to
undertake investment advisory services by SECP vide its letter No. SC/NBFC-II/421/2003 dated 21 August 2003 under the Non-
Banking Finance Companies (Establishment and Regulation) Rules, 2003, (the Rules).
If you have any doubt about the contents of this offering document, you should consult one or more from amongst your
investment advisers, legal advisers, bank managers, stockbrokers, or other financial advisers.
Investors must recognize that all investments involve varying levels of risk. PSAF invests in traded securities or contracts
covering debt, equity and money market transactions (such as COT contracts or inter-bank placements, etc.). Such
securities are subject to market fluctuations and risks inherent in all such investments. The prices of the Certificates in
PSAF are not assured. The level of dividends declared by the Fund cannot be assured. Investors are requested to read the
Risk Disclosure Statement contained in Section 2.5 and Warnings contained in Section 12 herein below.
1.3 DEFINITIONS
Unless the context require otherwise all words, terms or expressions used in this Offering Document shall have the meaning
assigned to them in Section 19 hereof.
1.4 REGULATORY A PPROVAL

SECP vide its letter No. NBFC-II/JD -(R)/AHIM-PSAF-445 dated 13 May 2004 has authorized the formation of a closed-end
scheme, Pakistan Strategic Allocation Fund (PSAF), under Rule 41 of the Non-Banking Finance Companies (Establishment and
Regulation) Rules, 2003, (the Rules). The SECP has approved this Offering Document, under Rule 48 of the Rules vide letter No.
NBFC – II / JD (R) / AHIM – PSAF / 663 dated 30 July 2004.
It must be clearly understood that in giving this approval, the SECP does not take any responsibility for the financial
soundness of PSAF nor for the accuracy of any statement made or any opinion expressed in this offering document.
1.5 C LEARANCE OF O FFERING D OCUMENT

The Offering Document has been cleared by the Karachi Stock Exchange (Guarantee) Limited (“KSE”), Lahore Stock Exchange
(Guarantee) Limited (“LSE”), Islamabad Stock Exchange (Guarantee) Limited (“ISE”), collectively referred to as the Stock
Exchanges, in accordance with the requirements under their respective Listing Regulations. While clearing the Offering Document,
the Stock Exchanges neither guarantee the correctness of the contents of the Offering Document nor the viability of the Scheme.
The Stock Exchanges have not evaluated the quality of the offer and their clearance of the offer should not be construed as
any commitment of the same. The public/ investors should conduct their own independent investigation and analysis
regarding the quality of the offer before subscribing.
1.6 FILING OF THE O FFERING D OCUMENT

The Investment Adviser has filed a copy of this Offering Document with the Registrar of Companies, CRO Karachi, signed by all
Directors of the Investment Adviser along with copies of the Documents below:
• Letter No. KA-ZA-126 dated 12 August, 2004 from the Auditors of PSAF, Taseer Hadi Khalid & Co., Chartered
Accountants, giving the subscription to the Certificates of PSAF by the Pre-IPO Investors and Investment Adviser.
• Consents of the Auditor, Legal Adviser, Bankers to the Issue, Consultant to the Issue, Trustee, Directors, Secretary and
Chief Executive of the Investment Adviser to their respective appointments and having been named and described as such
in this Offering Document.
• Letter No. KA-ZA-127 dated 12 August, 2004 from the Auditors of PSAF, Taseer Hadi Khalid & Co., Chartered
Accountants, consenting to the issue of report appearing in the Annexure to this Offering Document.
• Letter No. NBFC-45/AMC & IA/05/2003 dated 21 August, 2003 from SECP, licensing AHIM to undertake Asset
Management and Investment Advisory Services, under Non-Banking Finance Companies (Establishment and Regulation)
Rules 2003.
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• Letter No. NBFC-II/JD-(R)/AHIM-PSAF-444 dated 13 May, 2004 from SECP to AHIM, approving CDC to act as
Trustee of PSAF under Rule 43 & 44 of the Non-Banking Finance Companies (Establishment and Regulation) Rules
2003.
• Letter No. NBFC-II/JD-(R)/AHIM-PSAF-445 dated 13 May , 2004 from SECP to AHIM, authorizing for a closed- end
scheme named Pakistan Strategic Allocation Fund under Rule 41 of the Non-Banking Finance Companies (Establishment
and Regulation) Rules 2003.
• Letter No. NBFC – II / JD (R) / AHIM – PSAF / 663 dated 30 July, 2004 from SECP to AHIM, approving this Offering
Document under Rule 48 of the Non-Banking Finance Companies (Establishment and Regulation) Rules 2003.
• Letter No. NBFC-II/JD(R)/AHIM/638 dated 23 July , 2004 from SECP to AHIM, stating that as PSAF is neither
issuing/publishing offering document nor any other advertisement for soliciting investment in any foreign jurisdiction, the
approval of SECP is not required under section 62-A for making the offer available in foreign jurisdictions by appointing
overseas bankers to the issue.
• Letter No. INT/A-4281/GP-1(i)Equity-2004 dated 24 June, 2004 from the State Bank of Pakistan to Arif Habib Securities
Limited, stating that the State Bank has no objections to the Fund issuing certificates outside Pakistan.
• Letter No. KSE/GEN-5329 dated 15 July , 2003 from KSE to AHIM, clearing this Offering Document under the Listing
Regulations of the KSE.
• Letter dated 2 August, 2004 from LSE to AHIM, clearing this Offering Document under the Listing Regulations of the
LSE.
• Letter No. ISE-DCA/2004/3373 dated 20 July, 2004 from ISE to AHIM, clearing this Offering Document under the
Listing Regulations of the ISE.
• Material Contracts as given in Annexure A.
1.7 LISTING ON S TOCK EXCHANGES

Applications have been made to KSE, LSE and ISE for permission to deal in and for quotation of Certificates of PSAF.
In accordance with the “Regulations for Future Trading on Provisionally Listed Companies” of the KSE, LSE and ISE, the PSAF
shall stand listed provisionally for trading and for the quotation of its shares on those stock exchanges from the date of publication
of the Offering Document.
If for any reason, the applications for formal listing are not accepted by the Stock Exchanges, the Investment Adviser undertakes
that a notice to that effect will be immediately published in the press, and thereafter to refund application money to the applicants in
pursuance of this Offering Document, as required under the provisions of Section 72 of the Companies Ordinance, 1984.
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2. INVESTMENT OBJECTIVES AND RESTRICTIONS
2.1 INVESTMENT O BJECTIVES

PSAF is a value based asset allocation fund, the objective of which is to invest either in equity or fixed income securities depending
on the valuation of the equity market based on a detailed quantitative model. The Fund will invest increasingly in equity when the
model shows that equities are undervalued and decrease exposure to equities and invest in fixed income securities when the
quantitative model shows that equities are over valued. The quantitative model will value equities in the short, medium and long-
terms using objective inputs such as economic numbers, overall earnings, yields, etc. as well as estimated numbers such as
predicted earnings, inflation, etc. Following the model output will result in a disciplined investment strategy that will buy equities
when they are cheap and sell them when they are expensive. This disciplined approach will also help in stabilizing the equity
markets in Pakistan at levels that can be objectively supported and will work to deflate bubbles and support prices in severe bear
markets.
The Fund will be invested in the following asset classes:
1. Fixed Income including carryover market, bank deposits, treasury bills, inter- bank market, term finance certificates and
government bonds, etc.
2. Equities listed on the stock exchanges of Pakistan.
2.2 INVESTMENT POLICY

The investments may include traded securities or contracts covering debt, equity, money market transactions (such as COT
contracts and inter- bank placements, etc.) and deposits in the Pakistan Rupee. The investments may also be made in listed venture
capital companies, subject to the regulatory compliances.
The NBFC Rules, 2003 Rule 49(2) states that a closed-end fund having an investment policy of investment in equity securities shall
not enter into any transaction in any security other than a security, which is listed on a stock exchange or for the listing of which an
application has been made to a stock exchange; provided that the closed-end fund may invest up to twenty per cent of its total
investment portfolio in the unlisted government securities and secured debt securities having minimum investment grade rating. The
SECP has vide its letter NBFC-II/JD-(R)/AHIM -PSAF/382 dated 29 April 2004 relaxed this limit up to 50% for the Fund. The
Investment Adviser may seek the SECP’s approval for further relaxation in this limit.
2.2.1 Stock Market Investments

The primary criteria for investment in equity securities shall be high quality shares of listed companies (or the companies
that are in process of listing) that offer good value in terms of potential dividend yield or growth in the stock price.
However, the investment in shares shall be subject to individual company limits and sector limits prescribed by the Rules.
The fund may also invest in hybrid securities listed on an exchange.
2.2.2 Fixed Income Investments

The Fund may invest in the short-term in a mix of spread transactions, Carry over Transactions (COT), investment grade
debt securities; money market instruments; commercial paper; inter- bank market and short maturity reverse repo
transactions. In addition, it may invest for the long term in debt securities issued by federal, provincial, district
governments, government agencies and municipalities and in secured debt securities issued by corporate entities and
special purpose vehicles, whether listed or un -listed. Direct participation in the inter- bank market is subject to State Bank
of Pakistan approval.
2.2.3 Other Investments

The Fund may invest in other types of instruments after specific permission by the SECP. These other instruments will
be subject to the NBFC Rules, 2003 and other such ordinances and/or Rules and Regulations governing closed- end
schemes and the Fund’ s Investment Objectives as given in 2.1 above notwithstanding the investment restrictions as given
in 2.3 below.
2.3 INVESTMENT R ESTRICTIONS

PSAF will not at any time:
1. merge with, acquire or take over any other closed-end fund, unless it has obtained the prior approval of the SECP in
writing to the scheme of such merger, acquisition or take over;
2. pledge any of the securities held or beneficially owned by it, save in the normal course of business;
3. make a loan or advance of money to any person except in connection with the normal business of the Scheme, subject to
the limits specified under the Rules;
4. effect a short sale in any secur ity;
5. purchase any security in a forward contract;
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6. purchase any security on margin ;
7. participate in a joint account with others in any transaction;
8. apply any part of its assets to real estate, commodities or commodity contracts;
9. acquire any security of wh ich another closed-end fund is the issuer;
10. make an investment in a Company which has the effect of vesting the management, or control over the affairs, of such
company in the Scheme;
11. purchase or sell bearer securities or securities, which may result in assumption of unlimited or undetermined liability
(actual or contingent);
12. employ as a broker, directly or indirectly, any director, officer or employee of the Fund or its Investment Adviser or any
connected Person or member of family of such person and enter into transactions with any connected broker, which shall
equal or exceed ten per cent or more of the transactions of the Fund in any one accounting year of that Fund;
Provided that the SECP may, in each case on merits, permit the ten per cent to exceed if the connected broker offers
advantages to the Fund not available elsewhere;
Explanation: For the purposes of this clause the term “family” includes spouse, lineal ascendants and descendants and
brothers and sisters;
13. issue at any time, without the prior approval of the SECP in writing, a senior security which is either stock or represents
indebtedness;
14. apply for de - listing from Stock Exchange, unless it has obtained prior approval of the SECP in writing to the scheme of
de- listing;
15. invest in any security of a company if any director or officer of the Investment Adviser owns more than five per cent of
the total amount of securities issued, or, the directors and officers of the Investment Adviser own more than ten per cent
of those securities collectively; and
16. invest in any company or security, at any time, in excess of an amount equal to ten per cent of the Net Assets of the Fund
or an amount sufficient to acquire ten per cent of issued capital of the company or ten percent of that issue. The SECP
vide its letter NBFC-II/JD -(R)/AHIM-PSAF/382 dated 29 April 2004 has clarified that the above limit does not apply to
Government securities and that the Fund can invest more than 10% of its Net Assets in a particular Government security
or in Government securities in general.
17. invest more than twenty five per cent of the Net Asset Value of the Fund in securities of any one business sector as per
classification of the stock exchange in which such security is listed.
2.4 EXCLUSION TO I NVESTMENT R ESTRICTIONS
2.4.1 Specific Exclusions

The SECP has vide its letter NBFC-II/JD-(R)/AHIM-PSAF/382 dated 29 April 2004 approved certain exceptions to the
above restrictions. The Fund may:
(a) deposit securities for facilitation or guaranteeing settlement of its own trades and transactions in favour of an
exchange or clearing house or national clearing and settlement system on acquiring associate membership of the
concerned settlement system. The securities, however, shall not be pledged for any other reason with any other
person or entity;
(b) the fund may sell its securities in forward contract if the trustee of the fund confirms that securities of such
value are available in the portfolio of the fund;
2.4.2 Percentage Limits

In the event the weightage of shares exceed the limits laid down in the Offering Document or the Rules as a result of the
relative movement in the market prices of the Investments and corporate actions including bonus shares and subscription
to right shares, the Investment Adviser shall make its best endeavors to bring the exposure within the prescribed limits
within three (3) months of the event. But in any case the Investment Adviser shall not invest further in such shares or
sectors while the deviation exists. However, this restriction on purchase shall not apply to any offer of right shares or any
such other offering, if the Investment Adviser is satisfied that accepting such offer is in the interest of the Fund.
2.5 D ESCRIPTION OF THE R ISKS INVOLVED
2.5.1 Risk Disclosure and Disclaimer

The Fund invests in a portfolio of shares of listed companies, money market investments such as spread transactions,
carry over transactions, short maturity reverse repurchase transactions, investment grade debt securities and unlisted
government debt. Investments in shares of companies carry a risk that is considered higher than that in debt securities.
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Other investments are subject t o varying degrees of risk. The risk emanates from various factors that include, but are not
limited to:
• Change in business cycles affecting the business of the company in which the investment is made.
• Change in business circumstances of the company, its business sector, industry and /or the economy
in general.
• Mismanagement of the investee company, third party liability whether through class action or
otherwise or occurrence of other events such as strikes, fraud etc., in the company in which the
investment was made.
• Senior rights of creditors over shareholders of the investee company in the event of winding up.
• Volatility in shares prices resulting from their dependence on market sentiment, speculative activity,
supply and demand for the shares and the liquidity in the market.
• The possibility of defaults by participants or failure of stock exchanges, the depositories, the
settlement or clearing system.
• The inability of the issuer of the instrument, the relevant financial institution or the counter party in
the case of reverse repurchase or other arrangements to fulfill their obligations.
• Increase in lending rates as a result of a change in the supply and demand of liquidity in the market or
on account of an increase of the underlying inflation rate.
• Break down of law and order, war, natural disasters, etc.
• Any governmental actions, legislative changes or court orders restraining payment of principal or
income.
• Changes in exchange rates
2.5.2 Investment in this Fund is suitable for investors who have the ability to take the risks associated with financial
market investments. Capital invested in the financial markets could in extreme circumstances lose substantial
value. The historical performance of this Fund, the financial markets or that of any one security or transaction
included in the Fund's portfolio does not necessarily indicate future performance.
2.5.3 Prices of Certificates and income from them may go down as well as up.
2.5.4 The Certificates will be traded on stock exchanges. The price of the Certificates quoted in stock exchanges might
be well below the NAV of the Certificates.
2.6 DISCLAIMER
The Certificates of the Fund are not bank deposits and are neither issued by, insured by, obligations of, nor otherwise
supported by the SECP, the Stock Exchanges, any Government agency, the Trustee, the Investment Adviser, any of the
sponsor, shareholders or employee of the Investor Adviser or any other bank or financial institution (except to the extent
specifically stated in this document and the Trust Deed).
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3. OPERATORS AND PRINCIPALS
3.1 THE I NVESTMENT ADVISER

Arif Habib Investment Management Limited (AHIM), a public limited unlisted Company incorporated in Pakistan with
a paid up capital of Rs. 40.00 million, is the Investment Adviser of PSAF. It has been licensed by SECP to undertake
investment advisory services and asset management services under the Rules and registered as an Investment Adviser and
Asset Manager under the Rules. As of 30 June 2003 the equity of the Company was Rs. 44.20 million.
3.1.1 Funds Managed by AHIM
3.1.1.1 Pakistan Stock Market Fund

Date of launching: 12 March 2002
Nature of Fund: Equities Fund
Net Asset Value on 30 June 2004: Rs. 1,051 million
Par value of unit: Rs. 50.00
N.A.V. per unit on 30 June 2004: Rs. 111.99
Nature of Fund: Open end
Distribution 30 June 2004 60% per unit
3.1.1.2 Pakistan Income Fund

Nature of Fund: Money Market Fund
Net Asset Value on 30 June 2004: Rs. 3,400 million
Par value of unit: Rs. 50.00
N.A.V. per unit on 30 June 2004: Rs. 54.53
Distribution 30 June 2004: 9% per unit
3.1.1.3 Metro- Bank Pakistan Sovereign Fund

Nature of Fund: Govt. Bonds Fund
Net Asset Value on 30 June 2004: Rs. 469 million
Distribution 30 June 2004: Nil
3.1.1.4 Pakistan Premier Fund Limited (formerly KASB Premier Fund Limited)
Date of Acquisition: 27 December 2002
Nature of Fund: Equities Fund
Net Asset Value on 30 June 2004: Rs. 1,221.92 million
Par value of Share: Rs. 10.00
Paid up capital on 30 June 2004: Rs. 675.00 million
N.AV. per share on 30 June 2004: Rs. 18.10 per share
Nature of Fund: Closed end
Distribution 30 June 2004: 25.0% Bonus;
12.5% Cash (interim 2004)
15.0% Cash (interim 2005)
3.1.1.5 Pakistan Capital Market Fund

Date of launching: January 2004
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Nature of Fund: Asset Allocation
Net Asset Value on Start: Rs. 1,500 million
Net Asset Value on 30 June 2004: Rs. 1,502.6 million (ex dividend)
Par value of Share: Rs. 10
N.A.V. per share on 30 June 2004: Rs. 10.02 per share (ex dividend)
Nature of Fund: Closed end
Distribution 30 June 2004: 8.25% Cash
3.1.2 The Principal Shareholder of AHIM

Arif Habib Securities Limited (AHSL) is the principal shareholder with 40% equity ownership.
AHSL is a member of all the three stock exchanges of Pakistan. AHSL is a listed company and trades
on all three exchanges of Pakistan.
3.1.3 Board of Directors of AHIM
Name Position Other Directorships Occupation Address

th
Mr. Arif Habib Chairman 1. Arif Habib Securities Investment 86/2, 10 Street, Khayaban-
Limited, Management and e- Sehar, Defence Housing
2. Century Insurance Limited, Brokerage Authority, Karachi
3. Pakistan Premier Fund
Limited
Mr. John Kirkham Vice- 1. The Investors Partnership Investment 28 The Charter Road,
Chairman Consultancy Limited (UK), Management Woodford Green, Essex, IG8
2. World Era Ltd (HK) 9QU, UK
Mr. Nasim Beg Chief 1. Haroon Oils Limited, Investment F 61/6, Block 4, Clifton,
Executive 2. First International Management Karachi
Investment Bank Limited,
3. Wazir Ali Industries
Limited,
4. Pakistan Premier Fund
Limited
Mr. Asadullah Director 1. Packages Limited, Investment 81/2, Phase VI, Khayaban-e-
Khawaja 2. Soneri Bank Limited, Banking and Fund Bahria, Defence Housing
Management Authority, Karachi
3. PICIC Commercial Bank
Limited.
Mr. Sirajuddin Director 1. Arif Habib Securities Investment D-43 Block 9, KDA Scheme
Cassim Limited Management No.5, Kehkashan, Clifton,
2. Sigma Leasing Corporation Karachi
Limited
Mr. Muhammad Director 1. Arif Habib Securities Securities JM 4/775 Mustafa Garden,
Yousuf Limited Brokerage Jamshed Road, Karachi
Mr. Samad A. Habib Director 1. Arif Habib Securities Investment 86/2,10th Street, Khayaban-
Limited, Management e- Sehar, Defence Housing
2. Pakistan Premier Fund Authority, Karachi
Limited
3.1.4 Financial Summary of Listed Companies Having Common Directors

3.1.4.1 Arif Habib Securities Limited
Rupees in million
2003 2002 2001 2000 1999
Profit before tax 767.32 265.40 140.87 230.69 54.65
Profit after tax 751.92 253.59 132.56 228.47 53.08
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Paid up Capital 60.00 50.00 50.00 50.00 50.00
Shareholders’ Equity 1,415.16 723.24 494.65 387.09 163.63
Total Assets 2,178.95 803.20 1,091.12 501.06 268.94
Earning per share (Rs.) 125.32 50.72 26.51 45.69 10.62
Cash dividend (%) 100.00% 50.00% 50.00% 10.00% 3.00%
Bonus (%) 33.33% 20.00% - - -
3.1.4.2 Century Insurance

Rupees in million
2003 2002 2001 2000 1999
Profit after tax 22.25 38.68 25.49 20.60 15.29
Paid up Capital 109.08 90.90 75.75 63.13 51.53
Shareholders’ Equity 158.14 144.98 113.87 94.69 80.41
Cash dividend (%) 10.00% 10.00% 10.00% 10.00% 17.50%
Bonus (%) 15.00% 20.00% 20.00% 20.00% 22.50%
3.1.4.3 Pakistan Premier Fund Limited (Formerly KASB Premier Fund Limited)
Rupees in million
2004 2003 2002 2001 2000
Profit after tax 445.99 336.61 20.41 18.58 66.74
Net Assets 1,221.92 650.93 378.51 327.92 309.34
NAV per share (Rs.) 18.10 16.27 9.45 8.19 7.73
Cash dividend (%) 12.50% - 5.00% 3.50% -
Bonus (%) 25.00% 12.50% - - -
3.1.4.4 Haroon Oils Limited

Rupees in million
2003 2002 2001 2000 1999
Profit before tax 3.44 (5.55) 4.91 (10.02) 0.83
Profit after tax 1.85 (7.52) 2.52 (13.65) (0.53)
Paid up Capital 8.00 8.00 8.00 8.00 8.00
Earning per share (Rs.) 2.31 (9.40) 3.14 17.06 (0.66)
Cash dividend (%) 13.00% - 15.00% - 15.00%
Bonus (%) - - - - -
3.1.4.5 First International Investment Bank Limited

Rupees in million
2003 2002 2001 2000 1999
Profit after tax 44.85 43.12 45.94 26.20 6.91
Paid up Capital 230.00 200.00 200.00 180.00 180.00
- 10 -
Cash dividend (%) - 15.00% 10.00% -
Bonus (%) 15.00% 15.00% - 11.11%
3.1.4.6 Wazir Ali Industries Limited

Rupees in million
2003 2002 2001 2000 1999
Profit before tax (25.68) 10.60 (20.83) 15.63 (16.87)
Profit after tax (26.54) 2.31 (29.97) 7.36 (21.71)
Paid up Capital 76.06 76.06 76.06 51.98 51.98
Total Assets 301.27 311.55 281.24 299.22 278.29
Cash dividend (%) - - - - -
Bonus (%) - - - - -
3.1.4.7 Packages Limited

Rupees in million
2003 2002 2001 2000 1999
Profit before tax 1,036.91 797.23 514.44 551.22 512.39
Profit after tax 813.51 655.37 424.88 428.70 384.15
Paid up Capital 475.37 475.37 475.37 411.58 411.58
Shareholders’ Equity 3229.00 2,819.21 2,496.60 2,182.94 1,927.10
Cash dividend (%) 85.00% 70.00% 45.00% 42.00% 37.34%
Bonus (%) - - - 10.00% -
3.1.4.8 Soneri Bank Limited

Rupees in million
2003 2002 2001 2000 1999
Profit after tax 438.71 350.38 270.41 164.39 132.82
Paid up Capital 1,017.58 1,017.54 782.72 626.18 500.94
Shareholders’ Equity 2,603.85 2,293.07 1,549.35 1,248.58 1,102.91
Total Assets 36,966.13 27,997.91 20,540.68 20,114.58 17,730.32
Cash dividend (%) - 10.00% - - -
Bonus (%) 25.00% - 30.00% 25.00% 25.00%
3.1.4.9 PICIC Commercial Bank Limited

Rupees in million
2003 2002 2001 2000 1999
Profit after tax 621.41 319.25 111.56 57.60 90.65
Paid up Capital 1,072.50 825.0 500.0 500.0 500.0
- 11 -
2003 2002 2001 2000 1999
Shareholders’ Equity 2,219.27 2,301.95 949.09 666.15 635.28
Total Assets 40,134.00 27,982.00 13,464.00 8,718.00 9,411.00
Cash dividend (%) 15.00% - - - -
Bonus (%) 30.00% - - 25.00% -
3.1.4.10 Sigma Leasing Corporation Limited

Rupees in million
2003 2002 2001 2000 1999
Profit after tax 26.77 20.23 11.01 24.27 19.82
Paid up Capital 200.00 150.00 100.00 100.00 100.00
Total Assets 636.24 511.68 401.50 331.66 241.48
Cash dividend (%) 3.50% 8.50% 3.50% 20.00% 20.00%
Bonus (%) - - - - -
3.1.5 Particulars of the Directors
3.1.5.1 Mr. Arif Habib, Chairman

Mr. Arif Habib is the Chairman and Chief Executive of Arif Habib Securities Limited, a
listed corporate brokerage house. He is currently an elected Director and the Chairman of
the Karachi Stock Exchange and was elected Chairman/President of the Exchange on five
other occasions. Mr. Habib has been actively involved in reforming of the capital markets in
Pakistan. Mr. Habib has a bachelor’s degree in commerce and has been in the stock
brokerage business since 1971.
3.1.5.2 Mr. John Kirkham, Vice- Chairman

Mr. John Kirkham is a fund management professional with proven ability to build
investment and fund management business. Mr. Kirkham has built a number of companies
from inception. He has been in the financial services industry since 1970 of which a
substantial portion has been in the asset management sector, both in the developed, as well
as the emerging markets.
3.1.5.3 Mr. Nasim Beg, Chief Executive

Mr. Nasim Beg is the founder Chief Executive of Arif Habib Investment Management
Limited. He qualified as a Chartered Accountant in 1970 and has over the years worked in
the financial sector as well as industry. His experience in the financial sector consists of
both the Pakistan domestic market as well as the international markets.
3.1.5.4 Mr. Asadullah Khawaja, Director

Mr. Asadullah Khawaja is a former Managing Director of ICP. With 34 years at ICP he is
one of the most experienced persons in Pakistan’s mutual fund business. He has represented
ICP on the Boards of several listed companies including as Chairman of Pakistan Industrial
Credit & Investment Company (PICIC). Mr. Asadullah Khawaja, a graduate in Economics
has attended several investment and finance courses at some of the best institutions and
universities internationally. He is the Resident Director of PACRA in Karachi, a leading
credit rating agency.
3.1.5.5 Mr. Sirajuddin Cassim, Director

Mr. Sirajuddin Cassim is a fellow member of Institute of Chartered Accountants of
Pakistan. He started his career as partner in the then Daudally Siraj & Company, Chartered
Accountants and since 1985 is engaged in financial and investment advisory and corporate
- 12 -
consultancy services. He has been a member of Karachi Stock Exchange (KSE) since July
1976 and is currently the nominee Director of Sirajuddin Cassim (Pvt.) Ltd. a corporate
member of the KSE since June 2001. He has served on the board of Directors of the KSE
in the year 1990 and 1991 and was also elected as Vice President of KSE in 1993 and as
President in 1995. He also served as chairman of CDC in 1995. He also served as member
of the Taxation and Fiscal and Banking and Fiscal sub- committees of the Karachi Chamber
of Commerce and Industries.
3.1.5.6 Mr. Mohammad Yousuf, Director

Mr. Muhammad Yousuf heads the securities market division at Arif Habib Securities
Limited. He has been in the securities market since 1969.
3.1.5.7 Mr. Samad A. Habib, Director

Mr. Samad Habib is an executive director of AHSL. He holds Masters degree in Business
Administration.
3.1.6 Company Secretary

Syed Ajaz Ahmed, ACMA, LLB, B.Com. Having graduated in 1969, he has acquired work
experience in the financial services industry as well as in industrial undertakings. He is the CEO of
Pakistan Premier Fund of which Arif Habib Investments is the investment adviser.
3.1.7 Power of Directors of Investment Adviser:

The business of the Investment Adviser shall be managed by the Directors, who may pay all expenses
incurred in promoting and registering the company, and may exercise all such powers of the company
as are not, by the Ordinance or any statutory modification thereof for the time being in force or by
these Articles or by a Special Resolution, required to be exercised by the company in General
Meeting, subject nevertheless to any regulation of these Articles, to the provisions of the Ordinance,
and to such regulations being not inconsistent with the aforesaid regulations or provisions, as may be
prescribed by the company in General Meeting; but no regulation made by the company in General
Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation
had not been made.
3.1.8 Remuneration of Directors of Investment Adviser:

The remuneration of a Director for attending meetings of the Board or any Committee of the Bo ard
shall from time to time be determined by the Directors provided that neither the Chief Executive nor
any other Director in whole time remunerated service with the Company shall be entitled to any
payment for attending meetings of the Board. A Director may also be paid all traveling, hotel and
other expenses properly incurred by him in attending and returning from meetings of the Directors or
any committee of Directors or General Meeting of the Company or in connection with the business of
the Company.
3.1.9 Interest of Directors of Investment Adviser in Promotion of the Fund:

The interest of the Directors of the Investment Adviser in promotion of the Fund shall be to the extent
of management fee earned by the Investment Adviser except for the following:
• The Directors in common with Arif Habib Securities Limited (AHSL), namely Mr. Arif
Habib, Mr. Sirajuddin Cassim, Mr. Muhammad Yousuf and Mr. Samad Habib, would be
interested to the extent of the brokerage fee to be earned by AHSL which would be limited
to 10% of the total business of the fund.
• The Directors in common with AHSL, namely Mr. Arif Habib, Mr. Sirajuddin Cassim, Mr.
Muhammad Yousuf and Mr. Samad Habib, would be interested to the extent of the advisory
fee to be earned by AHSL. However, AHSL being an associated concern has waived the
advisory fee to act as consultant to issue of the IPO of this Fund and will charge only Rs. 1/-
plus expenses.
• The Director in common with PICIC Commercial Bank Limited and Soneri Bank Limited,
namely Mr. Asadullah Khawaja, would be interested to the extent of the Bankers to the
Issue fee earned by these banks.
3.1.10 Interest of Directors of Investment Adviser in Property Acquired for the Fund
No property has been acquired for the Fund
- 13 -
3.1.11 Election/ Appointment of Directors of the Investment Adviser:
The Directors shall, unless the number of persons who offer themselves for election is not more than
the number of directors fixed under Article 59, be elected by the Members of the company in General
Meet ing in the following manner namely:
1. every Member present in person or by proxy shall have such number of votes as is equal to
the product of the number of voting shares or securities held by him and the number of
directors to be elected;
2. the number of votes calculated in accordance with the preceding clause (a) may be given to
a single candidate or may be divided between any two or more candidates in such manner
as the person voting may choose; and
3. the candidate who gets the highest number of votes shall be declared elected as Director and
then the candidate who gets the next highest number of votes shall be so declared and so on
until the total number of directors to be elected have been so elected.
4. Notwithstanding that the number of persons offering themselves for election as directors is
not more than the number of directors fixed under Article 59 the number of votes cast in
favour of each candidate and the name of the member casting such vote shall be recorded in
the minutes of the meeting.
3.1.12 Benefit to Promoters & Officers of the Fund During Last Two Years
None as it is a new Fund.
3.1.13 Borrowing Powers of the Investment Adviser:

The Directors may exercise all the powers of the Investment Adviser to raise money and to mortgage
or charge its undertaking or property or any part thereof and to issue debentures or redeemable capital
and other securities whether outright or as security for any obligation or liability or debt of the
company or of any third party.
In exercising the powers of the company aforesaid the Directors may, from time to time and on such
terms and conditions as they think fit, raise money from banks and financial institutions and from
other persons under any permitted system of financing, whether providing for payment of mark-up or
some other form of return, and in particular the Directors may raise money on the basis of mark- up
price, musharika, morabaha, modaraba, sale and lease back or any other permitted mode of financing,
and without prejudice to the generality of the foregoing the Directors may exercise all or any of the
powers of the company arising under Section 196 of the Ordinance.
Subject to the provisions of Article 70(1), in regard to the issue of securities, the Directors may
exercise all or any of the powers of the company arising under Sections 87, 120 and 196 of the
Ordinance and in particular the Directors may issue any security as defined in Section 2(1) (34) of the
Ordinance or may issue any instrument or certificate representing redeemable capital as defined in
Section 2(1) (30A) of the Ordinance or participatory redeemable capital as defined in Section 2(1)
(25) of the Ordinance.
3.1.14 Break-up Value per Share of the Investment Adviser

Rs. 13.42 as at 30 June 2003
3.1.15 Over-due Loans of the Investment Adviser

None
3.1.16 Legal Proceedings Against the Investment Adviser

None
3.1.17 Professional and Independent Management

AHIM manages the funds strictly on professional basis. Investment Committees, consisting of
experienced professionals, make the investment deci sions. The Investment Committees have the
support of in-house research teams carrying out continuous research and analysis. The Company hires
and retains professionals who have a high standing in the market. The staff members are strictly
prohibited from trading of shares in their own account.
- 14 -
3.1.18 Duties and Responsibilities
The responsibilities of the Investment Adviser are to invest and manage the assets of PSAF according
to the provisions of the Deed and the Rules, in good faith, to the best of its ability and without gaining
any undue advantage for itself or any Connected Persons or its officers.
The Investment Adviser shall maintain proper accounts and records of PSAF to enable a complete
view of assets and liabilities, income and expenditure and amounts received in respect of subscription
of Certificates and paid out on purchase of investments and by way of distribution.
The Investment Adviser follows the code of Corporate Governance for listed companies. The
Investment Adviser shall prepare and transmit to Certificate Holders and SECP the annual report
together with balance sheet and income and expenditure account and trustee and auditors report.
The Investment Adviser shall also prepare and transmit to Certificate Holders and SECP the balance
sheet and income and expenditure account in respect of first half of the year duly verified by the
auditors with limited scope of audit. The Investment Adviser shall also prepare and transmit to
Certificate Holders and SECP the balance sheet and income and expenditure account in respect of
first and third quarter of the year. In the unlikely event of its occurrence, the Investment Adviser shall
account to Trustee for any loss in value of the assets of PSAF caused by its negligence, reckless or
wilful act or omission.
The Investment Adviser shall be responsible for all acts and omissions of all persons or agents to
whom it may delegate the performance of its functions as an Investment Adviser as if they were its
own acts or omissions. The Investment Adviser shall not be under any liability except such liability as
may be expressly assumed under the Rules and the Deed nor shall the Investment Adviser (save as
otherwise provided) be liable for any act or omission of the Trustee nor for anything except its own
negligence or willful breach of duty.
3.2 THE TRUSTEE
3.2.1 The Central Depository Company of Pakistan Limited

Central Depository Company of Pakistan Limited (CDC) was incorporated in 1993. It was formed
inter alia, for facilitating efficient, risk free and cost effective settlement of securities transactions in
accordance with the international standards to cope up with the ever-rising volume of trading in
securities at the Stock Exchanges in Pakistan. Given CDC’s significance, the legislature enacted a
special law, known as Central Depositories Act, 1997 and the Government has also approved the
rules and regulations relating to the operational aspects of the Central Depository System. The Non-
Banking Finance Companies (Establishment and Regulation) Rules, 2003 allow a Central Depository
Company to act as the Trustee of close- end schemes set up under the Rules. SECP has approved
appointment of CDC as trustee of PSAF vide its letter No. NBFC-II/JD -(R)/AHIM-PSAF-444 dated
13 May 2004.
3.2.2 Shareholders
The sponsors and shareholders of CDC, include the Karachi Stock Exchange, the Lahore Stock
Exchange, the Islamabad Stock Exchange, International Finance Corporation (IFC), Citibank
Overseas Investment Corporation, National Investment Trust Limited (NIT), Investment Corporation
of Pakistan (ICP), Pakistan Industrial Credit & Investment Corporation Limited (PICIC), Muslim
Commercial Bank Limited and Habib Bank Limited.
3.2.3 Professional and Independent Management

CDC is run purely on professional management basis and most of the Directors on Board of CDC
represent their respective investor institutions, without any personal stake in the Company. The Chief
Executive is a highly qualified professional without any affiliation in any investor institution.
3.2.4 Electronic Book Entry System

CDC’s electronic book-entry system to record and transfer securities, the Central Depository System
(CDS), has been developed by an IBM led consortium.
3.2.5 Trustee Division

CDC has set up a separate Trustee Division with a senior professional responsible for its day-to-day
functions. The Trustee Division has the benefit of CDC’s existing structure, as well as that under
development for handling the National Clearing and Settlements System
- 15 -
3.2.6 CDC’s Mission & Vision
The mission of CDC is to offer a wide range of services that will support the capital markets so as to
contribute to the country’s ability to support and develop the Pakistani Capital Market as the hub of
financial activities in the region. CDC’s goals are to eliminate paper based settlement, to diversify its
services, and to become a leading institution of the region.
3.2.7 Basic Role of the Trustee

The Trustee shall:
1. take into its custody or under its control all the property of the Fund including cash and hold
it in trust for the Certificate Holders in accordance with the law, the Rule and the provision
of the Constitutive Document and get the cash and register able assets registered in the
name of, or to the order of, the trustee;
2. be liable for any act or omission of any agent with whom any investments are deposited as
if they were the act or omission of any nominee in relation to any investment forming part
of the property of the Fund;
3. ensure that the issue, and transfer of Certificates affected by the Fund are carried out in
accordance with the provisions of the Constitutive Document;
4. carry out the instructions of Investment Adviser in respect of Investments unless they are in
conflict with the provisions of the Offering Documents (prospectus) or Constitutive
Document;
5. ensure that the investment limits set out in the Rules and Constitutive Document and the
conditions under which the Fund has been authorized are complied with; and
6. issue a report to be included in the annual report to be sent to Certificate Holders whether,
in his opinion, the Investment Adviser has in all material respects managed the Fund in
accordance with the provisions of the Constitutive Document, if the Investment Adviser has
not done so, the respects in which it has not done so and the steps which the trustee has
taken in respect thereof.
3.3 FOREIGN PR OMOTERS OF PSAF

None
3.4 AUDITORS OF PSAF

Taseer Hadi Khalid & Company, Chartered Accountants
Sheikh Sultan Trust Building, Beaumont Road, Karachi.
3.5 REGISTRAR OF PSAF

Gangjees Registrar Services (Pvt.) Limited
516, Clifton Centre, Clifton Karachi
3.6 THE L EGAL ADVISERS OF PSAF

Bawaney & Partners
404, 4th floor, Beaumont Plaza, 6-cl-10, Beaumont Road, Karachi.
- 16 -
4. CHARACTERISTICS OF THE CERTIFICATES
4.1 MINIMUM A MOUNT OF A PPLICATIONS

Application for subscription in the Fund must be made for 1,000 or 2,500 or 5,000 or 10,000 or in the multiples of 10,000
Certificates only, as categorized in clause 5.5.3 below. Application for Certificates below the value of Rs. 10,000 shall not be
entertained. An applicant will be entitled to apply in one category of application only.
4.2 FICTITIOUS AND M ULTIPLE A PPLICATIONS

Fictitious and more than one applications are prohibited and such applicants money shall be liable to
confiscation under section 18-A of the Securities and Exchange Ordinance, 1969.
- 17 -
5. TYPES OF CERTIFICATES:
5.1 ISSUE OF C ERTIFICATES
Number of Face/Par Value Total Value (Rupees) %age of Total

Certificates (Rs.)
Fully paid in cash by investors arranged

by AHIM for a minimum period of two 33,750,000 10 337,500,000 11.25%
years
Fully paid in cash by pre-IPO investors
(excluding that with a holding period of 191,250,000 10 1,912,500,000 63.75%
2 years)
Present Offer:
to the General Public 56,250,000 10 562,500,000 18.75%
to Non-resident Pakistanis 15,000,000 10 150,000,000 5.00%
to Employees of Arif Habib
3,750,000 10 37,500,000 1.25%
Group Companie s
Total Present Offer 75,000,000 10 750,000,000 25.00%
Total issue 300,000,000 10 3,000,000,000 100.00%
5.1.1 Investment Made or Arranged by AHIM

Rule 33 (b) of The Non-Banking Finance Companies (Establishment and Regulation) Rules, 2003 states that the Investment
Adviser shall hold or beneficially own equity securities of closed-end scheme of an amount which is neither less than 10% (ten
percent), nor more than 20% (twenty percent) of the paid-up value of the Certificates at any given time. Except that where the
Investment adviser is a manager of more than one closed-end fund (AHIM manages the Pakistan Capital Market Fund and the
Pakistan Premier Fund Limited), the Investment Adviser can arrange the investment of the required amount for a minimum period
of two (2) years rather than directly investing the above amount. In compliance with this rule AHIM has arranged that all Pre-IPO
investors will hold at least 15% of their investment for a minimum period of two years and thus the total investment arranged by
AHIM comes to Rs. 337.5 million (11.25% of total certificates) to be held for at least two years. Pre-IPO investor shall not sell,
transfer, pledge or otherwise give these Certificates as security against any loan for the perio d. However, the remaining 85% of the
Certificates are not so restricted and pre-IPO investors can sell, transfer or pledge these Certificates at any time.
5.1.2 List of Investors to whom Certificates were Allocated through Pre-IPO
Companies # of Certificates Amount %
Banks and DFIs
1 The Bank of Punjab 15,000,000 150,000,000 5.00
2 Bank Al Habib Limited 12,500,000 125,000,000 4.17
3 Bolan Bank Limited 10,000,000 100,000,000 3.33
4 Habib Bank Limited 7,500,000 75,000,000 2.50
5 Saudi Pak Ind. & Agric. Inv. Co. (Pvt.) Ltd. 5,000,000 50,000,000 1.67
6 Askari Commercial Bank Limited 5,000,000 50,000,000 1.67
7 Metropolitan Bank Limited 5,000,000 50,000,000 1.67
8 Pakistan Industrial Credit & Inv. Corp. 5,000,000 50,000,000 1.67
9 PICIC Commercial Bank Limited 4,000,000 40,000,000 1.33
- 18 -
10 The Bank of Khyber 3,000,000 30,000,000 1.00
11 Bank Al Falah Limited 2,500,000 25,000,000 0.83
12 Dawood Bank Limited 2,500,000 25,000,000 0.83
13 National Bank of Pakistan Limited 2,500,000 25,000,000 0.83
14 Prime Commercial Bank Ltd. 2,500,000 25,000,000 0.83
15 Saudi Pak Commercial Bank Limited 2,500,000 25,000,000 0.83
16 Soneri Bank Limited 2,500,000 25,000,000 0.83
17 Union Bank Limited 2,500,000 25,000,000 0.83
18 Pak Oman Investment Co. (Pvt.) Ltd. 1,500,000 15,000,000 0.50
19 First Women Bank Limited 1,000,000 10,000,000 0.33
20 Pak Kuwait Investment Company Ltd. 1,000,000 10,000,000 0.33
21 United Bank Limited 1,000,000 10,000,000 0.33
22 Faysal Bank Limited 200,000 2,000,000 0.07
23 Allied Bank Limited 94,200,000 942,000,000 31.40
Other Financial Institutions
24 Security Leasing Corporation Limited 3,000,000 30,000,000 1.00
25 Atlas Investment Bank Limited 2,500,000 25,000,000 0.83
26 Orix Leasing Limited 2,500,000 25,000,000 0.83
27 Escorts Investment Bank Limited 2,000,000 20,000,000 0.67
28 NBP Capital Limited 2,000,000 20,000,000 0.67
29 Dawood Investment Bank Limited 1,500,000 15,000,000 0.50
30 First Standard Investment Bank Limited 1,000,000 10,000,000 0.33
31 New Jubilee Insurance Company Limited 1,000,000 10,000,000 0.33
32 New Jubilee Life Insurance Limited 1,000,000 10,000,000 0.33
33 Orix Investment Bank Pakistan Limited 1,000,000 10,000,000 0.33
34 Saudi Pak Leasing Co. Ltd. 1,000,000 10,000,000 0.33
35 Shirazi Investments (Pvt.) Limited 1,000,000 10,000,000 0.33
36 First National Bank Modaraba 500,000 5,000,000 0.17
37 Shaheen Insurance Co. Ltd. 500,000 5,000,000 0.17
38 Adamjee Insurance Company Limited 400,000 4,000,000 0.13
39 Century Insurance Company Limited 300,000 3,000,000 0.10
40 B.R.R. International Mordaraba 250,000 2,500,000 0.08
41 Guardian Leasing Modaraba 250,000 2,500,000 0.08
42 Int. General Insurance Co. of Pak. Ltd. 250,000 2,500,000 0.08
43 Pak Venture Capital Limited 250,000 2,500,000 0.08
- 19 -
Sub- Total Other Financial Institutions 22,200,000 222,000,000 7.40
International Investors
44 Mr. Suleiman Ahmed Al Hoqani 10,000,000 100,000,000 3.33
45 First National Company of Oman 5,000,000 50,000,000 1.67
46 Arab Emirate Investment Bank 2,500,000 25,000,000 0.83
47 Mr. Mohammad Rashid Ashraf & Family 2,000,000 20,000,000 0.67
48 Magenta International Ltd. 1,300,000 13,000,000 0.43
Sub- Total International Investors 20,800,000 208,000,000 6.93
Members of Stock Exchanges
49 Javed Omer Vohra & Company Ltd. 17,950,000 179,500,000 5.98
50 Motiwala Securities (Pvt) Ltd. 10,000,000 100,000,000 3.33
51 Noman Abid & Company Ltd. 3,000,000 30,000,000 1.00
52 Salim Chamdia Securities (Pvt) Ltd. 2,000,000 20,000,000 0.67
53 DJM Securities (Pvt) Ltd. 1,000,000 10,000,000 0.33
54 Fawad Yousuf Securities 1,000,000 10,000,000 0.33
55 Intermarket Securities Ltd. 1,000,000 10,000,000 0.33
56 T ime Securities (Pvt.) Ltd. 500,000 5,000,000 0.17
57 Mr. Adeel Zafar 500,000 5,000,000 0.17
58 Mr. Ashraf Adhi 500,000 5,000,000 0.17
59 Mr. Firozuddin A. Cassim 500,000 5,000,000 0.17
60 S.C. Securities (Pvt.) Ltd. 250,000 2,500,000 0.08
Sub- Total Members of Stock Exchanges 38,200,000 382,000,000 12.73
Corporates and Institutions
61 Army Welfare Services 5,000,000 50,000,000 1.67
62 Bulk Management (Pakistan) Pvt ltd. 3,000,000 30,000,000 1.00
63 Nishat Mills Ltd 2,500,000 25,000,000 0.83
64 Siddiqsons Denim Mills Ltd. 2,500,000 25,000,000 0.83
65 Crescent Steel & Allied Products Ltd. 1,250,000 12,500,000 0.42
66 Shakarganj Mills Limited 1,250,000 12,500,000 0.42
67 Gatron Industries Limited 1,000,000 10,000,000 0.33
68 Pakistan Security Printing Corporation 1,000,000 10,000,000 0.33
69 Sattar (Pvt) Ltd. (Al Karam Group) 1,000,000 10,000,000 0.33
70 Shafi (Pvt) Ltd. 1,000,000 10,000,000 0.33
71 The Bank of Khyber Gratuity Fund 1,000,000 10,000,000 0.33
72 Muree Brewery Company Ltd. 500,000 5,000,000 0.17
- 20 -
73 Lakson Tobacco - Employees Gratuity Fund 320,000 3,200,000 0.11
74 Colgate Palmolive – Empl. Gratuity Fund 300,000 3,000,000 0.10
75 Perac Research and Development Foundation 300,000 3,000,000 0.10
76 D.P. Edulji & Company 250,000 2,500,000 0.08
77 Hinopak Motors Ltd.- Empl. Gratuity Fund 200,000 2,000,000 0.07
78 Century Paper Mart – Employees Gratuity Fund 80,000 800,000 0.03
Sub- Total Corporates and Institutions 22,450,000 224,500,000 7.48
Individuals
79 Mr. Muhammad Aslam Motiwala 15,000,000 150,000,000 5.00
80 Mr. Shahzad Shahbaz 2,000,000 20,000,000 0.67
81 Mr. Bashir Ali Mohammad 1,000,000 10,000,000 0.33
82 Mr. Shahid Ali Habib 1,000,000 10,000,000 0.33
83 Mr. Yousuf Yaqoob Kolia 1,000,000 10,000,000 0.33
84 Mr. Ghous Akber 750,000 7,500,000 0.25
85 Mr. Haji Haroon Kapadia 600,000 6,000,000 0.20
86 Mr. Abdul Latif Ibrahim Jamal 500,000 5,000,000 0.17
87 Mr. Ashraf Noorani 500,000 5,000,000 0.17
88 Mr. M. Nasim Shafi 500,000 5,000,000 0.17
89 Mr. Noor Mohammed 500,000 5,000,000 0.17
90 Mr. S. M. Jawed 500,000 5,000,000 0.17
91 Mr. S. M. Muneer 500,000 5,000,000 0.17
92 Mr. S. M. Pervez 500,000 5,000,000 0.17
93 Mr. S. M. Tariq 500,000 5,000,000 0.17
94 Mr. Tajammul Hussain 400,000 4,000,000 0.13
95 Mr. Imran Tajummul 300,000 3,000,000 0.10
96 Mr. Shahzad Naseer 250,000 2,500,000 0.08
97 Mr. S. M. Naveed 250,000 2,500,000 0.08
98 Mr. Ehsan Ullah Khan 100,000 1,000,000 0.03
99 Mr. Abdul Rehman Allibhoy 100,000 1,000,000 0.03
100 Mr. Mohammad Arshad 100,000 1,000,000 0.03
101 Ms. Maria A. Tapal 100,000 1,000,000 0.03
102 Mr. Kumail A. Tapal 100,000 1,000,000 0.03
103 Family Members of Mr. Omar Faruque 100,000 1,000,000 0.03
Sub- Total Individuals 27,150,000 271,500,000 9.05
TOTAL 225,000,000 2,250,000,000 75.00
- 21 -
Investment with minimum holding period of two years 33,750,000 337,500,000 11.25
Pre- IPO investment with no restriction 191,250,000 1,912,500,000 63.75
Each investor has undertaken to hold at least 15% of the certificates bought by him, or a total of 33.75 million certificates worth Rs. 337.5
million, for a minimum period of two years from the date of publication of the Offering Document.
5.1.3 Confirmation of Investment

The Pre-IPO Investors have subscribed to the Certificates of Rs. 2,250 million comprising 225 million Certificates of Rs.
10/- each as confirmed by the Auditor’s Certificate in Annexure B.
5.2 O PENING AND C LOSING OF S UBSCRIPTION LIST

THE SUBSCRIPTION LIST WILL OPEN “INSH -ALLAH” AT THE COMMENCEMENT OF BANKING HOURS ON 21st
AUGUST 2004 AND WILL CLOSE ON 24th AUGUST 2004 AT THE CLOSE OF BANKING HOURS.
5.3 UNDERWRITING
The present offer of 75,000,000 certificates of the face value of Rs. 10 per Certificate has been fully underwritten as under:
Underwriter No. of Certificates Amount %age
1 Aqeel Karim Dhedhi Securities (Pvt.) Ltd. 5,000,000 50,000,000 6.67%
2 Bank Al-Habib Limited 5,000,000 50,000,000 6.67%
3 Bolan Bank Limited 5,000,000 50,000,000 6.67%
4 Dewan Salman Fibres Ltd. 5,000,000 50,000,000 6.67%
5 First Dawood Investment Bank Ltd. 5,000,000 50,000,000 6.67%
6 Ibrahim Agencies (Pvt.) Ltd. 5,000,000 50,000,000 6.67%
7 Javed Omer Vohra & Co Ltd. 5,000,000 50,000,000 6.67%
8 Lucky Energy (Pvt.) Limited 5,000,000 50,000,000 6.67%
9 Metro Securities (Pvt.) Ltd. 5,000,000 50,000,000 6.67%
10 National Investment Trust Limited. 5,000,000 50,000,000 6.67%
11 Sapphire Fibres Limited 5,000,000 50,000,000 6.67%
12 Siddiqsons Denim Ltd. 5,000,000 50,000,000 6.67%
13 Bulk Management (Pakistan) Pvt. Ltd. 3,000,000 30,000,000 4.00%
14 Security Leasing Corporation Limited 3,000,000 30,000,000 4.00%
15 Crescent Steel & Allied Products Ltd. 2,500,000 25,000,000 3.33%
16 Saudi Pak Commercial Bank Ltd. 2,500,000 25,000,000 3.33%
17 Shakarganj Sugar Mills Limited 2,500,000 25,000,000 3.33%
18 Crescent Commercial Bank Ltd. 1,000,000 10,000,000 1.33%
19 Noman Abid & Co (Pvt.) Ltd. 500,000 5,000,000 0.67%
- 22 -
Underwriter No. of Certificates Amount %age
Total 75,000,000 750,000,000 100.00%
If and to the extent, certificates hereby offered are not subscribed and paid for in cash in full by the closing of the subscription date,
the Underwriters shall within 15 days of being duly called upon by the Investment Adviser to do so, subscribe and pay for or
procure subscribers to subscribe and pay for in cash in full those certificates not so subscribed, in proportion of their underwriting
commitments.
In the opinion of the Investment Adviser, the resources of the Underwriters are sufficient to discharge their underwriting
commitments.
5.3.1 No Buy Back / Repurchase Agreement

The Underwriters have not entered into any buy back/ repurchase agreement with the Investment Adviser or any other
person in respect of this Issue.
5.4 INVESTOR ELIGIBILITY

Any investor or any group of investors qualified or authorized to subscribe to purchase the Certificates may make applications for the
issue of Certificates in PSAF. The onus for being so qualified lies with the investor and neither the Investment Adviser, nor the
Trustee, nor the Registrar accepts any responsibility in this rega rd. Application may be made pursuant to the procedures described in
paragraph below including but not limited to:
1. Citizens of Pakistan resident in Pakistan
2. Companies, corporate bodies, financial institutions, banks, partners of a firm and societies incorporated in Pakistan so long as
such investment is permitted under their respective memorandum and articles of association and/or bye- laws. In respect of
trusts the trustees of such trust may make an application to subscribe the Certificates
3. Pakistanis resident abroad, foreign nationals and corporate bodies, including trusts & foundations, incorporated outside
Pakistan can apply for Certificates through the bankers to the issue, subject to the regulations of the State Bank of Pakistan and
the Government of Pakistan and any such regulations and laws that may apply to their place of residence, domicile and
citizenship. These applicants shall be treated equal to domestic applicants in the allotment of Certificates and their Certificates,
when issue d, shall also rank pari-passu with all other Certificates for all distribution subject to the relevant taxation and
exchange regulations/laws. Any person making an application for the issue of Certificates in PSAF shall be deemed to have
warranted that he is duly authorized to purchase such Certificates.
5.4.1 Facilities Available for Non -Resident and Foreign Investors in the IPO
The following facilities will be available to non-resident and/or foreign investors for participating in the public offer:
• Persons (including corporate bodies) resident in United Arab Emirates (UAE), Sultanate of Oman (Oman) and
Bahrain can apply for certificates through the Overseas Banker to the Issue appointed in these countries, subject
to regulatory approval (to be obtained by the Overseas Banker to the Issue). However, the Investment Adviser
will neither issue / publish the Offering Document nor any other advertisement for soliciting investment in any
foreign jurisdiction.
• Non-residents can apply for certificates through their Special Convertible Rupee Accounts in Pakistan.
• Foreign persons (including corporate bodies) resident in Pakistan can apply through the domestic Bankers to the
Issue. Such persons will have deemed to have warranted that no impediment exists for their applying for or
owning the certificates and that they have complied with State Bank of Pakistan requirements in this regard.
5.5 B ASIS OF A LLOTMENT OF C ERTIFICATES

The basis and conditions of allotment shall be as follows:
1. Application for the Certificates below the total value of Rs. 10,000/- shall not be entertained.
2. An applicant will be entitled to apply in one category only.
3. The public issue of Certificates having nominal value of Rs. 750,000,000 is categorized in the following manner:
C ategory of Application Face Value Reserve Allocation
(i) For 1,000 Certificates Rs. 10,000 25% of the issue
(ii) For 2,500 Certificates Rs. 25,000 25% of the issue
(iii) For 5,000 Certificates Rs. 50,000 25% of the issue
(iv) For 10,000 Certificates Rs.100,000 25% of the issue
and multiples thereof or multiples
- 23 -
4. If an application is received for an amount that does not fall within one of these categories, provided it is for 1,000
Certificates or more, it will be entertained in a category lower than the amount applied for.
5. In each of these categories 20% is reserved for non-resident Pakistanis, 5% is reserved for employees of Arif Habib
Group companies and the remaining 75% is reserved for the general public. Non-resident Pakistanis and employees of
Arif Habib Group companies shall not be allotted any Certificates above their reservations.
6. If the Certificates to be issued to the general public are sufficient for the purpose, all applications shall be accommodat ed.
7. In case of over/under subscription of categories, the applicants of over- subscribed category will be allotted the
Certificates of under-subscribed category. First preference will be given to applicants of 1,000 certificates, then 2,500
certificates, then 5,000 certificates and then 10,000 certificates category.
8. In case of Categories (i), (ii) and (iii), if the Certificates applied for by applicants are in excess of the Certificates offered
to them, the distribution shall be made by computer balloting separately within each category, in the presence of
representatives of the stock exchanges.
9. In case of category (iv), on over-subscription each application will be reduced to 10,000 certificates and any reserved
amount remaining shall be allotted on pro-rata basis to applicants who applied for certificates in multiples of 10,000
certificates. If on reduction the category is still over-subscribed, a ballot will take place and only 10,000 certificates will
be entered in ballot for each application.
10. Any certificates left unsubscribed after allotment as aforesaid shall be allotted on pro-rata basis to applicants who applied
for certificates in multiples of 10,000 certificates.
5.6 REFUND OF S UBSCRIPTION M ONEY TO UNSUCCESSFUL A PPLICANTS

The Investment Adviser shall take a decision within ten (10) days of the closure of subscription list as to which applications have
been accepted or are successful and refund the money in cases of unaccepted or unsuccessful applications within ten (10) days of
the date of such decision as required under the provision of section 71 of the Companies Ordinance, 1984.
In case there has been an over-subscription of over 1.25 times and there is no chance that the full amount will be allotted to
applicants who applied for certificates in multiples of 10,000 certificates a part of their subscription amount may be refunded in
advance of the ballot. If there is no chance of pro-rata distribution an amount equal to Rs. 100,000 (that will go to ballot) will be
retained from each application and the rest refunded. If pro-rata distribution is to take place, the amount retained would be Rs.
100,000 plus 1.5 times the expected pro-rata rate or 25% of the application, whichever is higher, and the rest refunded.
If, as per sub section (2) of section 71 of the said Ordinance, the refund is not made within ten days as required by sub section (1) of
section 71 of the Companies Ordinance is not made within the time specifited there in the Investment Adviser of the Fund shall be
jointly and severally liable to repay the money with surcharge at the rate of one and half percent, for every month or part thereof
from the expiration of the 15th day and in addition, to a fine not exceeding Rs. 5,000/- and in case of a continuing offence to a
further fine not exceeding Rs.100/- for every day after the said 15 th day on which the default continues.
Provided that the Investment Adviser shall not be liable if he proves that the default in making the refund was not due to any
misconduct or negligence on his part.
5.7 ISSUE AND D ISPATCH OF C ERTIFICATES

The Fund will dispatch physical Certificates to successful applicants or credit the respective CDS account within thirty (30) days of
the date of subscription, in compliance with the requirement of the Stock Exchanges.
Certificates will be issued either in scripless form (in the Central Depository System) or in the shape of physical scrip on the basis
of option exercised by the successful applicants. Certificates in physical scrips shall be dispatched to the bankers to the Issue for
onward delivery to successful applicants, whereas scripless certificates shall be directly credited through book entries into the
respectiv e CDS accounts of the successful applicants maintained with the Central Depository Company of Pakistan Limited (CDC).
The applicants who opt for the issuance of certificates in scrip less form in the CDS should fill in the relevant columns of the
application form. In order to exercise the scripless option, the applicant must also have a CDS account at the time of subscription
date. All applicants are cautioned that credit to a CDS account will only take place if their name(s) appears as one of the
owners of the CDS account or the CDS account is a group account of a member of the stock exchange. In case of joint
applications that require credit to an investor account or sub-account, the name of the person whose name appears first in
the application form must be one of the holders of the investor account or joint account.
If the Investment Adviser makes default in compliance with the requirements of the Listing Regulations, it shall pay to the Stock
Exchanges a penalty of Rs. 500/- per day dur ing which the default continues. The stock exchanges may also notify the fact of such
default and the name of the Fund by notice and also by publication in its Ready Board Quotation.
Pre-IPO investors shall receive 15% of their Certificates in physical form as a jumbo Certificate with writing on the face, restricting
sale for two years from the Publication Date of this Offering Document to effect the public offer of Certificates.
Employees of the Investment Adviser, Arif Habib Investment Management Limited, shall receive their Certificates either as
scripless Certificates credited to a group or sub account with Arif Habib Securities Limited or as physical Certificates with writing
on the face restricting the sale of the Certificates.
- 24 -
5.8 TRANSFER OF C ER TIFICATES
5.8.1 Physical Scrip

The Investment Adviser of the Fund shall not refuse to transfer any fully paid certificates unless the transfer deed for any
reason is defective or invalid under the provisions of Sections 77 of the Companies Ordinance, 1984. Provided that the
Investment Adviser shall within 30 days from the date on which the instrument of transfer was lodged with it, notify the
defect or invalidity to the transferee who shall, after the removal of such defect or invalidity is entitled to re- lodge the
transfer deed with the Fund.
5.8.2 Transfer Under Book Entry System:

The Certificates maintained within the Central Depository System (the “CDS”) in the book entry form shall be transferred
in accordance with the provisions of the Central Depositories Act, 1997 and the Central Depository Company (CDC) of
Pakistan Limited Regulations.
5.8.3 Holding Period for Pre-IPO Investors:

All pre-IPO investors shall hold at least 15% of the Certificates issued to them for at least two years from the Publication
Date of this Offering Document to effect the public offer of Certificates. Pre-IPO investor shall not sell, transfer, pledge
or otherwise give these Certificates as security against any loan for the period. However, the remaining 85% of the
Certificates are not so restricted and pre-IPO investors can sell, transfer or pledge these Certificates at any time.
5.8.4 Restriction on Sale by Arif Habib Investment Management Limited Employees:

Employees of the Investment Adviser, Arif Habib Investment Management Limited (AHIM), can apply for Certificates of
the Fund through the reservation for the employees of Arif Habib Group but are otherwise prohibited from buying the
Certificates of the Fund and are restricted from selling the Certificates of the Fund received in the public offer. Such
employees can only hold their Certificates either in a group or sub account with Arif Habib Securities Limited (AHSL) or
as physical Certificates with writing on the face restricting sale. AHIM employees can only sell the certificates through
AHSL and after giving notice to AHIM and AHIM shall apply such measures as it deems necessary to avoid insider
advantage.
5.9 PRINCIPAL PURPOSE FOR ISSUANCE OF C ERTIFICATES

The purpose of this offering is to invite the general public to participate in the ownership of the Fund so that the general public can
take advantage of professional expertise in the allocation and management of funds and also avail the benefit of lower income tax rate.
5.10 INTEREST OF C ERTIFICATE H OLDERS

None of the holders of the issued certificates of the Fund have any special or other interest in the property or profit of the Fund other
than that as holders of Certificates in the capital of the Fund except for the following:
5.10.1 Investment Adviser to the Fund Interested in Remuneration of the Investment Adviser
(a) Arif Habib Investment Management Limited
5.10.2 Consultant to the Issue Interested in Consultant to the Issue Fee
(a) Arif Habib Securities Limited
Note: As Arif Habib Securities Limited is a related party it has waived its fee and is charging only Re. 1/-
plus out-of-pocket expenses.
5.10.3 Underwriter of the Issue Interested in Underwriting Commission
(a) Bank AL Habib Limited
(b) Bolan Bank Limited
(c) Bulk Management Pakistan (Pvt.) Limited
(d) Crescent Steel and Allied Products Limited
(e) Noman Abid & Company Limited
(f) Saudi Pak Commercial Bank Limited
(g) Security Leasing Corporation Limited
(h) Shakarganj Sugar Mills Limited
(i) Siddiqsons Denim Mills Limited
(j) First Dawood Investment Bank Limited
5.10.4 Bankers to the Issue Interested in Banking Commission
(a) Bank AL Habib Limited
- 25 -
(b) Bolan Bank Limited
(c) The Bank of Punjab
(d) Habib Bank Limited
(e) Metropolitan Bank Limited
(f) PICIC Commercial Bank Limited
(g) National Bank of Pakistan
(h) The Bank of Khyber
(i) Bank Alfalah Limited
(j) Prime Commercial Bank Limited
(k) Saudi Pak Commercial Bank Limited
(l) Soneri Bank Limited
(m) First Women Bank Limited
(n) United Bank Limited
5.11 RIGHT C ERTIFICATES

The Investment Adviser may decide to offer Right Certificates to the existing Certificate holders at a subscription price not higher
than the Net Asset Value (NAV) of the closed-end scheme at the close of business day on the date of renunciation of the
Certificates. The issue of right certificates is subject to prior approval of majority Certificate Holders in their meeting to be held
specifically for this purpose and subsequent approval by SECP. The meeting of Certificates Holders shall follow the requirements
for holding of General Meetings as per the Companies Ordinance, 1984.
5.12 C ONVERSION OF FUND INTO O PEN- EN D FUND

The Investment Adviser may convert the Fund in to an open-end fund with the approval of Certificate Holders, Trustee and the
SECP, after complying the provisions of the Rules.
- 26 -
6. SAFEGUARD OF MONEY
NO MONEY SHALL BE PAID TO THE INTERMEDIARY EXCEPT THE CERTIFICATE HOLDER OR HIS AUTHORISED
REPRESENTATIVE.
- 27 -
7. DISTRIBUTION POLICY
7.1 DISTRIBUTION P OLICY

At least 90% of the income, excluding realised and unrealised capital gains, received by the Fund reduced by such expenses as are
chargeable to the Fund under the Rules shall be distributed annually. The Investm ent Adviser may also include realised capital
gains in the amount available for distribution. The entire amount available for distribution may be distributed as cash dividend or in
any other form including bonus certificates with the prior approval of the SECP and that may qualify under the tax laws. The Fund
will comply with regulatory and taxation requirements and the distribution policy may be amended accordingly.
The Investment Adviser may from time to time pay to the members such interim dividends as appear to the Investment Adviser to
be justified by the profits of the Fund. No dividends shall be paid otherwise than out of profits of the Fund for the year or any other
undistributed profits. No unpaid dividends shall bear interest or mark-up against the Fund.
The dividends shall be paid within the period laid down in the Companies Ordinance, 1984.
7.2 FRACTIONAL C ERTIFICATES / LESS THAN M ARKETABLE HOLDING

At the end of every financial year the Investment Adviser may review and may offer to buy all certificates that are less than the
marketable lots at the closing bid price of Certificate at KSE. However, if buy back of fractional certificates has exhausted the
Investment Adviser’s maximum limits (currently 20%) of investment in the Closed-end Scheme, the Investment Adviser shall sell
excess holding of Certificates within six months of acquiring such Certificates.
7.3 ELIGIBILITY FOR D IVIDEND

The right Certificates and bonus Certificates shall rank pari-passu with the then issued Certificates of the Fund in all matters.
7.4 W ITHHOLDING TAX ON D IVIDENDS

Unless exempt from such taxation by applicable law or double taxation treaties, the withholding tax on profit distribution by the
Fund will be as under:
• Public companies including Insurance Companies: 5%;
• Others: 10%.
In terms of the provisions of section 5 read with section 8 the Income Tax Ordinance, 2001, the withholding tax deducted at source
on dividend would be final tax in respect of such income. However, under the provisions of sub section 4 of Section 18 of the
Income Tax Ordinance, 2001 any amount received by a banking company or a non banking company, where such amount
represents distribution by a mutual fund out of its income from profit on debt (such as profits on Treasury Bills, Pakistan
Investment Bonds, Term Finance Certificates, Commercial Paper and Carry Over Transactions), shall be chargeable to tax at
normal tax rates.
7.5 DEDUCTION OF ZAKAT

Income distribution will be subject to deduction of Zakat at source pursuant to the provisions of Zakat and Usher Ordinance, 1980
(XVIII of 1980).
- 28 -
8. FEES AND CHARGES
8.1 E XPENSES B ORNE BY THE FUND

The following expenses will be borne by the Fund:
1. Remuneration of the Investment Adviser.
2. Remuneration of the Trustee.
3. Brokerage and transaction costs related to investing and disinve sting of the fund’s property including any Capital Value Tax.
4. Legal and related costs incurred in protecting or enhancing the interest of the Fund or collective interest of the Certificate
Holders.
5. SECP annual charges.
6. Stock exchanges annual subscriptions.
7. CDC annual fee and custody charges.
8. Bank charges, if any.
9. Auditors’ fees and charges.
10. Foreign currency translation costs as per section 8.5.
11. Formation Cost estimated at and not exceeding Rs. 32.1 million, net of incom e earned on funds before completion of IPO, will
be amortized over a period of five years.
12. Taxes applicable to the Trust on its income, turnover, assets, etc.
8.2 INVESTMENT A DVISER FEE

The Investment Adviser shall be entitled to receive annually, after the accounts of the Fund have been audited, a remuneration
during the first five years of the scheme, of an amount not exceeding three percent per annum of the average Net Assets and
thereafter two percent per annum of such assets.
8.3 TRUSTEE FEE

The Trustee shall be entitled to a monthly remuneration out of the Fund Property based on tariff of charges annexed hereto
(Annexure C). Any costs incurred by the Trustee such as actual custodial costs/expenses and legal & related costs incurred in
protecting or enhancing the interests of the fund or the collective interest of the Certificate holders, are reimbursable at actual.
8.4 EXPENSES OF THE I NVESTMENT ADVISER AND THE TRUSTEE

The Investment Adviser and Trustee shall bear all expenditure in respect of their respective secretarial and office space and
professional management including all accounting and administrative services provided in accordance with the Trust Deed. Neither
the Investment Adviser nor the Trustee shall make any charge against the certificate holders or the Fund except such expenses or
fees as are expressly authorized under the provisions of the Rules and the Deed, payable out of Fund property.
8.5 FOREIGN C URRENCY TRANSLATION C OSTS

Non-resident investors shall have access to the offer in certain jurisdictions through the Overseas Bankers to the Issue. All
subscriptions from overseas investors will be in the Pakistan Rupee (PKR) equivalent amounts but in the local currency of the
country of the banker to the issue where application is being lodged converted at a reference rate. The Investment Adviser will
announce a reference rate for each currency based on the National Bank of Pakistan published rates plus a retail conversion
premium for the bankers to the issue and a 0.2% provision for currency losses. However, the actual conversion will take place
around 10 days after the subscription period ends and the conversion rate may have moved against the Fund. The Fund will bear
the cost of any losses from foreign currency translation above the 0.2% provision in the reference rates. Conversely, any foreign
currency gain (or gain from a loss less than 0.2%) will also become Fund property.
8.6 PRELIMINARY AND FLOATATION EXPENSES

The expenses of this Issue inclusive of underwriting commission, commission to the bankers to the issue and brokerage to the
members of the stock exchanges will be borne by the Investment Adviser and shall be reimbursable by the Fund in equal amounts
paid annually over a period of five years. The expenses are estimated not to exceed Rs. 32.1 million.
During and prior to the completion of the Public Offering, the Trustee shall hold the Fund Property on deposit in a separate account
with a Bank of good standin g (having an investment grade rating, or in absence of a rating, with the approval of the SECP)
approved by the Investment Adviser or in money market investments as advised by the Investment Adviser. Any income from such
investments will be paid out to the Investment Adviser to set-off against formation costs of the Fund.
- 29 -
Break- up of these expenses is as follows:
Rupees
Underwriting commission* 7,500,000
SECP Fee 25,000
Bankers to the issue commission * 3,750,000
Costs from Overseas Subscription 1,500,000
Stock exchange initial listing fee 3,710,000
CDC Fees and Deposit 3,467,500
Broker commission on issue of certificates * 7,500,000
Legal & professional charges 1,000,000
Consultant to the issue fee ** 1
Other expense of the issue including advertising, publication, printing of Offering 3,636,752
Document, computer services, etc.
Total 32,089,253
* Represents maximum possible expenses under these heads including take-up commission for underwriters.
** Arif Habib Securities Limited shall act as consultant to the issue and being an associated company is charging only Rs. 1/-
plus expenses at actuals.
Note: Estimates of expenses may be adjusted under one head and another; however, the total expenses shall not exceed
Rs. 32.1 million.
8.7 UNDERWRITING C OMMISSION

The Investment Adviser has paid the Underwriters an initial underwriting commission @ 0.5% on account of the Fund on the
amount underwritten. In addition the Underwriters shall be paid by the Investment Advisers an additional take-up commission @
0.5% in respect of Certificates actually taken up by them in accordance with their underwriting commitments.
8.8 C OMMISSION TO THE B ANKERS TO THE ISSUE

A commission @ 0.5% of the amount collected in respect of successful applicants, plus out of pocket expenses will be paid by the
Investment Adviser on account of the Fund to the bankers to the issue for services to be rendered by them in connection with this
issue. No commission shall be paid to the bankers in respect of Certificates taken up by the Underwriters by virtue of their
underwriting commitments.
8.9 B ROKERAGE
Brokerage will be paid by the Investment Advisers to the members of the Karachi Stock Exchange (Guarantee) Limited, Lahore
Stock Exchange (Guarantee) Limited and Islamabad Stock Exchange (Guarantee) Limited at the rate of 1.0% of the value of
Certificates actually sold through them. No brokerage shall be paid to the members in respect of Certificates taken up by the
Underwriters by virtue of their underwriting commitments.
8.10 C OSTS FROM O VERSEAS S UBSCRIPTION

Non-resident investors shall be given access to the offer in certain jurisdictions through the Overseas Bankers to the Issue. The
fund certificates will be also be marketed privately on a pre-IPO basis outside Pakistan. The additional cost of arranging overseas
subscription is expected to be Rs. 1.5 million.
- 30 -
9. DETAILS OF EXEMPTIONS, TAXES LEVIED ON PSAF
The information herein below is accurate as of the date of the printing of this document. The taxability and tax rates are subject to change
from time to time, as may be announced by the Government.
9.1 TAXATION ON THE INCOME OF THE FUND

Under the Tax Law in Pakistan, the definition of a public company includes a trust whose units are widely available to the public and any
other trust as defined in the Trust Act, 1882 (II of 1882). Accordingly, the Fund will be regarded as a public fund liable to tax rate
applicable to a public fund.
The income of the Fund would accordingly be taxed at the following rates:
1. Dividend income is taxable at the rate of 5% for public companies on gross income basis.
2. Capital gains on sale of shares listed on any Stock Exchange in Pakistan are exempted from tax till Income Year 2006-07.
3. All other income, if not otherwise exempt shall be taxed at the rate of 35% of net income.
Notwithstanding the tax rates given above, the income of the Fund will be exempted from tax; if not less than 90% of its accounting
income of that year, as reduced by capital gains whether realized or unrealized, is distributed amongst the certificate holders. Further,
under the provisions of clause 47 (b) of Part I of the second schedule to the Income Tax Ordinance, 2001 the Fund’s income from
dividend, profit on debt and commission is exempt from deduction of withholding tax under relevant provisions of law. It is the policy of
the Fund to comply with this law so as to obtain tax exemption.
9.1.1 Capital Value Tax

Under Finance Act, 1989 (V of 1989) as amended by Finance Act 2004 (II of 2004), a Capital Value Tax at the rate
of 0.01% of the purchase value of modaraba certificates or any instrument of redeemable capital as defined in the
Companies Ordinance, 1984 (XLVII of 1984) or shares of a public company listed on a registered stock exchange in
Pakistan shall be charged on purchase of the same. This tax will be collected by the stock exchange concerned.
9.2 TAXATION ON C ERTIFICATE H OLDERS AND LIABILITY FOR Z AKAT

T he information set forth below is included for general information purposes only. In view of the individual nature of tax consequences,
each investor is advised to consult with his tax adviser with respect to the specific tax consequences to him of investing in the fund.
9.2.1 Tax Credit on Investment

Under clause 62 of the Income Tax Ordinance, 2001, individuals (not companies) receive a tax credit on investments
in new shares offered to the public by a public company listed on a stock exchange in Pakistan where the individual
is the original allottee of the shares. The tax credit is available only for investments up to Rs. 100,000 per person or
10% of total income whichever is less and only if the investment is held for one year or more. The amount of the tax
credit is equivalent to the average tax rate times the investment allowed. This tax credit is available for individuals
who apply for and receive certificates in the Fund.
9.2.2 Withholding Tax on Dividend

Unless exempt from such taxation by applicable law or double taxation treaties, the withholding tax on profit
distribution by the Fund will be as under:
• Public companies including Insurance Companies: 5%;
• Others: 10%.
In terms of the provisions of section 5 read with section 8 the Income Tax Ordinance, 2001, the withholding tax
deducted at source on dividend would be final tax in respect of such income. However, under the provisions of sub
section 4 of Section 18 of the Income Tax Ordinance, 2001 any amount received by a banking company or a non
banking finance company, where such amount represents distribution by a mutual fund out of its income from profit
on debt (such as profits on Treasury Bills, Pakistan Investment Bonds, Term Finance Certificates, Commercial Paper
and Carry Over Transactions), shall be char geable to tax at normal tax rates.
9.2.3 Zakat
Under Zakat and Ushr Ordinance, 1980, (XVII of 1980), except for certain category of investors, Certificates held by
resident Pakistani Certificate Holders are subject to Zakat at 2.5% of the value of Certificates held on the Zakat
Valuation Date. Except for those Certificate Holders exempted under the said Ordinance, Zakat will be collected
from the dividend payment and paid in to the government treasury.
- 31 -
9.2.4 Exemption from capital gains
Capital gains derived from the sale of listed securities are presently not liable to Income tax pursuant to clause (116)
of part 1 of the Second Schedule of the Income Tax Ordinance, 2001. This exemption is presently available up to
income year ending June 30, 2007.
Disclaimer: – The tax and Zakat information given above is based on the Investment Adviser tax adviser’s
interpretation of the law, which to the best of the Investment Adviser understanding is correct but Investors are
expected to seek independent advice so to determine the tax liability arising from their investment in the Certificates
of the Fund.
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10. REPORTS AND ACCOUNTS
10.1 DATE OF PSAF FINANCIAL Y EAR

Financial Year date for the Closed-end Scheme is 30 June.
10.2 REVENUE R ECOGNITION
10.2.1 Realised Gains/Losses on Investments

Sales and purchases of marketable securities may be recognized on the date of contract. Capital gains and losses on the
sale of marketable securities may be recognized in the year in which these arise.
10.2.2 Dividend/Return
Dividend income shall be recognized at the time of closure of shares transfer books of the company declaring dividend
and return on securities other than shares may be recognized on receipt basis.
10.2.3 Brokerage and Underwriting Commission

Brokerage and underwriting commission may be accrued as and when due.
10.3 VALUATION OF PROPERTY M ETHOD
10.3.1 Listed Security

A security listed on a stock exchange shall be valued at its last sale price on such exchange on the date as of which it is
valued, or if such exchange is not open on such date, then at its last sale price on the next preceding date on which such
exchange was open and if no sale is reported for such date, the security shall be valued at an amount not higher than the
closing asked price nor lower than the closing bid price.
10.3.2 Investment Purchased

An investment purchased and awaiting payment against delivery shall be included for valuation purposes as security held,
and the cash account of the company shall be adjusted to reflect the purchase price, including brokers’ commission and
other expenses incurred in the purchase thereof but not disbursed as of the valuation date.
10.3.3 Investment Sold

An investment sold but not delivered pending receipt of proceeds shall be valued at the net sale price.
10.3.4 Distribution
The value of any dividends, bonus- shares or rights which may have been declared on securities in the portfolio but not
received by the company as of the close of business on the valuation date shall be included as assets of the company, if
the security upon which such dividends, bonuses or rights were declared is included in the assets and is valued ex-
dividend, ex- bonus or ex-rights as the case may be.
10.3.5 Unlisted Security

A security not listed or quoted on a stock exchange shall be valued at investment price or its break- up value as per last
audited accounts, whichever is lower. Where the break- up value of any security is not available, the value of investment
shall be determined on a regular basis by the investment adviser with the approval of the trustee.
10.3.6 Accrued Return

Interest/mark-up/return accrued on any interest/mark-up/return bearing security in the portfolio shall be included as an
asset of the fund if such accrued interest/mark-up/return is not otherwise included in the valuation of the security.
10.3.7 Accrued Income

Any other income accrued up to the date on which computation was made shall also be included in the assets.
10.3.8 Liabilities & Expenses

All liabilities, expenses, taxes and other charges due or accrued up to the date of computation that are chargeable under
this Trust Deed shall be deducted from the value of the assets.
- 33 -
10.3.9 Other
For any asset class where no specific method of valuation is prescribed in the Rules, the guidance from SECP shall be
obtained and valuation shall be done accordingly.
10.4 ACCOUNTING M ETHOD

The accounts will be prepared in accordance with the International Accounting Standard issued by the International Accounting
Standards Committee (IASC) as adopted in Pakistan and the requirements of the Companies Ordinance, 1984 and NBFC Rules.
10.4.1 Marketable Securities

The Fund will adopt International Accounting Standards (IAS) through which Investments will be classified as held for
trading, held to maturity and available for sale. These Investments will be measured at fair value, being their market value
at balance sheet date. The resulting gain or loss may be included in profit and loss for the period whereas cost may be
calculated on moving average basis.
Classification of investments may be made based on the intended purpose of holding such investments, which are as
follows:
1. Securities held for trading: These are investments securities, which are acquired principally for the purpose of
generating profit, from short -term fluctuations in price.
2. Securities held to maturity: These are investments securities with fixed or determinable payments and fixed
maturity.
3. Securities available for sale: These are investments, which do not fall under the “held for trading” or “held to
maturity” categories.
10.5 FOREIGN C URRENCIES

Foreign currencies transactions may be translated into Pak rupees at the rate of exchange prevailing on the date of each
transaction. Assets and liabilities denominated in foreign currencies may be translated into Pak rupee at the rate of exchange ruling
on the balance sheet date. Exchange differences may be included in income currently.
- 34 -
11. REPORTS TO THE CERTIFICATE HOLDERS
The Investment Adviser shall transmit to its Certificate Holders:

1. an annual report, together with a copy of the balanc e sheet and income and expenditure account along with a trustee report and the
auditor’s report, within four months of closing of the accounting period and
2. a half yearly report along with a limited scope audit review by the auditors of the Fund within two months.
3. a quarterly report, within thirty days of the close of first and third quarter of the year of account of the Fund.
Such report, so far as may be applicable, shall be in accordance with requirements laid down in clauses (e), (f) and (h) of rule 34 of the Rules
and shall contain a statement showing the shares/securities certificates owned at the beginning of the relevant period, shares purchased or sold
during such period, and the shares/securities held at the end of such period together with the value (at cost and at market), and the percentage
in relation to its own assets and the paid-up capital of the company whose certificates shares/securities are owned.
The statement of income and expenditure of the Closed-end Scheme shall include a statement of income and expenditure of the Investment
Adviser in relation to the Fund.
They Investment Adviser may, with the approval of the SECP and in consultation with the Stock Exchanges, place the quarterly reports on its
website (www.arifhabib.com.pk) instead of mailing it to all Certificate Holders. However, the Investment Adviser will send a printed copy of
the quarterly account to any Certificate Holder on demand, free of cost at his registered address within one week of such demand.
- 35 -
12. WARNINGS
a) Prospective investors should consult one or more from amongst their investment Advisers, legal Advisers, bank managers,
stockbrokers, or other financial Advisers
b) Investors must recognize that all investments involve varying levels of risk. PSAF invests in traded securities or contracts
covering debt, equity and money market transactions ((such as COT contracts or inter-bank placements, etc.). Such
securities are subject to market fluctuations and risks inherent in all such investments. The prices of the Certificates in
PSAF are not assured. The level of dividends declared by the Fund cannot be assured. Investors are requested to read the
Risk Disclosure statement and Disclaimer contained in Section 2.5 and 2.6 herein above.
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13. LIST OF DOCUMENTS AND WHERE THEY CAN BE INSPECTED
All documents concerning the Closed-end scheme, as given in clouse 1.6 above, may be inspected at the registered office of the AHIM at
2/1, R.Y. 16, Old Queens Road, Karachi-74000 or at any other addre ss which may be notified by Investment Adviser to the general public
through newspapers.
14. DATE OF PUBLICATION OF PROSPECTUS
The date of publication of the offering document is 14 th August 2004.
15. INVESTMENT ADVISER R ESPONSIBILITY FOR IN FORMATION
Arif Habib Investment Management Limited, as the Investment Adviser for the Fund, accepts responsibility for the information contained
in this Offering Document as being accurate at the date of publication.
16. PSAF NOT AUTHORISED TO
Save as stated in Clause 2.3 above, PSAF is not authorised to

1. merge with, acquire or take-over any other closed-end fund, unless it has obtained the prior approval of the SECP in writing to the
scheme of such merger, acquisition or takeover;
2. pledge any of the securities held or beneficially owned by it;
3. make a loan or advance of money to any person except in connection with the normal business of the Fund, subject to the limits
specified under the Rules;
4. effect a short sale in any security except where the Fund has a long position (settled or in contract) of that quantity in the same
underlying security;
5. purchase any security in a forward contract;
6. purchase any security on margin ;
7. participate in a joint account with others in any transaction;
8. apply any part of its assets to real estate, commodities or commodity contracts;
9. acquire any security of which another closed-end fund is the issuer;
10. make an investment in a company, which has the effect of vesting the management, or control over the affairs, of such company in
the Closed-end scheme;
11. purchase or sell bearer securities, or securities which may result in assumption of unlimited or undetermined liability (actual or
contingent);
12. employ as a broker, directly or indirectly, any director, officer or employee of the Fund or its investment adviser or any Connected
Person or member of family of such person and enter into transactions with any connected broker, which shall equal or exceed ten
per cent or more of the transactions of the Fund in any one accounting year of that Fund.
Provided that the SECP may, in each case on merits, permit the ten per cent to exceed if the connected broker offers advantages to
the Fund not available elsewhere:
Explanation: For the purposes of this clause the term “family” includes spouse, lineal ascendants and descendants and brothers and
sisters;
13. issue at any time, without the prior approval of the SECP in writing, a senior security which is either stock or represents
indebtedness;
14. apply for de - listing from Stock Exchange, unless it has obtained prior approval of SECP in writing to the close-end scheme of de-
listing;
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17. TERMINATION OF CLOSED-END SCHEME
17.1 B Y THE I NVESTMENT A DVISER

The Investment Adviser may terminate PSAF at any time by giving at least three months notice to Certificate Holders and shall
disclose the grounds of its decision.
17.2 B Y THE S ECURITIES AND EXCHANGE C OMMISSION OF P AKISTAN

If the SECP considers that further continuation of the authorization of PSAF will not be in the interest of Certificate Holders, it will
give a three months notice to the Certificate Holders about its intention not to maintain such authorization, provided that no notice
shall be served without offering an opportunity of hearing to the Investment Adviser.
17.3 W INDING U P
In case the termination of PSAF, the Investment Adviser shall be required to wind-up PSAF and distribute the realized proceeds to the
Certificate Holders in such a manner and within such time as may be specified by the SECP.
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18. APPLICATION AND ALLO TMENT INSTRUCTIONS
1. Name(s) and address(es) must be written in full, in block letters, in English and should not be abbreviated. All applications must
bear the signature and address corresponding with that recorded with the bank in that account. In case of difference of signature
with the bank and the National Identity Card/Power of Attorney (as the case may be), both signatures should be affixed on the
application form.
2. APPLICATION MUST BE MADE ON THE FUND’S PRINTED FORM OR A LEGIBLE PHOTOCOPY THEREOF
3. The applicants opting for scripless form of security are required to complete the relevant sections of the application. In case of
discrepancy between the information provided in the application form and the information already held by CDS, the Offerer
reserves the right to issue Certificates in physical form. All applicants are cautioned that credit to a CDS account will only take
place if their name/(s) appears as one of the owners of the CDS account or the CDS account is a group account of a member
of the stock exchange. In case of joint applications that require credit to an investor account or sub-account, the name of
the person whose name appears first in the application form must be one of the holders of the investor account or joint
account.
4. Individual Pakistani National Resident in Pakistan: In case of individual investors, an attested copy of National Identity Card
should invariably be enclosed and the number indicated against the name(s) of applicant(s). Copy of the National Identity Card can
be attested by any Federal / Provincial Government Gazetted Officer, Councillor, Bank Manager, Oath Commissioner or Head
Master of High School etc. Original National Identity Card, along with one attested photocopy, must be produced for verification,
to the branch at the time of presenting an application. The attested photocopy will, after verification, be retained by the bank branch
along with the application.
5. Individual Pakistani National Resident in a Country in which Bankers have been Appointed: An attested copy of the passport ,
showing the first two pages, should invariably be enclosed and the passport number indicated against the name(s) of applicant(s).
Copy of the Passport can be attested by the Pakistan Embassy/Consulate in the country, Head Master of the Pakistani School,
notary public or by the Bank Manager concerned.
6. Corporate Bodies Resident in Pakistan or with Branch Resident in Pakistan: Applications made by corporate bodies including
companies, pension/gratuity funds/trusts, branches of companies and other legal entities must be accompanied by an attested copy
of their Memorandum and Articles of Association, registration in Pakistan or equivalent instrument/document. Where applications
are made by virtue of Power of Attorney, the same must be lodged with the application. Copy of such documents can be attested by
any Federal / Provincial Government Gazetted Officer, Councillor, Bank Manager, Oath Commissioner or Head Master of High
School etc.
7. Foreign Investors with Special Convertible Rupee Account (SCRA) in Pakistan: Application by foreign nationals and non-
resident companies will be accepted in Pakistan provided they are made through a cheque drawn on a SCRA . The application must
be accompanied by an attested copy of the Passport for individuals or a copy of their Memorandum and Articles of Association or
equivalent instrument/document in case of a legal entity. Where applications are made by virtue of Power of Attorney, the same
must be lodged with the application. Copy of such document(s) should be attested by the branch manager of the bank in which the
SCRA is opened.
8. Corporate Bodies Resident in a Country in which Bankers have been Appointed: Applications made by corporate bodies
including companies, pension/gratuity funds/trusts, branches of companies and other legal entities must be accompanied by an
attested copy of their Memorandum and Articles of Association or equivalent instrument/document. Copy of the document can be
attested by the Pakistan Embassy/Consulate in the country, a local chamber of commerce, notary public or by the Bank Manager
concerned.
9. An applicant that does not have a bank account in one of the Bankers to Issue but has a bank account in another bank can apply
through any of the branches of the Bankers to the Issue that are in the town in which the applicant has his account. The amount of
the application must be tendered in form of a bank draft/pay order drawn on the applicant’s bank and payable to “A/C CDC –
TRUSTEE PAKISTAN STRATEGICALLOCATION FUND ”. In addition, the branch manager of the applicant’s bank must attest
the signature of the applicant in the specimen signature(s) block on the application form, sign the disclosure regarding loan and
attest the document(s) submitted with the application.
10. a) Application for certificates must be for 1,000 Certificates, 2,500 Certificates, 5,000 Certificates, and 10,000 Certificates
or in multiples of 10,000 Certificates only. An applicant will be entitled to apply in one category only.
b) Application of certificates below the value of Rs. 10,000 shall not be entertained.
c) Fictitious and multiple applications are prohibited and such application money shall be liable to confiscation under
section 18A of the Securities and Exchange Ordinance, 1969.
d) Subscription money must be paid by cheque/drafts drawn on applicant’s own account.
e) Remittance for the full amount of Certificates at Rs. 10/- per Certificate must accompany each application and must be
forwarded to any one of the bankers to the offer named in the Offering Document. Payments should be in the form of
cheques or drafts drawn payable to “A/C CDC – TRUSTEE PAKISTAN STRATEGIC ALLOCATION FUND” and
crossed, “A/C PAYEES ONLY” and must be drawn on a bank in the same town as the bank to which the application has
been sent.
- 39 -
f) All applications must bear the signature and address corresponding with that recorded with the bank in the applicant’s
account.
g) Only one application will be accepted against each account. In case of joint accounts, one application will be accepted in
the name of each of the joint account holders. No application will be accepted in the name of a person shown as minor in
the records of the bank.
11. Copies of the Offering Document and application forms can be obtained from members of the Karachi Stock Exchange (Guarantee)
Limited, Lahore Stock Exchange (Guarantee) Limited and Islamabad Stock Exchange (Guarantee) Limited, the Bankers to the
Offer and their branches and the registered office of the Investment Adviser (Arif Habib Investment Management Limited). In
addition, the Offering Document and application forms are also available on the website of the Investment Adviser
(www.arifhabib.com.pk/PSAF/index.asp).
12. Applications are not to be made by minors and persons of unsound mind.
13. Joint applications from more than four persons will not be accepted. In case of joint applications each party must sign the
application form and submit copies of attested National Identity Card/Passport (in case of overseas Pakistanis & foreign nationals).
The Certificates will be dispatched to the person whose name appears first on the application form. In case of credit to a CDS
investor account or sub-account, the name of the person who appears first in the application form must also be contained in the title
of the CDS account. The certificates will be credited to the respective CDS account. Where any amount is refundable, in whole or
in part, the same will be refunded by cheque by post, or through the bank where the application was lodged, to the person named
first on the application form, without interest, profit or return.
14. Banks/member of the stock exchanges are not allowed to make application for certificates of the value of Rs.10,000/- on account of
their clients/depositors except in the case of overseas Pakistanis. Such applications will be made by the subscriber himself,
complete in all respects and shall be certified by the Bank Manager as provided in the application form . Certificates in respect of
such applications shall be issued in the name of the applicant and sent to the postal address stated in the application or the address
of the bank through which the application was tendered, while in the case of CDS, it will be credited to the respective CDS account.
These will not be issued in the name of aforesaid bank/member of stock exchange.
15. Applications for certificates above the total value of Rs. 10,000/- may be made by banks/member of the stock exchanges on behalf
of their clients/depositors but must contain all the information in respect of each client/depositor on the application form. All such
applications made by banks/members of the stock exchanges must also be certified by the Bank Manager concerned as provided in
the application form. Certificates in respect of such applications will be made in the name of banks/member of the stock exchanges
on account of the client/depositor and the relevant Certificates and advice for refunds will be sent to the bank/stock exchange
member concerned.
16. No receipt will be issued for payment made with the application but an acknowledgement will be forwarded in due course either by
issuance of Certificates in whole or in part or by return of the money paid with the application. The Bankers to the Offer will issue
provisional acknowledgement for applications lodged with them. No interest or profit will be payable in respect of the refunded
amount.
17. It would be permissible for a bank to refund subscription money to unsuccessful applicants having an account in their bank by
crediting such account instead of remitting the same by cheque, pay order or bank draft. Applicants therefore, should not fail to give
their bank account numbers.
18. Allotment shall be made in accordance with the instructions of the Securities & Exchange Commission of Pakistan.
19. Applications shall be subject to pre-ballot as well as post-ballot scrutiny. Applications that do not meet with the above
requirements, or applications that are incomplete will be rejected. Subscription money in respect of rejected applications shall not
be refunded without the approval of the Securities & Exchange Commission of Pakistan.
20. In case of application made by a banker or Stock Exchange member, the banker or Stock Exchange member shall obtain the
certificate from the applicant(s) in terms of paragraph 3 of the application form and forward the same in original to the company
with the application.
21. Making of any false statement in the application or willfully embodying incorrect information therein will make the
applicant or the bank liable to legal action.
22. Fictitious and multiple applications are prohibited and such application money shall be liable to confiscation under section
18A of the Securities and Exchange Ordinance, 1969.
23. The basis of allotment shall be as follows:
a) The public offer is divided among the following categories of subscribers:
(i) For 1,000 Certificates Rs. 10,000 25% of the issue
(ii) For 2,500 Certificates Rs. 25,000 25% of the issue
(iii) For 5,000 Certificates Rs. 50,000 25% of the issue
(iv) For 10,000 Certificates Rs.100,000 25% of the issue
and multiples thereof and multiples
- 40 -
b) If an application is received for an amount that does not fall within one of these categories, provided it is for 1,000
Certificates or more, it will entertained in a category lower than the amount applied for.
c) In each of these categories 20% is reserved for non-resident Pakistanis, 5% is reserved for employees of Arif Habib
Group companies and the remaining 75% is reserved for the general public. Non-resident Pakistanis and employees of
Arif Habib Group companies shall not be allotted any Certificates above their reservations.
d) If the Certificates to be issued to the general public are sufficient for the purpose, all applications shall be accommodated.
e) In case of over/under subscription of categories, the applicants of over- subscribed category will be allotted the
Certificates of under-subscribed category. First preference will be given to applicants of 1,000 certificates, then 2,500
certificates, then 5,000 certificates and then 10,000 certificates category.
f) In case of Categories (i), (ii) and (iii), if the Certificates applied for by applicants are in excess of the Certificates offered
to them, the distribution shall be made by computer balloting separately within each category, in the presence of
representatives of the stock exchanges.
g) In case of category (iv), on over-subscription each application will be reduced to 10,000 certificates and any reserved
amount remaining shall be allotted on pro-rata basis to applicants who applied for certificates in multiples of 10,000
certificates. If on reduction the category is still over-subscribed, a ballot will take place and only 10,000 certificates will
be entered in ballot for each application.
h) Any certificates left unsubscribed after allotment as aforesaid shall be allotted on pro-rata basis to applicants who applied
for certificates in multiples of 10,000 certificates.
LOCAL BANKERS TO THE ISSUE

1. Allied Bank of Pakistan Limited 12. Muslim Commercial Bank Limited
2. Bank Al- Falah Limited 13. National Bank of Pakistan Limited
3. Bank Al-Habib Limited 14. PICIC Commercial Bank Limited
4. Bolan Bank Limited 15. Prime Commercial Bank Limited
5. Crescent Commercial Bank Limited 16. Saudi Pak. Commercial Bank Limited
6. Faysal Bank Limited 17. Soneri Bank Limited
7. First Women Bank Limited 18. Standard Chartered Bank
8. Habib Bank Limited 19. The Bank of Khyber
9. Habib Bank A.G. Zurich 20. The Bank of Punjab
10. KASB Bank Limited 21. United Bank Limited
11. Metropolitan Bank Limited
OVERSEAS BANKERS TO THE ISSUE
1. Habib Bank Limited, Bahrain 3. Habib Bank Limited, UAE
2. Habib Bank Limited, Oman
CODE OF OCCUPATION
01 Business 02 Business Executives
03 Service 04 Housewives
05 Household 06 Professional
07 Student 08 Agriculturist
09 Industrialist 10 Others
- 41 -
19. DEFINITIONS
Unless the context requires otherwise the following words or expressions shall have the meaning respectively assigned to them viz.:
“Accounting Date” means the date 30th June in each year and any interim dates at which the financial statements of the Fund are drawn
up. Provided, however, that the Adviser may, with the consent of the Trustee and after obtaining approval of the SECP and the
Commissioner of Income Tax, change such date to any other date.
“Accounting Period” means a period ending on and including an Accounting Date and commencing (in case of the first such period) on
the date on which the Fund Property is first paid or transferred to the Trustee and (in any other case) from the end of the preceding
Accounting Period.
“Adviser” means Investment Adviser.
“Auditors” means, such audit firm that is appointed as the auditor of PSAF.
“Authorized Investment” means investments transacted, issued, traded or listed inside or outside Pakistan and includes any of the
following:
• Securities, shares, stock, bonds, debentures, debenture stock, warrants, options, participation term certificates, modaraba
certificates, musharika certificates, term finance certificates, convertible bonds and other asset backed or mortgage backed
securities. Such investments shall include those for ready settlement as well as those for future settlement;
• Treasury bills and other government securities;
• Money market instruments including certificates of deposit and bankers’ acceptances, inter-bank transactions, commercial
paper, repurchase transactions (REPOs) and reverse REPOs including Carry Over Transactions (COT). Purchase or sale of a
security for ready settlem ent and the reverse thereof (sale or purchase, as the case may be) for future settlement. Carry Over
Transaction (COT) is a form of financing transacted through the Stock Exchange. It consists of two simultaneous
transactions, the first for purchase of an underlying security (shares) on the settlement date scheduled for the security and
the second for selling back the security at a higher price for a subsequent settlement date;
• Deposits with scheduled banks including deposits in currencies other than the Pakistan Rupee;
• Certificates in any other unit trust schemes or stake in collective investment schemes except closed-end schemes or funds;
• Any other equity or debt security in respect of which permission to deal on a stock exchange is effective;
• Investment in any equity or debt security that may or may not be listed on the Stock Exchange but does not include bearer
security or any security that would involve assumption of unlimited liability;
• Other types of instruments after specific permission by the SECP. These other instruments will be subject to the NBFC
Rules, 2003 and other such ordinances and/or Rules and Regulations governing closed- end schemes and the Fund’s
Investment Objectives as given in Section 2.1 notwithstanding the investment restrictions as given in Section 2.3.
“Bank” means an institution providing banking services under the banking laws of Pakistan or if operating outside Pakistan, under
the banking laws of the jurisdiction of its operation outside Pakistan.
“Bank Accounts” mean those accounts the beneficial ownersh ip of which rest with the Certificate Holders and for which CDC has
been appointed the Trustee.
“Certificate”means one undivided share in PSAF.
“Certificate of holding” means the definitive certificate acknowledging the number of Certificates of the par value of Rs.10/
registered in the name of the Holder issued at the request of the Holder pursuant to the provisions of the Trust Deed.
“Certificate Holder” means the definitive certificate acknowledging the number of Certificates of the par value of Rs.10/
registered in the name of the Holder issued at the request of the Holder pursuant to the provisions of the Trust Deed.
“Connected Person” shall have the same meaning as in the Rules.
“Constitutive Document” means this Trust Deed which is the prin cipal Document governing the formation management or
operation of the Fund.
“Custodian” means a bank, the Central Depository Company, or any other Depository for the time being appointed by the Trustee
with the approval of the Adviser to hold and protect the Fund Property or any part thereof as custodian on behalf of the Trustee; the
Trustee may also itself provide custodial services for the Fund with the approval of the Adviser at competitive terms, as part of the
normal line of its business.
“Duties and Charges” means in relation to any particular transaction or dealing all stamp and other duties, taxes, Government
charges, transfer fees, registration fee and other duties and charges in connection with the issue, sale, transfer, sale, transfer,
cancellation or replacement of a Certificate or otherwise which may have become or may be payable in respect of or prior to or
upon the occasion of the transaction or dealing in respect of which such duties and charges are payable.
- 42 -
“Formation Cost” means all prelimin ary and floatation expenses of the PSAF including expenses in connection with authorization
of the Scheme, execution and registration of the Constitutive Document, issue, legal costs, printing, circulation and publication of
the Offering Document, announcements describing the Fund inviting investment therein and all expenses incurred during the period
leading up to the initial issue of Certificates.
“Fund’s Auditors” mean the Auditors.
“Fund Property” means the aggregate proceeds of the sale of all after deducting therefrom or providing thereagainst any expenses
chargeable to the Fund; and includes the Investment and all income, profit and other benefits arising therefrom and all cash and
other assets movable or immovable and property of every description for the time being held or deemed to be held upon trust by the
Trustee for the benefit of the Certificate Holders pursuant to the Trust Deed but does not include any amount standing to the credit
of the Distribution Account.
“Initial Public Offering” or “IPO ” means the offering of Certificates to the general public pursuant to permission for listing of the
certificates on the stock exchange(s).
“Investment” means any Authorized Investment forming part of the Fund Property.
“Net Assets” means the excess of assets over liabilities of the Fund, such excess being computed in the manner specified in Section
10.3 above.
“Net Asset Value” means per Certificate Value of the Fund arrived at by dividing the Net Assets by the number of Certificates
outstanding.
“Offering Document” means a document containing information on PSAF calculated to invite offer by the public for purchase of
the Certificates in the scheme.
“Ordinance” means Companies Ordinance 1984.
“Par Value” means the initial offer price of a Certificate that shall be ten Rupees.
“Pakistan Strate gic Allocation Fund”,” Fund”, “PSAF”, "Trust”, “Scheme” or “Closed-end Scheme” means the Trust
constituted by the Trust Deed.
“Personal Law” means the law of inheritance and succession as applicable to the individual Certificate Holder.
“Pre-IPO Inve stor(s)” means the investor(s) that have subscribed to the fund before the Initial Public Offering.
“Register” means the Register of the Holders kept pursuant to the Rules and the Trust Deed.
“Registrar” means an organization that the Adviser shall appoint for performing the Registrar Function.
“Registrar Functions” means the functions with regard to:
• Maintaining the Register;
• Processing requests for issue, transfer and transmission of Certificates and requests for recording of lien or for
recording of changes in data with regard to the Certificate Holders;
• Dispatching income distribution warrants and bank transfer intimations;
“Rules” means the Non-Bank Finance Companies (Establishment and Regulation) Rules, 2003, as amended or replaced from time
to time.
“SECP” means the Securities and Exchange Commission of Pakistan set up under Securities and Exchange Commission of
Pakistan Act, 1997.
“Stock Exchange” means Karachi Stock Exchange, Lahore Stock Exchange, Islamabad Stock Exchange or any other stock
exchange registered under the Securities and Exchange Ordinance 1969.
“Trust” means closed- end scheme, scheme, or Fund established by a deed under the provision of Trust Act, 1882 at Karachi, on 26
May 2004 by and between Arif Habib Investment Management Company, as Investment Adviser and Central Depository Company
of Pakistan Limited, as Trustee to establish and operate under the name and title of PAKISTAN STRATEGIC ALLOCATION
FUND.
- 43 -
20. SIGNATORIES TO THE O FFERING DOCUMENT
Name Position in Investment Signatures

Adviser
Mr. Arif Habib Chairman
Mr. John Kirkham Vice- Chairman
Mr. Nasim Beg Chief Executive
Mr. Asadullah Khawaja Director
Mr. Sirajuddin Cassim Director
Mr. Muhammad Yousuf Director
Mr. Samad A. Habib Director
Dated: 26 July 2004

Place: Karachi, Pakistan
Witness: __________________________________________
- 44 -
Address: Arif Habib Investment Management Limtied
NIC No.: _____42101 – 6357807-_______________________
- 45 -
ANNEXURE A: LIST OF MATERIAL CONTRACTS
TRUST D EED
• Deed of trust signed between Arif Habib Investment Management Limited (as Investment Adviser) and Central Depositary Company of
Pakistan Limited (as Trustee) dated 26 May 2004 to form the Pakistan Strategic Allocation Fund. The Investment Adviser shall manage
the investment of the Funds under certain restrictions and will receive a monthly fee not exceeding 3.0% per annum of the average daily
net asset value for the first five years and 2.0% thereafter. The Trustee will hold the fund assets under trust and will receive a monthly
remuneration equivalent to 0.02%-0.05% of the average daily net assets of the fund per annum depending on the net assets of the Fund.
UNDERWRITING AGREEMENTS
• Agreement with M/s. Aqeel Karim Dhedhi Securities (Pvt.) Ltd. dated 3rd June, 2004 to underwrite 5,000,000 certificates at Rs. 10 per
certificate for a fee of 0.5% with a take- up fee of 0.5%.
• Agreement with M/s. Bank AL Habib Limited dated 3rd June, 2004 to underwrite 5,000,000 certificates at Rs. 10 per certificate for a fee
of 0.5% with a take- up fee of 0.5%.
• Agreement with M/s. Bolan Bank Limited dated 3rd June, 2004 to underwrite 5,000,000 certificates at Rs. 10 per certificate for a fee of
0.5% with a take- up fee of 0.5%.
• A greement with M/s. Dewan Salman Fibre Limited dated 24 th May, 2004 to underwrite 5,000,000 certificates at Rs. 10 per certificate for
a fee of 0.5% with a take-up fee of 0.5%.
• Agreement with M/s. First Dawood Investment Bank Limited dated 24th May, 2004 to underwrite 5,000,000 certificates at Rs. 10 per
• Agreement with M/s. Ibrahim Agencies (Pvt.) Ltd. dated 24 th May, 2004 to underwrite 5,000,000 certificates at Rs. 10 per certificate for
• Agreement with M/s. Javed Omer Vohra & Company Limited dated 31st May, 2004 to underwrite 5,000,000 certificates at Rs. 10 per
• Agreement with M/s. Lucky Energy (Pvt.) Ltd. dated 3rd June, 2004 to underwrite 5,000,000 certificates at Rs. 10 per certificate for a fee
• Agreement with M/s. Metro Securities (Pvt.) Ltd. dated 24th May, 2004 to underwrite 5,000,000 certificates at Rs. 10 per certificate for a
fee of 0.5% with a take-up fee of 0.5%.
• Agreement with M/s. National Investment Trust Ltd. dated 3 rd June, 2004 to underwrite 5,000,000 certificates at Rs. 10 per certificate for
• Agreement with M/s. Sapphire Fibres Limited dated 28 th May, 2004 to underwrite 5,000,000 certificates at Rs. 10 per certificate for a fee
• Agreement with M/s. Siddiqsons Denim Mills Limited dated 31 st May, 2004 to underwrite 5,000,000 certificates at Rs. 10 per certificate
for a fee of 0.5% with a take-up fee of 0.5%.
• Agreement with M/s. Bulk Management (Pakistan) Private Limited dated 31 st May, 2004 to underwrite 3,000,000 certificates at Rs. 10
per certificate for a fee of 0.5% with a take- up fee of 0.5%.
• Agreement with M/s. Security Leasing Corporation Limited dated 1st June, 2004 to underwrite 3,000,000 certificates at Rs. 10 per
• Agreement with M/s. Crescent Steel & Allied Products Limited dated 7th June, 2004 to underwrite 2,500,000 certificates at Rs. 10 per
• Agreement with M/s. Saudi Pak Commercial Bank Limited dated 28th May, 2004 to underwrite 2,500,000 certificates at Rs. 10 per
• Agreement with M/s. Shakarganj Sugar Mills Limited dated 3rd June, 2004 to underwrite 2,500,000 certificates at Rs. 10 per certificate
• Agreement with Crescent Commercial Bank Ltd. dated 3rd June, 2004 to underwrite 1,000,000 certificates at Rs. 10 per certificate for a
fee of 0.5% with a take-up fee of 0.5%.
• Agreement with M/s. Noman Abid & Company Limited dated 3rd June, 2004 to underwrite 500,000 certificates at Rs. 10 per certificate
PR E- IPO INVESTMENT AGREEMENTS

The Fund has investment agreements with the following pre-IPO investors to invest the respective amounts at least 7 days before the
publication date of the Offering Document and to hold at least 15% of the certificates so purchased for at least 2 years from the date of
publication of the Offering Document.
- 46 -
Companies # of Certificate Value (Rs.) Agreement Date
The Bank of Punjab 15,000,000 150,000,000 13-Jul-04
Bank Al Habib Limited 12,500,000 125,000,000 7-Jun-04
Bolan Bank Limited 10,000,000 100,000,000 5-Jun-04
Habib Bank Limited 7,500,000 75,000,000 21-Jul-04
Askari Commercial Bank Limited 5,000,000 50,000,000 22-Jun-04
Metropolitan Bank Limited 5,000,000 50,000,000 3-Jun-04
Pakistan Industrial Credit & Investment Corp. 5,000,000 50,000,000 7-Jun-04
Saudi Pak Ind. & Agricultural Inv. Co. (Pvt.) Ltd. 5,000,000 50,000,000 19-Jul-04
PICIC Commercial Bank Limited 4,000,000 40,000,000 22-Jun-04
The Bank of Khyber 3,000,000 30,000,000 14-Jun-04
Bank Al-Falah Limited 2,500,000 25,000,000 9-Jun-04
Dawood Bank Ltd. 2,500,000 25,000,000 19-Jul-04
National Bank of Pakistan Limited 2,500,000 25,000,000 30-Jun-04
Prime Commercial Bank Ltd. 2,500,000 25,000,000 15-Jun-04
Saudi Pak Commercial Bank Limited 2,500,000 25,000,000 1-Jun-04
Soneri Bank Limited 2,500,000 25,000,000 12-Jun-04
Union Bank Limited 2,500,000 25,000,000 3-Jun-04
Pak Oman Investment Company Limited 1,500,000 15,000,000 30-Jun-04
First Women Bank Limited 1,000,000 10,000,000 8-Jun-04
Pak Kuwait Investment Company Ltd. 1,000,000 10,000,000 15-Jun-04
- 47 -
United Bank Limited 1,000,000 10,000,000 8-Jun-04
Faysal Bank Ltd. 200,000 2,000,000 16-Jul-04
Security Leasing Corporation Limited 3,000,000 30,000,000 8-Jun-04
Atlas Investment Bank Limited 2,500,000 25,000,000 7-Jun-04
Orix Leasing Limited 2,500,000 25,000,000 9-Jun-04
Escorts Investment Bank Limited 2,000,000 20,000,000 3-Jun-04
NBP Capital Limited 2,000,000 20,000,000 4-Jun-04
Dawood Investment Bank Limited 1,500,000 15,000,000 12-Jun-04
Crescent Standard Investment Bank Limited 1,000,000 10,000,000 12-Jun-04
New Jubilee Insurance Company Limited 1,000,000 10,000,000 3-Jun-04
New Jubilee Life Insurance Company Limited 1,000,000 10,000,000 3-Jun-04
Orix Investment Bank Pakistan Limited 1,000,000 10,000,000 5-Jun-04
Saudi Pak Leasing Co. Ltd. 1,000,000 10,000,000 3-Jun-04
Shirazi Investments (Pvt.) Limited 1,000,000 10,000,000 24-Jun-04
First National Bank Modaraba 500,000 5,000,000 10-Jun-04
Shaheen Insurance Co. Ltd. 500,000 5,000,000 10-Jun-04
Adamjee Insurance Company Limited 400,000 4,000,000 7-Jun-04
Century Insurance Company Limited 300,000 3,000,000 26-July -04
B.R.R. International Mordaraba 250,000 2,500,000 18-Jun-04
Guardian Leasing Modaraba 250,000 2,500,000 15-Jun-04
- 48 -
International General Insurance Co. of Pakistan Ltd. 250,000 2,500,000 17-Jun-04
Pak Venture Capital Limited 250,000 2,500,000 18-Jun-04
Mr. Suleiman Ahmed Al Hoqani 10,000,000 100,000,000 10-Jun-04
First National Company of Oman 5,000,000 50,000,000 26-July -04
Arab Emirat Investment Bank 2,500,000 25,000,000 26-July -04
Magenta International Ltd. 1,300,000 13,000,000 7-Jun-04
Mr. Mohammad Rashid Ashraf & Family 2,040,908 20,409,080 26-July -04
Javed Omer Vohra & Co. 16,909,092 169,090,920 10-Jun-04
Motiwala Securities 10,000,000 100,000,000 18-Jun-04
Noman Abid & Co. (Pvt.) Ltd. 3,000,000 30,000,000 5-Jun-04
Salim Chamdia Securities (Pvt.) Ltd. 2,000,000 20,000,000 7-Jun-04
DJM Securities (Pvt.) Ltd. 1,000,000 10,000,000 17-Jun-04
Fawad Yousuf Securities 1,000,000 10,000,000 8-Jun-04
Intermarket Securities Ltd. 1,000,000 10,000,000 3-Jun-04
T ime Securities (Pvt.) Ltd. 500,000 5,000,000 25-Jun-04
Mr. Adeel Zafar 500,000 5,000,000 16-Jul-04
Mr. Ashraf Adhi 500,000 5,000,000 17-Jul-04
Mr. Firozuddin A. Cassim 500,000 5,000,000 30-Jun-04
S C Securities (Private) Ltd. 250,000 2,500,000 15-Jul-04
Army Welfare Services 5,000,000 50,000,000 7-Jun-04
- 49 -
Bulk Management Pakistan (Pvt.) Ltd. 3,000,000 30,000,000 18-Jun-04
Nishat Mills Ltd 2,500,000 25,000,000 8-Jun-04
Siddiqsons Denim Mills Ltd. 2,500,000 25,000,000 12-Jun-04
Crescent Steel & Allied Products Ltd. 1,250,000 12,500,000 15-Jun-04
Shakarganj Mills Limited 1,250,000 12,500,000 15-Jun-04
Gatron (Industries) Ltd. 1,000,000 10,000,000 17-Jul-04
Pakistan Security Printing Corporation (Pvt.) Ltd. 1,000,000 10,000,000 7-Jul-04
Sattar Private Ltd. 1,000,000 10,000,000 23-July-04
Shafi Private Limited. 1,000,000 10,000,000 25-Jun-04
The Bank of Khyber Gratuity Fund 1,000,000 10,000,000 14-Jun-04
Murree Brewery Company Ltd. 500,000 5,000,000 19-Jul-04
Lakson Tobacco Co. Ltd. Employees Gratuity Fund 320,000 3,200,000 26-July -04
Colgate Palmolive-Employees Gratuity Fund 300,000 3,000,000 26-July -04
Perac Reserarch & Development Foundation 300,000 3,000,000 7-Jun-04
D. P. Edulji & Co. 250,000 2,500,000 16-Jul-04
Hinopak Motors Employees Gratuity Fund 200,000 2,000,000 15-Jun-04
Century Paper & Board Employees Gratuity Fund 80,000 800,000 26-July -04
Mr. Muhammad Aslam Motiwala 15,000,000 150,000,000 18-Jun-04
Mr. Shahzad Shahbaz 2,000,000 20,000,000 10-Jun-04
Mr. Bashir Ali Mohammad 1,000,000 10,000,000 17-Jul-04
- 50 -
Mr. Shahid Ali Habib 1,000,000 10,000,000 15-Jul-04
Mr. Yousuf Yaqoob Kolia 1,000,000 10,000,000 9-Jun-04
Mr. Ghous Akber 750,000 7,500,000 23-July -04
Mr. Haji Haroon Kapadia 600,000 6,000,000 7-Jun-04
Mr. Abdul Latif Ibrahim Jamal 500,000 5,000,000 30-Jun-04
Mr. Ashraf Noorani 500,000 5,000,000 9-Jul-04
Mr. Nasim Shafi 500,000 5,000,000 15-Jul-04
Mr. Noor Mohammed 500,000 5,000,000 24-Jun-04
Mr. S. M. Jawed 500,000 5,000,000 12-Jun-04
Mr. S. M. Muneer 500,000 5,000,000 12-Jun-04
Mr. S. M. Pervez 500,000 5,000,000 12-Jun-04
Mr. S. M. Tariq 500,000 5,000,000 12-Jun-04
Mr. Tajammul Hussain 400,000 4,000,000 15-Jun-04
Mr. Imran Tajummal 300,000 3,000,000 10-Jun-04
Mr. Shahzad Naseer 250,000 2,500,000 12-Jun-04
Mr. S. M. Naveed 250,000 2,500,000 12-Jun-04
Mr. Ehsan Ullah Khan 100,000 1,000,000 18-Jun-04
Mr. Abdul Rehman Allibhoy 100,000 1,000,000 1-June-04
Mr. Mohammad Arshad 100,000 1,000,000 30-Jun-04
Ms. Maria A. Tapal 100,000 1,000,000 4-Jun-04
- 51 -
Annexure B: Financial Information
12 August 2004
Dated:___________________
The Board of Directors

Arif Habib Investment Management Limited
Karachi
We confirm that Rs. 2,250 million have been received as subscription money by Pakistan Strategic Allocation Fund from
Arif Habib Investment Limited and others as follows:
NameofInvestor Numberof Investment

certificate (Rupees)
The Bank of Punjab 15,000,000 150,000,000
Bank Al Habib Limited 12,500,000 125,000,000
Bolan Bank Limited 10,000,000 100,000,000
Habib Bank Limited 7,500,000 75,000,000
Saudi Pak Industrial & Agricultural Investment Co. (Pvt.)
Limited 5,000,000 50,000,000
Askari Commercial Bank Limited 5,000,000 50,000,000
Metropolitan Bank Limited 5,000,000 50,000,000
Pakistan Industrial Credit & Investment Corporation 5,000,000 50,000,000
PICIC Commercial Bank Limited 4,000,000 40,000,000
The Bank of Khyber 3,000,000 30,000,000
Bank Alfalah Limited 2,500,000 25,000,000
National Bank of Pakistan 2,500,000 25,000,000
Prime Commercial Bank Limited 2,500,000 25,000,000
Saudi Pak Commercial Bank Limited 2,500,000 25,000,000
Soneri Bank Limited 2,500,000 25,000,000
Union Bank Limited 2,500,000 25,000,000
Dawood Bank Limited 2,500,000 25,000,000
Pak Oman Investment Company (Pvt.) Limited 1,500,000 15,000,000
Allied Bank of Pakistan Limited 1,000,000 10,000,000
First Women Bank Limited 1,000,000 10,000,000
Pak Kuwait Investment Company (Pvt.) Limited 1,000,000 10,000,000
United Bank Limited 1,000,000 10,000,000
Faysal Bank Limited 200,000 2,000,000
Security Leasing Corporation Limited 3,000,000 30,000,000
Atlas Investment Bank Limited 2,500,000 25,000,000
Orix Leasing Limited 2,500,000 25,000,000
Escort Investment Bank Limited 2,000,000 20,000,000
NBP Capital Limited 2,000,000 20,000,000
First Dawood Investment Bank Limited 1,500,000 15,000,000
Crescent Standard Investment Bank Limited 1,000,000 10,000,000
New jubilee Insurance Company Limited 1,000,000 10,000,000
51
NameofInvestor Numberof Investment
certificate (Rupees)
New jubilee Life Insurance Limited 1,000,000 10,000,000
Orix Investment Bank Pakistan Limited 1,000,000 10,000,000
Saudi Pak Leasing Co. Limited 1,000,000 10,000,000
Shirazi Investment (Pvt.) Limited 1,000,000 10,000,000
First National Bank Modaraba 500,000 5,000,000
Shaheen Insurance Co. Limited 500,000 5,000,000
Adamjee Insurance Company Limited 400,000 4,000,000
Century Inturance Company Limited 300,000 3,000,000
B. R. R. International Mordaraba 250,000 2,500,000
Guardian Leasing Modaraba 250,000 2,500,000
Internation General Insurance Co. of Pakistan Limited 250,000 2,500,000
Pakistan Venture Capital Limited 250,000 2,500,000
Mr. Suleiman Ahmed Al Hoqani 10,000,000 100,000,000
First National Company of Oman 5,000,000 50,000,000
Arab Emirat Investment Bank 2,500,000 25,000,000
Mr. Mohammad Rashid Ashraf & Family 2,040,908 20,409,080
Magenata International Limited 1,300,000 13,000,000
Javed Omer Vohra & Co. 16,909,092 169,090,920
Motiwala Securities (Pvt.) Limited 10,000,000 100,000,000
Noman Abid & Co. Limited 3,000,000 30,000,000
Salim Chamdia Securities (Pvt.) Limited 2,000,000 20,000,000
DJM Securities (Pvt.) Limited 1,000,000 10,000,000
Fawad Yousuf Securities 1,000,000 10,000,000
Intermarket Securities Limited 1,000,000 10,000,000
Time Securities (Pvt.) Limited 500,000 5,000,000
Mr. Firozuddin A. Cassim 500,000 5,000,000
Mr. Adeel Zafar 500,000 5,000,000
Mr. Ashraf Adhi 500,000 5,000,000
S. C. Securities (Pvt) Limited 250,000 2,500,000
Army Welfare Services 5,000,000 50,000,000
Bulk Management (Pakistan) (Pvt) Limited 3,000,000 30,000,000
Nishat Mills Limited 2,500,000 25,000,000
Siddiqsons Denim Mills Limited 2,500,000 25,000,000
Crescent Steel & Allied Products Limited 1,250,000 12,500,000
Shakarganj Mills Limited 1,250,000 12,500,000
Pakistan Security Printing Corporation Limited 1,000,000 10,000,000
Sattar (Private) Limited 1,000,000 10,000,000
Gatron (Indistries) Limited 1,000,000 10,000,000
Shafi (Private) Limited 1,000,000 10,000,000
The Bank of Khyber Gratuity Fund 1,000,000 10,000,000
Murree Brewery Company Limited 500,000 5,000,000
Lakson Tobacco Company Limited Employees Gratuity Fund 320,000 3,200,000
Perac Research & Development Foundation 300,000 3,000,000
52
Mr. Kumail A. Tapal 100,000 1,000,000 4-Jun-04
Family Members of Mr. Omar Faruque 100,000 1,000,000 23-July -04
- 52 -
ANNEXURE C: CDC’S TA RIFF STRUCTURE FOR TRUSTEESHIP OF CLOSED- END SCHEME
The Trustee remuneration sh all consist of reimbursement of actual custodial expenses/charges plus the following tariff:
Amount of Funds Under Management (Average Tariff per annum

NAV)
Up to Rs. 250 million 0.20% p.a.
On amount exceeding Rs. 250 million up to Rs. 500 Rs. 500,000 plus 0.15% on amount exceeding Rs. 250.0 million
million
On amount exceeding Rs. 500 million up to Rs. 2,000 Rs. 875,000 plus 0.08% p.a. on amount exceeding Rs. 500 million
million
On amount exceeding Rs. 2,000 million up to Rs. 5,000 Rs. 2,075,000 plus 0.06% p.a. on amount exceeding Rs. 2,000
million million
On amount exceeding Rs. 5,000 million Rs. 3,875,000 plus 0.05% p.a. on amount exceeding Rs. 5,000
million
- 54 -

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TABLE OF CONTENTS

2. INVESTMENT OBJECTIVES AND RESTRICTIONS 5

3. OPERATORS AND PRINCIPALS 8

4. CHARACTERISTICS OF THE CERTIFICATES 17

9. DETAILS OF EXEMPTIONS, TAXES LEVIED ON PSAF 31

10. REPORTS AND ACCOUNTS 33

11. REPORTS TO THE CERTIFICATE HOLDERS 35

13. LIST OF DOCUMENTS AND WHERE THEY CAN BE INSPECTED 37

14. DATE OF PUBLICATION OF PROSPECTUS 37

15. INVESTMENT ADVISER RESPONSIBILITY FOR INFORMATION 37

16. PSAF NOT AUTHORIZED TO 37

17. TERMINATION OF CLOSED-END SCHEME 38

18. APPLICATION AND ALLOTMENT INSTRUCTIONS 39

20. SIGNATORIES TO THE OFFERING DOCUMENT 44

Name PAKISTAN STRATEGIC ALLOCATION FUND

Structure of Scheme Closed- end Scheme

Date of Publication 14 th August 2004

Date of Subscription 21 st August, 2004 to 24 th August, 2004 (both days inclusive)

Capital: No. of Certificates Face Value Total Amount (Rs.)

1) Pre-IPO 191,250,000 10.00 1,912,500,000

2) Made or Arranged by 33,750,000 10.00 337,500,000

3) Public Offer 75,000,000 10.00 750,000,000

Total Capital 300,000,000 10.00 3,000,000,000

Arif Habib Investment Management Limited (AHIM)

Central Depository Company of Pakistan Limited (CDC)

Gangjees Registrar Services (Pvt.) Limited

Arif Habib Securities Limited

Taseer Hadi Khalid & Company

Bawaney & Partners

Issue Price of Certificate Rs.10 per Certificate (par value)

Minimum Application 1,000 Certificates of Rs. 10/- each or Rs. 10,000

Date of creation of scheme 26 th May, 2004

1.1 OFFERING DOCUMENT

1.4 REGULATORY A PPROVAL

1.5 C LEARANCE OF O FFERING D OCUMENT

1.6 FILING OF THE O FFERING D OCUMENT

1.7 LISTING ON S TOCK EXCHANGES

2.1 INVESTMENT O BJECTIVES

2.2 INVESTMENT POLICY

2.2.1 Stock Market Investments

2.2.2 Fixed Income Investments

2.2.3 Other Investments

2.3 INVESTMENT R ESTRICTIONS

2.4 EXCLUSION TO I NVESTMENT R ESTRICTIONS

2.4.1 Specific Exclusions

2.4.2 Percentage Limits

2.5 D ESCRIPTION OF THE R ISKS INVOLVED

2.5.1 Risk Disclosure and Disclaimer

3.1 THE I NVESTMENT ADVISER

3.1.1 Funds Managed by AHIM

3.1.1.1 Pakistan Stock Market Fund

3.1.1.2 Pakistan Income Fund

3.1.1.3 Metro- Bank Pakistan Sovereign Fund

3.1.1.5 Pakistan Capital Market Fund

3.1.2 The Principal Shareholder of AHIM

3.1.3 Board of Directors of AHIM

Name Position Other Directorships Occupation Address

3.1.4 Financial Summary of Listed Companies Having Common Directors

3.1.4.2 Century Insurance

3.1.4.4 Haroon Oils Limited

3.1.4.5 First International Investment Bank Limited

3.1.4.6 Wazir Ali Industries Limited