Date of issue: 23 February 2009

Prospective Investors in the Shariah Top 40 Index ETF Portfolio, as with any other exchange traded fund, should ensure that theyfully understand the nature of the Shariah 40 Securities and the extent of their exposure to risk and that they consider thesuitability of the Shariah 40 Securities as an investment in light of their own circumstances and financial position. The JSE’sapproval of the listing of any Shariah 40 Securities should not be taken in any way as an indication of the merits of eitherNewFunds or the Shariah 40 Securities. The JSE has not verified the accuracy or truth of the contents of the documentationsubmitted to it and, to the extent permitted by law, the JSE will not be liable for any claim of whatever kind. Claims against theJSE Guarantee Fund may only be made in respect of trading in Shariah 40 Securities on the JSE and in accordance with the rulesof the Guarantee Fund and can in no way relate to the new issue of Shariah 40 Securities.

A copy of this Portfolio Supplement, in the English language, accompanied by a copy of the Offering Circular, is available at theregistered office of NewFunds (Proprietary) Limited and on the NewFunds website, www.newfunds.co.za.

THIS DOCUMENT (“PORTFOLIO SUPPLEMENT”) CONTAINS IMPORTANT INFORMATION ABOUT THE NEWFUNDSSHARIAH TOP 40 INDEX ETF PORTFOLIO IN THE NEWFUNDS COLLECTIVE INVESTMENT SCHEME AND ITSSECURITIES AND SHOULD BE READ CAREFULLY IN CONJUNCTION WITH THE OFFERING CIRCULAR ISSUED ON3 SEPTEMBER 2007 (AVAILABLE ON THE NEWFUNDS WEBSITE, www.newfunds.co.za) (“OFFERING CIRCULAR”)BEFORE INVESTING. IF YOU HAVE ANY QUESTIONS ABOUT THE CONTENTS OF THIS PORTFOLIO SUPPLEMENTYOU SHOULD CONSULT YOUR PROFESSIONAL ADVISOR.

The directors of NewFunds (Proprietary) Limited, whose names are set out on pages 8 and 9 of the Offering Circular, collectively andindividually accept full responsibility for the accuracy of the information contained in this Portfolio Supplement and certify that, to thebest of their knowledge and belief, no facts have been omitted, the omission of which would make any statement in this PortfolioSupplement false or misleading, they have made all reasonable enquiries to ascertain such facts and the Portfolio Supplement contains allinformation required by law and the Listings Requirements of the JSE Limited (“JSE”). Save as disclosed in this Portfolio Supplement therehas been no material change and no material new matter that has arisen since the publication of the Offering Circular.

NEWFUNDS SHARIAH TOP 40 INDEX ETF PORTFOLIO(a Portfolio under the NewFunds Collective Investment Scheme established as such on 20 January 2009

in terms of the Collective Investment Schemes Control Act, 2002)(the “Shariah Top 40 Index ETF Portfolio”)

JSE abbreviated name: “Shariah40” symbol: “NFSH40” ISIN code: ZAE000130431

PORTFOLIO SUPPLEMENTrelating to an initial offer (“Initial Offer”) to subscribe for participatory interests in the NewFunds Shariah Top 40 Index ETF Portfolioof NewFunds over the FTSE/JSE Shariah Top 40 Index (“Participatory Interests” or “Shariah 40 Securities”), in respect of CashSubscriptions, at a price per Participatory Interest equal to the net asset value per Shariah 40 Security on the business day immediatelypreceding the Listing Date (excluding any transaction or brokerage costs, fees and other expenses), which in turn equates to approximately1/1 000th of the average Index Level during the Ramp-up Period or, in respect of In Specie Subscriptions, by delivery of one or more Basketsentitling the Investor to one Block of Participatory Interests per Basket delivered on the terms and conditions set out in the OfferingCircular as read together with this Portfolio Supplement. Shariah 40 Securities, which will rank pari passu upon their issue, have beenapproved for listing by the JSE in the Exchange Traded Funds sector of the JSE.

Opening date of Initial Offer at 9:00 on: Monday, 23 February 2009Closing date of Initial Offer at 12:00 on*: Friday, 20 March 2009 LAs issued**: Monday, 23 March 2009Ramp-up period in respect of Cash Subscriptions commences: Monday, 23 March 2009 Last day to trade in order to deliver Baskets in respect of In Specie applications: Monday, 23 March 2009 Announcement of conversion ratio in respect of Initial Offer (Cash Subscriptions): Friday, 3 April, 2009 Listing of Shariah 40 Securities† from commencement of trading (9:00) on: Monday, 6 April 2009

* Applicants should contact their broker or CSDP to ascertain the timing for submission of applications as this will vary dependant on the brokeror CSDP in question.

** One letter of allotment (“LA”) will be issued for every one Rand subscription against a subscriber’s CSDP or broker account being debited withthe Rand amount. Once the Baskets of Constituent Securities have been acquired on behalf of the Shariah Top 40 Index ETF Portfolio, Stratewill convert the LAs to Shariah 40 Securities in the CSDP accounts in accordance with the conversion ratio to be published on SENS.

† Shariah 40 Securities will be issued in dematerialised format only.

Corporate Advisor, Legal Advisor and Sponsor Co-originator Co-originator

Words used in this section shall have the same meaning as defined on pages 5 to 8 of this Portfolio Supplement, unless theyare defined in this section or the use thereof is clearly inappropriate from the context.

The advisors of the Manager have not separately verified the information contained in this Portfolio Supplement. Accordingly, norepresentation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the advisors as to theaccuracy or completeness of the information contained in this Portfolio Supplement or any other information provided by theManager in connection with NewFunds. The advisors do not accept any liability in relation to the information contained in thisPortfolio Supplement or any other information provided by the Manager in connection with the Participatory Interests.

No person has been authorised to give any information or to make any representation not contained in or not consistent with thisPortfolio Supplement or any other information supplied in connection with NewFunds and, if given or made, such information orrepresentation must not be relied upon as having been authorised by the Manager or any of its advisors.

This Portfolio Supplement and any other information supplied in connection with NewFunds does not constitute the rendering offinancial or investment advice by the Manager or any of its advisors and is not intended to provide the basis of any credit or otherevaluation. This Portfolio Supplement and such information merely contains a description of certain facts at the date of this PortfolioSupplement and should not be considered as a recommendation by the Manager or its advisors that any recipient of this PortfolioSupplement or any other information supplied in connection with NewFunds should purchase any Participatory Interests.

Each investor contemplating purchasing any Participatory Interests should make its own independent investigation and appraisal ofthe financial condition and affairs of NewFunds.

Neither the delivery of this Portfolio Supplement nor any sale made in connection herewith shall, under any circumstances, createany implication that there has been no change in the affairs of NewFunds since the date hereof.

The delivery of this Portfolio Supplement does not at any time imply that the information contained herein is correct at any timesubsequent to the date hereof.

This Portfolio Supplement is to be read in conjunction with all documents incorporated herein by reference and should be read andunderstood on the basis that such documents are incorporated in and form part of this Portfolio Supplement.

This Portfolio Supplement does not constitute an offer to sell or the solicitation of an offer to buy any Participatory Interests in anyjurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. Neither the Manager nor anyof the professional advisors represents that this Portfolio Supplement may be lawfully distributed, or that any Participatory Interestsmay be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuantto an exemption available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular,no action has been taken by the Manager which would permit a public offering of any Participatory Interests or distribution of thisdocument in any jurisdiction where action for that purpose is required. Accordingly, no Participatory Interests may be offered or sold,directly or indirectly and neither this Portfolio Supplement nor any advertisement or other offering material may be distributed orpublished in any jurisdiction, except in compliance with any applicable laws and regulations and the Manager has represented thatall offers and sales by them will be made in compliance with this prohibition.

The distribution of this Portfolio Supplement and the offer or sale of Participatory Interests may be restricted by law in certainjurisdictions. Persons into whose possession this Portfolio Supplement or any Participatory Interests come must inform themselvesabout, and observe any such restrictions. In particular there are restrictions on the distribution of this Portfolio Supplement and theoffer or sale of Participatory Interests in the United States, the United Kingdom and the RSA.

The Participatory Interests have not been and will not be registered under the United States Securities Act of 1933 (the “SecuritiesAct”). Participatory Interests may not be offered, sold or delivered within the United States or to US persons except in accordancewith Regulations under the Securities Act.

1

TABLE OF CONTENTS

Page

1. CORPORATE INFORMATION 2

2. INTRODUCTION 4

3. INTERPRETATION 5

4. SALIENT DATES AND TIMES 9

5. SUBSCRIPTIONS FOR PARTICIPATORY INTERESTS (INITIAL OFFER) 10

6. SUBSCRIPTIONS AND REDEMPTIONS (SUBSEQUENT TO LISTING) 13

7. DESCRIPTION OF THE INDEX AND INDEX METHODOLOGY 14

8. INVESTMENT CONSIDERATIONS 16

9. SOUTH AFRICAN EXCHANGE CONTROL CONSIDERATIONS 17

10. SCHEDULE OF FEES AND COSTS 18

11. TAXATION CONSEQUENCES 20

12. GENERAL 22

ANNEXURE A – COMPOSITION OF THE INDEX 24

ANNEXURE B – SALIENT PROVISIONS OF THE SUPPLEMENTAL DEED 25

2

1. CORPORATE INFORMATION

Co-originator

Absa Bank Limited(Registration number 1986/004794/06)acting through the Absa Capital Division15 Alice LaneSandton, 2196(Private Bag X10056, Sandton, 2146)Contact: Vladimir NedeljkovicTelephone No: (011) 895-5367

Co-originator

Vunani Capital (Proprietary) Limited(Registration number 1998/001469/07)Vunani HouseBlock CAthol Ridge Office Park151 Katherine StreetSandton, 2196(PO Box 652419, Benmore, 2010)Contact: Butana KhozaTelephone No: (011) 263-9500

Corporate and legal advisor and sponsor

Java Capital (Proprietary) Limited(Registration number 2002/031862/07)2 Arnold RoadRosebank, 2196(P O Box 2087, Parklands, 2121)Contact: Marian GaylardTelephone No: (011) 283-0144/0079

Manager

NewFunds (Proprietary) Limited(Registration number 2005/034899/07)3rd Floor, Absa Towers East170 Main StreetJohannesburg, 2001(PO Box 5438, Johannesburg, 2000)Facsimile (011) 350-4009Contact: Ann van der WesthuizenTelephone (011) 895-5369

Auditors

KPMG Incorporated(Registration number 1999/021543/21)85 Empire RoadParktown, 2193(Private Bag 9, Parkview, 2122)Contact: Pierre FourieTelephone No: (011) 647-7083

Registered office of NewFunds

Absa Secretarial Services (Proprietary) Limited(Registration number 1973/014516/07)3rd Floor, Absa Towers East170 Main StreetJohannesburg, 2001(PO Box 5438, Johannesburg, 2000)Contact: Judith ChinkumbiTelephone No: (011) 350-3098

Registrar of Collective Investment Schemes

c/o Financial Services Board446 Rigel AvenueErasmusrand, 0181(PO Box 35655, Menlo Park, Pretoria, 0102)

Issuer CSDP

The Standard Bank of South Africa Limited(Registration number 1962/000738/06)25 Sauer StreetJohannesburg, 2001

Trustee

The Standard Bank of South Africa Limited(Registration number 1962/000738/06)20th Floor, Main TowerStandard Bank CentreHeerengrachtCape Town, 8001Contact: Mary GealeTelephone No: (021) 401-2286

Market maker

Absa Bank Limited(Registration number 1986/004794/06)acting through the Absa Capital division15 Alice LaneSandton, 2196(Private Bag X10056, Sandton, 2146)Contact: Frank FornasariTelephone No: (011) 895 5114

Company secretary of the Manager

Absa Secretarial Services (Proprietary) Limited(Registration number 1973/014516/07)3rd Floor, Absa Towers East170 Main StreetJohannesburg, 2001(PO Box 5438, Johannesburg, 2000)Contact: Judith ChinkumbiTelephone No: (011) 350-3098

3

Asset Manager

Vector Equities (Proprietary) Limited(Registration number 1997/004788/07)Vunani HouseBlock CAthol Ridge Office Park151 Katherine StreetSandton, 2196(PO Box 652419, Benmore, 2010)Contact person: Nadine KnightTelephone No: (011) 263-9528

Joint participating broker

Vunani Securities (Proprietary) Limited(Registration number 1997/010323/07)Vunani HouseBlock CAthol Ridge Office Park151 Katherine StreetSandton, 2196(PO Box 652419, Benmore, 2010)Contact: Nadine KnightTelephone No: (011) 263-9528

Joint participating broker

Absa Stockbrokers (Proprietary) Limited(Registration number 1973/010798/07)65 Empire RoadParktown, 2193(PO Box 1133, Auckland Park, 2006)Telephone No: (011) 647-0830

Administrator

Absa Bank Limited(Registration number 1986/004794/06)acting through the Absa Capital division15 Alice LaneSandton, 2196(Private Bag X10056, Sandton, 2146)Contact: Michael MgwabaTelephone No: (011) 895 6852

Issuing agent

Absa Bank Limited(Registration number 1986/004794/06)acting through the Absa Capital Investor Services divisionAbsa Towers North180 Commissioner StreetJohannesburg, 2001(PO Box 5013, Johannesburg, 2000)Contact: Wendy WoolletTelephone No: (011) 350-7672

Back office administrator

Advantage Asset Managers (Proprietary) Limited(Registration number 2004/023064/07)2nd Floor, The GabbaThe Campus57 Sloane StreetBryanston, 2021(PO Box 330, Gallo Manor, 2025)

4

2. INTRODUCTION

The Shariah Top 40 Index ETF Portfolio has been established with the intention of allowing an Investor to obtain marketexposure to the Constituent Companies in the FTSE/JSE Shariah Top 40 Index in an easily tradable form and to replicate asfar as possible the price and yield performance of the Index. All Participatory Interests issued by the Shariah Top 40 IndexETF Portfolio shall rank pari passu.

The FTSE/JSE Shariah Top 40 Index has been created and is jointly owned by the JSE and FTSE and is calculated on a dailybasis by FTSE.

FTSE and the JSE undertake joint responsibility for reviewing and implementing changes to the Constituent Securities andtheir weightings in accordance with the Ground Rules. Yasaar undertakes responsibility for ascertaining the Shariahcompliance of Constituent Securities and bases its compliance determinations upon data supplied by FTSE and the JSE thatis filtered by its proprietary software screens and then reviewed and approved by the Yasaar Shariah Board. Any additions tothe Index are subject to the approval of the Yasaar Shariah Board, which comprises prominent and experienced Shariahcompliant scholars with an excellent knowledge in Fiqh al-Muamalat (the Islamic law relating to financial transactions). Anycash held by the Portfolio from time to time will be held in a non-interest bearing account with the Muslim banking divisionof one of South Africa’s large banking institutions.

The constituents of the FTSE/JSE Shariah Top 40 Index and their relative weightings as at the date of issue hereof are setout, for information purposes only, in Annexure A.

Whilst the investment objective of the Shariah Top 40 Index ETF Portfolio is to provide investment results that generallycorrespond to the price and yield performance of the FTSE/JSE Shariah Top 40 Index, there can be no assurance that thisinvestment objective can be achieved. There is also no assurance that active trading markets for the Shariah 40 ParticipatoryInterests will develop, nor is there a certain basis for predicting the price levels at which the Shariah 40 Participatory Interestswill trade.

Shariah 40 Participatory Interests have been approved for listing by the JSE in the Exchange Traded Funds sector of the JSE.Once issued, Shariah 40 Participatory Interests may be traded in the secondary market on the JSE and need not be traded inany minimum number.

Save as set out in this Portfolio Supplement, there has been no material change and no material new matter has arisensince the date of publication of the Offering Circular issued on 3 September 2007 (which is available on theNewFunds website, www.newfunds.co.za).

Shariah 40 Participatory Interests are not in any way sponsored, endorsed, sold or promoted by the JSE, FTSE, the LSE orthe FT and these parties do not make any warranty or representation whatsoever, expressly or implied, either as to the basisof calculation of, or as to the results to be obtained from the use of the FTSE/JSE Shariah Top 40 Index and/or the value atwhich the FTSE/JSE Shariah Top 40 Index stands at any particular time on any particular day or otherwise. The FTSE/JSEShariah Top 40 Index is compiled and calculated by FTSE in collaboration with the JSE. However, neither FTSE, the JSE,the LSE, the FT nor the Manager shall be liable (whether in negligence or otherwise) to any person for any error in theFTSE/JSE Shariah Top 40 Index and shall not be under any obligation to advise any person of any error therein.

“FTSETM”, “FT-SE” and “Footsie” are trade marks of LSE and FT and are used by NewFunds under license entered intowith the JSE.

“JSE” is a trademark of the JSE and is used by the Manager under licence.

5

3. INTERPRETATION

In this Portfolio Supplement, unless the context clearly indicates a contrary intention, all words and phrases defined in the OfferingCircular shall, where used in this Portfolio Supplement, have the same meanings as that assigned to them in the Offering Circular(available on the NewFunds website, www.newfunds.co.za).

In this Portfolio Supplement, unless the context clearly indicates a contrary intention, the following expressions shall have thefollowing meanings and cognate expressions shall have a corresponding meaning -

“Absa” Absa Bank Limited (registration number 1986/004794/06), acting through itsAbsa Capital division;

“Administration Agreement” the agreement dated 29 August 2007 and amended in terms of a secondaddendum dated 26 November 2008 in terms of which the Manager hasappointed Absa Bank Limited, acting through its Absa Capital division asadministrator of, inter alia, the Shariah Top 40 Index ETF Portfolio;

“Applicant” an Investor who applies to subscribe for Shariah 40 Securities on the basisdescribed herein;

“Application” an application made by a prospective Investor either through such Investor’sbroker, or one of the Participating Brokers, or in the case of an Investor whichis a Non-controlled Client, through the Issuer CSDP;

“Asset Management Agreement” the agreement dated 11 November 2008 in terms of which the Manager hasappointed Vector Equities as, inter alia, the asset manager of the Shariah Top 40 Index ETF Portfolio;

“Basket” in relation to the Shariah Top 40 Index ETF Portfolio, a collection ofConstituent Securities which comprises the minimum number of Securitiesissued by each of the Constituent Companies contained in the FTSE/JSEShariah Top 40 Index, which the Shariah Top 40 Index ETF Portfolio intendsto track (in the same weightings as they are included in the FTSE/JSE ShariahTop 40 Index) and that can be acquired with an amount of money having aRand value equal to approximately 1 000 times the average Index Level overthe Ramp-up Period and which equates in Rand terms to a Block;

“Block” 1 000 000 Participatory Interests;

“Closing Date” the date on which the Initial Offer officially closes, being 12:00 on Friday, 20 March 2009 or such later date announced on SENS, however Applicantsshould confirm the timing for submission of Applications with their CSDP orbroker as this will vary depending on the CSDP or broker concerned;

“Controlled Client” an Investor whose funds and uncertificated securities are in the control of aSettlement Agent and whose settlements take place via a CSDP as if theInvestor’s funds or uncertificated securities were under the control of aSettlement Agent;

“Creation Fee” the upfront fee charged by the Manager in accordance with the provisions ofCISCA and the Principal Deed on the creation of a Participatory Interest asdetailed in Part 10 of this Portfolio Supplement;

“CSD” a person who is licensed as a central securities depository under section 32 ofthe Securities Services Act, No 36 of 2004, being Strate at the time of theOpening Date;

“Deed” collectively, the Principal Deed and the Supplemental Deed;

“FT” Financial Times Limited, a limited liability company incorporated under thelaws of England (registration number 227590);

6

“FTSE” FTSE International Limited, a limited liability company incorporated underthe laws of England (registration number 3108236), appointed as joint indexcalculation agent;

“Ground Rules” the rules and methodology for the calculation of the FTSE/JSE Shariah Top40 Index, as amended, novated and/or replaced from time to time comprisingthe Ground Rules for the Management of the FTSE Shariah Global EquityIndex Series read in conjunction with the FTSE Global Equity Index SeriesGround Rules;

“the Index” or “Shariah Top 40 Index” the FTSE/JSE Shariah Top 40 Index, an equity index comprised of Shariahcompliant companies that fall within the top forty companies listed on the MainBoard of the JSE as measured by market capitalisation, the current constituentsof which, together with their relative weightings, are set out in Annexure A andthe calculation methodology of which is set out in Annexure B;

“Index Level” the index level in respect of the Shariah Top 40 Index, calculated daily byFTSE;

“Initial Offer” the initial offer to the public of Shariah 40 Participatory Interests pursuant tothis Portfolio Supplement, as described in Part 5 of this Portfolio Supplement;

“Initial Offer Period” the period during which the Initial Offer will be open, being 09:00 on theOpening Date until 12:00 on the Closing Date;

“Issuer CSDP” The Standard Bank of South Africa Limited (registration number1962/000738/06), a public company incorporated in accordance with thelaws of the RSA, further details of which are set out in Part 1 of this PortfolioSupplement;

“JSE” JSE Limited, a public company duly registered and incorporated with limitedliability under the company laws of the Republic of South Africa underregistration number 2005/022939/06 and licensed as an exchange under theSecurities Services Act, No 36 of 2004;

“Last Practicable Date” the last practicable date prior to issue of this Portfolio Supplement;

“Letters of Allotment” the non-transferable letters of allotment issued by the Manager to successfulApplicants in respect of Cash Subscriptions received from such Applicantsunder the Initial Offer, entitling holders thereof to be issued with Shariah 40Participatory Interests;

“License Agreement” the written license agreement dated 8 August 2008 concluded between the JSEas joint owner of the Index with FTSE and the Manager in terms of which theManager is licensed to utilise the Shariah Top 40 Index;

“Listing Date” the date on which the first Participatory Interests issued in the Shariah 40Index ETF Portfolio are to be listed on the JSE, anticipated to be on or aboutMonday, 6 April 2009;

“LSE” London Stock Exchange plc. is a limited liability company incorporated underthe laws of England (registration number 2075721);

“Manager” NewFunds (Proprietary) Limited (registration number 2005/034899/07)(previously known as Lexshell 667 Investments (Proprietary) Limited), aprivate company duly incorporated in Pretoria in accordance with the laws ofthe RSA on 28 September 2005 or such other Manager of NewFunds as maybe appointed in accordance with the provisions of CISCA;

“Market Maker” Absa;

“Market Making Agreement” the written agreement dated 25 November 2008 concluded between theManager and the Market Maker in terms of which the Market Maker agreesto maintain a secondary market in Shariah 40 Securities;

“Non-controlled Client” an Investor, other than a Controlled Client, who has appointed and whosesettlements take place directly with, a CSDP;

7

“Offer Price” the price at which Participatory Interests in the Shariah Top 40 Index ETFPortfolio are issued to the public pursuant to the Initial Offer, equal to the netasset value per Shariah 40 Participatory Interest on the business dayimmediately preceding the Listing Date (excluding transaction and brokeragecosts, fees and other expenses), which in turn equates to approximately1/1000th of the average Index Level during the Ramp-up Period;

“Offering Circular” the written offering circular (as amended, supplemented, novated and/or replacedfrom time to time) issued by the Manager in relation to NewFunds, dated 3 September 2007 (available on the NewFunds website, www.newfunds.co.za);

“Opening Date” the date on which the Initial Offer opens, being 9:00 on Monday, 23 February 2009;

the “Portfolio” or “Shariah Top 40 the NewFunds Shariah Top 40 Index ETF Portfolio in the NewFunds Index ETF Portfolio” Collective Investment Scheme, a portfolio of Constituent Securities held with

the objective of tracking the FTSE/JSE Shariah Top 40 Index, established on20 January 2009 under NewFunds by way of the Shariah Top 40Supplemental Deed;

“Principal Deed” the written principal deed dated 17 July 2007 (as amended, novated and/orreplaced from time to time) concluded between the Manager and the Trusteein relation to the NewFunds Collective Investment Scheme;

“Ramp-up Period” the period during which the Shariah Top 40 Index ETF Portfolio will acquireConstituent Securities pursuant to Cash Subscriptions. The duration of thisperiod will be variable, depending on prevailing market liquidity, but shall notexceed seven Trading Days for Cash Subscriptions equal to or less than ZAR500 000 000, shall not exceed eleven Trading Days for Cash Subscriptionsexceeding ZAR500 000 000 but equal to or less than ZAR1 000 000 000, andfor Cash Subscriptions exceeding ZAR1 000 000 000 the maximum duration of the Ramp-up Period will be extended in proportion to the amount by whichthe total amount of Cash Subscriptions exceeds ZAR1 000 000 000, i.e. if totalCash Subscriptions are ZAR1 100 000 000, the maximum duration of theRamp-up Period will be twelve Trading Days;

“Securities Account” a securities account opened by a CSDP in the relevant sub-register of thatCSDP, as defined in the Securities Services Act, No 36 of 2004;

“Settlement Agent” a CSDP approved in terms of the Applicable Procedures to perform electronicnet settlements of both funds and scrip on behalf of market participants;

“Shariah” or “Sharia” or “Shari’a” is the Islamic canon law derived from three primary sources, namely theQuran, the Hadith and the Sunnah and three secondary sources, namely Qiya,Ijma and Ijtihad;

“Shariah 40 Participatory Interests” or participatory interests in the Shariah Top 40 Index ETF Portfolio;“Shariah 40 Securities” or “Participatory Interests”

“Specified Cash Amount” pro rata the number of Participatory Interests being subscribed for in specie,collectively:• a portion of the income accruals in the Portfolio up to and including the

date of subscription (nil in respect of the Initial Offer);• any cash amount that arises as a result of rounding the number of

Constituent Securities to be delivered;• transfer duties and taxes (including UST or Securities Transfer Tax, if

applicable) (if any) arising on the acquisition by the Portfolio of theunderlying Basket from the Investor; and

• any other cost that may be determined by the Manager from time to time;

“the Supplemental Deed” or the written supplemental deed dated 16 January 2009 (as amended, novated “Shariah 40 Supplemental Deed” and/or replaced from time to time) concluded between the Manager and the

Trustee in relation to the Shariah Top 40 Index ETF Portfolio, the salientprovisions of which are set out in Annexure C;

8

“Total Expense Ratio” the total costs incurred by the Shariah Top 40 Index ETF Portfolio (i.e. andnot the costs incurred by the Manager for its own account) as a percentage of the closing net asset value of the Shariah Top 40 Index ETF Portfolio on thelast day of the year of determination;

“Trading Day” a trading day on the JSE; and

“Vector Equities” Vector Equities (Proprietary) Limited (Registration number 1997/004788/07), a wholly-owned subsidiary of Vunani Limited (Registration number:1997/020641/06), a company listed on the ALTX board of the JSE and an“authorised user” (as defined in the Securities Services Act 36 of 2004).

9

4. SALIENT DATES AND TIMES

Opening date of Initial Offer at 9:00 on: Monday, 23 February 2009

Closing date of Initial Offer at 12:00 on*: Friday, 20 March 2009

LAs issued†: Monday, 23 March 2009

Ramp-up period in respect of Cash Subscriptions commences: Monday, 23 March 2009

Last day to trade in order to deliver Baskets in respect of In Specie applications: Monday, 23 March 2009

Announcement of conversion ratio in respect of Initial Offer (Cash Subscriptions): Friday, 3 April 2009

Listing of Shariah 40 Securities from commencement of trading (9:00) on: Monday, 6 April 2009

* Applicants should contact their broker or CSDP to ascertain the timing for submission of applications as this will vary dependant on the broker or CSDP inquestion.

† One letter of allotment (“LA”) will be issued for every one Rand subscription against a subscriber’s CSDP or broker account being debited with the Rand amount.Once the Baskets of Constituent Securities have been acquired, Strate will convert the LAs to Shariah 40 Securities in the CSDP accounts in accordance withthe conversion ratio to be published on SENS.

10

5. SUBSCRIPTIONS FOR PARTICIPATORY INTERESTS (INITIAL OFFER)

Offer Structure

The Initial Offer comprises an offer of Participatory Interests in the Shariah Top 40 Index ETF Portfolio at the Offer Priceto institutional and retail Investors.

There is no maximum number of Participatory Interests which may be issued in terms of the Initial Offer.

In addition there is no minimum number of Participatory Interests which may be issued in terms of the Initial Offer.

Offer Price

The Offer Price of each Participatory Interest will be the net asset value per Shariah 40 Participatory Interest on the businessday immediately preceding the Listing Date, which will in turn equate to approximately 1/1000th of the average Index Levelduring the Ramp-up Period.

The Offer Price for each Participatory Interest will be exclusive of any taxes, costs or fees payable in respect thereof and ispayable in full, in Rand, without any deduction or set-off at the time an application for Participatory Interests is submitted.

The Offer Price may be discharged in one of two ways: in cash or in specie (i.e. by delivery of one or more full Baskets).

Please note that no late applications will be accepted.

Applications in respect of the Initial Offer

Applications for Participatory Interests must be based on the total monetary amount the Applicant wishes to invest inParticipatory Interests and not on a specific number of Participatory Interests. By making an application to acquire aParticipatory Interest, an Applicant will be deemed to have offered to acquire the maximum number of Participatory Intereststhat may be applied for with the relevant ZAR amount specified in such Application. All applications in respect of the InitialOffer will be made on the terms and conditions set out in the Offering Circular (available on the NewFunds website,www.newfunds.co.za) as read with this Portfolio Supplement (together with all annexures to such Offering Circular and thisPortfolio Supplement). Applications may only be made for Participatory Interests in Dematerialised form and Applicants maybe called upon for evidence of their authority or capacity to apply for Participatory Interests. A Controlled Client shouldcontact its broker or one of the Participating Brokers which will, on behalf of such Controlled Client, make the Applicationwith its nominated CSDP. Any Non-controlled Client should contact its nominated CSDP which will make the Applicationwith NewFunds’ CSDP. All payments in respect of Cash Subscriptions should be arranged between the Applicant and itsrelevant broker or CSDP. In relation to In Specie Subscriptions, qualifying Applicants should deliver the relevant Basket ofConstituent Securities and pay the Specified Cash Amount to the Trustee, following consultation with the Manager, whosecontact details are set out in Part 1 of this Portfolio Supplement.

Investors should be aware that (unless agreed otherwise with the Manager) all transaction and brokerage costs, fees andapplicable taxes (if any) will be deducted from any payment accompanying their Applications (in respect of CashSubscriptions) and accordingly, the net amount will be invested in Participatory Interests. A Creation Fee will be charged inrespect of Applications under the Initial Offer.

Applications may be accepted in whole or in part. If no part of an Application is accepted, all of the Constituent Securitiesdeposited and/or money paid on application will be returned without interest. If an Application in respect of a CashSubscription is accepted in part only, the balance of the money paid on application will be returned either by electronic fundstransfer or by ordinary post without interest to the Applicant. In the case of In Specie Subscriptions, upon acceptance of anApplication in whole or in part the Manager or the relevant CSDP will notify the Applicant of same and will give details ofthe exact number of each of the Constituent Securities which the Investor is required to deliver together with the SpecifiedCash Amount which the Investor is required to pay in order to be issued with the Participatory Interests to be allotted to thatApplicant. The Applicant will be required to instruct its CSDP to register the relevant Constituent Securities in the name ofthe Trustee on the closing date of the Initial Offer for settlement five trading days later. Shariah 40 Participatory Interests willnot be issued in the case of In Specie Subscriptions unless the Manager is satisfied that the relevant Basket of ConstituentSecurities has been transferred into the name of the Trustee and the Specified Cash Amount received or, in the case of CashSubscriptions, that the Specified Cash Amount has been received. Shariah 40 Participatory Interests will be issued andregistered in the name of a successful Applicant on the Listing Date, provided that the aforesaid requirements have beenfulfilled. Applicants should be aware of a five day settlement period applicable to Baskets of Constituent Securities.

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Any person applying for or accepting an offer of Participatory Interests on behalf of another, shall be deemed to haverepresented to the Manager that such person is duly authorised to do so and warrants that it and the purchaser for whom itis acting as agent is duly authorised to do so in accordance with all Applicable Laws and such person guarantees the paymentof the Offer Price (together with any tax thereon, fees and costs if applicable).

Applicants may receive no Participatory Interests or fewer Participatory Interests than envisaged by the Applicant whenmaking Application. There will be no fractions of Participatory Interests issued. The minimum application in the case of CashSubscriptions is ZAR1 000 and in the case of In Specie Subscriptions is one Basket and there is no maximum application. Allcash applications must be in multiples of ZAR1 000.

Opening and closing of Initial Offer

The Initial Offer opens at 9:00 on Monday, 23 February 2009 and closes at 12:00 on Friday, 20 March 2009. However,Investors should contact their broker or CSDP to ascertain the cut-off time for applications as this will vary between thebrokers and CSDPs.

Cash Subscriptions

Following the close of the Initial Offer, the Manager will issue Letters of Allotment to the successful Applicants in respect ofthe subscriptions received from such successful Applicants. As at the Last Practicable Date, it is not envisaged that the Lettersof Allotment will be listed on the JSE nor that they will be transferable. However, such Applicants’ statements at Strate willreflect the holding of these Letters of Allotment. Forthwith upon the issue of the Letters of Allotment there will, in relationto Cash Subscriptions, be a Ramp-up Period during which the Manager will acquire the appropriate Constituent Securities.The number of Participatory Interests allotted to an Applicant pursuant to an Application will be determined after the expiryof the Ramp-up Period based on the amount that that Applicant invests as a fraction of the Manager’s costs of acquiring suchConstituent Securities. Within five Business Days after the end of the Ramp-up Period, the Manager will announce thenumber of Participatory Interests allotted and to be issued as well as the basis on which the Participatory Interests wereallocated in terms of the Initial Offer. Applicants will be informed of the number of Participatory Interests allocated to themby their CSDP or broker (as may be applicable). Participatory Interests will then be issued to holders of the Letters ofAllotment in accordance with the number of Participatory Interests allocated as aforesaid. If, after the Application is accepted,there is a surplus subscription amount, which is insufficient to purchase a Participatory Interest, the balance of the moneypaid by the Applicant in excess of ZAR30 will be returned to the Applicant without interest. Amounts less than ZAR30 willbe used to defray expenses incurred by the Manager. If, after the issue of the Participatory Interests under the Initial Offer, ittranspires that an Applicant’s Cash Subscription (net of any transaction or brokerage costs, fees or taxes) is not an exactmultiple of the Offer Price under the Initial Offer, then the Applicant will be issued with so many Participatory Interests asmay be fully paid-up out of his subscription allocation and the balance of the Applicant’s cash will be returned to theApplicant without interest, after applying the first ZAR30 to defray expenses of the Manager.

Each Applicant must, as soon as possible after the Opening Date, forward to its CSDP or broker all information required bythat CSDP or broker and must instruct its CSDP or broker to pay against the issue of the Letters of Allotment the aggregateOffer Price (together with any other transaction or brokerage costs, fees or taxes if applicable) to the designated account ofthe Manager. Such information and instructions must be confirmed to the Applicant’s CSDP or brokers.

Accordingly, each Applicant must place its funds with its CSDP or broker or make other necessary arrangements to enableits CSDP or broker to make payment against the issue of the Letters of Allotment in accordance with the Applicant’sagreement with its CSDP or broker.

On the Listing Date the Participatory Interests will be credited to the Applicant’s CSDP or broker upon payment of Stratesettlement loans which occur throughout the day.

In Specie Subscriptions

Applicants subscribing for Participatory Interests in specie, by delivery of one or more Baskets, will be obliged to subscribe forParticipatory Interests in one or more Blocks and will be required to deposit the relevant Constituent Securities with theirCSDP together with cash in payment of the Specified Cash Amount and with an instruction that the Constituent Securitiescomprising the Basket/s are to be transferred to the Securities Account of the Trustee.

Applicants wishing to subscribe in specie should, in the case of a Controlled Client, contact their broker or either of theParticipating Brokers and, in the case of a Non-Controlled Client contact the Issuer CSDP and should deposit with theApplicant’s CSDP, the relevant number of Constituent Securities together with sufficient cash in payment of the SpecifiedCash Amount. Prior to the close of trading on the Trading Day immediately preceding the Listing Date in respect of theInitial Offer, the Manager (or its duly appointed agent) will determine and specify the number of Participatory Interests tobe issued for the following Trading Day.

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If an Application is accepted, the Applicant will receive an acknowledgment confirming that the Application has beenaccepted and Applicants will be informed of the number of Participatory Interests allocated to them by their CSDP or broker(as may be applicable). If, after the Application is accepted, there is a surplus subscription amount, the balance of theConstituent Securities delivered by the Applicant together with the surplus Specified Cash Amount, in excess of ZAR30, willbe returned to the Applicant. surplus specified cash amounts less than ZAR30 will be used to defray the expenses incurredby the Manager.

Each Applicant must, as soon as possible after being informed by its CSDP or broker that its Application has been successful,whether in whole or in part, forward to its CSDP or broker all information required by that CSDP or broker and mustinstruct the CSDP to deliver to the Manager that number of Constituent Securities as comprise entire Baskets (together withcash in payment of any tax thereon, if applicable and the Specified Cash Amount) to the Securities Account of the Trusteeand such other account nominated by the Trustee for receipt of any cash. Such information and instructions must beconfirmed by the Applicant’s CSDP or broker to the Manager by no later than the close of trading on the third Business Dayimmediately preceding the Listing Date.

Accordingly, each Applicant must ensure that the CSDP is in a position to commit in Strate to receipt of the ParticipatoryInterests against confirmation of the transfer of the Constituent Securities to the Trustee.

On the Listing Date, the Participatory Interests will be credited to the Applicant’s CSDP or broker upon payment of Stratesettlement costs which occur throughout the day.

Dematerialisation

The Participatory Interests will be issued to successful Applicants in Dematerialised form only. Therefore, all Applicants mustappoint a CSDP directly or through a broker to receive and hold the Participatory Interests on their behalf.

Each Applicant’s duly appointed CSDP or broker will receive the Participatory Interests on its behalf against receipt of theOffer Price in respect of Cash Subscriptions (together with the costs and tax thereon, if applicable) by the Applicant’s CSDPor, in the case of In Specie Subscriptions receipt of confirmation that the Basket of Constituent Securities has been transferredinto the name of the Trustee and the applicable Specified Cash Amount paid.

Listing on the JSE

The JSE has approved the listing of the Participatory Interests in the “Exchange Traded Funds” sector of the JSE lists underthe abbreviated name “Shariah 40”, symbol NFSH40 and ISIN code ZAE000130431. The listing of the ParticipatoryInterests is expected to be effective from the commencement of business on Monday, 6 April 2009.

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6. SUBSCRIPTIONS AND REDEMPTIONS (SUBSEQUENT TO LISTING)

Subscriptions

Subsequent to the Listing Date, Investors shall be able to acquire Participatory Interests in the following ways: (i) In SpecieSubscriptions; and (ii) purchase on the secondary market.

In Specie Subscriptions

Subsequent to the Initial Offer, any Investor wishing to subscribe for Participatory Interests should contact the Manager. NoCash Subscriptions will be permitted after the Initial Offer. Applicants subscribing for Participatory Interests in specie, bydelivery of one or more Baskets, will be obliged to subscribe for Participatory Interests in one or more Blocks and will berequired to deposit the relevant Constituent Securities with their CSDP together with any tax thereon, the applicableCreation Fee, the Specified Cash Amount and an instruction that such Constituent Securities are to be transferred to theSecurities Account of the Trustee.

If an Application is accepted, the Applicant will receive an acknowledgment confirming that the Application has beenaccepted. Applicants will be informed of the number of Participatory Interests allocated to them by their CSDP or broker (as may be applicable).

Each Applicant must, as soon as possible after being informed by its CSDP or broker that its Application has been successful,whether in whole or in part, forward to its CSDP or broker all information required by that CSDP or broker and mustinstruct the CSDP to deliver to the Manager that number of Baskets of Constituent Securities as is equivalent to the numberof Blocks allocated to the Applicant (together with any tax thereon, Creation Fees and the Specified Cash Amount) to theSecurities Account of the Trustee within the time-periods specified by the Manager.

Accordingly, each Applicant must ensure that the CSDP is in a position to commit in Strate to receipt of the allocated Blocksof Participatory Interests against confirmation of the transfer of the Baskets of Constituent Securities to the Trustee.

Purchase on the secondary market

All Shariah 40 Participatory Interests are to be listed on the JSE. Investors will therefore be able to acquire ParticipatoryInterests on the secondary market by purchasing them through a member of the JSE or from the Market Maker.

Redemptions

Although in terms of the Principal Deed, the Manager is obliged to repurchase Participatory Interests offered to it by anInvestor (for cash or one or more Baskets at the election of the Investor, provided that the Manager can never be obliged todeliver part of a Basket), typically, since Participatory Interests are listed on the JSE, Investors will sell their ParticipatoryInterests on the secondary market (and may contact either of the Participating Brokers or the market maker in this regard).

The repurchase price payable by the Manager for Participatory Interests redeemed for cash is the net asset value of theParticipatory Interests as at the Valuation Point, as determined on the basis described in the Offering Circular.

The Manager’s obligations in respect of the repurchase of Participatory Interests are more fully described in the OfferingCircular.

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7. DESCRIPTION OF THE INDEX AND INDEX METHODOLOGY

Introduction

Shariah is the Divine Islamic Law which governs the practical aspect of a Muslim’s daily life. In commerce, it can determinebusiness style and prescribes compliance with “halal” (Islamic – permitted) and ethical investing.

Description of the Index

The Shariah Top 40 Index, which is compiled and calculated by FTSE and the JSE, is comprised of securities in and isdesigned to represent the performance of the largest and most liquid JSE-listed companies whose business activities andfinancial ratios are Shariah-compliant. Only Shariah compliant companies falling within the top 40 companies whoseordinary shares are listed on the Main Board of the JSE (excluding securities listed on the exchange traded funds sector,debentures, linked units, preference shares and inward listed companies) are included as the investable shares. Constituentcompanies are weighted by adjusted market capitalisation (i.e. after implementation of the “Shariah weighting”).

Verification of Shariah Compliance

Yasaar ensures that all constituents and potential constituents are screened quarterly to determine their Shariah status. YasaarLimited is a provider of independent Shariah compliance solutions to global Islamic banking, finance and insuranceindustries. Services are accompanied by the relevant compliance certificates and duly dated and certified by the Shariahcompliance principals. These certificates, where required, may be further endorsed by a fatwa (Islamic legal opinion), givenby the Shariah principals.

Calculation and Composition of the Shariah Top 40 Index

The Shariah Top 40 Index is a market capitalisation-weighted index which has been created to allow Investors to trackShariah-compliant companies that fall within the top 40 companies listed on the Main Board of the JSE as measured bymarket capitalisation. Investors are granted easy access to investment opportunities with companies that are compliant withtheir ethical beliefs. This investment tool is referred to as an ethical investment.

A two-step Yasaar approved screening process is undertaken by FTSE and the JSE and verified by Yasaar to ensure that allcompanies included in the Index are Shariah compliant.

Step 1: Business Activity Screening (Qualitative screening)

Companies involved in any of the following activities will be filtered out as non-Shariah compliant:

• Conventional finance (non-Islamic banking, finance and insurance);

• Alcohol;

• Pork related products, non-halaal food production, packaging and processing or any other activity related to pork and non-halaal food;

• Entertainment (casinos, gambling, cinema, music, pornography and hotels engaged in any non-Shariah compliantactivities);

• Tobacco; and

• Weapons, arms and defence manufacturing.

Step 2: Financial Ratios Screening

After the companies have been screened by their business sector activity, the remaining companies are further screened on afinancial basis. The following financial ratios must be met in order for companies to be considered Shariah compliant:

• The level of debt must be less than 33% of the total value of the assets of the company;

• Cash and interest bearing items are to comprise less than 33% of total assets;

• Accounts receivable and cash must constitute less than 50% of total assets;

• Total interest and non-compliant activities’ income should not exceed 5% of total revenue; and

• Appropriate purification of dividends at 5% through the donation of 5% of the company’s dividends to charity.

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Frequency with which the Shariah Top 40 Index is reviewed and published

The Shariah Top 40 Index is reviewed and updated quarterly in March, June, September and December in each year in linewith the quarterly screening by Yasaar. The Shariah screening process uses data available at close of business on the lastworking day of February, May, August and November and changes are implemented on the first Trading Day immediatelyfollowing the third Friday of March, June, September and December. The re-balancing changes will be published, byNewFunds via the sponsor, on SENS as well as daily on the NewFunds website: www.newfunds.co.za.

Procedures following the modification or discontinuance of the Shariah Top 40 Index

Should the FTSE or the JSE effect any major change to the composition and/or method of calculation of the Index, to theextent possible, such change shall be published by the Manager in advance thereof.

Constituent Securities

The constituents of the Shariah 40 Index, together with their relative weightings, as at the date of issue of this PortfolioSupplement, are set out in Annexure A.

Authority to use the Shariah 40 Index

The Manager has entered into a licensing agreement with the JSE in its capacity as one of the joint owners of the Index, interms of which the Manager is entitled to use the Shariah Top 40 Index for the purpose of establishing, listing on the JSEand conducting the business of the Shariah Top 40 Index ETF Portfolio. The JSE has provided warranties that it has obtainedall necessary licenses and authorisations to grant the Manager the rights to use the Index information and name and makereference to the JSE and FTSE as joint owners of the Index.

FTSE is a limited liability company registered in England and Wales under registered number 03108236. FTSE Group(FTSE) is a world-leader in the creation and management of over 100,000 equity, bond and hedge fund indices. With officesin Beijing, London, Frankfurt, Hong Kong, Boston, Shanghai, Madrid, Paris, New York, San Francisco, Sydney and Tokyo,FTSE Group services clients in 77 countries worldwide.

FTSE is an independent company owned by FT and LSE. FTSE does not give financial advice to clients, which allows forthe provision of truly objective market information.

FTSE indices are used extensively by investors world-wide such as consultants, asset owners, asset managers, investmentbanks, stock exchanges and brokers. The indices are used for purposes of investment analysis, performance measurement, assetallocation, portfolio hedging and creation of index tracking funds.

Independent committees of senior fund managers, derivatives experts, actuaries and other experienced practitioners withinFTSE review and approve all changes to the indices to ensure that they are made objectively and without bias.

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8. INVESTMENT CONSIDERATIONS

Investors’ attention is drawn to the investment considerations as set out on page 21 of the Offering Circular and theparagraph below relating to an investment in Shariah 40 Participatory Interests, which does not purport to be anexhaustive list of the investment considerations relating to the investment in Shariah 40 Participatory Interests. EachInvestor should seek its own independent advice prior to making any investment therein.

The Manager relies on FTSE and the JSE for information regarding the compilation of the Index and the Index Level and isnot responsible for and makes no warranties as to the accuracy of such information. Investors should be aware that anyinaccuracies in such information may result in a mismatch between the composition of the Shariah Top 40 Index and theShariah Top 40 Index ETF Portfolio. The Manager accepts no responsibility in such event and Investors should therefore takethis risk into consideration.

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9. SOUTH AFRICAN EXCHANGE CONTROL CONSIDERATIONS

The following summary and guidelines are not a comprehensive statement of the Exchange Control Regulations, are notintended as advice and do not purport to describe all of the considerations that may be relevant to a prospective purchaser ofShariah 40 Participatory Interests. Prospective purchasers of Shariah 40 Participatory Interests that are non-residents of theCommon Monetary Area or emigrants from the Common Monetary Area are urged to seek independent professional advicein regard to the purchase of Shariah 40 Participatory Interests.

For purposes of this section, the “Common Monetary Area” includes the RSA, the Kingdoms of Swaziland and Lesotho andthe Republic of Namibia.

Blocked Rand

Blocked Rand may be used to purchase or subscribe for Participatory Interests. Any amounts payable in respect ofParticipatory Interests purchased or subscribed for with Blocked Rand may not, in terms of the Exchange ControlRegulations, be remitted out of the RSA or paid into any non-South African resident bank account. The Minister of Financestated on 26 February 2003 that emigrants’ blocked assets are to be unwound and such emigrants will be entitled, onapplication to the Exchange Control Department, subject to an existing schedule and exit charge of 10% of the amount, toexit such blocked assets from the RSA.

For the purpose of this paragraph “Blocked Rand” means any funds which may not be remitted out of the RSA or be paidinto a non-South African resident bank account. The legislation relating to Blocked Rand is the Exchange ControlRegulations and the Debt Standstill Regulations, both promulgated pursuant to the Currency and Exchanges Act, 1933.

Emigrants from the Common Monetary Area

The securities accounts maintained by the CSDPs for dematerialised Investors who are emigrants will be restrictivelydesignated as an “emigrant” account. Any certificates issued to Investors who are emigrants in respect of Participatory Interestsin materialised form will be restrictively endorsed “non-resident”. Such certificate shall be deposited with an authorisedforeign exchange dealer controlling such emigrant’s blocked assets.

Any monies due in respect of Participatory Interests to an emigrant Investor will be deposited into such emigrant’s BlockedRand account with the authorised foreign exchange dealer controlling such blocked assets. These amounts are not freelytransferable from the common monetary area and may only be dealt with in terms of the Exchange Control Regulations.

Non-residents of the Common Monetary Area

Any certificates issued to Investors who are not resident in the common monetary area will be restrictively endorsed “non-resident”. In the event that non-residents hold Participatory Interests through the CSD and its relevant CSDP, the securitiesaccount of such Investor will be restrictively designated “non-resident”.

It will be incumbent on any such non-resident to instruct the non-resident’s nominated authorised foreign exchange dealeras to how any funds due to such non-resident in respect of Participatory Interests are to be dealt with. Such funds may, interms of the Exchange Control Regulations, be remitted abroad only if the relevant Participatory Interests are acquired withforeign currency introduced into the RSA and provided that the relevant certificates or securities account (as the case may be)is designated “non-resident”.

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10. SCHEDULE OF FEES AND COSTS

1. Preliminary Expenses

The preliminary expenses in relation to the Initial Offer (stated exclusive of VAT) are set out below:

Expenses

JSE documentation inspection fee R50 000Printing and postage costs R25 000Corporate and legal advisor and sponsor fees R400 000FSB application fee R8 000

Total R483 000

2. Management and Other Fees

2.1 The Manager is entitled to a service fee (exclusive of VAT) per calendar month, payable monthly in arrears,accruing daily and calculated as follows:

2.1.1 D x 200bpsx N

365

Where:

D = the daily market value of the total assets of the portfolio excluding income accruals and permissibledeductions, if any;

bps = basis points;

N = number of days in the month in question; or

2.1.2 any lower amount nominated at the manager’s discretion.

2.2 The Manager may change any charge for the Portfolio, introduce additional charges or change the method ofcalculation of any charge that could result in an increase in charges, provided that:

2.2.1 not less than 3 months’ written notice has been given to every Investor;

2.2.2 the necessary amendments to the Deed have been effected; and

2.2.3 the prior written approval of the JSE has been obtained.

2.3 The Manager has determined that, for the time being, the management fee in respect of the administration of theShariah Top 40 Index ETF Portfolio (plus the applicable VAT thereon) shall be as set out below:

Value of the participatory interests held by Management fee (exclusive of VAT) per annum, an Investor daily (Rand) calculated and accruing daily, to be deducted from

the distribution payable to the Investor (expressedas a percentage of value of participatory interestsheld)

In respect of the first R10 million held 0.80% (80 basis points)In addition, for amounts between R10 million 0.60% (60 basis points)and R100 millionIn addition, for amounts between R100 million 0.40% (40 basis points)and R500 millionIn addition, for amounts between R500 million 0.20% (20 basis points)and R1 000 millionIn addition, for amounts between R1 000 million 0.175% (17.5 basis points)and R5 000 millionIn addition, for amounts in excess of R5 000 million 0.15% (15 basis points)

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2.4 The Manager is entitled to charge a Creation Fee or an exit fee in connection with the expenditure incurred andadministration performed by it in respect of the creation, issue and sale or repurchase of Participatory Interests.Such fees (exclusive of VAT) would be 25 basis points of the consideration received from an Investor (unlessInvestors are advised to the contrary). No exit fee may be charged if a Creation Fee was charged to an Investor atthe time of investment. The Manager may at any time in its discretion waive or rebate the Creation Fee and/orexit fee (or any portion thereof ), in respect of all Investors, any category of Investor or any particular Investor. Alltaxes, duties, transaction and custody charges and brokerage fees will be for the Investor’s account.

3. Total Expense Ratio

The Total Expense Ratio of the Shariah 40 Index ETF Portfolio will be calculated on an annual basis and published onthe website.

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11. TAXATION CONSEQUENCES

The information contained below is a summary of legal advice given to the Manager, is intended to be a general guideto the relevant tax laws of the RSA as at the date of this Portfolio Supplement, is not intended as comprehensive advice,does not purport to describe all of the considerations that may be relevant to a prospective Investor and should notbe relied upon by prospective Investors. Prospective Investors in Participatory Interests should consult their ownprofessional advisors in regard to the purchase of Participatory Interests and the tax implications thereof. Accordingly,the Manager and the professional advisors give no representation, warranty or undertaking, express or implied, andaccept no responsibility for the accuracy or completeness of the information contained in this section.

Taxation Consequences for the Shariah Top 40 Index ETF Portfolio

As at the date of issue of this Portfolio Supplement, the Shariah Top 40 Index ETF Portfolio will be exempt from income taxon all income (including dividends) which has been received by or has accrued to the Shariah Top 40 Index ETF Portfolioand which is distributed by it by way of dividend to the holders of Participatory Interests in the tax year of such receipt oraccrual (as the case may be). In addition, any capital gain or capital loss realised by the Shariah Top 40 Index ETF Portfolioon the disposal of Constituent Securities in the Shariah Top 40 Index ETF Portfolio must be disregarded (i.e. the Shariah Top40 Index ETF Portfolio will not be liable for capital gains tax).

In addition to the aforegoing, no VAT will be payable in respect of the issue, allotment or transfer of ownership of anyParticipatory Interests.

The Shariah Top 40 Index ETF Portfolio will effectively be liable to pay Securities Transfer Tax to the South African RevenueServices on the acquisition of Constituent Securities on the secondary market pursuant to Cash Subscriptions, but will beexempt when it acquires them from an Investor in respect of In Specie Subscriptions provided the acquisition complies withsection 8(1) of the Securities Transfer Tax Act, 2007.

Taxes on the Issue or Transfer of Participatory Interests

Securities Transfer Tax is not leviable on the issue by the Shariah Top 40 Index Portfolio of a Participatory Interest nor on thesale or other disposal of a Participatory Interest.

Income Tax Consequences for Investors

If an Investor holds a Participatory Interest as trading stock (and not as a long-term investment), then the proceeds from thedisposal thereof will be of a revenue nature and shall therefore be included in “gross income” for income tax purposes of theholder, unless the Participatory Interest is held for more than three years, in which case the proceeds from a disposal thereofwould be deemed to be of a capital nature and the disposal would give rise to either a capital gain or a capital loss (in thisregard refer to the section headed Capital Gains Tax Consequences for Investors).

A holder of a Participatory Interest which is a pension, provident or retirement annuity fund will be exempt from income taxon any income distributed by the Shariah Top 40 Index ETF Portfolio.

A holder of a Participatory Interest which is an untaxed policyholder fund of a long term insurance company will be exemptfrom income tax on any income distributed by the Shariah Top 40 Index ETF Portfolio.

Capital Gains Tax Consequences for Investors

If a Participatory Interest is held as a capital investment, the proceeds from the sale thereof will be of a capital nature and willgive rise to either a capital gain or a capital loss. Any capital gain will be subject to capital gains tax, subject to someexceptions. Where the Participatory Interest is held for more than three years, any gain will effectively be deemed to be acapital gain. But it does not follow that any gain from a disposal where the Participatory Interest is held for less than threeyears will automatically be on revenue account.

A holder of a Participatory Interest which is a pension, provident or retirement annuity fund must disregard any capital gainor capital loss on the disposal of a Participatory Interest.

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A holder of a Participatory Interest which is an untaxed policyholder fund of a long term insurance company will not realisea taxable capital gain on the disposal of a Participatory Interest.

Any Investor who acquires a Participatory Interest by way of In Specie Subscriptions will not trigger a capital gain or loss, asthe Constituent Securities will be deemed to be disposed of at their base cost, and the Participatory Interest will be deemedto be acquired for an equal base cost, as this will be an asset-for-share transaction under section 42 of the Income Tax Act,1962.

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12. GENERAL

1. Issue of Participatory Interests

All Participatory Interests issued in terms of the Initial Offer will be issued in Dematerialised form to the broker or CSDPnominated by the Applicant, which will hold such Participatory Interests on behalf of the relevant Applicant. An advicenote will be issued by the broker or CSDP to the Participatory Interest holder as evidence of ownership of theParticipatory Interests and will be posted, at the risk of the Investor, by registered post in the time periods prescribed interms of the agreement between the Investor and its CSDP or broker.

2. Listing on the JSE

Application has been made for the listing of Shariah 40 Participatory Interests in the Exchange Traded Funds sector ofthe Main Board of the JSE, with effect from Monday, 6 April 2009.

3. Asset Management

The Manager has appointed Vector Equities as the asset manager of the Shariah Top 40 Index ETF Portfolio in terms ofthe Asset Management Agreement, to manage the assets of the Shariah Top 40 Index ETF Portfolio on behalf of theManager. In terms of this agreement, the appointment of Vector Equities may be terminated on 60 calendar days’ noticein writing by either Vector Equities or the Manager, provided that if a replacement investment manager has not beenappointed within such period or if the appointment of a replacement investment manager is not necessary in thecircumstances, then the notice period may be extended by up to an additional 60 calendar days.

4. Back Office Administration

The Manager has appointed Advantage as the administrator of the back office function in relation to the Shariah Top40 Index ETF Portfolio for the time being, to administer the assets of the Shariah Top 40 Index ETF Portfolio on behalfof the Manager, following the Initial Offer.

5. The Manager

The shareholding structure of the Manager has not changed since issue of the Offering Circular. The shareholding in theManager is held 50%/50% by Vunani Capital (Proprietary) Limited and Absa. The Manager has outsourced all themanagement functions in respect of the Shariah Top 40 Index ETF Portfolio, other than the asset management and theback office administration services, to Absa.

6. Distributions

On a quarterly basis, an amount equal to the income accruals during each quarter (ending 31 March, 30 June, 30September and 31 December in each year), plus all payments in lieu of income accruals received by the Shariah Top 40Index ETF Portfolio during that quarter and any balance carried forward from a previous quarter, less any permissibledeductions, will be distributed to Investors.

7. Material Contracts

In order to manage the Shariah Top 40 Index ETF Portfolio, the Manager will rely upon the Deed which is available forinspection at the registered office of the Manager during office hours.

In addition the following agreements have been entered into:

• the License Agreement;

• the Asset Management Agreement;

• the Back-office Administration Agreement;

• the Administration Agreement; and

• the Market Making Agreement.

Save for the aforementioned agreements, neither the Manager nor the Trustee has entered into any material contracts inrespect of the Shariah Top 40 Index ETF Portfolio at any time (including during the 2 years preceding the date of issueof this Portfolio Supplement).

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8. Borrowings, Material Commitments, Lease Payment and Contingent Liabilities

As at the date of this Portfolio Supplement, no borrowings, material commitments, lease payments or contingentliabilities have been incurred in respect of the Shariah Top 40 Index ETF Portfolio and Investors should note that interms of CISCA a portfolio is prohibited from incurring borrowings, save for the purpose of the short-term bridging ofinsufficient liquidity in order to effect a repurchase of participatory interests.

9. Grant of Preferential Subscription Rights

No contracts have been entered into in terms of which any person has been granted any option or preferential right ofany kind to subscribe for any Participatory Interest. Neither has any commission, discount, brokerage or other specialterm been granted (either during the 3 years preceding the Last Practicable Date or at all) in connection with the issueor sale of any Participatory Interests.

10. Directors’ Interest in Transactions

None of the directors of the Manager have any interest of any nature whatsoever in any transactions effected by or onbehalf of the Shariah Top 40 Index ETF Portfolio since its establishment.

11. Commissions and Other Payments

No amount has been paid (within the preceding 3 years or at all) or is proposed to be paid to any promoter in connectionwith the establishment and/or listing of the Shariah Top 40 Index ETF Portfolio, nor has any commission been paid oris payable in respect of any underwriting.

12. Other Jurisdictions

This Initial Offer is not an offer in any jurisdiction in which it is illegal to make this offer and in those circumstancesthis Portfolio Supplement is issued for information purposes only. In particular, Shariah 40 Participatory Interests havenot been registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the USA, toUS persons or US residents.

13. Litigation

There are no legal or arbitration proceedings of which the Manager is aware (including any proceedings which arepending or threatened) which have or may have had a material effect on the financial position of the Shariah Top 40Index ETF Portfolio.

14. Expert’s Consent

The Corporate and Legal Advisor and Sponsor has consented to their name being referred to in this PortfolioSupplement in the form and context in which it is included and had not withdrawn their consent at the Last PracticableDate.

15. Documents Available for Inspection

Copies of the following documents are available for inspection at the registered office of the Manager at any time betweenthe date of issue of this Portfolio Supplement and the Listing Date during office hours:

• the memorandum and articles of association of the Manager;

• the material contracts referred to in paragraph 7 above;

• the written consents referred to in paragraph 14 above;

• a copy of the Offering Circular; and

• a signed copy of this Portfolio Supplement.

SIGNED AT JOHANNESBURG BY OR ON BEHALF OF ALL OF THE DIRECTORS OF NEWFUNDS(PROPRIETARY) LIMITED ON MONDAY, 23 FEBRUARY 2009.

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ANNEXURE A – COMPOSITION OF THE INDEX

Constituent security JSE Code Relative weight Rank(%)

BHP Billiton BIL 25.1 1Anglo American AGL 16.0 2MTN Group MTN 11.9 3Sasol SOL 11.9 4Anglogold Ashanti ANG 6.7 5Richemont Securities AG RCH 5.1 6Impala Platinum Holdings IMP 4.8 7Gold Fields GFI 4.8 8Harmony Gold Mining Company HAR 3.2 9Anglo Platinum AMS 2.5 10Telkom SA TKG 2.0 11Growthpoint Properties GRT 1.3 12ArcelorMittal South Africa ACL 1.1 13Steinhoff International Company Holdings SHF 1.1 14Pretoria Portland Cement PPC 1.0 15African Rainbow Minerals ARI 0.6 16Exxaro Resources EXX 0.3 17Mondi MND 0.3 18Lonmin LON 0.2 19

Index Level: 2088.13Basket value: R2 088 130.00

The Constituent Shares, Index Level and Basket value set out above are extracted from the latest available information as at2 February 2009 and are included for information purposes only. For accurate information on the Constituent Shares, thenumber of Constituent Securities in one Basket, the Basket value and the Index Level, consult the NewFunds website:www.newfunds.co.za.

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ANNEXURE B – SALIENT PROVISIONS OF THE SUPPLEMENTAL DEED

Set out below are extracts from the Shariah 40 Supplemental Deed:

“4. INVESTMENT POLICY

4.1 The investment policy of the portfolio shall be to –

4.1.1 track the Index as closely as possible by:

4.1.1.1 buying only securities included in the Index in the weightings in which they are included in theIndex; and

4.1.1.2 selling only securities which are excluded from the Index from time to time as a result of quarterlyIndex reviews or corporate actions, so as to ensure that the portfolio holds securities included inthe Index in the same weightings in which they are included in the Index; and

4.1.2 as a further objective, to generate income for the benefit of investors.

4.2 The portfolio shall not buy or sell securities for the purpose of making a profit nor for any purpose other thantracking the Index.

4.3. Investors may obtain participatory interests in the portfolio on the secondary market or by subscribing for newparticipatory interests in the portfolio on the primary market. In order to achieve this object the manager may,subject to the Act and the Deed, create and issue an unlimited number of participatory interests in the portfolio.

4.4. The portfolio will be passively managed in that the manager will not buy and sell securities based on economic,financial and/or market analysis but rather, will buy and sell securities solely for the purpose of ensuring that theportfolio tracks the Index. As such the investment objective and style of the portfolio will be full replication of theIndex. Accordingly the financial or other condition of any company or entity included from time to time in theIndex will not result in the elimination of its securities from the portfolio, unless the securities of such companyor entity are removed from the Index itself.

4.5. The manager shall further be entitled, in its discretion and only on a temporary basis, to employ such otherinvestment techniques and instruments as will most effectively give effect to the object or the investment policiesof the portfolio.

4.6 The composition of the portfolio will be adjusted quarterly to conform with changes in the composition andweighting of the securities in the Index so as to ensure that the composition and weighting of the portfolio are areflection of the composition and weighting of the securities contained in the Index.

4.7 The portfolio will hold securities purely for the economic rights and benefits attaching thereto and, accordingly,if a takeover bid or other corporate action occurs in relation to any constituent entity the securities of which areincluded in the portfolio, the portfolio will only surrender any securities in terms of such takeover bid or othercorporate action if such surrender is mandatory (and then only to the extent of such mandatory surrender) in termsof any applicable law or under the rules of a regulatory authority or body having jurisdiction over the portfolioand/or the relevant securities. However, if a takeover bid or corporate action results in an entity previously includedin the Index no longer qualifying for inclusion in the Index, any shares in such entity held by the portfolio, willbe disposed of by the portfolio and the proceeds derived therefrom will be applied in effecting the appropriateadjustments to the portfolio so as to ensure same tracks the Index.

4.8 Assets in liquid form will form a minor part of the portfolio’s assets.

4.9 The portfolio’s ability to replicate the price and yield performance of the Index shall be affected by the costs andexpenses incurred by the portfolio.

4.10 Any material change in the investment policy of the portfolio shall constitute an amendment of the Deed, andshall be subject to the provisions of clause 59 of the Deed, in which event investors shall be given reasonable noticeto enable them to redeem their participatory interest prior to implementation of the change.”

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5. SERVICE CHARGE AND METHOD OF CALCULATION

5.1 For the purposes of clauses 44 and 45 of the Deed, the manager is entitled to a service fee (exclusive of VAT) percalendar month, payable monthly in arrears, accruing daily and calculated as follows:

5.1.1 D x 200bpsx N

365

Where:

D = the daily market value of the total assets of the portfolio excluding income accruals and permissibledeductions, if any;

bps = basis points;

N = number of days in the month in question; or

5.1.2 any lower amount nominated at the manager’s discretion.

5.2 The manager may change any charge for this portfolio, introduce additional charges or change the method ofcalculation of any charge that could result in an increase in charges, provided that:

5.2.1 not less than 3 months’ written notice has been given to every investor;

5.2.2 the necessary amendments to the Deed have been effected; and

5.2.3 the prior written approval of the JSE has been obtained.”

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28 PRINTED BY INCE (PTY) LTD REF. W2CF06906