OLD MUTUAL EQUITY GROWTH ASSETS SOUTH AFRICA FUND, POS AMI, 1996-09-27

OLD MUTUAL EQUITY GROWTH ASSETS SOUTH AFRICA FUND
POS AMI, 1996-09-27

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<PAGE> 1

As filed with the Securities and Exchange Commission on September 27, 1996

File No. 811-9136

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER

THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 2

OLD MUTUAL EQUITY GROWTH ASSETS SOUTH AFRICA FUND
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

CLARENDON HOUSE, 2 CHURCH STREET
HAMILTON 11, BERMUDA
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:

(441) 296-1201

JOHN COLLIS

CLARENDON HOUSE, 2 CHURCH STREET,
HAMILTON 11, BERMUDA
(NAME AND ADDRESS OF AGENT FOR SERVICE)

COPY TO:
ROGER P. JOSEPH, BINGHAM, DANA & GOULD LLP,
150 FEDERAL STREET, BOSTON, MA 02110

------------------------------------------------------------------------

<PAGE> 2

EXPLANATORY NOTE

Shares of beneficial interest in the Registrant are not registered under
the Securities Act of 1933, as amended (the "1933 Act"), because such shares are
issued solely in private placement transactions which do not involve any "public
offering" within the meaning of Section 4(2) of the 1933 Act. Investments in the
Registrant may be made only by entities which are "accredited investors" within
the meaning of Regulation D under the 1933 Act. This Registration Statement does
not constitute an offer to sell, or the solicitation of an offer to buy, any
shares of beneficial interest in the Registrant.

<PAGE> 3

PART A

Responses to Items 1 through 3 and 5A have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form N-1A.

Item 4. General Description of Registrant.

See "Investment Objective and Policies," "South Africa," "Investment
Considerations" and "General Information" in the Private Placement Memorandum
which is attached hereto and incorporated herein by reference.

Item 5. Management of the Fund.

See "Management and Administration," "Offering of Shares - Expense
Reimbursement" and "General Information" in the Private Placement Memorandum
attached hereto.

Item 6. Capital Stock and Other Securities.

See "Summary of the Offering-Dividends," "Valuation of Shares," "Tax
Matters," "General Information" and "Additional Information" in the Private
Placement Memorandum attached hereto.

Item 7. Purchase of Securities Being Offered.

See "Valuation of Shares," "Offering of Shares" and "General Information" in
the Private Placement Memorandum attached hereto.

Item 8. Redemption or Repurchase.

See "Redemptions" and "General Information - Purchase Right" in the Private
Placement Memorandum attached hereto.

Item 9. Pending Legal Proceedings.

Not applicable.

<PAGE> 4

CONFIDENTIAL Offeree:
PRIVATE PLACEMENT MEMORANDUM Number:

OMEGA SOUTH AFRICA FUND

(OLD MUTUAL EQUITY GROWTH ASSETS SOUTH AFRICA FUND)

OFFERING OF
SHARES OF BENEFICIAL INTEREST

This document is to be distributed only when accompanied by a copy of the
most recent annual or semi-annual report of the Fund. The most recent annual or
semi-annual report of the Fund forms part of, and is incorporated by reference
in, this Private Placement Memorandum.

The Shares offered hereby have not been and will not be registered under
the Securities Act of 1933, as amended, or any state securities laws. The Fund
has registered as an investment company under the Investment Company Act of
1940, as amended. Neither the Securities and Exchange Commission nor any state
securities authority has reviewed this Private Placement Memorandum or passed
upon the merits of this offering.

The Shares are subject to restrictions on transfer. There is no public
market for the Shares, and none is expected to develop.

This Private Placement Memorandum does not constitute an offer to sell, or
the solicitation of an offer to purchase, the Shares in any jurisdiction in
which such offer or solicitation is not authorized or to or from any person
unless the name of such person and a control number appear above on this cover
page.

This Private Placement Memorandum is confidential and is not to be
reproduced or circulated, in whole or in part, without the prior written
approval of a Placement Agent.

The Placement Agents have not independently verified any of the information
contained in this Private Placement Memorandum (financial, legal, or otherwise),
and no representation or warranty, express or implied, is made by the Placement
Agents as to the accuracy or completeness of the information contained herein.
No person is authorized to give any information or make any representation not
contained in this Private Placement Memorandum in connection with the Offering
and, if given or made, such information or representation must not be relied on
as having been authorized by the Fund or the Placement Agents. The delivery of
this Private Placement Memorandum at any time does not imply that information in
this Private Placement Memorandum is correct as of any time subsequent to the
date of this Private Placement Memorandum.

RAND
INTERNATIONAL
FLEMING MARTIN SECURITIES SBC WARBURG INC.
LOGO LOGO LOGO

Placement Agents

August 1, 1996
(as updated)

<PAGE> 5

INVESTMENT HIGHLIGHTS

OLD MUTUAL HAS CREATED A UNIQUE FUND STRUCTURE OFFERING INSTITUTIONAL
INVESTORS INSTANT ACCESS TO THE SOUTH AFRICAN MARKET. THE FUND COMBINES THE
LIQUIDITY OF AN OPEN-END FUND WITH THE PORTFOLIO STABILITY AND REDUCED TRADING
COSTS ASSOCIATED WITH A CLOSED-END FUND.

SOUTH AFRICA

- South Africa, with the largest economy in Africa, has exciting growth
potential no longer constrained by international sanctions.

- The earnings of companies included in The Johannesburg Stock Exchange
("JSE") Actuaries All Share Index are forecast to grow by approximately
21% in each of 1996 and 1997. Assuming constant share prices and
projected earnings growth, the price earnings multiple of the JSE
Actuaries All Share Index, which at May 31, 1996 was 17.2 times, would
fall to 15.3 times at December 31, 1996 and to 12.6 times at December
31, 1997.*

OLD MUTUAL

- Old Mutual, the parent company of the Fund's Adviser, is South Africa's
largest financial institution with over U.S.$40 billion of assets under
management, which includes over U.S.$25 billion of equity securities.

- Old Mutual has actively managed South African equity portfolios for over
30 years and has a South Africa team of over 60 investment
professionals.

THE FUND

Size: Approximately U.S.$1 billion at June 30, 1996.
Investors can establish significant holdings.

Established Portfolio: Immediate exposure to the JSE without market impact
or initial acquisition costs for portfolio
securities.

Redemptions: Any amount on any Business Day.

Liquidity: Redemptions funded by a separate pool of securities
held by Old Mutual Fund Holdings rather than through
sales of portfolio securities. This substantially
reduces Fund trading costs.

Management Fee: 0.60% per annum of daily net assets.

</TABLE>

The above Investment Highlights are qualified in their entirety by the
information set forth elsewhere in this Private Placement Memorandum (this
"Memorandum"). Investors should carefully review this Memorandum before
investing.

- ---------------
*Based upon the average of earnings forecasts provided by Smith Borkum Hare
(Pty) Ltd.; Ivor Jones, Roy & Co. Inc.; and Fleming Martin Securities Ltd.,
three South African brokerage firms that are not affiliated with Old Mutual.
Fleming Martin Securities Ltd. is affiliated with Fleming Martin Inc., one of
the Placement Agents.

i
<PAGE> 6

OLD MUTUAL
EQUITY GROWTH ASSETS
SOUTH AFRICA FUND

SUMMARY OF THE OFFERING

This Summary is qualified in its entirety by the information set forth
elsewhere in this Private Placement Memorandum (this "Memorandum"). Investors
should carefully review this Memorandum before investing.

FUND.......................... Old Mutual Equity Growth Assets South Africa
Fund (the "OMEGA South Africa Fund") is a
Massachusetts business trust that seeks
long-term total return in excess of that of The
Johannesburg Stock Exchange ("JSE") Actuaries
All Share Index from investment in equity
securities of South African issuers. Under
normal circumstances, at least 95% of the
Fund's total assets will be invested in equity
securities of South African issuers that are
listed on a securities exchange.

For purposes of the Fund's investment policies,
a South African issuer is an issuer that meets
one of the following tests: (i) its principal
offices or operations are located in South
Africa; or (ii) it derives at least 50% of its
revenues from operations or investments in
South Africa. See "INVESTMENT OBJECTIVE AND
POLICIES".

MASTER TRUST.................. Rather than directly acquire and manage its own
portfolio of securities, the OMEGA South Africa
Fund invests all of its investable assets in
Old Mutual South Africa Equity Trust (the
"Master Trust"), a Massachusetts trust with its
principal place of business in Bermuda that has
the same investment objective as the OMEGA
South Africa Fund.

ALL REFERENCES IN THIS MEMORANDUM TO THE "FUND"
APPLY TO BOTH THE OMEGA SOUTH AFRICA FUND AND
THE MASTER TRUST, EXCEPT AS OTHERWISE
INDICATED.

INVESTMENT ADVISER............ Old Mutual Asset Managers (Bermuda) Limited
(the "Adviser") is the investment adviser to
the Master Trust. The Adviser is a wholly-owned
subsidiary of the South African Mutual Life
Assurance Society ("Old Mutual"), which is the
largest (in terms of 1995 year-end total
assets) and oldest insurer in South Africa. At
June 30, 1996 Old Mutual had total assets under
management of over U.S.$40 billion. The OMEGA
South Africa Fund does not have a separate
investment adviser, because it invests all of
its investable assets in the Master Trust.

The Master Trust pays the Adviser a management
fee of 0.60% per annum of the Master Trust's
daily net assets (the "Management Fee"). The
Management Fee accrues daily
on an annualized basis and is paid monthly in
arrears. See "MANAGEMENT AND ADMINISTRATION --
Adviser".

INITIAL PORTFOLIO............. Shortly before the launch of the OMEGA South
Africa Fund, Old Mutual transferred to the
Master Trust a portfolio

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<PAGE> 7

of South African securities (the "Initial
Portfolio") from Old Mutual's main proprietary
investment portfolio (the "Old Mutual Main
Fund") with a market value of approximately
U.S.$1 billion and holdings in 60 South African
issuers. At the time of its transfer, the
Initial Portfolio generally reflected the
equity holdings of the Old Mutual Main Fund.

As consideration for the acquisition of the
Initial Portfolio and for an initial capital
contribution, the Master Trust issued
substantially all of its beneficial interest to
Old Mutual Fund Holdings (Bermuda) Limited
("Old Mutual Fund Holdings"), a wholly-owned
subsidiary of Old Mutual.

FUND STRUCTURE................ The OMEGA South Africa Fund will invest the
proceeds of this offering of Shares (the
"Offering") in the Master Trust, which will
then apply the proceeds to redeem a
corresponding portion of the interest of Old
Mutual Fund Holdings in the Master Trust.

Old Mutual Fund Holdings will, in turn, invest
the proceeds received from the Master Trust in
Old Mutual Global Assets Fund Limited, a mutual
fund organized under the laws of Bermuda that
invests in a portfolio of South African and
international securities (the "Global Fund").
Old Mutual initially capitalized the Global
Fund with approximately U.S.$500 million of
South African securities. At June 30, 1996 the
net assets of the Global Fund were in excess of
U.S.$624 million. Investors in Shares will not
acquire any interest in the Global Fund.
Instead, the Global Fund is designed to provide
a pool of securities to fund redemptions of
Shares, as noted under "Redemptions and
Liquidity Facility" below. Old Mutual Fund
Holdings is the sole shareholder of the Global
Fund. See "LIQUIDITY FACILITY AND THE GLOBAL
FUND".

VALUATION OF SHARES........... The net asset value per Share is determined as
of 10:00 a.m. (Eastern time) on each day on
which the New York Stock Exchange is open for
trading (a "Business Day"). The Fund generally
values JSE listed securities based on their
current JSE ruling price, and converts prices
from South African rand ("S.A. Rand") to U.S.
dollars using exchange rates prevailing as of
the time the net asset value is to be
determined. Trading may take place in
securities held by the Master Trust on days
that are not Business Days and on which it will
not be possible to purchase or redeem Shares.
See "VALUATION OF SHARES".

OFFERING AND SUBSCRIPTION
PROCEDURE.................... The OMEGA South Africa Fund is offering Shares
on a continuous basis at a price equal to their
net asset value. A sales charge of up to 0.35%
of that price may be applied by the Placement
Agents. Investors that wish to subscribe for
Shares are required to complete the
subscription form circulated by the Placement
Agents. The office of the Transfer Agent will
be open to accept subscription forms from

2
<PAGE> 8

12:00 noon to 4:00 p.m. (Eastern time) on every
Business Day. Subscription forms received by
4:00 p.m. (Eastern time) on any Business Day
will be processed based on the net asset value
as determined on the next Business Day.
Subscription forms reaching the Transfer Agent
after 4:00 p.m. (Eastern time) on any Business
Day will be deemed to have been received at
12:00 noon (Eastern time) on the next Business
Day. Full payment for Shares is due in cash by
3:00 p.m. (Eastern time) on the second Business
Day following receipt (or deemed receipt) of
the subscription form by the Transfer Agent.
The minimum purchase for any investor is U.S.$5
million, provided the minimum purchase may, in
particular circumstances, be reduced for
certain investors to not less than U.S.$1
million.

The Shares are being offered and sold only to
investors that are "accredited investors" as
defined in Regulation D under the Securities
Act of 1933, as amended (the "1933 Act"). See
"OFFERING OF SHARES".

PLACEMENT ARRANGEMENTS........ The OMEGA South Africa Fund has engaged Fleming
Martin Inc., Rand International Securities LLC,
and SBC Warburg Inc. to act as placement agents
for the Offering (the "Placement Agents"). Each
of the Placement Agents will be entitled to
apply a sales charge of up to 0.35% of the net
asset value of the Shares placed by it. Old
Mutual Fund Holdings may make additional
payments to the Placement Agents or other
parties of 0.25% of the price of Shares sold in
the Offering. See "OFFERING OF SHARES --
Offering".

REDEMPTIONS AND LIQUIDITY
FACILITY..................... Investors may request redemption of Shares on
any Business Day. The office of the Transfer
Agent will be open to accept redemption
requests from 12:00 noon to 4:00 p.m. (Eastern
time) on every Business Day. Redemption
requests reaching the Transfer Agent after 4:00
p.m. (Eastern time) on any Business Day will be
deemed to have been received at 12:00 noon
(Eastern time) on the next Business Day.

In order to fund redemptions, the OMEGA South
Africa Fund will redeem a corresponding portion
of its interest in the Master Trust. To the
extent required to provide funds for redeeming
Shares, Old Mutual Fund Holdings will withdraw
monies from the Global Fund and invest those
monies in the Master Trust (the "Liquidity
Facility"). Old Mutual Fund Holdings may not
terminate the Liquidity Facility without giving
at least 120 days notice to registered holders
of Shares ("Shareholders") for so long as the
Adviser serves as investment adviser to the
Master Trust. Any termination of the
Liquidity Facility would not affect Shareholder
redemption rights.

Shares will be redeemed at net asset value (as
next determined) subject to a redemption fee
charged by the OMEGA South Africa Fund of 1.65%
of redemption proceeds (the "Redemption Fee").
For so long as Old Mutual Fund

3
<PAGE> 9

Holdings provides the Liquidity Facility, the
OMEGA South Africa Fund will pay to Old Mutual
Fund Holdings amounts collected in respect of
the Redemption Fee as compensation for the
Liquidity Facility.

The Fund believes that the Liquidity Facility
will substantially reduce the trading costs of
the Fund. See "REDEMPTIONS" and "LIQUIDITY
FACILITY AND THE GLOBAL FUND".

TRANSFER OF SHARES............ There is no public market for the Shares, and
none is expected to develop. Transfers of
Shares are subject to restrictions for purposes
of complying with securities laws. One or more
broker-dealers, including the Placement Agents,
may on a private basis arrange purchases and
sales of Shares. However, no party is obligated
to arrange purchases and sales of Shares, and
there can be no assurance that any private
market for Shares will, if established, be
continued. See "GENERAL INFORMATION --
Transfers of Shares".

DIVIDENDS..................... Dividend income from the OMEGA South Africa
Fund is not expected to be a significant
portion of the long-term total return.
Substantially all of the Fund's net income from
dividends and interest will be distributed to
Shareholders semi-annually on or about the last
day of June and December of each year. The
Fund's net realized capital gains will be
distributed to the Shareholders at least
annually. Dividends may be automatically
reinvested at the written election of the
investor, provided the OMEGA South Africa Fund
reserves the right to suspend or terminate this
reinvestment privilege.

NON-U.S. FUND................. The Old Mutual SAGA Fund, a mutual fund
organized under the laws of Bermuda (the
"Non-U.S. Fund"), also invests in the Master
Trust. Shares of the Non-U.S. Fund are offered
outside of the U.S. to non-U.S. investors. The
operating expenses, distribution policies, and
sales charges of the OMEGA South Africa Fund
and the Non-U.S. Fund may not be the same.

CERTAIN TAX MATTERS........... For investors subject to U.S. federal income
tax, OMEGA South Africa Fund dividends and
capital gains distributions will be subject to
federal income tax and may be subject to state
and local taxes. Prior to purchasing Shares,
investors should consult with their tax
advisers concerning the consequences of an
investment in the OMEGA South Africa Fund. See
"TAX MATTERS".

INVESTMENT COMPANY ACT........ Each of the OMEGA South Africa Fund and the
Master Trust has registered as an investment
company under the Investment Company Act of
1940, as amended (the "1940 Act"). Neither the
Securities and Exchange Commission
nor any state securities authority has reviewed
this Memorandum or passed upon the merits of
the Fund or the Shares.

ERISA......................... Assets of the Fund will not be considered "plan
assets" of Shareholders that are pension or
benefit plans subject to the

<PAGE> 10

Employee Retirement Income Security Act of
1974, as amended ("ERISA"). The OMEGA South
Africa Fund does not impose a limit on the
number of Shares that may be held by ERISA
investors. See "ERISA MATTERS".

MANAGEMENT AND
ADMINISTRATION................ The Fund is supervised by a board of trustees.
State Street Bank and Trust Company, either
directly or through an indirect wholly-owned
subsidiary, provides certain administrative
services to the Fund. See "MANAGEMENT AND
ADMINISTRATION".

CUSTODIAN AND SUB-CUSTODIAN... State Street Bank and Trust Company serves as
custodian for the Master Trust and the OMEGA
South Africa Fund. Standard Bank of South
Africa serves as sub-custodian for the Master
Trust's South African registered assets.

TRANSFER AGENT................ State Street Bank and Trust Company serves as
transfer agent for the OMEGA South Africa Fund
(the "Transfer Agent").

VOTING RIGHTS................. Shareholders are entitled to vote on the
election of the trustees of the Fund and on
certain important matters, including (i)
certain amendments to the declarations of trust
of the OMEGA South Africa Fund and the Master
Trust, (ii) changes in the investment objective
and fundamental investment restrictions, and
(iii) material amendments to the investment
advisory agreement between the Master Trust and
the Adviser, or the adoption of a new
investment advisory agreement.

REPORTS TO SHAREHOLDERS....... The OMEGA South Africa Fund will furnish to
Shareholders audited annual financial
statements for its fiscal years ending
June 30 and unaudited semi-annual financial
statements for the six month periods to
December 31. In addition, the OMEGA South
Africa Fund will provide annual tax information
to Shareholders.

EXPENSES...................... The OMEGA South Africa Fund and the Master
Trust are responsible for the ongoing expenses
of conducting their affairs. The Adviser will
reduce or rebate a portion of the Management
Fee as necessary so that ordinary operating
expenses of the OMEGA South Africa Fund,
including its share of the Management Fee and
the amortization of certain organizational
expenses, will not exceed 1.00% per annum of
its daily net assets. See "GENERAL INFORMATION
-- Expenses". The OMEGA South Africa Fund will
reimburse the Adviser for certain marketing
expenses incurred (or advanced to the Placement
Agents or others) by the Adviser in the
placement of Shares, provided the amount of
such reimbursements in any year will not exceed
0.05% of the average daily net assets of the
OMEGA South Africa Fund for such year. See
"OFFERING OF SHARES -- Expense Reimbursement".

5
<PAGE> 11

INVESTMENT CONSIDERATIONS..... The Fund invests primarily in securities of
South African issuers and is, as a result,
particularly subject to risks affecting South
Africa. Investment in South Africa is subject
to various risks, including political
uncertainties. South African securities markets
are less liquid than securities markets in more
developed countries. See "INVESTMENT
CONSIDERATIONS".

6
<PAGE> 12

INVESTMENT OBJECTIVE AND POLICIES

INVESTMENT OBJECTIVE

The Fund's investment objective is long-term total return in excess of that
of the JSE Actuaries All Share Index from investment in equity securities of
South African issuers. There can be no assurance that the Fund will achieve its
investment objective.

INVESTMENT POLICIES

The OMEGA South Africa Fund seeks to achieve its investment objective by
investing all of its investable assets in the Master Trust.

The Master Trust seeks to achieve its investment objective by investing in
equity securities of South African issuers. Under normal circumstances, at least
95% of the Master Trust's total assets will be invested in equity securities of
South African issuers that are listed on a securities exchange. The Master Trust
may invest up to 5% of its total assets in securities that are, at the time of
the investment, not listed on a securities exchange (although such investments
will generally be limited to securities that are expected to be listed on an
exchange within a reasonable period of time).

In managing the Master Trust's assets the Adviser will not speculate for
short-term gain but will focus on securities that, in the Adviser's opinion, are
likely to show long-term improvements in profits and cash flow. Less weight will
be accorded to short-term and cyclical factors. This approach is designed to
result in strong dividend growth and capital appreciation. Historically, South
African issuers have retained a high proportion of earnings and, if this policy
continues, it is likely that the long-term total return would largely be in the
form of capital appreciation.

For purposes of the Master Trust's investment policies, a South African
issuer is an issuer that meets one of the following tests: (i) its principal
offices or operations are located in South Africa; or (ii) it derives at least
50% of its revenues from operations or investments in South Africa. Equity
securities are defined as common stock, securities convertible into common
stock, and securities that participate in profits in a similar manner to common
stock. Equity securities may be purchased in the form of American Depositary
Receipts, European Depositary Receipts, Global Depositary Receipts, or other
similar securities representing equity securities.

CERTAIN RESTRICTIONS

Limitation on Investment in a Single Issuer. The Master Trust will not
purchase securities of any issuer if, upon completion of the purchase, (i) more
than 7.5% of the Master Trust's assets (taken at market value) would be invested
in securities of the issuer, or (ii) the Master Trust would own in excess of 10%
of the voting securities of the issuer.

Limitation on Investment in Old Mutual Group Controlled Issuers. The Fund
will not purchase securities of any issuer in which Old Mutual, its wholly-owned
subsidiaries, and investment vehicles managed by Old Mutual or its wholly-owned
subsidiaries (collectively, the "Old Mutual Group") own in the aggregate in
excess of 50% of the outstanding equity interest or where the acquisition would
result in the Old Mutual Group owning in the aggregate in excess of 50% of the
outstanding equity interest, provided this restriction (i) will not apply to the
OMEGA South Africa Fund's investment in the Master Trust and (ii) will not
prohibit the Fund from electing to receive dividends consisting of securities,
or exercising rights issued in a rights offering, upon the same terms generally
available to other investors. The acquisition of the Initial Portfolio was not
subject to this limitation. The Fund may, therefore, hold securities of certain
issuers in which the Old Mutual Group owns in excess of 50% of the outstanding
equity interest.

Limitation on Control or Participation in Takeovers. The Fund will not
participate in any effort to replace the management of any issuer or take legal
or management control of any issuer, provided this restriction will not prohibit
the Fund from (i) accepting a tender or takeover offer made generally to holders
of particular securities or (ii) voting its securities, or granting a proxy to

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<PAGE> 13

vote its securities, in any proxy contest that is not, directly or indirectly,
organized by a member of the Old Mutual Group. This restriction will not apply
to the OMEGA South Africa Fund's investment in the Master Trust.

Borrowing. The Fund will not borrow money or purchase securities on
margin, except the Fund may, as a temporary measure for extraordinary or
emergency purposes, borrow from banks in an amount not to exceed 5% of the value
of the Fund's net assets.

Temporary Investments. For temporary defensive purposes, the Master Trust
may invest in high quality money market or short-term debt securities
denominated in U.S. dollars or another currency.

Short Positions. The Master Trust will not make short sales of securities
or maintain a short position.

Hedging and Derivative Securities. The Master Trust does not intend to
engage in currency hedging, although the Master Trust reserves the right to do
so. While the Master Trust is permitted to purchase derivative securities, it
does not expect that these will represent a significant portion of its
portfolio. Not more than 5% of the net assets of the Master Trust may be applied
to margin payments on futures contracts (other than hedging contracts).

Lending of Securities. The Master Trust may lend its securities to
approved institutional borrowers. Any such loan will be required to be secured
continuously by collateral, including cash or U.S. Treasury obligations,
maintained on a current basis at an amount at least equal to the market value of
the securities loaned. The value of the securities loaned will not exceed
33 1/3% of the value of the Master Trust's net assets.

Portfolio Turnover. The Master Trust will sell securities whenever the
Adviser believes that an issuer's long-term potential to increase its cash flow
and dividends has been reduced or if cash is needed to invest in issuers which
have better long-term growth potential, without regard to the length of time the
securities have been held. The Adviser does not intend to pursue short-term
trading opportunities. The turnover rate of the Master Trust is not expected to
exceed 25% annually.

ADDITIONAL RESTRICTIONS

Certain other restrictions are described under "GENERAL INFORMATION --
Certain Conflicts of Interest". The registration statements of the OMEGA South
Africa Fund and the Master Trust under the 1940 Act contain additional
restrictions on the investment policies of the Fund. A copy of the registration
statement of each of the OMEGA South Africa Fund and the Master Trust will be
provided to potential investors upon request. The registration statement of each
of the OMEGA South Africa Fund and the Master Trust can be inspected without
charge at the office of the Securities and Exchange Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies may be
obtained therefrom at prescribed rates.

GENERAL

The investment objective of the OMEGA South Africa Fund described under
"Investment Objective" above may not be changed materially except by a majority
vote of Shareholders.

The Master Trust has undertaken to the OMEGA South Africa Fund and the
Non-U.S. Fund that it will not make any material change to its investment
objective described under "Investment Objective" above or to its investment
policies described under "Investment Policies" above except in unforeseen
circumstances and with the approval of a majority vote of the Shareholders and a
majority vote of shareholders of the Non-U.S. Fund.

Except as otherwise indicated, the investment policy and restrictions of
the OMEGA South Africa Fund and the investment restrictions of the Master Trust
may be changed without Shareholder approval.

<PAGE> 14

The percentage limitations set forth above, as well as those described
elsewhere in this Memorandum and in the registration statements of the OMEGA
South Africa Fund and the Master Trust under the 1940 Act, are measured and
applied only at the time an investment is made or another relevant action is
taken by the Fund.

SOUTH AFRICA

South Africa, with the largest economy in Africa in terms of GDP, has, in
the opinion of the Adviser, exciting growth potential no longer constrained by
international sanctions. The Adviser believes that South Africa combines the
potential of a developing economy with the infrastructure and corporate culture
more typical of an advanced industrialized country.

GENERAL

Until April 1994, political power in South Africa lay largely in the hands
of the white minority. The system of apartheid created considerable social and
political tensions and led to the progressive isolation of South Africa from the
world community. In April 1994, the Government of National Unity (the
"Government") was formed as a result of South Africa's first multi-racial, fully
democratic elections. The Government's majority party is the African National
Congress ("ANC"), which is led by President Nelson Mandela. The success of the
elections removed important obstacles to growth and created an environment that
is more conducive to both domestic and foreign investments. Negotiations on a
permanent constitution for South Africa were completed on schedule in May 1996.
Subject to ratification by the Constitutional Court, the permanent constitution
would then become effective in 1999.

Although generally smooth, the transition to democratic rule has been
accompanied by localized violence and social unrest which may continue in the
future. At the end of June 1996, the National Party, which was a minority party
in the Government, left the Government almost immediately after adoption of the
final constitution in early May 1996. The Inkatha Freedom Party ("IFP") is still
a minority partner in the Government.

THE STATE OF THE BUSINESS CYCLE

The South African economy has been in recovery from June 1993, following
the longest post-war recession from March 1989 to May 1993. During this
recession real GDP declined by more than 5% from peak to trough. The recovery
from around mid-1993 was partly of a cyclical nature in the form of rising
commodity prices, a sharp recovery in agricultural output following the end of
the drought in 1993, and rising exports owing to the upswing in the economies of
some of South Africa's trading partner countries. More fundamentally, in the
view of the Adviser, the relatively smooth political transition, the official
end of sanctions, and the gradual normalization of the country's international
relations strongly supported the recovery through improved business (local and
foreign) and consumer confidence.

Real GDP growth rates of 1.3% and 2.7% were registered in the years 1993
and 1994, respectively. The pace of the recovery slowed during 1995 under the
impact of lower agricultural and mining production and a more restrictive
economic policy, with year-on-year GDP growth receding from 3.7% in the first
quarter to 2.4% in the fourth quarter. Nevertheless, for the year as a whole GDP
registered 3.3% growth. With the turnaround in agricultural production after a
very good rainfall season, total GDP growth was maintained at 3.3% on an
annualized basis in the first quarter of 1996. However, the slower growth
momentum spilled over into the non-primary sectors in the first quarter of 1996,
when GDP growth in these sectors managed only 0.7% on an annualized basis.
Growth prospects for 1996 and 1997 were weakened further by a sudden slump in
the exchange rate of the S.A. Rand and a subsequent increase in interest rates.

Between February and early May 1996 the S.A. Rand per U.S. dollar exchange
rate weakened by more than 20%. This was due to a number of factors, including
initially a perceived overvaluation

9
<PAGE> 15

of the S.A. Rand, increasing pessimism regarding the longer term growth
potential and management of the economy, and worries about the health of
President Mandela. The draining of liquidity from the domestic economy through a
sudden bout of capital outflows forced the South African Reserve Bank to
increase its Bank rate by one percentage point. Commercial banks immediately
raised their prime lending rates by a similar amount, and soon thereafter by
another percentage point as liquidity in the money market remained extremely
tight.

The S.A. Rand per U.S. dollar exchange rate stabilized in late May 1996.
Stability also returned to the money market where liquidity conditions eased and
the major commercial banks announced a reduction in their prime interest rates
of one percentage point with effect from July 1, 1996.

Despite the short-term interruption caused by the currency depreciation,
the Adviser believes that the more competitive S.A. Rand exchange rate, the
expected stronger world economic recovery in 1997, and the Government's
long-term macro-economic strategy, should lead to increased domestic and
international confidence in the local economy. The Government's new macro-
economic strategy, released on June 14, 1996, includes measures aimed at
maintaining the competitive advantages of the recent weakening of the exchange
rate and achieving a faster reduction of the budget deficit (in effect a fiscal
policy designed to be more supportive of monetary policy), a further reduction
of inflation, and an acceleration of tariff reductions. A more flexible labor
market is also advocated. The Adviser is of the opinion that this package will
be good for stability and investor confidence.

Thus, although the currency crisis probably will lead to a faster than
expected slowdown in growth over the short-term, the Adviser believes that the
longer term prospects remain good.

The following table shows the current real GDP growth forecasts for 1996,
1997, and 1998 of four prominent South African institutions:
- --------------------------------------------------------------------------------
REAL GDP GROWTH FORECASTS
% CHANGE

<TABLE>
<CAPTION>
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Bureau for Economic Research........... 3.5 4.2 3.0
Smith Borkum Hare (Pty) Ltd. .......... 3.3 1.3 2.8
Ivor Jones, Roy & Co. Inc. ............ 3.0 2.7 2.3
Fleming Martin Securities Ltd.* ....... 3.0 2.3 2.7
* Fleming Martin Securities Ltd. is
affiliated with Fleming
Martin Inc., one of the Placement Agents.
</TABLE>

- --------------------------------------------------------------------------------

SOUTH AFRICA'S INHERENT STRENGTHS

The South African economy is substantial by the standard of the "emerging
market" countries. It is by far the largest economy in Africa, with a GDP of
over U.S.$130 billion, more than twice the size of any other African economy.

The Adviser believes that there are particular features that could enhance
the performance of the South African economy in the longer term.

The Removal of Sanctions. With the lifting of sanctions, South Africa has
improving access to world markets and should benefit from any global economic
recovery. The Adviser expects that the removal of trade barriers, together
with South Africa's full participation in the Marrakech Agreement on world
trade, will lead to considerable changes in the economy, offering attractive
opportunities for domestic and foreign investors. South African exporters
stand to benefit from new trade flows.

10
<PAGE> 16

Public Sector Investment. Given the underdeveloped state of large parts of
South Africa and its rapid population growth, the Adviser expects that the
Government will make substantial investments in infrastructure and development
projects. Housing, electrification, and water provision are important
priorities, and several related sectors, such as construction, engineering, and
building materials, may benefit from development projects.

Access to Foreign Capital. By the end of 1994 total outstanding foreign
debt denominated in foreign currency amounted to U.S. $18.6 billion, or 15.4% of
GDP, down from U.S. $23.7 billion, or 42.2% of GDP, in 1985. Over the same
period, the share of export earnings absorbed by interest payments on the
outstanding debt declined from 11.5% to 6.3%. The Adviser believes that these
lower levels of foreign debt, combined with South Africa's enhanced
international standing, should allow the country access to international capital
markets. This more favorable environment has already resulted in capital flows
(not related to reserves) reversing from an outflow of S.A. Rand 15.0 billion in
1993 to inflows of S.A. Rand 5.4 billion in 1994 and a further S.A. Rand 21.7
billion in 1995. Capital inflows slowed to S.A. Rand 56 million during the first
quarter of 1996 due to outflows of short-term capital associated with
instability around the time of the depreciation of the S.A. Rand exchange rate.
However, in the view of the Adviser, evidence of improved net foreign purchases
of South African equities and bonds during June 1996 points to improved capital
inflows during the second quarter. The foreign exchange reserves figures for
June 1996 released by the South African Reserve Bank show an improvement of S.A.
Rand 800 million in the Bank's foreign currency holdings to a total of S.A. Rand
4.6 billion at June 30, 1996.

A Sophisticated Business Environment. South Africa's corporate environment
is, in the opinion of the Adviser, generally characterized by large, well
organized companies, of which a number are world class in their respective
industries. Many of these companies have considerable technical expertise and
entrepreneurial skills. Furthermore, a strong framework of commercial law
exists.

Mineral wealth. South Africa is a leading world producer of gold,
platinum, chromium, diamonds, and other strategic minerals in terms of volumes
produced.

ECONOMIC MANAGEMENT

The Adviser believes that the economic policies of the Government are
broadly market-oriented and that the maintenance of macro-economic stability
will remain a high priority. Evidence of this is to be found in the abolition of
the financial rand system, South Africa's signing of the Marrakech Agreement on
world trade, and the stated intention of the Government to gradually reduce the
budget deficit and consider the sale of certain state assets. These intentions
of the Government were reaffirmed in its macro-economic strategy document
released on June 14, 1996.

Over the past several years, the South African Reserve Bank has pursued a
conservative monetary policy aimed at protecting the exchange rate and reducing
inflation. This policy has brought results, with average inflation being reduced
from 15.3% in 1991 to 8.7% in 1995. The rate of Consumer Price Index inflation
from May 1995 to May 1996 was 5.9%. The Adviser expects inflation to rise over
the short-term due to the currency depreciation, although the Adviser does not
expect the annual rate of inflation to exceed 10% during the next 12 months.

Furthermore, South Africa's relations with the International Monetary Fund
and the World Bank have been normalized, and the Adviser expects that this will
have a stabilizing effect upon economic management.

THE JOHANNESBURG STOCK EXCHANGE

The aggregate market capitalization of South African equity securities
listed on the JSE was S.A. Rand 1,125 billion (U.S.$258 billion) as at May 31,
1996. The actual float for public trading is significantly smaller than the
aggregate market capitalization because of the large number of long-term
holdings by listed holding companies in listed subsidiaries and associates, the
existence of listed

11
<PAGE> 17

pyramid companies, and cross holdings between listed companies. Historically,
liquidity on the JSE (measured by reference to the total market value of
securities traded as a percentage of the total market capitalization) has been
low, being 7.0% in the year ended December 31, 1995. Although as at May 31, 1996
there were 634 listed companies on the JSE, market capitalization and trading is
concentrated in a relatively small number of companies. As at that date the 15
largest companies by market capitalization represented approximately 36% of the
JSE Actuaries All Share Index. The average annual dividend yield for companies
comprising the JSE Actuaries All Share Index as at May 31, 1996 was
approximately 2.1%.

Legislation implementing fundamental changes to the JSE was approved by the
South African parliament late in 1995. This has had a profound impact on the
JSE, including a move from floor based trading to screen trading, the abolition
of single capacity trading, removal of restrictions on corporate membership, the
introduction of limited liability of members, and a move from fixed to
negotiated commissions.

South Africa was included in both the Morgan Stanley Capital International
("MSCI") and the International Finance Corporation ("IFC") emerging market
indices in March and April 1995, respectively. South Africa has a significant
representation in these emerging markets indices with weightings of 10.3% in
MSCI's Emerging Markets Global Index, 8.3% in the IFC's Global Index, and 14.8%
in the IFC's Investable Index as of June 30, 1996.

The following table shows the compound annual average increase, in U.S.
dollar terms, in the JSE Actuaries All Share Index compared with the S&P 500
Index over the periods listed below to June 30, 1996.

<TABLE>
<CAPTION>
PERIODS TO JUNE 30, 1996
-----------------------------
10
3 YEARS 5 YEARS YEARS
------- ------- -------
<S> <C> <C> <C>
JSE Actuaries All Share Index*.................................. 22.1% 9.8% 16.3%
------- ------- -------
S&P 500 Index................................................... 14.2% 12.6% 10.3%
------- ------- -------
</TABLE>

- ---------------
* Figures converted to U.S. dollars using the Financial S.A. Rand exchange rate
where applicable.

INVESTMENT CONSIDERATIONS

An investment in the Shares is subject to a number of risks. Certain of
these risks are set forth below.

CONCENTRATION IN SOUTH AFRICAN SECURITIES

The Fund invests primarily in securities of South African issuers and, as a
result, is particularly subject to risks affecting South Africa and its economy
and securities markets. Investors in the Fund may therefore be subject to
greater risk and volatility than investors in investment vehicles with more
geographically diverse investment portfolios.

SOCIAL AND POLITICAL RISKS

South Africa is undergoing a period of unprecedented social and political
change. This has been accompanied by high levels of crime, violence, and social
unrest in some areas, which may continue. While some of the reasons for this
unrest have been addressed by the recent constitutional changes, others, such as
inadequate housing, education, health care, and employment opportunities, remain
to be addressed for large segments of the population. In some areas inter-tribal
and inter-community antagonisms, channeled through political rivalries,
particularly between the ANC and the IFP, have been additional causes of
violence. There can be no assurance that the South African government
will be able to bring this violence and social unrest under control or create
sufficient wealth to satisfy the socio-economic needs of the less privileged
sections of the population.

The ANC, which comprises the majority party in the Government, has in the
past espoused a socialist economic program, including nationalization of South
African industry and mineral resources and high levels of taxation. In recent
years prominent figures in the ANC have distanced

12
<PAGE> 18

themselves from socialism and have supported more market-oriented policies.
Senior ANC officials have continued to confirm that privatization is official
ANC and Government policy. In the macro-economic strategy document released by
the Ministry of Finance on June 14, 1996, these market-oriented policies were
announced as official Government policy. However, there can be no assurance that
market-oriented policies will be pursued.

The ANC's national executive has indicated concern regarding the dominant
position of a number of conglomerates in the South African market. This may lead
to a tightening of antitrust rules, with uncertain results.

The Government is a coalition that includes the ANC and the IFP. The
National Party left the Government at the end of June 1996 to become the
official opposition. The present term of the Government will end in 1999, and
under the terms of the recently negotiated constitution, a constitutional
coalition Government will not be required after 1999. With the prospect of
single party rule after 1999, the run-up to the next election may be
characterized by intense political rivalry which could include a flare-up in
politically driven social unrest. Such unrest may continue into the new
government's term of office.

In terms of its social and political infrastructure, South Africa currently
has many of the characteristics of an emerging market. Investors should
recognize that investing in emerging market jurisdictions involves certain
considerations not usually associated with investing in securities in more
developed capital markets. Investors should carefully consider their ability to
assume such risks before making an investment in the Fund.

South Africa enjoys a developed legal and commercial infrastructure with a
strong and independent judiciary and central bank. While the Government has
indicated that it supports, and the recently completed constitution protects,
their continued independence, there remains the possibility that they will come
under greater political control. In particular, the South African Reserve Bank's
attempts to maintain a responsible monetary policy may conflict with the desire
of the South African government to effect substantial and expensive social
programs.

President Mandela currently plays an important role in the South African
political structure. It is not possible to predict the consequences of a change
in President.

ECONOMIC RISKS

Growth. Economic growth is an essential element in raising standards of
living for underprivileged sectors of the South African population, and there
are many potential problems that could either inhibit or extinguish that growth.
However, there remain a number of structural issues, such as balance of payments
vulnerability, the insufficiency of domestic savings in both the private and
public sectors, and uncompetitive production processes, which may inhibit
sustained economic growth in South Africa.

Inflation. Until recently, South African inflation had persisted at annual
rates of between 10% and 20%. More recently, the South African Reserve Bank has
been successful in bringing that rate to below 10%, although the Adviser expects
inflation to rise in the short-term due to the recent currency depreciation.
There can be no guarantee that the South African government will be able, or
will have as a primary objective the desire, to keep inflation under control.

Balance of Payments/Access to Foreign Capital. Although South Africa
currently has relatively low levels of foreign debt, its foreign exchange
reserves are depleted, amounting at the end of June 1996 to only U.S.$2.6
billion or just over 4 weeks of imports of goods and services. If South Africa
fails to maintain a balance of payments surplus or is not able to access sources
of foreign capital, the government would probably have to raise interest rates
and deflate the economy.

Government Spending. A major plank of the current Government's policy is
to develop a more even distribution of wealth among the population. While the
Adviser believes that there is

13
<PAGE> 19

scope for limited tax increases, the risk remains that, if taxes and/or
government borrowings increase significantly, there could be severe adverse
consequences for the South African economy.

Commodities. Although only approximately 10% of South Africa's GDP
directly involves mining and quarrying activities, the country remains exposed
to any steep fall in world commodity prices.

Agricultural Conditions. Rainfall patterns are variable in South Africa,
and droughts occur frequently in certain parts of the country, resulting in
major fluctuations in agricultural output. Fluctuations in agricultural output
can significantly influence economic and inflation trends.

Increased Competition/Lower Tariffs. Following the lifting of sanctions
and the election of a new government, foreign companies have begun to re-enter
the South African markets. The presence of foreign competition in South African
markets may affect the profitability and share price of some South African
listed companies. South Africa is also a signatory to the Marrakech Agreement on
tariff reduction. In future years the scaling back of tariff protection may
adversely impact the performance of certain South African companies.

Exchange Controls. South Africa has a system of strict exchange controls
applicable to residents, domestic institutions, and local companies. Foreign
investors are generally not subject to exchange controls. Currently foreign
investors can freely repatriate both capital and investment returns subject to
compliance with certain exchange control approval procedures. Although the
Government and the South African Reserve Bank are following a policy of
gradually easing exchange controls, there can be no assurance that exchange
controls will not be tightened or that non-South African residents (such as the
Master Trust) will not be made subject to restrictions on dealings in assets
located or realized in South Africa. In addition there can be no assurance that
a South African administration will not seek to reverse or modify exchange
control approvals granted in relation to the establishment of the Fund. In the
event exchange controls are lifted, the volatility of South African financial
markets may increase. In addition, South Africa has on prior occasions imposed a
dual currency system, and reimposition of such a system might reduce the value
of the Fund's assets.

MARKET CHARACTERISTICS

The securities markets of South Africa are comparatively small, with the
majority of market capitalization and trading volume concentrated in a
relatively small number of companies. In addition, there is a significant degree
of cross-ownership among companies and a concentration of ownership in a
relatively small number of persons, including the Old Mutual Group.
Consequently, the Fund's investments may experience greater price volatility and
lower liquidity than a portfolio invested in equity securities of U.S.
companies.

CURRENCY RISKS

The Master Trust's assets are invested in securities denominated in S. A.
Rand, and income from these investments is received in S.A. Rand. As a result,
the Fund's net asset value and distributions, which are measured in U.S.
dollars, would be adversely affected if the value of the S. A. Rand declines
relative to the U.S. dollar. Historically, the S. A. Rand has tended to
depreciate against the U.S. dollar and between February and early May 1996 the
S.A. Rand per U.S. dollar exchange rate weakened by more than 20%.

TAXATION RISKS

It is possible that the South African government will significantly raise
taxes. South Africa does not currently impose tax on capital gains. There can be
no assurance that a capital gains tax to which the Master Trust may be subject
will not be introduced in the future.

14
<PAGE> 20

REPORTING STANDARDS

Companies in South Africa are subject to accounting, auditing, and
financial standards and requirements that differ, in some cases significantly,
from those applicable to U.S. companies. There is less publicly available
information about South African companies than about U.S. companies. South
African companies are not subject to the same degree of regulation as are U.S.
issuers with respect to such matters as insider trading rules, restrictions on
market manipulation, shareholder proxy requirements, and timely disclosure of
information.

TRANSACTION COSTS

Transaction costs, including brokerage commissions for transactions both on
and off the securities exchanges in South Africa, are generally higher than in
the U.S.

UNLISTED SECURITIES

The Master Trust may invest up to 5% of its total assets in securities that
are not listed on a securities exchange. These securities may be subject to more
abrupt or erratic changes in value than listed securities, and it may be
difficult and expensive for the Master Trust to dispose of these securities.

NON-DIVERSIFIED FUND

PRIOR EXPERIENCE OF THE ADVISER

While Old Mutual has substantial experience in investment management,
neither Old Mutual nor the Adviser, prior to November 1995, advised an
investment company registered under the 1940 Act.

MANAGEMENT AND ADMINISTRATION

TRUSTEES

Each of the OMEGA South Africa Fund and the Master Trust is supervised by a
board of trustees, a majority of whom are not affiliated with the Adviser or Old
Mutual. The current trustees of the OMEGA South Africa Fund and the Master Trust
are the same and are listed below. Asterisks indicate those trustees that are
"interested persons" (as defined in the 1940 Act) of the Fund.

*MICHAEL JOHN LEVETT, South African (aged 57), has been Chairman and
Managing Director of Old Mutual since 1990 and Managing Director since 1985. He
serves as Chairman of the board of trustees of the OMEGA South Africa Fund and
the Master Trust. He has held, and continues to hold, a number of non-executive
directorships, including Barlow Limited, an industrial company, Nedcor Limited,
a bank holding company, SASOL Limited, a chemicals company, and South African
Breweries Limited. His address is Mutualpark, Jan Smuts Drive, Pinelands, South
Africa.

*WILLIAM FRANCOIS DE LA HARPE BECK, South African (aged 73), acts as a
business consultant and a director of companies. He serves as Deputy Chairman of
the board of trustees of the OMEGA South Africa Fund and the Master Trust. He
has been a non-executive director of the South African Reserve Bank since 1982
and was, until his retirement in 1978, Group Chairman of the Mobil Companies in
South Africa. Mr. Beck was a director of Old Mutual between 1988 and 1994. His
address is P.O. Box 4854, Cape Town 8000, South Africa.

15
<PAGE> 21

WILLIAM LESTER BOYAN, American (aged 59), has been a director of John
Hancock Mutual Life Insurance Company since 1983 and was appointed as President
and Chief Operations Officer in 1992. His address is John Hancock Place, 200
Clarendon Street, Boston, Massachusetts.

THOMAS HASKINS DAVIS, Bermudian (aged 48), is President and Chief Executive
Officer of Winchester Global Trust Company Limited. He was President of
Mid-Ocean Trust Company Limited from 1994 to 1995 and was Manager Corporate
Trust at Bank of Bermuda from 1979 to 1993. His address is Williams House, 20
Reid Street, Hamilton, Bermuda.

MICHEL JOHN DREW, Bermudian (aged 60), has been President and Chief
Executive Officer of International Services Limited, a corporate services
operation, since its inception in 1977. In 1969 he established Schroders
(Bermuda) Limited, the principal operating subsidiary in Bermuda of Schroders
plc, the London merchant banking house and acted as Chief Executive Officer
until his retirement in 1994, having been elected a director in 1995, and
President in 1991. His address is 22 Church Street, Hamilton, Bermuda.

*WILLIAM LANGLEY, South African (aged 53), is President of the Adviser and
has been a member of the general management of Old Mutual since 1981. His
address is P.O. Box HM3085, Hamilton HMNX, Bermuda.

KENNETH RIGBY WILLIAMS, British (aged 60), was executive Chairman of
Westgate Overseas Limited, an international investment company, from 1986 to his
retirement in 1994. He holds non-executive directorships with Charles Baynes
plc, a company engaged in distribution and engineering, John Lusty plc, a food
distribution company, and Hudaco Industries Limited, a South African distributor
of industrial consumable goods, and was a director of South African Breweries
Limited from 1973 to 1994. His address is 15 Lime Tree Walk, Virginia Water,
Virginia Park, GU2545W, Surrey, United Kingdom.

ADVISER

Old Mutual Asset Managers (Bermuda) Limited (the "Adviser"), a wholly-owned
subsidiary of Old Mutual, is the investment adviser to the Master Trust and the
Global Fund. The Adviser was organized in 1995 as a Bermuda company for the
purpose of advising the Master Trust and the Global Fund. The Adviser's address
is 61 Front Street, Hamilton, Bermuda.

William Langley, President of the Adviser, has been responsible for the day
to day management of the Master Trust's assets since the Master Trust commenced
operations in November 1995. He joined Old Mutual in 1963, and since 1985 has
been involved in the development of Old Mutual's international businesses. Prior
to 1985 he was a senior portfolio manager, and his responsibilities included the
Old Mutual Main Fund.

Roddy Sparks, the current manager of the equity portion of the Old Mutual
Main Fund, has been responsible for providing in depth research on South African
companies to the Adviser since the Master Trust commenced operations in November
1995. He joined Old Mutual in 1986 and has managed the equity portion of the Old
Mutual Main Fund since January 1989. He is based in Cape Town.

Old Mutual provides investment research and information to the Adviser. Old
Mutual's investment division in South Africa employs over 60 investment
professionals, including 20 portfolio managers, 21 research analysts, and 5
economists. Collectively they have considerable experience of the South African
investment market and form one of the largest investment teams in the country.
Old Mutual has an extensive and detailed proprietary economic and investment
database that covers substantially all South African listed companies.

Old Mutual has been a significant investor in the South African equity
market since the early 1960's. In developing its investment philosophy Old
Mutual has focused upon long-term returns and has sought to ignore short-term
fluctuations in the market. In the early 1970's Old Mutual was a

16
<PAGE> 22

pioneer in developing a risk adjusted dividend discount model for equity
valuation that has since formed the foundation for its long-term fundamental
value approach to investment. At June 30, 1996 Old Mutual had total assets under
management of over U.S.$40 billion.

Because the OMEGA South Africa Fund invests all of its investable assets in
the Master Trust, the OMEGA South Africa Fund does not have a separate
investment adviser.

The Master Trust pays the Adviser a Management Fee of 0.60% per annum of
the Master Trust's daily net assets. The Management Fee accrues daily on an
annualized basis and is paid monthly in arrears. The Adviser is responsible for
compensating Old Mutual for research and information provided to the Adviser.

ADMINISTRATOR

State Street Bank and Trust Company (the "OMEGA Fund Administrator")
provides, either directly or through an affiliate, certain administrative and
fund accounting services (including calculation of the net asset value of the
OMEGA South Africa Fund) to the OMEGA South Africa Fund pursuant to an
administrative services agreement. State Street Cayman Trust Company, Ltd.,
either directly or through an affiliated entity (the "Master Trust
Administrator"), provides certain administrative and fund accounting services to
the Master Trust pursuant to an administrative services agreement.

The Master Trust Administrator receives an annual administration fee from
the Master Trust calculated as a percentage of the Master Trust's average daily
assets. The percentage will range from 0.05% to 0.01% per annum according to the
assets of the Master Trust. If the assets of the Master Trust total U.S.$1
billion during a year, the administration fee percentage for that year will be
0.0375%. In addition, the OMEGA South Africa Fund pays the OMEGA Fund
Administrator an annual administration fee of U.S.$40,000.

TRANSFER AGENT

State Street Bank and Trust Company (the "Transfer Agent") serves as
transfer agent and dividend disbursing agent for the OMEGA South Africa Fund.
The Transfer Agent may delegate certain of its functions to an affiliated
entity. The Transfer Agent receives an annual fee of U.S.$18,000 from the OMEGA
South Africa Fund. The principal business address of the Transfer Agent is 225
Franklin Street, Boston, Massachusetts. State Street Cayman Trust Company, Ltd.,
either directly or through an affiliated entity, will serve as registrar for the
Master Trust.

CUSTODIAN AND SUB-CUSTODIAN

State Street Bank and Trust Company (the "Custodian") serves as custodian
for the Master Trust's and the OMEGA South Africa Fund's assets. Standard Bank
of South Africa serves as sub-custodian for the Master Trust's South African
registered assets. All assets of the Master Trust and the OMEGA South Africa
Fund will be held in a segregated account in the name of the relevant Fund. The
Custodian receives an annual custody fee of 0.03% of the Master Trust's average
daily net assets. The Custodian is responsible for the fees of the
sub-custodians.

VALUATION OF SHARES

The net asset value per Share is determined on each day on which the New
York Stock Exchange is open for trading (a "Business Day"). This determination
is made by the OMEGA Fund Administrator once each day as of 10:00 a.m. (Eastern
time), being after the close of business of the JSE for that day, by adding the
market value of all securities and other assets of the OMEGA South Africa Fund
(including the value of its interest in the Master Trust), then subtracting the
OMEGA South Africa Fund's liabilities, and then dividing the result by the
number of outstanding Shares. The Master Trust Administrator calculates the net
asset value of the Master Trust as of

17
<PAGE> 23

10:00 a.m. (Eastern time) on each Business Day by adding the market value of all
securities and other assets of the Master Trust and then subtracting the Master
Trust's liabilities.

The Master Trust generally values JSE listed securities based on the
current JSE ruling price. The ruling price for a JSE listed security on any day
is the last sale price, adjusted upward to any current higher bid price or
downward to any current lower offer price. If the securities did not trade on
the JSE on the date of the valuation, they may be valued on a different basis
believed by the trustees of the Master Trust to reflect their fair value. Values
are converted from S.A. Rand to U.S. dollars using exchange rates prevailing as
of the time the net asset value is to be determined. Trading may take place in
securities held by the Master Trust on days that are not Business Days and on
which it will not be possible to purchase or redeem Shares.

The Fund may, from time to time, revise its procedures relating to the
calculation of net asset value to reflect changes in JSE trading periods and
practices.

OFFERING OF SHARES

OFFERING

The OMEGA South Africa Fund is offering Shares on a continuous basis at a
price equal to their net asset value. A sales charge of up to 0.35% of that
price may be applied by the Placement Agents. The minimum purchase for any
investor is U.S.$5 million (exclusive of sales charge), provided the minimum
purchase may, in particular circumstances, be reduced for certain investors to
not less than U.S.$1 million (exclusive of sales charge).

The OMEGA South Africa Fund has engaged Fleming Martin Inc., Rand
International Securities LLC, and SBC Warburg Inc. to act as Placement Agents
for the Offering. Each of the Placement Agents will be entitled to charge a
sales charge of up to 0.35% of the net asset value of the Shares placed by it.
Old Mutual Fund Holdings may make additional payments to the Placement Agents or
other parties of 0.25% of the price of Shares sold in the Offering. The Fund has
agreed to indemnify the Placement Agents against certain liabilities, including
liabilities under applicable securities laws.

The OMEGA South Africa Fund will, on receipt thereof, invest the proceeds
of the Offering in the Master Trust, and its interest in the Master Trust will
be increased accordingly. The Non-U.S. Fund will similarly invest the proceeds
of its offering of shares in the Master Trust. The Master Trust will then apply
the proceeds received from the OMEGA South Africa Fund and the Non-U.S. Fund to
redeem a corresponding portion of the interest of Old Mutual Fund Holdings in
the Master Trust. Old Mutual Fund Holdings will invest the proceeds of these
redemptions in the Global Fund.

The OMEGA South Africa Fund is offering the Shares without registration
under the 1933 Act as a private placement pursuant to Regulation D under the
1933 Act. The OMEGA South Africa Fund is also relying upon appropriate
exemptions from the registration requirements of applicable state securities or
blue sky laws. The Shares are being offered and sold in the U.S. only to
investors that are "accredited investors" as defined in Regulation D.

The Offering may be terminated or modified by the OMEGA South Africa Fund.
In the event that the terms of the Offering are materially modified, the new
terms will be set forth in a supplement to this Memorandum. Investors that
purchase Shares in the Offering will not have any pre-emptive rights with
respect to any further offerings.

SUBSCRIPTION PROCEDURE

Shares may be purchased on any Business Day. Investors that wish to
subscribe for Shares are required to complete the subscription form circulated
by the Placement Agents. Completed subscription forms should be returned to the
relevant Placement Agent, who, on behalf of the

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<PAGE> 24

investors, will then forward them to the Transfer Agent. All subscriptions are
subject to acceptance by the OMEGA South Africa Fund.

The office of the Transfer Agent will be open to accept subscription forms
from 12:00 noon to 4:00 p.m. (Eastern time) on every Business Day. Subscription
forms received by 4:00 p.m. (Eastern time) on any Business Day will be processed
based on the net asset value as determined on the next Business Day.
Subscription forms reaching the Transfer Agent after 4:00 p.m. (Eastern time) on
any Business Day will be deemed to have been received at 12:00 noon (Eastern
time) on the next Business Day. Full payment for Shares is due in cash by 3:00
p.m. (Eastern time) on the second Business Day following receipt (or deemed
receipt) of the subscription form by the Transfer Agent. The purchase price for
Shares subscribed for in the Offering will be payable by wire transfer to the
account of the Transfer Agent specified in the subscription form.

EXPENSE REIMBURSEMENT

The OMEGA South Africa Fund will reimburse the Adviser for certain
marketing expenses incurred (or advanced to the Placement Agents or others) by
the Adviser in the placement of Shares, provided the amount of such
reimbursements in any year will not exceed 0.05% of the average daily net assets
of the OMEGA South Africa Fund for such year. This reimbursement is authorized
pursuant to a plan of placement maintained by the OMEGA South Africa Fund. The
reimbursement will apply to marketing costs for the Shares, including costs
relating to meetings and communications with potential investors, travel, and
printing and distributing offering materials.

The OMEGA South Africa Fund will provide to its trustees quarterly a
written report of amounts reimbursed pursuant to the plan of placement. The
trustees of the OMEGA South Africa Fund will review the continuation of the plan
of placement on an annual basis.

REDEMPTIONS

Investors may request redemption of Shares on any Business Day at their net
asset value (as determined as of 10:00 a.m. (Eastern time) on the next Business
Day), subject to a Redemption Fee charged by the OMEGA South Africa Fund of
1.65% of redemption proceeds. Redemption requests should be submitted in writing
to the Transfer Agent on a form available from the OMEGA South Africa Fund or
the Transfer Agent. The office of the Transfer Agent will be open to accept
redemption requests from 12:00 noon to 4:00 p.m. (Eastern time) on every
Business Day. Redemption requests reaching the Transfer Agent after 4:00 p.m.
(Eastern time) on any Business Day will be deemed to have been received at 12:00
noon (Eastern time) on the next Business Day. The Transfer Agent may require
evidence of the authority of persons submitting any redemption request.
Redemption proceeds will be paid in federal funds within seven days following
receipt of a redemption request in proper form.

In order to fund redemptions, the OMEGA South Africa Fund will redeem a
corresponding portion of its interest in the Master Trust. For so long as Old
Mutual Fund Holdings provides the Liquidity Facility, the OMEGA South Africa
Fund will pay to Old Mutual Fund Holdings amounts collected in respect of the
Redemption Fee as compensation for the Liquidity Facility. Should the Liquidity
Facility be terminated, the OMEGA South Africa Fund will pay amounts collected
in respect of the Redemption Fee to the Master Trust.

The Fund believes that the Liquidity Facility will substantially reduce the
trading costs of the Fund. The Redemption Fee will not apply to direct or
indirect transfers of Shares from one investor to another.

LIQUIDITY FACILITY AND THE GLOBAL FUND

The Adviser serves as investment adviser to Old Mutual Global Assets Fund
Limited, a mutual fund organized under the laws of Bermuda (the "Global Fund").
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN
OFFER TO PURCHASE, ANY SECURITIES OF THE GLOBAL

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<PAGE> 25

FUND. Old Mutual Fund Holdings is the sole shareholder of the Global Fund. The
Global Fund invests in broadly diversified portfolios of South African equities
and international equity, debt, and money market securities with the goal of
achieving a long-term total return. The Global Fund may only borrow to a limited
extent. The Global Fund is designed to provide a pool of securities to fund
redemptions of Shares and redemptions of shares of the Non-U.S. Fund.

Old Mutual initially capitalized the Global Fund with approximately
U.S.$500 million of South African securities. At June 30, 1996 the net assets of
the Global Fund were in excess of U.S.$624 million. Upon each issuance of Shares
(or shares in the Non-U.S. Fund) the Master Trust will redeem a portion of the
interest of Old Mutual Fund Holdings in the Master Trust, and Old Mutual Fund
Holdings will invest the redemption proceeds in the Global Fund.

Old Mutual Fund Holdings has undertaken to the Master Trust and the OMEGA
South Africa Fund that it will, to the extent required to provide funds for
redeeming Shares, liquidate all or a portion of its interest in the Global Fund
to generate cash, which Old Mutual Fund Holdings will invest in the Master
Trust. Old Mutual Fund Holdings may not terminate the Liquidity Facility without
giving at least 120 days notice to Shareholders, provided that Old Mutual Fund
Holdings may terminate the Liquidity Facility at any time without prior notice
if the Adviser ceases to be investment adviser to the Master Trust (other than
by reason of the voluntary termination of the investment advisory agreement with
the Master Trust by the Adviser). Any termination of the Liquidity Facility
would not affect Shareholder redemption rights. If the Liquidity Facility is
terminated, the Master Trust may fund redemptions by disposing of its assets.
Following termination of the Liquidity Facility, Old Mutual Fund Holdings would
be free to redeem all or part of its interest in the Master Trust.

For so long as the Liquidity Facility is made available, Old Mutual Fund
Holdings will not withdraw monies from the Global Fund except as required for
the Liquidity Facility and except for dividends paid by the Global Fund. In
addition, for so long as the Liquidity Facility is made available, Old Mutual
Fund Holdings will not withdraw monies from the Master Trust except to withdraw
cash equivalent to amounts invested in the Master Trust by the OMEGA South
Africa Fund (or the Non-U.S. Fund) and except for its proportion of the income
and realized capital profits of the Master Trust.

It is possible that at some time the value of Old Mutual Fund Holding's
investment in the Global Fund might be insufficient to fund the redemption of
all Shares submitted for redemption.

Additional investments by the OMEGA South Africa Fund in the Master Trust
that are not offset by redemptions of Master Trust interests (either by Old
Mutual Fund Holdings or the Non-U.S. Fund) will be applied to acquire additional
securities in accordance with the Master Trust's investment policies.

Old Mutual established the Global Fund pursuant to the approval of the
South African Reserve Bank for the transfer of the Initial Portfolio out of
South Africa to the Master Trust. Under South African exchange control
regulations, South African residents are not, in general, permitted to transfer
cash and investment assets out of South Africa or to hold non-South African
investments. In late 1995 the South African Reserve Bank relaxed these
regulations to permit certain "asset swaps" in which South African institutions
may exchange their South African investments for non-South African assets. Asset
swaps incorporate safeguards intended to protect South African foreign exchange
reserves. These exchange control regulations were further relaxed in early 1996
to allow certain South African institutional investors to remit abroad during
1996 up to 3% of their net inflow of funds during the 1995 calendar year. The
Global Fund is intended as a means of providing liquidity and assuring that,
when Shareholders liquidate their interests in the Master Trust by redeeming
Shares, Old Mutual Fund Holdings will acquire equivalent interests in the Master
Trust.

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<PAGE> 26

TAX MATTERS

This discussion is for general information only. Investors should consult
their own tax advisers about the tax consequences of an investment in the OMEGA
South Africa Fund before subscribing for Shares.

CERTAIN U.S. TAX MATTERS

The OMEGA South Africa Fund intends to meet the requirements of the U.S.
Internal Revenue Code of 1986, as amended (the "Code"), applicable to regulated
investment companies so that it will not be liable for any federal income or
excise taxes, although the OMEGA South Africa Fund's income may be subject to
non-U.S. taxes. The Master Trust intends to qualify as a "partnership" under the
Code, with the result that the OMEGA South Africa Fund will be required to take
into account its pro rata share of the Master Trust's income, gain, loss,
expense, credit, and other applicable items.

For investors subject to U.S. federal income tax, OMEGA South Africa Fund
dividends and capital gains distributions are subject to federal income tax and
may also be subject to state and local taxes. Generally, distributions from the
OMEGA South Africa Fund's net investment income and short-term capital gains
will be taxed as ordinary income. Distributions of net capital gains (i.e., the
excess of net long-term capital gains over net short-term capital losses) will
be taxed as such regardless of how long Shares have been held. The foregoing
rules apply without regard to whether the dividends and distributions are paid
in cash or reinvested in additional Shares. Certain Shareholders, including
individuals, trusts, estates, and certain pass-through entities, may not be
entitled to a deduction for their allocable share of certain expenses, including
management fees, incurred by the OMEGA South Africa Fund, to the extent those
expenses, together with other miscellaneous itemized deductions incurred by
those Shareholders, do not exceed 2% of their adjusted gross income.

Any OMEGA South Africa Fund dividend that is declared in October, November,
or December of any calendar year, that is payable to shareholders of record in
such a month, and that is paid the following January will be treated as if
received by the shareholders on December 31 of the year in which the dividend is
declared. The OMEGA South Africa Fund will notify shareholders regarding the
federal tax status of its distributions after the end of each calendar year.

Any OMEGA South Africa Fund distribution will have the effect of reducing
the per Share net asset value of Shares by the amount of the distribution.
Shareholders purchasing Shares shortly before the record date of any
distribution may thus pay the full price for the Shares and then effectively
receive a portion of the purchase price back as a taxable distribution.

In general, any gain or loss realized upon a taxable disposition of Shares
by a Shareholder that holds such Shares as a capital asset will be treated as
long-term capital gain or loss if the Shares have been held for more than twelve
months and otherwise as a short-term capital gain or loss. However, any loss
realized upon a disposition of Shares held for six months or less will be
treated as a long-term capital loss to the extent of any distributions of net
capital gain made with respect to those Shares. Any loss realized upon a
disposition of Shares may also be disallowed under rules relating to wash sales.

The Fund's transactions in certain forward currency contracts will be
subject to special tax rules that may affect the amount, timing, and character
of Fund income. For example, certain positions held for the Fund on the last
business day of each taxable year will be marked to market (i.e., treated as if
closed out) on that day, and any gain or loss associated with the positions will
be treated as 60% long-term and 40% short-term capital gain or loss. Certain
positions held for the Fund that substantially diminish its risk of loss with
respect to other positions in its portfolio may constitute "straddles," and
may be subject to special tax rules that would cause deferral of Fund losses,
adjustments in the holding periods of Fund securities, and conversions of
short-term into long-term capital losses. Certain tax elections exist for
straddles that may alter the effects of these rules.

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<PAGE> 27

Foreign exchange gains and losses realized by the Fund or marked to market
will generally be treated as ordinary income and losses. Use of foreign
currencies for non-hedging purposes may be limited in order to avoid a tax on
the Fund.

Certain uses of foreign currency and foreign currency forward contracts and
investment by the OMEGA South Africa Fund in certain "passive foreign investment
companies" may be limited, or a tax election may be made, if available, in order
to enable the OMEGA South Africa Fund to preserve its qualification as a
regulated investment company and to avoid imposition of a tax on the OMEGA South
Africa Fund.

While, as discussed under "South African Taxation" below, there are
currently no South African taxes that would apply to the earnings of the Fund,
in the future the Fund may pay South African taxes on its investment income. The
OMEGA South Africa Fund may also pay taxes in countries other than the United
States and South Africa. The OMEGA South Africa Fund expects to be able to elect
to "pass through" to Shareholders non-U.S. income taxes paid. If the OMEGA South
Africa Fund so elects, Shareholders will be required to treat their pro rata
portion of the non-U.S. income taxes paid by the OMEGA South Africa Fund as part
of the amounts distributed to them by the OMEGA South Africa Fund and thus
includable in their gross income for federal income tax purposes. Shareholders
who itemize deductions would then be allowed to claim a deduction or credit (but
not both) on their federal income tax returns for such amounts, subject to
certain limitations. Shareholders who do not itemize deductions would (subject
to such limitations) be able to claim a credit but not a deduction. No deduction
for such amounts will be permitted to individuals in computing their alternative
minimum tax liability. If the OMEGA South Africa Fund does not qualify or elect
to "pass through" to Shareholders non-U.S. income taxes paid by it, Shareholders
will not be able to claim any deduction or credit for any part of the non-U.S.
taxes paid by the OMEGA South Africa Fund.

Dividends and certain other payments to persons who are not citizens or
residents of the United States or U.S. entities ("Non-U.S. Persons") are
generally subject to U.S. tax withholding at a rate of 30%. The OMEGA South
Africa Fund intends to withhold tax payments at the rate of 30% on taxable
dividends and other payments to Non-U.S. Persons that are subject to such
withholding, unless a lower rate is permitted under an applicable treaty. Any
amounts overwithheld may be recovered by such persons by filing a claim for
refund with the Internal Revenue Service within the time period appropriate to
such claims. Distributions received from the OMEGA South Africa Fund by Non-U.S.
Persons also may be subject to tax under the laws of their own jurisdiction. The
OMEGA South Africa Fund is also required in certain circumstances to apply
backup withholding of 31% of taxable dividends and redemption proceeds paid to
any Shareholder (including a Non-U.S. Person) who does not furnish to the OMEGA
South Africa Fund certain information and certifications or who is otherwise
subject to backup withholding. Backup withholding will not, however, be applied
to payments that have been subject to 30% withholding.

SOUTH AFRICAN TAXATION

Income Tax. The Master Trust will be treated as a trust for South African
tax purposes with the result that income passing through the Master Trust will
retain its nature in investors' hands. South African income tax is source based
and therefore only income derived from a South African or deemed South African
source would be taxable. Dividends are exempt from tax. The withholding tax on
dividends paid to non-residents was abolished during 1995. Interest from a
source within or deemed within South Africa accruing to non-residents or
companies and other associations which are managed and controlled outside South
Africa is also exempt from tax.

Gains realized by the Master Trust on the disposal of South African
securities would be taxable if they are of a revenue nature from a business of
trading in securities. The investment policy of the Master Trust should result
in the underlying securities being held as capital investments (gains in respect
of which would not be regarded as revenue profit).

Capital gains tax. South Africa has no capital gains tax and therefore
capital gains (as opposed to share-dealing gains) on the sale of shares are not
taxable.

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<PAGE> 28

Stamp duty or Marketable Securities Tax ("MST"). Stamp duty or MST at a
rate of 0.5% is payable by the transferee on the transfer of equities. Stamp
duty is not payable with respect to transactions effected through a brokerage
firm, which are subject to MST. Special exemptions from stamp duty and MST apply
in respect of the transfer of securities of South African issuers with a foreign
branch register. Prior to April 1, 1996 stamp duty or MST was payable at a rate
of 1.0%.

Secondary Tax on Companies ("STC"). To promote reinvestment of profits, a
system of STC payable by South African companies in respect of net dividends
distributed, was introduced during 1993. The level of dividends payable to the
Master Trust would therefore be influenced by STC. The current rate of STC is
12.5%. For dividends declared prior to March 13, 1996 the STC rate was 25%.

BERMUDA TAXATION

There is no Bermuda income, corporation, or profits tax, withholding tax,
capital gains tax, capital transfer tax, estate duty, or inheritance tax payable
by the OMEGA South Africa Fund, the Master Trust, or the Shareholders, other
than Shareholders ordinarily resident in Bermuda.

ERISA MATTERS

Shares of the OMEGA South Africa Fund are available for purchase by
fiduciaries acting on behalf of employee benefit plans subject to ERISA (an
"ERISA Plan"), which otherwise meet all applicable investor criteria. See
"OFFERING OF SHARES" above. In considering an investment in the OMEGA South
Africa Fund, a fiduciary acting on behalf of an ERISA Plan should consider in
the context of the Plan's particular circumstances whether the investment will
be consistent with its responsibilities and the special constraints imposed by
ERISA and the Code.

Because the Fund is an investment company registered under the 1940 Act,
under applicable Department of Labor regulations regarding the identification of
"plan assets" for purposes of ERISA and the prohibited transaction provisions of
the Code, the investment in the Fund by an ERISA Plan will include the Shares
acquired but will not, solely by reason of the acquisition of such Shares,
include any of the underlying assets of the Fund.

The foregoing discussion is merely a summary of certain issues any
fiduciary acting on behalf of an ERISA Plan should evaluate when considering an
investment in Shares of the OMEGA South Africa Fund.

GENERAL INFORMATION

ORGANIZATION

The OMEGA South Africa Fund is a Massachusetts business trust that was
organized in September 1995 and registered on November 8, 1995 as a
non-diversified open-end management investment company under the 1940 Act. The
Master Trust is a trust that was organized in September 1995 under the laws of
Massachusetts and registered on November 9, 1995 as a non-diversified open-end
management investment company under the 1940 Act. The declaration of trust of
the Master Trust provides that the OMEGA South Africa Fund and any other
entities investing in the Master Trust are each liable for all obligations of
the Master Trust. However, it is not expected that the liabilities of the Master
Trust would ever exceed its assets.

Each of the OMEGA South Africa Fund and the Master Trust is a
non-diversified investment company, which means that it is not limited by the
1940 Act in the proportion of its assets that may be invested in the securities
of a single issuer. Each of the OMEGA South Africa Fund and the Master Trust
intends, however, to comply with diversification requirements imposed on
regulated investment companies by the Code. Under these requirements not more
than 25% of the Master Trust's total assets will be invested in securities of
any one issuer, and at least 50% of the total assets of the Master Trust will be
represented by cash, securities of other investment companies, and other

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<PAGE> 29

securities not exceeding with respect to any issuer 5% of the assets of the
Master Trust or 10% of the outstanding securities of any issuer.

INVESTMENT STRUCTURE

Rather than directly acquire and manage its own portfolio of securities,
the OMEGA South Africa Fund invests all of its investable assets in the Master
Trust, which has the same investment objective as the OMEGA South Africa Fund.
The Non-U.S. Fund also holds a beneficial interest in the Master Trust, and
other investment vehicles, if any, may acquire interests in the Master Trust
upon the same terms and conditions as the OMEGA South Africa Fund. The Non-U.S.
Fund and other investment vehicles that invest in the Master Trust may have
different operating expenses and sales charges than the OMEGA South Africa Fund.

In the event the Master Trust, by reason of a change in its investment
objective or otherwise, ceased to be a suitable investment for the OMEGA South
Africa Fund, the OMEGA South Africa Fund would withdraw its investment from the
Master Trust. In such a case the OMEGA South Africa Fund would have to consider
other means of achieving its investment objective, including engaging its own
investment adviser or investing its assets in another commingled fund with an
appropriate investment objective.

TRANSFERS OF SHARES

The Offering has not been registered under the 1933 Act, and the Shares
will therefore be "restricted securities". The OMEGA South Africa Fund may
require as a condition of any transfer of Shares receipt of an opinion of
counsel, in form and substance satisfactory to the OMEGA South Africa Fund, to
the effect that a proposed transfer may be made without registration under the
1933 Act or applicable state securities laws. The Transfer Agent maintains a
register for Shareholders.

VOTING AND OTHER RIGHTS

Each Share gives the Shareholder one vote in elections for trustees of the
OMEGA South Africa Fund and other matters submitted to Shareholders for vote.
All Shares have equal voting rights. The OMEGA South Africa Fund may issue an
unlimited number of shares and may divide Shares into series and classes.

The OMEGA South Africa Fund's activities are supervised by its board of
trustees. As a Massachusetts business trust, the OMEGA South Africa Fund is not
required to hold annual Shareholder meetings. Shareholders will be entitled to
vote on the election of the trustees of the OMEGA South Africa Fund and certain
important matters, including (i) certain amendments to the declaration of trust
of the OMEGA South Africa Fund, and (ii) changes in the investment objective and
the fundamental investment restrictions of the OMEGA South Africa Fund. Trustees
of the OMEGA South Africa Fund may be removed by a vote of the Shareholders
holding two-thirds of outstanding Shares. Each Share is entitled to participate
equally in dividends and other distributions and the proceeds of any liquidation
of the OMEGA South Africa Fund.

The Master Trust's activities are supervised by its board of trustees.
Holders of the beneficial interest in the Master Trust, including the OMEGA
South Africa Fund, will be entitled to vote on the election of the trustees of
the Master Trust and certain important matters, including (i) certain amendments
to the declaration of trust of the Master Trust, (ii) changes in the investment
objective and the fundamental investment restrictions of the Master Trust, (iii)
material amendments to the investment advisory agreement between the Master
Trust and the Adviser, or the adoption of a new investment advisory agreement,
and (iv) continuation of the Master Trust upon the withdrawal of a
holder of its beneficial interest. The trustees of the Master Trust may be
removed by a vote of the holders of two-thirds of the outstanding beneficial
interests in the Master Trust.

If the Master Trust seeks the vote of the OMEGA South Africa Fund on any
matter (other than a vote to continue the Master Trust upon the withdrawal of
another investor in the Master

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<PAGE> 30

Trust, in which circumstances the trustees of the OMEGA South Africa Fund may
vote to continue the Master Trust), the OMEGA South Africa Fund shall submit the
matter to a vote of the Shareholders and shall exercise its Master Trust voting
rights proportionately as instructed by the Shareholders that participate in the
vote. It is possible that a majority of the investors in the Master Trust (which
may comprise Old Mutual Fund Holdings) will exercise their Master Trust voting
rights in a manner contrary to the vote of the Shareholders. The OMEGA South
Africa Fund will be entitled to participate in distributions and the proceeds of
any liquidation of the Master Trust in proportion to its interest in the Master
Trust.

PURCHASE RIGHT

In the event that either the OMEGA South Africa Fund or the Master Trust
votes to dissolve, Old Mutual will be entitled to acquire all of the outstanding
Shares at a price equal to their net asset value. No Redemption Fee will apply
in this case.

SECURITIES TRANSACTIONS

CERTAIN CONFLICTS OF INTEREST

The Old Mutual Group is an important participant in the South African
securities markets. At May 31, 1996 the Old Mutual Group's JSE holdings totaled
S.A. Rand 87 billion, equal to approximately 8% of total JSE market
capitalization. At May 31, 1996 the Old Mutual Group held 5% or more of the
listed securities in 27% of the JSE traded companies, which companies
collectively represented 51% of the JSE market capitalization. As a result of
these holdings, the Old Mutual Group has a substantial interest in many of the
companies that were included in the Initial Portfolio. The Fund has adopted the
following restrictions designed to address conflicts of interest arising from
the Old Mutual Group's position in the South African securities markets:

(i) The Fund will acquire securities of companies in which the Old
Mutual Group holds 5% or more of the equity interest ("OM Affiliated
Companies") only (A) from unaffiliated brokers in open market transactions,
or (B) in transactions effected pursuant to and in compliance with Rule
17a-7 under the 1940 Act and the procedures adopted by the Master Trust
pursuant to Rule 17a-7. This restriction shall not apply to (A)
transactions approved by order of the Securities and Exchange Commission,
(B) the acquisition of the Initial Portfolio, and (C) dividends consisting
of securities, rights issued in a rights offering to existing shareholders,
and securities received upon exercise of such rights. This restriction will
not apply to the OMEGA South Africa Fund's investment in the Master Trust.

(ii) The Fund will not participate in any effort to replace the
management of any issuer, or take legal or management control of any
issuer, provided this restriction will not prohibit the Fund from (A)
accepting a tender or takeover offer made generally to holders of a
particular security or (B) voting its securities, or granting a proxy to
vote its securities, in any proxy contest that is not, directly or
indirectly, organized by a member of the Old Mutual Group. This restriction
will not apply to the OMEGA South Africa Fund's investment in the Master
Trust.

(iii) The Fund will not engage in any purchases of securities of OM
Affiliated Companies, or defer its sales of such securities, for the
purpose of supporting the price thereof.

(iv) Fund purchases and sales of the securities of OM Affiliated
Companies, as well as purchases or sales of the same securities by other
members of the Old Mutual Group at similar times, will be reviewed by (A)
the Old Mutual Surveillance Team on a regular basis and (B) the Fund
trustees on at least a quarterly basis. Old Mutual will provide the Fund
trustees with such information as they may require for purposes of this
review.

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<PAGE> 31

(v) The Fund will not purchase securities of any issuer in which the
Old Mutual Group owns in the aggregate in excess of 50% of the outstanding
equity interest or where the acquisition would result in the Old Mutual
Group owning in the aggregate in excess of 50% of the outstanding equity
interest, provided this restriction (A) will not apply to the OMEGA South
Africa Fund's investment in the Master Trust and (B) will not prohibit the
Fund from electing to receive dividends consisting of securities, or
exercising rights issued in a rights offering, upon the same terms
generally available to other investors. The acquisition of the Initial
Portfolio was not subject to this limitation. The Fund may, therefore, hold
securities of certain issuers in which the Old Mutual Group owns in excess
of 50% of the outstanding equity interest.

The Fund has applied to the Securities and Exchange Commission for an
exemptive order under Section 17 of the 1940 Act with respect to certain
purchases of securities from issuers in which the Old Mutual Group owns a
material equity interest.

Old Mutual and companies in the Old Mutual Group act as investment manager
and adviser to a number of funds, customers, and proprietary accounts (including
the Old Mutual Main Fund). The Adviser acts as investment adviser to the Master
Trust, and to the Global Fund which holds investments in South African equities.

The South African equity investments of the Master Trust, the Global Fund,
and the Old Mutual Main Fund will ordinarily be managed pursuant to
substantially similar investment objectives and policies. However, the
composition of their respective portfolios, and the purchase and sale
transactions entered into on behalf of the Master Trust, the Global Fund, and
the Old Mutual Main Fund will not be identical.

Old Mutual will use its best efforts to assure that the Master Trust has
the opportunity to participate in potential investments which fall within its
investment objective and policies such that the allocation of those investments
as between the Master Trust and the other funds, customers, and proprietary
accounts managed or advised by Old Mutual or one of its wholly-owned
subsidiaries is made on a fair and equitable basis.

EXPENSES

The OMEGA South Africa Fund and the Master Trust are responsible for the
ongoing expenses of conducting their affairs, including (i) investment advisory,
administration, custody, and transfer agency fees and expenses, (ii) legal,
audit, and accounting fees and expenses, (iii) costs of reports to and other
communications with investors, (iv) costs of preparing and filing tax returns
and reports and other governmental filings, (v) fees and expenses of trustees,
(vi) printing, copying, travel, and communication costs, and (vii) costs of
registering or qualifying Fund securities under the securities laws of various
jurisdictions. The OMEGA South Africa Fund and the Master Trust are amortizing
certain organizational and offering expenses over a period of five years from
inception.

Each of the OMEGA South Africa Fund and the Master Trust has adopted a
placement plan pursuant to Rule 12b-1 under the 1940 Act, and each of these
plans provides for the OMEGA South Africa Fund or the Master Trust, as the case
may be, to reimburse marketing expenses and pay placement fees, provided such
reimbursements and fees for any year do not exceed 0.05% of average daily net
assets of the OMEGA South Africa Fund or the Master Trust for such year.

The Adviser will reduce or rebate a portion of the Management Fee as
necessary so that ordinary operating expenses of the OMEGA South Africa Fund,
including its share of the Management Fee and the amortization of certain
organizational and offering expenses, will not exceed 1.00% per annum of its
daily net assets. This limitation does not apply to (i) extraordinary expenses
(such as the cost of litigation), (ii) the placement fee and the amount payable
to Old Mutual Fund Holdings in connection with the initial placement of Shares,
(iii) sales charges on Shares, (iv) brokerage expenses, or (v) the Redemption
Fee. The Adviser may not terminate its undertaking to so reduce or rebate a
portion of the Management Fee without giving at least 120 days notice to
Shareholders, provided the Adviser may terminate this undertaking at any time
without prior notice if the Adviser ceases to be investment adviser to the
Master Trust.

26
<PAGE> 32

ADDITIONAL INFORMATION

The most recent annual or semi-annual report of the Fund is distributed
with, and forms part of, this Memorandum. Requests for more recent annual or
semi-annual reports should be directed to the Placement Agents.

The registration statements under the 1940 Act of the OMEGA South Africa
Fund and the Master Trust contain more detailed information about the Fund. A
copy of the registration statement of each of the OMEGA South Africa Fund and
the Master Trust will be provided to potential investors upon request. The
registration statement of each of the OMEGA South Africa Fund and the Master
Trust can be inspected without charge at the office of the Securities and
Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and copies may be obtained therefrom at prescribed rates.

The Fund will provide to a prospective investor upon request such
additional information concerning the Fund and its proposed investments as the
Fund possesses or can obtain without unreasonable effort or expense. Requests
for additional information should be directed to one of the Placement Agents.

27
<PAGE> 33

GLOSSARY

ADVISER means Old Mutual Asset Managers (Bermuda) Limited, the investment
adviser to the Master Trust.

ANC means the African National Congress.

BUSINESS DAY means each day on which the New York Stock Exchange is open for
trading.

CODE means the Internal Revenue Code of 1986, as amended.

ERISA means the Employee Retirement Income Security Act of 1974, as amended.

ERISA PLAN means an employee benefit plan subject to ERISA.

FUND means the OMEGA South Africa Fund and the Master Trust except as otherwise
indicated.

GLOBAL FUND means Old Mutual Global Assets Fund Limited, a mutual fund organized
under the laws of Bermuda.

GOVERNMENT means the South African Government of National Unity.

IFP means the Inkatha Freedom Party.

INITIAL PORTFOLIO means a portfolio of South African securities transferred from
the Old Mutual Main Fund to the Master Trust shortly before the launch of the
OMEGA South Africa Fund.

JSE means The Johannesburg Stock Exchange.

LIQUIDITY FACILITY means the undertaking of Old Mutual Fund Holdings to apply
the assets of the Global Fund to make such additional investments in the Master
Trust as may be required from time to time in order to provide funds for
redeeming Shares or shares of the Non-U.S. Fund.

MANAGEMENT FEE means the management fee payable to the Adviser of 0.60% per
annum of the Master Trust's daily net assets.

MASTER TRUST means Old Mutual South Africa Equity Trust, a Massachusetts trust.

MASTER TRUST ADMINISTRATOR means State Street Cayman Trust Company, Ltd., as
administrator of the Master Trust.

1940 ACT means the Investment Company Act of 1940, as amended.

1933 ACT means the Securities Act of 1933, as amended.

NON-U.S. FUND means Old Mutual SAGA Fund, a mutual fund organized under the laws
of Bermuda.

OM AFFILIATED COMPANIES means companies in which the Old Mutual Group holds 5%
or more of the equity interests.

OFFERING means the offering of Shares on the terms and conditions of this
Memorandum.

OLD MUTUAL means the South African Mutual Life Assurance Society, a mutual
assurance society organized under the laws of South Africa.

OLD MUTUAL FUND HOLDINGS means Old Mutual Fund Holdings (Bermuda) Limited, a
Bermuda company that is an indirect wholly-owned subsidiary of Old Mutual.

OLD MUTUAL GROUP means Old Mutual, its wholly-owned subsidiaries, and investment
vehicles managed by Old Mutual or its wholly-owned subsidiaries, collectively.

OLD MUTUAL MAIN FUND means Old Mutual's principal investment fund.

OMEGA FUND ADMINISTRATOR means State Street Bank and Trust Company, as
administrator of the OMEGA South Africa Fund.

28
<PAGE> 34

OMEGA SOUTH AFRICA FUND means Old Mutual Equity Growth Assets South Africa Fund,
a Massachusetts business trust.

PLACEMENT AGENTS means Fleming Martin Inc., Rand International Securities LLC,
and SBC Warburg Inc. as the placement agents for the Offering.

REDEMPTION FEE means a redemption fee charged by the OMEGA South Africa Fund of
1.65% of redemption proceeds.

S.A. RAND means South African rand, the currency of South Africa.

SHAREHOLDERS means the registered holders of Shares.

SHARES means the shares of beneficial interest of the OMEGA South Africa Fund.

TRANSFER AGENT means State Street Bank and Trust Company, as transfer agent for
the OMEGA South Africa Fund.

29
<PAGE> 35

OMEGA SOUTH AFRICA FUND
INVESTMENT ADVISER

Old Mutual Asset Managers (Bermuda)
Limited
61 Front Street, Hamilton
Bermuda

PLACEMENT AGENTS
Fleming Martin Inc.
320 Park Avenue
New York, NY 10022

Rand International Securities LLC
780 3rd Avenue
New York, NY 10017

SBC Warburg Inc.
277 Park Avenue, New York, NY 10172

ADMINISTRATOR
FOR THE OMEGA SOUTH AFRICA FUND:
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

FOR THE MASTER TRUST:
State Street Cayman Trust Company,
Ltd.
P.O. Box 2508
Elizabeth Square, George Town
Grand Cayman, British West Indies

TRANSFER AGENT
FOR THE OMEGA SOUTH AFRICA FUND:
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

CUSTODIAN
State Street Bank and Trust Company
225 Franklin Street, Boston, MA 02110

AUDITORS
FOR THE OMEGA SOUTH AFRICA FUND:
KPMG Peat Marwick LLP
99 High Street, Boston, MA 02110

FOR THE MASTER TRUST:
KPMG Peat Marwick
Vallis Building, Hamilton HM 11
Bermuda

LEGAL COUNSEL
IN THE UNITED STATES:
Bingham, Dana & Gould LLP
150 Federal Street, Boston, MA 02110

IN THE UNITED KINGDOM:
Norton Rose
Kempson House, Camomile Street
London EC3A 7AN

IN BERMUDA:
Conyers Dill & Pearman
Clarendon House, Church Street
Hamilton, Bermuda
TABLE OF CONTENTS

<TABLE>

<S> <C>
Summary of the Offering................. 1
Investment Objective and Policies....... 7
South Africa............................ 9
Investment Considerations............... 12
Management and Administration........... 15
Valuation of Shares..................... 17
Offering of Shares...................... 18
Redemptions............................. 19
Liquidity Facility and the Global
Fund.................................. 19
Tax Matters............................. 21
ERISA Matters........................... 23
General Information..................... 23
Additional Information.................. 27
Glossary................................ 28

</TABLE>
<PAGE> 36
PART B

Item 10. Cover Page.

Not applicable.

Item 11. Table of Contents.

<TABLE>
<CAPTION>
Page
----
<S> <C>
General Information and History . . . . . . . . . . . . . . . . . . B-1
Investment Objective and Policies . . . . . . . . . . . . . . . . . B-1
Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . B-12
Control Persons and Principal Holders of Securities . . . . . . . . B-14
Investment Advisory and Other Services . . . . . . . . . . . . . . . B-15
Brokerage Allocation and Other Practices . . . . . . . . . . . . . . B-22
Capital Stock and Other Securities . . . . . . . . . . . . . . . . . B-23
Purchase, Redemption and Pricing of Securities . . . . . . . . . . . B-26
Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-30
Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-32
Calculation of Performance Data . . . . . . . . . . . . . . . . . . B-32
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . B-33
</TABLE>

Item 12. General Information and History.

Not applicable.

Item 13. Investment Objective and Policies.

Part A contains additional information about the investment objective and
policies of Old Mutual Equity Growth Assets South Africa Fund (the "OMEGA South
Africa Fund"). Rather than directly acquire and manage its own portfolio of
securities, the OMEGA South Africa Fund invests all of its investable assets in
Old Mutual South Africa Equity Trust (the "Master Trust"), a Massachusetts
trust with its principal place of business in Bermuda that has the same
investment objective as the OMEGA South Africa Fund. All references in this
Part B to the "Fund" apply to both the OMEGA South Africa Fund and the Master
Trust, except as otherwise indicated. This Part B should be read in conjunction
with Part A.

The investment objective of the Fund is long-term total return in excess of
that of The Johannesburg Stock Exchange ("JSE") Actuaries All Share Index from
investment in equity

<PAGE> 37
securities of South African issuers. Of course, there can be no assurance that
the Fund will achieve its investment objective.

Part A contains a discussion of the various types of securities in which the
Fund may invest and the risks involved in such investments. The following
supplements the information contained in Part A concerning the investment
objective, policies and techniques of the Fund.

The OMEGA South Africa Fund seeks to achieve its investment objective by
investing all of its investable assets in the Master Trust. The Master Trust
seeks to achieve its investment objective by investing in equity securities of
South African issuers. Under normal circumstances, at least 95% of the Master
Trust's total assets will be invested in equity securities of South African
issuers that are listed on a securities exchange. The Master Trust may invest up
to 5% of its total assets in securities that are, at the time of the investment,
not listed on a securities exchange (although such investments will generally be
limited to securities that are expected to be listed on an exchange within a
reasonable period of time).

In managing the Master Trust's assets, Old Mutual Asset Managers (Bermuda)
Limited, the adviser to the Master Trust (the "Adviser"), will not speculate for
short-term gain but will focus on securities that, in the Adviser's opinion, are
likely to show long-term improvements in profits and cash flow. Less weight will
be accorded to short-term and cyclical factors. This approach is designed to
result in strong dividend growth and capital appreciation. Historically, South
African issuers have retained a high proportion of earnings and, if this policy
continues, it is likely that any long-term total return would largely be in the
form of capital appreciation.

For purposes of the Master Trust's investment policies, a South African
issuer is an issuer that meets one of the following tests: (i) its principal
offices or operations are located in South Africa; or (ii) it derives at least
50% of its revenues from operations or investments in South Africa. Equity
securities are defined as common stock, securities convertible into common stock
and securities that participate in profits in a similar manner to common stock.
Equity securities may be purchased in the form of American Depositary Receipts
("ADRs"), European Depositary Receipts, Global Depositary Receipts, or other
similar securities representing equity securities.

The investment objective of the OMEGA South Africa Fund may not be changed
materially except by a majority vote of shareholders of the OMEGA South Africa
Fund ("Shareholders").

The Master Trust has undertaken to the OMEGA South Africa Fund and to Old
Mutual South Africa Growth Assets Fund Limited, a Bermuda mutual fund that also

B-2
<PAGE> 38
invests all of its investable assets in the Master Trust (the "Non-U.S. Fund"),
that it will not make any material change to its investment objective or to its
investment policies described in the Private Placement Memorandum included in
Part A under "INVESTMENT OBJECTIVE AND POLICIES -- Investment Policies" except
in unforeseen circumstances and with the approval of a majority vote of the
Shareholders and a majority vote of shareholders of the Non-U.S. Fund.

Except as otherwise indicated, the investment policy and restrictions of the
OMEGA South Africa Fund and the investment restrictions of the Master Trust may
be changed without Shareholder approval and without the approval of holders of
interests in the Master Trust.

The percentage limitations set forth above, as well as those described
elsewhere in this Part B and in the Fund's registration statement under the
Investment Company Act of 1940, as amended (the "1940 Act"), are measured and
applied only at the time an investment is made or another relevant action is
taken by the Fund.

REPURCHASE AGREEMENTS

The Fund may invest in repurchase agreements collateralized by securities in
which the Fund may otherwise invest. Repurchase agreements are agreements by
which the Fund purchases a security and simultaneously commits to resell that
security to the seller at an agreed-upon date within a number of days (usually
not more than seven) from the date of purchase. The resale price reflects the
purchase price plus an agreed-upon market rate of interest which is unrelated to
the coupon rate or maturity of the purchased security. A repurchase agreement
involves the obligation of the seller to pay the agreed upon price, which
obligation is in effect secured by the value of the underlying security. Under
the 1940 Act, repurchase agreements may be considered to be loans by the buyer.
The Fund's risk is limited to the ability of the seller to pay the agreed-upon
amount on the delivery date. If the seller defaults, the underlying security
constitutes collateral for the seller's obligation to pay, although the Fund may
incur certain costs in liquidating this collateral and in certain cases may not
be permitted to liquidate this collateral. All repurchase agreements entered
into by the Fund are fully collateralized, with such collateral being marked to
market daily.

CURRENCY EXCHANGE TRANSACTIONS

Because the Fund may buy and sell securities denominated in South African
Rand ("S.A. Rand") and other currencies other than the U.S. dollar, and receive
interest, dividends and sale proceeds in currencies other than the U.S. dollar,
the Fund may enter into currency exchange transactions to convert U.S. currency
to non-U.S. currency and non-U.S. currency to U.S. currency, as well as convert
one non-U.S. currency to another non-U.S. currency. The Fund either enters into
these transactions on a spot (i.e., cash) basis at the spot rate

B-3
<PAGE> 39
prevailing in the currency exchange markets, or uses forward contracts to
purchase or sell non-U.S. currencies. The Fund may also enter into currency
hedging transactions in an attempt to protect the value of its assets as
measured in U.S. dollars from unfavorable changes in currency exchange rates and
control regulations. (Although the Fund's assets are valued daily in terms of
U.S. dollars, the Fund does not intend to convert its holdings of non-U.S.
currencies into U.S. dollars on a daily basis.) The Fund does not currently
intend to speculate in currency exchange rates or forward contracts.

The Fund may convert currency on a spot basis from time to time, and
investors should be aware of the costs of currency conversion. Although currency
exchange dealers do not charge a fee for conversion, they do realize a profit
based on the difference (the "spread") between the prices at which they are
buying and selling various currencies. Thus, a dealer may offer to sell a
currency at one rate, while offering a lesser rate of exchange should the Fund
desire to resell that currency to the dealer.

A forward contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract, agreed upon by the parties, at a price set at the time of the
contract. These contracts are traded in the interbank market conducted directly
between currency traders (usually large commercial banks) and their customers. A
forward contract generally has no deposit requirement, and no fees or
commissions are charged at any stage for trades.

When the Fund enters into a contract for the purchase or sale of a security
denominated in a non-U.S. currency, it may desire to "lock in" the U.S. dollar
price of the security. By entering into a forward contract for the purchase or
sale, for a fixed amount of U.S. dollars, of the amount of non-U.S. currency
involved in the underlying security transaction, the Fund will be able to
protect against a possible loss resulting from an adverse change in the
relationship between the U.S. dollar and the non- U.S. currency during the
period between the date the security is purchased or sold and the date on which
payment is made or received.

While the Fund does not intend to engage in currency hedging, it reserves
the right to do so. For example, when the Adviser believes that the S.A. Rand
may suffer a substantial decline against the U.S. dollar, the Fund may enter
into a forward contract to sell, for a fixed amount of U.S. dollars, the amount
of S.A. Rand approximating the value of some or all of the Fund's securities
denominated in S.A. Rand. The precise matching of the forward contract amounts
and the value of the securities involved is not generally possible since the
future value of such securities in non-U.S. currencies changes as a consequence
of market movements in the value of those securities between the date the
forward contract is entered into and the date it matures. The projection of a
short-term hedging strategy is highly uncertain. The Fund does not enter into
such forward contracts or maintain a net exposure to such contracts where the
consummation of the contracts obligates the Fund to deliver an

B-4

<PAGE> 40
amount of non-U.S. currency in excess of the value of the Fund's securities or
other assets denominated in that currency.

The Fund generally would not enter into a forward contract with a term
greater than one year. At the maturity of a forward contract, the Fund will
either sell the security and make delivery of the non-U.S. currency, or retain
the security and terminate its contractual obligation to deliver the non-U.S.
currency by purchasing an "offsetting" contract with the same currency trader
obligating it to purchase, on the same maturity date, the same amount of the
non-U.S. currency. If the Fund retains the security and engages in an offsetting
transaction, the Fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. If the Fund
engages in an offsetting transaction, it may subsequently enter into a new
forward contract to sell the non-U.S. currency. Should forward prices decline
during the period between the date the Fund enters into a forward contract for
the sale of the non-U.S. currency and the date it enters into an offsetting
contract for the purchase of such currency, the Fund will realize a gain to the
extent the selling price of the currency exceeds the purchase price of the
currency. Should forward prices increase, the Fund will suffer a loss to the
extent that the purchase price of the currency exceeds the selling price of the
currency.

It is impossible to forecast with precision the market value of the Fund's
securities at the expiration of a forward contract. Accordingly, it may be
necessary for the Fund to purchase additional non-U.S. currency on the spot
market if the market value of the security is less than the amount of non-U.S.
currency the Fund is obligated to deliver and if a decision is made to sell the
security and make delivery of such currency. Conversely, it may be necessary to
sell on the spot market some of the non- U.S. currency received upon the sale of
the security if its market value exceeds the amount of such currency the Fund is
obligated to deliver.

The Fund may also purchase put options on S.A. Rand and other non-U.S.
currencies in order to protect against currency rate fluctuations. If the Fund
purchases a put option on a non-U.S. currency and the value of the U.S. currency
declines, the Fund will have the right to sell the non-U.S. currency for a fixed
amount in U.S. dollars and will thereby offset, in whole or in part, the adverse
effect on the Fund which otherwise would have resulted. Conversely, where a rise
in the U.S. dollar value of another currency is projected, and where the Fund
anticipates investing in securities traded in such currency, the Fund may
purchase call options on the non-U.S. currency.

The purchase of such options could offset, at least partially, the effects
of adverse movements in exchange rates. However, the benefit to the Fund from
purchases of non-U.S. currency options will be reduced by the amount of the
premium and related transaction costs. In addition, where currency exchange
rates do not move in the direction or to the extent anticipated, the Fund could
sustain losses on transactions in non-U.S. currency options which

B-5

<PAGE> 41
would require it to forgo a portion or all of the benefits of advantageous
changes in such rates.

The Fund may write options on S.A. Rand and other non-U.S. currencies for
hedging purposes or otherwise to achieve its investment objectives. For example,
where the Fund anticipates a decline in the value of the U.S. dollar value of a
South African security due to adverse fluctuations in exchange rates it could,
instead of purchasing a put option, write a call option on S.A. Rand. If the
expected decline occurs, the option will most likely not be exercised, and the
diminution in value of the security held by the Fund will be offset by the
amount of the premium received.

Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the cost of a South African security to be acquired
because of an increase in the U.S. dollar value of the S.A. Rand the Fund could
write a put option on the S.A. Rand which, if rates move in the manner
projected, will expire unexercised and allow the Fund to hedge such increased
cost up to the amount of the premium. However, the writing of a currency option
will constitute only a partial hedge up to the amount of the premium, and only
if rates move in the expected direction. If this does not occur, the option may
be exercised and the Fund would be required to purchase or sell the underlying
currency at a loss which may not be offset by the amount of the premium. Through
the writing of options on currencies, the Fund also may be required to forgo all
or a portion of the benefits which might otherwise have been obtained from
favorable movements in exchange rates.

Put and call options on S.A. Rand written by the Fund will be covered by
segregation of cash, short-term money market instruments or high quality debt
securities in an account with the custodian in an amount sufficient to discharge
the Fund's obligations with respect to the option, by acquisition of the
non-U.S. currency or of a right to acquire such currency (in the case of a call
option) or the acquisition of a right to dispose of the currency (in the case of
a put option), or in such other manner as may be in accordance with the
requirements of any exchange on which, or the counterparty with which, the
option is traded and applicable laws and regulations.

The Fund's dealings in non-U.S. currency contracts are limited to the
transactions described above. Of course, the Fund is not required to enter into
such transactions and does not do so unless deemed appropriate by the Adviser.
These methods of protecting the value of the Fund's securities against a decline
in the value of a currency do not eliminate fluctuations in the underlying
prices of the securities. Additionally, although such contracts tend to minimize
the risk of loss due to a decline in the value of the hedged currency, they also
tend to limit any potential gain which might result should the value of such
currency increase.

B-6

<PAGE> 42

The Fund has established procedures consistent with policies of the
Securities and Exchange Commission (the "SEC") concerning forward contracts.
Since those policies currently recommend that an amount of the Fund's assets
equal to the amount of the purchase be held aside or segregated to be used to
pay for the commitment, the Fund expects always to have cash, cash equivalents
or high quality debt securities available sufficient to cover any commitments
under these contracts or to limit any potential risk.

LENDING OF SECURITIES

Consistent with applicable regulatory requirements and in order to generate
income, the Fund may lend its securities to broker-dealers and other
institutional borrowers. Such loans will usually be made only to member banks of
the U.S. Federal Reserve System and to member firms of the New York Stock
Exchange (and subsidiaries thereof). Loans of securities would be secured
continuously by collateral in cash, cash equivalents, or U.S. Treasury
obligations maintained on a current basis at an amount at least equal to the
market value of the securities loaned. The cash collateral would be invested in
high quality short-term instruments. The Fund would have the right to call a
loan and obtain the securities loaned at any time on customary industry
settlement notice (which will not usually exceed five days). During the
existence of a loan, the Fund would continue to receive the equivalent of the
interest or dividends paid by the issuer on the securities loaned and would also
receive compensation based on investment of the collateral. The Fund would not,
however, have the right to vote any securities having voting rights during the
existence of the loan, but would call the loan in anticipation of an important
vote to be taken among holders of the securities or of the giving or withholding
of their consent on a material matter affecting the investment. As with other
extensions of credit, there are risks of delay in recovery or even loss of
rights in the collateral should the borrower fail financially. However, the
loans would be made only to entities deemed by the Adviser to be of good
standing, and when, in the judgment of the Adviser, the consideration which can
be earned currently from loans of this type justifies the attendant risk. It is
not intended that the value of the securities loaned by the Fund would exceed
33 1/3% of the value of its net assets.

WHEN-ISSUED SECURITIES

The Fund may purchase securities on a "when-issued" or on a "forward
delivery" basis. It is expected that, under normal circumstances, the Fund would
take delivery of such securities. When the Fund commits to purchase a security
on a "when-issued" or on a "forward delivery" basis, it sets up procedures
consistent with SEC policies. Since those policies currently require that an
amount of the Fund's assets equal to the amount of the purchase be held aside or
segregated to be used to pay for the commitment, the Fund will always have cash,
cash equivalents or high quality debt securities sufficient to cover any
commitments or to limit any potential risk. However, even though the Fund does
not intend

B-7

<PAGE> 43
to make such purchases for speculative purposes and intends to adhere to the
provisions of SEC policies, purchases of securities on such bases may involve
more risk than other types of purchases. For example, the Fund may have to sell
assets which have been set aside in order to meet redemptions. Also, if the
Adviser determines it is advisable as a matter of investment strategy to sell
the "when-issued" or "forward delivery" securities, the Fund would be required
to meet its obligations from the then available cash flow or the sale of
securities, or, although it would not normally expect to do so, from the sale of
the "when-issued" or "forward delivery" securities themselves (which may have a
value greater or less than the Fund's payment obligation).

INVESTMENT RESTRICTIONS

FUNDAMENTAL RESTRICTIONS

Each of the OMEGA South Africa Fund and the Master Trust has adopted the
following fundamental restrictions, which may not be changed without approval by
holders of a majority of the outstanding voting securities of the OMEGA South
Africa Fund or the Master Trust, which as used in this Part B means the vote of
the lesser of (i) 67% or more of the outstanding voting securities of the OMEGA
South Africa Fund or the Master Trust present at a meeting at which the holders
of more than 50% of the outstanding voting securities of the OMEGA South Africa
Fund or the Master Trust are present or represented by proxy, or (ii) more than
50% of the outstanding voting securities of the OMEGA South Africa Fund or the
Master Trust. The term "voting securities" as used in this paragraph has the
same meaning as in the 1940 Act. The fundamental restrictions are that:

(i) Each of the OMEGA South Africa Fund and the Master Trust may not borrow
money, except that as a temporary measure for extraordinary or emergency
purposes it may borrow from banks and enter into reverse repurchase agreements
in an amount not to exceed 33 1/3% of the current value of its net assets,
including the amount borrowed (and each of the OMEGA South Africa Fund and the
Master Trust may not purchase any securities at any time at which borrowings
exceed 5% of its total assets, taken at market value). It is intended that the
each of the OMEGA South Africa Fund and the Master Trust will borrow money only
from banks and only to accommodate requests for the repurchase of shares or
interests while effecting an orderly liquidation of portfolio securities.

(ii) Each of the OMEGA South Africa Fund and the Master Trust may not make
short sales of securities or purchase securities on margin, except that each of
the OMEGA South Africa Fund and the Master Trust may purchase and sell various
types of futures contracts and may obtain short term credits as necessary for
the clearance of security transactions.

B-8

<PAGE> 44

(iii) Each of the OMEGA South Africa Fund and the Master Trust may not
underwrite securities issued by other persons, except that the OMEGA South
Africa Fund may invest all of its investable assets in the Master Trust and
except to the extent that it may be considered an underwriter within the meaning
of the Securities Act of 1933, as amended (the "1933 Act"), in the disposition
of securities that are considered restricted under the 1933 Act.

(iv) Each of the OMEGA South Africa Fund and the Master Trust may not make
loans to other persons except (a) through the lending of its portfolio
securities, but not in excess of 33 1/3% of its net assets, (b) through the use
of fixed time deposits or repurchase agreements or the purchase of short-term
obligations or (c) by purchasing all or a portion of an issue of debt
securities; for the purposes of this paragraph (iv) the purchase of short-term
commercial paper or a portion of an issue of debt securities which are part of
an issue to the public shall not be considered the making of a loan.

(v) Each of the OMEGA South Africa Fund and the Master Trust may not
purchase or sell real estate (including limited partnership interests but
excluding securities secured by real estate or interests therein), interests in
oil, gas or mineral leases, commodities or commodity contracts in the ordinary
course of business, except that (a) each of the OMEGA South Africa Fund and the
Master Trust may purchase and sell mortgage-related securities and may hold and
sell real estate acquired as a result of the ownership of securities by it and
(b) each of the OMEGA South Africa Fund and the Master Trust may engage in
currency hedging and invest in derivative securities to the extent provided in
Parts A and B of this Registration Statement.

(vi) Each of the OMEGA South Africa Fund and the Master Trust may not issue
any senior security (as that term is defined in the 1940 Act) if such issuance
is specifically prohibited by the 1940 Act or the rules and regulations
promulgated thereunder, except as appropriate to evidence a debt incurred
without violating fundamental investment restriction (i) above.

(vii) Each of the OMEGA South Africa Fund and the Master Trust may not
invest 25% or more of its assets in securities of issuers in any one industry
(other than securities or obligations issued or guaranteed by the United States
government or any agency or instrumentality thereof and other than the OMEGA
South Africa Fund's investment in the Master Trust).

FEDERAL AND STATE RESTRICTIONS

In order to comply with certain statutes and policies each of the OMEGA
South Africa Fund and the Master Trust will as a matter of operating policy
ensure that:

B-9

<PAGE> 45

(i) It does not purchase securities issued by any investment company
registered under the 1940 Act, except by purchase in the open market where no
commission or profit to a sponsor or dealer results from such purchase other
than the customary broker's commission, or except when such purchase, though not
made in the open market, is part of a plan of merger or consolidation; provided,
however, that (a) each of the OMEGA South Africa Fund and the Master Trust will
not purchase the securities of any registered investment company if such
purchase at the time thereof would cause more than 10% of the total assets of
the OMEGA South Africa Fund and the Master Trust (taken at the greater of cost
or market value) to be invested in the securities of such issuers or would cause
more than 3% of the outstanding voting securities of any such issuer to be held
by the OMEGA South Africa Fund and the Master Trust and (b) the restrictions in
this paragraph (i) do not apply to the OMEGA South Africa Fund's investment in
the Master Trust.

(ii) It does not invest more than 15% of its net assets in securities that
are not readily marketable or which are subject to legal or contractual
restrictions on resale, including debt securities for which there is no
established market and fixed time deposits and repurchase agreements maturing in
more than seven days, except that all of the investable assets of the OMEGA
South Africa Fund may be invested in the Master Trust.

(iii) At least 50% of its total assets are represented by cash, securities
of other investment companies, and other securities not exceeding with respect
to any issuer 5% of the assets of the OMEGA South Africa Fund and the Master
Trust or 10% of the outstanding securities of such issuer, except that all of
the investable assets of the OMEGA South Africa Fund may be invested in the
Master Trust.

(iv) Not more than 25% of its assets will be invested in securities of any
one issuer, except that all of the investable assets of the OMEGA South Africa
Fund may be invested in the Master Trust.

These restrictions may be changed by the Trustees of the OMEGA South Africa
Fund or the Master Trust without the approval of Shareholders or holders of
beneficial interest in the Master Trust in response to changes in applicable
statutes and policies.

IRISH STOCK EXCHANGE RESTRICTIONS

The Master Trust has adopted investment restrictions in compliance with the
rules of the Irish Stock Exchange and has undertaken to the Non-U.S. Fund and
the OMEGA South Africa Fund not to change these restrictions for so long as the
shares of the Non-U.S. Fund are listed on the Irish Stock Exchange. These
restrictions are that:

(i) no more than 20% of the gross assets of the Master Trust may be lent
to or invested in the securities of any one issuer;

B-10

<PAGE> 46

(ii) the Master Trust will not take legal or management control of
investments in its portfolio;

(iii) not more than 10% of the gross assets of the Master Trust will be
invested in physical commodities;

(iv) not more than 10% of the gross assets of the Master Trust will be
invested in real estate;

(v) the Master Trust will not engage in any property development
activity;

(vi) the Master Trust will adhere to the principle of diversification in
relation to any derivative investments;

(vii) the Master Trust will not make any investment which would expose it
to unlimited liability, including participation in an unlimited partnership;

(viii) the Master Trust will only enter into underwriting or
sub-underwriting contracts to a limited extent and incidental to the investment
activities of the Master Trust; and

(ix) the Master Trust will not have a net exposure to a single financing
counterparty that exceeds 20% of its gross assets.

PERCENTAGE AND RATING RESTRICTIONS

If a percentage or rating restriction on investment or utilization of assets
set forth above or referred to in Part A is adhered to at the time an investment
is made or assets are so utilized, a later change in percentage resulting from
changes in the value of the securities will not be considered a violation of the
restriction.

PORTFOLIO TURNOVER

The Master Trust, in which the OMEGA South Africa Fund invests, will sell
securities whenever the Adviser believes that an issuer's long-term potential to
increase its cash flow and dividends has been reduced or if cash is needed to
invest in issuers which have better long-term growth potential, without regard
to the length of time the securities have been held. The Adviser does not intend
to pursue short-term trading opportunities. The turnover rate of the Master
Trust is not expected to exceed 25% annually. Specific decisions to purchase or
sell securities for the Master Trust are made by a portfolio manager who is an

B-11

<PAGE> 47
employee of the Adviser and who is appointed and supervised by its senior
officers. The portfolio manager may serve other clients of the Adviser in a
similar capacity.

Item 14. Management of the Fund.

The Trustees and officers of the OMEGA South Africa Fund and the Master
Trust and their principal occupations during the past five years are set forth
below. Their titles may have varied during that period. Asterisks indicate that
those Trustees and officers are "interested persons" (as defined in the 1940
Act) of the OMEGA South Africa Fund and the Master Trust.

TRUSTEES

*MICHAEL JOHN LEVETT, South African (aged 57), serves as Chairman of the
Board of Trustees and President of the OMEGA South Africa Fund and the Master
Trust and as Chairman of the Board of Directors of the Non-U.S. Fund. He is also
Chairman of the Board of Directors of the Adviser and Old Mutual Global Assets
Fund Limited (the "Global Fund"). Mr. Levett has been Chairman and Managing
Director of South African Mutual Life Assurance Society ("Old Mutual") since
1990 and Managing Director since 1985. He has held, and continues to hold, a
number of non-executive directorships, including Barlow Limited, an industrial
company, Nedcor Limited, a bank holding company, SASOL Limited, a chemicals
company, and South African Breweries Limited. His address is Mutualpark, Jan
Smuts Drive, Pinelands, South Africa.

*WILLIAM FRANCOIS DE LA HARPE BECK, South African (aged 73), serves as
Deputy Chairman of the Board of Trustees of the OMEGA South Africa Fund and the
Master Trust and as Deputy Chairman of the Board of Directors of the Non-U.S.
Fund. Mr. Beck acts as a business consultant and a director of companies. He
has been a non-executive director of the South African Reserve Bank since 1982
and was, until his retirement in 1978, Group Chairman of the Mobil Companies in
South Africa. Mr. Beck was a director of Old Mutual between 1988 and 1994. His
address is P.O. Box 4854, Cape Town 8000, South Africa.

WILLIAM LESTER BOYAN, American (aged 59), serves as a trustee of the OMEGA
South Africa Fund and the Master Trust and as a director of the Non-U.S. Fund.
Mr. Boyan has been a director of John Hancock Mutual Life Insurance Company
since 1983 and was appointed as President and Chief Operations Officer in 1992.
His address is John Hancock Place, 200 Clarendon Street, Boston, Massachusetts.

THOMAS HASKINS DAVIS, Bermudian (aged 48), serves as a trustee of the OMEGA
South Africa Fund and the Master Trust and as a director of the Non-U.S. Fund.
Mr. Davis is President and Chief Executive Officer of Winchester Global Trust
Company Limited. He was President of Mid-Ocean Trust Company Limited from 1994
to 1995 and was Manager

B-12

<PAGE> 48

Corporate Trust at Bank of Bermuda from 1979 to 1993. His address is Williams
House, 20 Reid Street, Hamilton, Bermuda.

MICHEL JOHN DREW, Bermudian (aged 60), serves as a trustee of the OMEGA
South Africa Fund and the Master Trust and as a director of the Non-U.S. Fund.
Mr. Drew has been President and Chief Executive Officer of International
Services Limited, a corporate services operation, since its inception in 1977.
In 1969 he established Schroders (Bermuda) Limited, the principal operating
subsidiary in Bermuda of Schroders plc, the London merchant banking house, and
acted as Chief Executive Officer until his retirement in 1994, having been
elected a director in 1995 and President in 1991. His address is c/o
International Services Limited, 22 Church Street, Hamilton, Bermuda.

*WILLIAM LANGLEY, South African (aged 53), serves as Treasurer and as a
trustee of the OMEGA South Africa Fund and the Master Trust, as Treasurer and as
a director of the Non-U.S. Fund, and as a director of the Global Fund. Mr.
Langley also is the President and a director of the Adviser. Mr. Langley has
been a member of the general management of Old Mutual since 1981. His address is
P.O. Box HM3085, Hamilton HMNX, Bermuda.

KENNETH RIGBY WILLIAMS, British (aged 60), serves as a trustee of the OMEGA
South Africa Fund and the Master Trust and as a director of the Non-U.S. Fund.
Mr. Williams was executive Chairman of Westgate Overseas Limited, an
international investment company, from 1986 to his retirement in 1994. He holds
non-executive directorships with Charles Baynes plc, a company engaged in
distribution and engineering, John Lusty plc, a food distribution company, and
Hudaco Industries Limited, a South African distributor of industrial consumable
goods, and was a director of South African Breweries Limited from 1973 to 1994.
His address is 15 Lime Tree Walk, Virginia Water, Virginia Park, GU 2545W,
Surrey, United Kingdom.

OFFICERS

*MICHAEL JOHN LEVETT serves as Chairman of the Board of Trustees and
President of the OMEGA South Africa Fund and the Master Trust.

*WILLIAM FRANCOIS DE LA HARPE BECK serves as Deputy Chairman of the Board of
Trustees of the OMEGA South Africa Fund and the Master Trust.

*WILLIAM LANGLEY serves as Treasurer of the OMEGA South Africa Fund and the
Master Trust.

*JOHN CHARLES ROSS COLLIS, Bermudian (aged 38), serves as Secretary of the
OMEGA South Africa Fund, the Non-U.S. Fund and the Master Trust. He is also the
Secretary and a director of the Global Fund and the Adviser. Mr. Collis is a
barrister/attorney and is a partner in the law firm of Conyers Dill & Pearman
(Bermuda). Conyers Dill & Pearman serves as the Bermuda legal counsel to the
Adviser, the OMEGA South Africa Fund, the Non-U.S. Fund and the Master Trust.
As a result of his position as legal counsel to certain companies and in order
to fulfill Bermuda law requirements, Mr. Collis serves as the director of
numerous Bermuda- incorporated companies. His address is Clarendon House, 2
Church Street, Hamilton, Bermuda.

B-13

<PAGE> 49

The Trustees of the OMEGA South Africa Fund received the following
remuneration from the Fund during the period from September 1, 1995 to June 30,
1996:

<TABLE>

<CAPTION>
TOTAL
PENSION OR COMPENSATION
AGGREGATE RETIREMENT ESTIMATED FROM REGISTRANT
COMPENSATION BENEFITS ACCRUED ANNUAL AND FUND
NAME OF PERSON, FROM AS PART OF FUND BENEFITS UPON COMPLEX PAID
POSITION(1) REGISTRANT EXPENSES RETIREMENT TO TRUSTEES
- --------------- ------------- ---------------- ------------- ---------------
<S> <C> <C> <C> <C>
MICHAEL JOHN LEVETT None None None None
TRUSTEE
WILLIAM FRANCOIS DE LA HARPE BECK $4,167 None None $25,000
TRUSTEE
WILLIAM LESTER BOYAN $4,167 None None $25,000
TRUSTEE
THOMAS HASKINS DAVIS $4,167 None None $16,667
TRUSTEE
MICHEL JOHN DREW $4,167 None None $20,833
TRUSTEE
WILLIAM LANGLEY None None None None
TRUSTEE
KENNETH RIGBY WILLIAMS $4,167 None None $25,000
TRUSTEE

<FN>
(1) Each of the above-named Trustees serve as Trustees of the OMEGA South Africa Fund and the Master
Trust and as Directors of the Non-U.S. Fund.
</TABLE>

The declaration of trust of each of the OMEGA South Africa Fund and the
Master Trust provides that it will indemnify its Trustees and officers against
liabilities and expenses incurred in connection with litigation in which they
may be involved because of their offices with the OMEGA South Africa Fund or the
Master Trust, unless, as to liability to the OMEGA South Africa Fund or the
Master Trust or its investors, it is finally adjudicated that they engaged in
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in their offices, or unless with respect to any matter it is
finally adjudicated that they did not act in good faith in the reasonable belief
that their actions were in the best interests of the OMEGA South Africa Fund or
the Master Trust. In the case of settlement, such indemnification will not be
provided unless it has been determined by a court or other body approving the
settlement or other disposition, or by a reasonable determination, based upon a
review of readily available facts, by vote of a majority of disinterested
Trustees or in a written opinion of independent legal counsel, that such
officers or Trustees have not engaged in willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties.

Item 15. Control Persons and Principal Holders of Securities.

As of September 20, 1996, Ohio State Teachers Retirement System, Illinois
Teachers Retirement, International Equity Partners, the Art Institute of Chicago
and Old Mutual Investment Advisers owned 56%, 31%, 9%, 3% and 1%, respectively,
of the outstanding shares of the OMEGA South Africa Fund.

On November 3, 1995 Old Mutual transferred to the Master Trust a portfolio
of South African securities having a market value of approximately U.S.$1
billion. In addition, Old Mutual made a cash capital contribution to the Master
Trust of U.S.$4.75 million. As consideration for the portfolio of South African
securities and the capital contribution, the Master Trust issued substantially
all of its beneficial interest to Old Mutual Fund Holdings (Bermuda) Limited
("Old Mutual Fund Holdings"), a company organized under the laws of Bermuda
that is a wholly-owned subsidiary of Old Mutual. At the closing of the initial
offering (the "Initial Offering") of the shares of beneficial interest
("Shares") of the OMEGA South Africa Fund (the "Initial Closing"), which was
held on November 10, 1995, the OMEGA South Africa Fund invested the proceeds of
the Initial Offering in the Master Trust and was issued a proportionate
beneficial interest in the Master Trust. The Master Trust applied the proceeds
to redeem a corresponding portion of the interest of Old Mutual Fund Holdings
in the Master Trust. A second offering of Shares took place from December 31,
1995 to June 30, 1996. As of September 20, 1996, Old Mutual Fund Holdings owned
89.93% of the beneficial interest in the Master Trust and the OMEGA South
Africa Fund owned 1.24% of the beneficial interest in the Master Trust. The
address of Old Mutual Fund Holdings is Clarendon House, 2 Church Street,
Hamilton, Bermuda.

B-14

<PAGE> 50

At the Initial Closing the Master Trust also issued a portion of its
beneficial interest to the Non-U.S. Fund. Upon completion of the Initial
Closing, the Non-U.S. Fund owned 2.8% of the beneficial interest in the Master
Trust. A second offering of shares of the Non-U.S. Fund took place from December
31, 1995 to June 30, 1996 (the "Second Offering"). As of September 20 , 1996,
the Non-U.S. Fund owned 8.83% of the beneficial interest in the Master Trust.
The address of the Non-U.S. Fund is Clarendon House, 2 Church Street, Hamilton,
Bermuda.

As a result of the interests of Old Mutual Fund Holdings and the Non-U.S.
Fund in the Master Trust, the OMEGA South Africa Fund and the Shareholders may
be unable to amend the declaration of trust of the Master Trust, or cause the
Master Trust to take or omit various actions, without the consent of Old Mutual
Fund Holdings and/or the Non-U.S. Fund. The Master Trust has undertaken to the
OMEGA South Africa Fund and to the Non-U.S. Fund that it will not make any
material change to its investment objective or to its investment policies
described in the Private Placement Memorandum included in Part A under
"INVESTMENT OBJECTIVE AND POLICIES -- Investment Policies" except in unforeseen
circumstances and with the approval of a majority vote of the Shareholders and
a majority vote of shareholders of the Non-U.S. Fund.

In addition, the Master Trust has undertaken to the OMEGA South Africa Fund
and the Non-U.S. Fund not to change the restrictions described in Item 13 under
"Investment Restrictions -- Irish Stock Exchange Restrictions" for so long as
the shares of the Non-U.S. Fund are listed on the Irish Stock Exchange. As a
result of this undertaking, the OMEGA South Africa Fund and the Shareholders may
be unable to change those restrictions even if the OMEGA South Africa Fund holds
a majority of the beneficial interest in the Master Trust.

Old Mutual Investment Advisers, Inc., a subsidiary of Old Mutual, has
invested U.S.$100,000 in the OMEGA South Africa Fund and has been issued 1,000
Shares representing its interest in the OMEGA South Africa Fund. Trustees and
officers as a group currently own less than one percent of the outstanding
Shares.

Item 16. Investment Advisory and Other Services.

Adviser.

Old Mutual Asset Managers (Bermuda) Limited, a wholly-owned indirect
subsidiary of Old Mutual, is the investment adviser to the Master Trust and
manages the Master Trust's assets pursuant to an investment advisory agreement
(the "Advisory Agreement"). The OMEGA South Africa Fund does not have an
investment adviser, because it invests all of its investable assets in the
Master Trust. The Adviser was organized in 1995 as a Bermuda company for the
purpose of advising the Master Trust and the Global Fund. The Adviser's address
is 61 Front Street, Hamilton, Bermuda.

B-15
<PAGE> 51

Michael John Levett, the Chairman of the Board of Trustees and the President
of the OMEGA South Africa Fund and the Master Trust, is the Chairman and
Managing Director of Old Mutual and is the Chairman of the Board and a director
of the Adviser. William Langley, the Treasurer and a trustee of the OMEGA South
Africa Fund and the Master Trust, is the President and a director of the
Adviser and is a member of the general management of Old Mutual. John Charles
Ross Collis, the Secretary of the OMEGA South Africa Fund and the Master Trust,
is the Secretary and a director of the Adviser.

The Adviser manages the Master Trust's securities and makes investment
decisions for the Master Trust subject to the organizational documents of the
Master Trust, the 1940 Act, the rules of the Irish Stock Exchange, and such
policies as the Board of Trustees may, with notice to the Adviser, establish.
The Adviser furnishes at its own expense all services, facilities and personnel
necessary or convenient in connection with managing the Master Trust's
investments and effecting securities transactions for the Master Trust. The
Advisory Agreement continues in effect until October 23, 1997 and thereafter as
long as such continuance is specifically approved at least annually by the Board
of Trustees of the Master Trust or by a vote of a majority of the outstanding
voting securities of the Master Trust, and, in either case, by vote of a
majority of the Trustees who are not interested persons of the Master Trust or
the Adviser, at a meeting called for the purpose of voting on the Advisory
Agreement.

The Advisory Agreement provides that the Adviser may render services to
others. The Advisory Agreement is terminable without penalty on not more than 60
days' nor less than 30 days' written notice by the Master Trust when authorized
either by a vote of a majority of the outstanding voting securities of the
Master Trust or by a vote of a majority of the Board of Trustees of the Master
Trust, or by the Adviser on not more than 60 days' nor less than 30 days'
written notice, and will automatically terminate in the event of its assignment.
The Advisory Agreement provides that neither the Adviser nor its personnel shall
be liable for any error of judgment or mistake of law or for any loss arising
out of any investment or for any act or omission in the execution of security
transactions for the Master Trust, except for willful misfeasance, bad faith or
gross negligence in the performance of its or their duties or reckless disregard
of its or their obligations and duties under the Advisory Agreement.

The Adviser has access to and benefits from investment research and
information generated and used by Old Mutual. The Adviser is responsible for
compensating Old Mutual for research and information provided to the Adviser.

The Master Trust pays the Adviser a management fee of 0.60% per annum of
the Master Trust's daily net assets (the "Management Fee"). The Management Fee
accrues daily on an annualized basis and is paid monthly in arrears.

B-16
<PAGE> 52

For the period November 3, 1995 (commencement of operations of the Master Trust)
to June 30, 1996 the fees payable to the Adviser under the Advisory Agreement
were U.S. $4,337,443 (of which amount U.S. $142,651 was voluntarily waived).

The Adviser will reduce or rebate a portion of the Management Fee as
necessary so that ordinary operating expenses of the OMEGA South Africa Fund,
including its share of the Management Fee and the amortization of certain
organizational and offering expenses, will not exceed 1.00% per annum of the
its daily net assets. This limitation does not apply to (i) extraordinary
expenses (such as the cost of litigation), (ii) the placement fee and the
amount payable to Old Mutual Fund Holdings in connection with the Initial
Offering, (iii) sales charges on Shares, (iv) brokerage expenses, or (v) the
redemption fee charged by the OMEGA South Africa Fund of 1.65% of redemption
proceeds. The Adviser may not terminate its undertaking to so reduce or rebate
a portion of the Management Fee without giving at least 120 days notice to
investors, provided the Adviser may terminate this undertaking at any time
without prior notice if the Adviser ceases to be investment adviser to the
Master Trust.

Administrators.

Pursuant to separate administrative services agreements (each, an
"Administrative Services Agreement"), State Street Bank and Trust Company (the
"OMEGA Fund Administrator") and State Street Cayman Trust Company, Ltd. (the
"Master Trust Administrator"), either directly or through an indirect
wholly-owned subsidiary or an affiliated entity, provide certain
administrative, transfer agency and fund accounting services to the OMEGA South
Africa Fund and the Master Trust, respectively.

Pursuant to the respective Administrative Services Agreements, the OMEGA
Fund Administrator and the Master Trust Administrator serve as accounting agent,
registrar, transfer agent and dividend disbursing agent for each of the OMEGA
South Africa Fund and the Master Trust, and provide general administrative
services including overseeing the publication of net asset value and the
maintenance of certain books and records, preparing the U.S. federal, state and
local income tax returns, expense budgets and financial information for
semi-annual and annual reports, proxy statements and other communications,
preparing periodic financial reports and reports relating to the business and
affairs of the OMEGA South Africa Fund and the Master Trust, reporting to the
Board of Trustees of the OMEGA South Africa Fund and the Master Trust regarding
the performance of the custodian and independent public accountants, overseeing
and reviewing calculations of fees paid to the Adviser and the custodian,
helping to establish accounting policies, reviewing implementation of any
dividend reinvestment programs, responding to investor inquiries, preparing
materials for board meetings and making presentations where appropriate.

Either party to the Administrative Services Agreement with the OMEGA South
Africa Fund may, in its discretion, terminate such Agreement for any reason by
giving the

B-17

<PAGE> 53
other party at least 60 days prior written notice of termination. The
Administrative Services Agreement with the OMEGA South Africa Fund also
provides that the OMEGA Fund Administrator shall not be liable for any loss,
liability, claim or expense suffered or incurred by the OMEGA South Africa
Fund unless caused by its own fraud, willful default, gross negligence or
willful misconduct or that of its agents or employees.

The Administrative Services Agreement with the Master Trust remains in
effect until it is terminated and may be terminated without penalty by either
party on not less than 60 days' written notice. The Administrative Services
Agreement with the Master Trust also provides that the Master Trust
Administrator shall not be liable for any loss, liability, claim or expense
suffered or incurred by the Master Trust unless caused by its own fraud, willful
default, gross negligence or willful misconduct or that of its agents or
employees.

The liability of each of the OMEGA Fund Administrator and the Master Trust
Administrator under its respective Administrative Services Agreement shall be
limited to U.S.$5 million for liabilities and losses arising in connection with
certain functions relating to tax and financial reporting, securities law
compliance and recordkeeping. This limitation on liability includes, but is not
limited to, any liability relating to qualification of the OMEGA South Africa
Fund or the Master Trust as a regulated investment company in the U.S. or any
liability relating to the OMEGA South Africa Fund's or the Master Trust's
compliance with any applicable tax or securities statute, regulation or ruling
of any jurisdiction.

First U.S.$500 million 0.05%
Next U.S.$500 million 0.025%
Over U.S.$1 billion 0.01%

If the assets of the Master Trust total U.S.$1 billion during a year, the
administration fee percentage for that year will be 0.0375%. The OMEGA South
Africa Fund pays the OMEGA Fund Administrator an annual administration fee of
U.S.$40,000.

For the period November 10, 1995 (commencement of operations of the OMEGA
South Africa Fund) to June 30, 1996, the fee to the OMEGA Fund Administrator
under the Administrative Services Agreement with the OMEGA South Africa Fund
was U.S.$25,246. For the period November 3, 1995 (commencement of operations
of the Master Trust) to June 30, 1996, the fee to the Master Trust
Administrator under the Administrative Services Agreement with the Master Trust
was U.S.$252,158.

B-18
<PAGE> 54

The Master Trust Administrator is a wholly-owned subsidiary of State Street
Bank and Trust Company.

Placement Agents.

The OMEGA South Africa Fund has engaged Fleming Martin Inc., Rand
International Securities LLC and SBC Warburg Inc. (collectively, the "Placing
Agents") to act as placement agents to offer and sell Shares (the "Offering")
on a best efforts basis pursuant to a placing agreement (the "Placing
Agreement") with the Master Trust, the OMEGA South Africa Fund, the Adviser and
Old Mutual Fund Holdings. The engagement of the Placing Agents is
non-exclusive, and the OMEGA South Africa Fund may from time to time, subject
to the 1940 Act and after reasonable prior consultation with the existing
Placing Agents, appoint one or more additional placing agents. The obligations
of the OMEGA South Africa Fund and the Master Trust under the Placing Agreement
continue in effect for a period beyond one year from the date thereof only so
long as such continuance is approved at least annually as required under the
1940 Act. The Placing Agreement may be terminated without penalty by a majority
of the members of the Board of Trustees of the Master Trust or the OMEGA South
Africa Fund who are not interested persons of the Master Trust or the OMEGA
South Africa Fund, respectively, and have no direct or indirect financial
interest in the operation of the respective placement plans adopted by the
Master Trust or the OMEGA South Africa Fund or in any agreements related to
either such plan, or by the vote of a majority of the outstanding voting
securities of the Master Trust or the OMEGA South Africa Fund, on not less than
60 days' written notice to each other party to the Placing Agreement. The
Placing Agreement will automatically terminate as to any Placement Agent in the
event of its assignment, as defined in the 1940 Act, by such Placement Agent.

A sales charge of up to 0.35% of the net asset value of each Share sold
to a subscriber ("Subscriber") may be applied by the Placing Agents. The sales
charge will be paid by the Subscriber. Old Mutual Fund Holdings may make
additional payments to the Placement Agents or other parties equal to 0.25% of
the price of Shares sold in the Offering. Each of the OMEGA South Africa Fund
and the Master Trust has agreed to indemnify the Placement Agents against
certain liabilities, including liabilities under applicable securities laws.

The Master Trust and the OMEGA South Africa Fund have each adopted a
placement plan in accordance with Rule 12b-1 under the 1940 Act (each, a
"Placement Plan"). The Placement Plan adopted by the Master Trust provides for
the payment of certain fees and amounts in connection with the placement of
Shares. Furthermore, the Master Trust Placement Plan provides that the Master
Trust may reimburse the Adviser, or another party, for certain marketing
expenses incurred (or advanced) in the placement of shares of the

B-19
<PAGE> 55

OMEGA South Africa Fund and the Non-U.S. Fund, provided the amount of such
reimbursements in any year will not exceed 0.05% of the average daily net assets
of the Master Trust for such year. Under the Placement Plan, the Master Trust
may pay additional fees in connection with the placement of shares of the OMEGA
South Africa Fund and the Non-U.S. Fund as determined by the Trustees, provided
such fees for any year shall not, together with any reimbursement of expenses
under the next preceding sentence for such year, exceed 0.05% of the average
daily net assets of the Master Trust for such year.

The Placement Plan for the OMEGA South Africa Fund provides for (i) the
reimbursement of the Adviser or other persons for certain marketing expenses
incurred or advanced to others provided the amount of such reimbursements in any
year will not exceed 0.05% of the average daily net assets of the OMEGA South
Africa Fund for such year, and (ii) the payment of fees by the OMEGA South
Africa Fund in connection with the placement of Shares, in an amount for any
year that, when added to any reimbursements of marketing expenses by the OMEGA
South Africa Fund for such year, will not exceed 0.05% of the average daily net
assets of the OMEGA South Africa Fund for such year.

Each Placement Plan continues in effect if such continuance is specifically
approved at least annually by a vote of both a majority of the Trustees of the
Master Trust or the OMEGA South Africa Fund, as appropriate, and a majority of
the Trustees who are not "interested persons" of the Master Trust or of the
OMEGA South Africa Fund, as the case may be, and who have no direct or indirect
financial interest in the operation of the Placement Plan or in any agreement
related to such Plan (for purposes of this paragraph "Non-Interested Trustees").
Each Placement Plan requires that the Treasurer of the Master Trust or of the
OMEGA South Africa Fund, as appropriate, provide to the Master Trust's or the
OMEGA South Africa Fund's Board of Trustees, and the Board of Trustees review,
at least quarterly, a written report of the amounts expended (and the purposes
therefor) under the Placement Plan and any related agreement. Each Placement
Plan further provides that the selection and nomination of the Non-Interested
Trustees is committed to the discretion of the disinterested Trustees (as
defined in the 1940 Act) then in office. Each Placement Plan may be terminated
at any time by a vote of a majority of the Non-Interested Trustees or by a vote
of a majority of the outstanding voting securities of the Master Trust or of the
OMEGA South Africa Fund, as appropriate. Each Placement Plan may not be amended
to increase materially the amount of the Master Trust's or of the OMEGA South
Africa Fund's permitted expenditures thereunder without the approval of a
majority of the outstanding voting securities of the Master Trust or of the
OMEGA South Africa Fund and may not be materially amended in any case without a
vote of a majority of both the Trustees and Non-Interested Trustees of the
Master Trust or the OMEGA South Africa Fund, as the case may be. Each of the
Master Trust and the OMEGA South Africa Fund will preserve copies of its
Placement Plan and any agreements or reports made pursuant to its Placement
Plan for a period of not less than six years from the date of the Plan, and for
the first two years such agreements and reports will be maintained in an easily
accessible place. For the period November 3, 1995 (commencement of operations
of the Master Trust) to June 30, 1996, U.S.$2,594,688 in payments were made
under the Master Trust's Placement Plan, and for the period November 10, 1995
(commencement of operations of the OMEGA South Africa Fund) to June 30, 1996
U.S.$2,970 in payments were made under the OMEGA South Africa Fund's Placement
Plan.

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Custodian.

The OMEGA South Africa Fund and the Master Trust have each entered into
separate custodian contracts with State Street Bank and Trust Company (the
"Custodian") pursuant to which the Custodian acts as custodian for the OMEGA
South Africa Fund and for the Master Trust. The principal business address of
the Custodian is 225 Franklin Street, Boston, MA 02110.

The Custodian has entered into subcustodian agreements (each a
"Subcustodian Agreement") with Standard Bank of South Africa Limited and with
State Street London Limited (each a "Subcustodian"), pursuant to which Standard
Bank of South Africa Limited and State Street London Limited provide custodial
services in South Africa and the United Kingdom, respectively, for assets of
the Master Trust. As of September 20, 1996, Old Mutual held 20.63% of the
outstanding voting securities of Standard Bank of South Africa Limited. State
Street London Limited is a wholly-owned subsidiary of State Street Bank and
Trust Company. The Trustees of the Master Trust have approved and adopted each
Subcustodian Agreement and have found that maintaining the Master Trust's
assets in South Africa and the United Kingdom and with each Subcustodian is in
the best interests of the Master Trust on behalf of its investors. Each
Subcustodian will be paid, by the Custodian, such compensation pursuant to each
Subcustodian Agreement as may be mutually agreed upon from time to time.

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Independent Accountants.

KPMG Peat Marwick LLP are the independent public accountants for the OMEGA
South Africa Fund, providing audit services, and assistance and consultation
with respect to the preparation of filings with the SEC. The address of KPMG
Peat Marwick LLP is 99 High Street, Boston, Massachusetts 02110. KPMG Peat
Marwick, Vallis Building, Hamilton HM 11 Bermuda, are the independent public
accountants for the Master Trust.

Item 17. Brokerage Allocation and Other Practices.

The primary consideration in placing the Fund's securities transactions with
broker-dealers for execution is to obtain and maintain the availability of
execution at the most favorable prices and in the most effective manner
possible. The Adviser attempts to achieve this result by selecting
broker-dealers to execute transactions on behalf of the Master Trust and other
clients of the Adviser on the basis of their professional capability, the value
and quality of their brokerage services, and the level of their brokerage
commissions. In the case of securities traded in the over-the-counter market
(where no stated commissions are paid but the prices include a dealer's markup
or markdown), the Adviser normally seeks to deal directly with the primary
market makers, unless in its opinion, best execution is available elsewhere. In
the case of securities purchased from underwriters, the cost of such securities
generally includes a fixed underwriting commission or concession. From time to
time, soliciting dealer fees may be available to the Adviser on the tender of
the Master Trust's securities in so-called tender or exchange offers. Such
soliciting dealer fees are in effect recaptured for the Master Trust by the
Adviser. At present no other recapture arrangements are in effect.

Under the Advisory Agreement, in connection with the selection of brokers or
dealers and the placing of orders for the purchase and sale of securities, the
Adviser is directed to seek for the Master Trust in its best judgment, prompt
execution in an effective manner at the most favorable price. Subject to this
requirement of seeking the most favorable price, securities may be bought from
or sold to broker-dealers who have furnished statistical, research and other
information or services to the Adviser or the Master Trust, subject to any
applicable laws, rules and regulations. The Adviser will adhere to the
restrictions adopted by the Fund which are designed to address the substantial
position of Old Mutual and its wholly-owned subsidiaries in the South African
securities markets.

The Management Fee will not be reduced as a consequence of the Adviser's
receipt of brokerage and research services. While such services are not expected
to reduce the expenses of the Adviser, the Adviser would, through the use of the
services, avoid the additional expenses which would be incurred if it should
attempt to develop comparable information through its own staff.

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In certain instances there may be securities that are suitable as an
investment for the Master Trust as well as for one or more of the Adviser's
other clients. Investment decisions for the Master Trust and for the Adviser's
other clients are made with a view to achieving their respective investment
objectives. It may develop that a particular security is bought or sold for only
one client even though it might be held by, or bought or sold for, other
clients. Likewise, a particular security may be bought for one or more clients
when one or more clients are selling the same security. Some simultaneous
transactions are inevitable when several clients receive investment advice from
the same investment adviser, particularly when the same security is suitable for
the investment objectives of more than one client. When two or more clients are
simultaneously engaged in the purchase or sale of the same security, the
securities are allocated among clients in a manner believed to be equitable to
each. It is recognized that in some cases this system could adversely affect the
price of or the size of the position obtainable for the security for the Master
Trust. When purchases or sales of the same security for the Master Trust and for
other portfolios managed by the Adviser occur contemporaneously, the purchase or
sale orders may be aggregated in order to obtain any price advantages available
to large volume purchases or sales. Similar considerations apply with respect
to investment advisory services provided by Old Mutual and other affiliates of
the Adviser to their respective clients. For the period November 3, 1995
(commencement of operations of the Master Trust) to June 30, 1996, the Master
Trust paid brokerage commissions of approximately U.S.$117,778.

Item 18. Capital Stock and Other Securities.

Under the declaration of trust of the OMEGA South Africa Fund, the Trustees
of the OMEGA South Africa Fund are authorized to issue an unlimited number of
transferable Shares and may divide or combine such interests into a greater or
lesser number and may classify or reclassify any unissued Shares into one or
more series or classes of Shares. The Offering has not been registered under
the 1933 Act, and Shares will therefore be "restricted securities." The OMEGA
South Africa Fund may require as a condition of any transfer of shares receipt
of an opinion of counsel, in form and substance satisfactory to the OMEGA South
Africa Fund, to the effect that a proposed transfer may be effected without
registration under the 1933 Act or applicable state securities laws.

Each whole Share is entitled to one vote as to any matter on which it is
entitled to vote. Shareholders do not have cumulative voting rights, and
Shareholders owning more than 50% of the outstanding Shares may elect all of the
Trustees of the OMEGA South Africa Fund if they choose to do so and in such
event the other Shareholders would not be able to elect any Trustee. As a
Massachusetts business trust, the OMEGA South Africa Fund is not required to
hold, and has no present intention of holding, annual meetings of Shareholders
but the OMEGA South Africa Fund will hold special meetings of Shareholders

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<PAGE> 59

when in the judgment of the Trustees it is necessary or desirable to submit
matters for a Shareholder vote.

The OMEGA South Africa Fund's activities are supervised by a Board of
Trustees. Shareholders will be entitled to vote on the election of the Trustees
of the OMEGA South Africa Fund and certain important matters, including (i)
certain amendments to the declaration of trust of the OMEGA South Africa Fund
and (ii) changes in the investment objective and fundamental investment
restrictions of the OMEGA South Africa Fund. Trustees of the OMEGA South Africa
Fund may be removed by a vote of Shareholders holding two-thirds of
outstanding Shares. Each Share is entitled to participate equally in dividends
and other distributions and the proceeds of any liquidation of the Fund. Shares
have no preference, pre-emptive, appraisal, conversion or exchange rights except
as the Trustees may determine. Shares, when issued, are fully paid and
non-assessable.

In the event that either the OMEGA South Africa Fund or the Master Trust
votes to dissolve, Old Mutual will be entitled to acquire all, but not less than
all, of the Shares at a price equal to their aggregate net asset value. No
redemption fee will apply in this case. The Trustees shall promptly notify each
Shareholder of any exercise of Old Mutual's right of purchase and request that
Shareholders submit any certificates representing Shares to the Transfer Agent,
duly endorsed in blank, on or before the date established for the purchase (the
"Purchase Date"). In such case any certificate representing Shares that is not
submitted to the Transfer Agent shall, from and after the Purchase Date,
represent only the right to receive the price for the Shares. In the event Old
Mutual notifies the Trustees that it is exercising its right of purchase, the
OMEGA South Africa Fund shall not without the prior written consent of Old
Mutual, at any time, (a) merge, consolidate, or reorganize, (b) make any
transfer of its property outside of the ordinary course, (c) make any in-kind
distributions of its property, or (d) amend the declaration of trust of the
OMEGA South Africa Fund. No merger, consolidation, sale of assets or
reorganization that terminates, materially modifies, or materially reduces the
practical effect or benefit of Old Mutual's right to purchase the Shares shall
be effected without the prior written consent in each instance of Old Mutual.

The OMEGA South Africa Fund may enter into a merger or consolidation, or
sell all or substantially all of its assets, if approved by the vote of the
holders of two-thirds of the outstanding Shares of all series of the OMEGA South
Africa Fund voting as a single class, or of the affected series of the OMEGA
South Africa Fund, as the case may be, or by an instrument in writing without a
meeting, consented to by the vote of the holders of two-thirds of the
outstanding Shares of all series of the OMEGA South Africa Fund voting as a
single class, or of the affected series of the OMEGA South Africa Fund, as the
case may be; provided, however, that if such merger, consolidation, or transfer
is recommended by the Trustees of the OMEGA South Africa Fund, the "vote of a
majority of the outstanding voting securities" of the OMEGA South Africa Fund,
as defined in the 1940 Act ("Majority Shareholder Vote") shall be sufficient
authorization; and any such merger, consolidation, or

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<PAGE> 60

sale shall be deemed for all purposes to have been accomplished under and
pursuant to the statutes of the Commonwealth of Massachusetts. The OMEGA South
Africa Fund may be terminated (i) by the Trustees with written notice to
Shareholders or (ii) by a Majority Shareholder Vote.

The OMEGA South Africa Fund is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders of such a
business trust may, under certain circumstances, be held personally liable as
partners for its obligations and liabilities. However, the declaration of trust
of the OMEGA South Africa Fund contains an express disclaimer of Shareholder
liability for acts or obligations of the OMEGA South Africa Fund and provides
for indemnification and reimbursement of expenses by the OMEGA South Africa Fund
for any Shareholder held personally liable for the obligations of the OMEGA
South Africa Fund. The declaration of trust of the OMEGA South Africa Fund also
provides that the OMEGA South Africa Fund may maintain appropriate insurance
(e.g., fidelity bonding and errors and omissions insurance) for the protection
of the OMEGA South Africa Fund, its Shareholders, Trustees, officers, employees,
independent contractors and agents covering possible tort and other liabilities.
Thus, the risk of a Shareholder incurring financial loss on account of
Shareholder liability is limited to circumstances in which both inadequate
insurance existed and the OMEGA South Africa Fund itself was unable to meet its
obligations.

The declaration of trust of the OMEGA South Africa Fund further provides
that obligations of the OMEGA South Africa Fund are not binding upon the
Trustees individually and that the Trustees will not be liable for any action or
failure to act, but nothing in the declaration of trust protects a Trustee
against any liability to which he or she would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties involved in the conduct of his or her office.

The Master Trust is organized as a trust under the laws of the Commonwealth
of Massachusetts. The Master Trust's declaration of trust provides that
investors in the Master Trust (including the OMEGA South Africa Fund and the
Non-U.S. Fund) are each jointly and severally liable for the liabilities and
obligations of the Master Trust. However, the risk of the OMEGA South Africa
Fund incurring financial loss on account of such liability is limited to
circumstances in which both inadequate insurance existed and the Master Trust
itself was unable to meet its obligations. Accordingly, the Trustees of the
OMEGA South Africa Fund believe that neither the OMEGA South Africa Fund nor its
Shareholders will be held liable for obligations of the Master Trust in excess
of the amount of their investments in, respectively, the Master Trust or the
OMEGA South Africa Fund.

The beneficial interest in the Master Trust consists of non-transferable
interests. Each investor in the Master Trust ("Investor") may add to or reduce
its investment in the Master Trust on each day the New York Stock Exchange is
open for trading ("Business Day").

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Upon the determination of the net asset value of the Master Trust at 10:00 a.m.
(Eastern time) on each Business Day, the balance of the Investor's book capital
account (the "Book Capital Account Balance") shall then be adjusted as follows:
(a) the excess, if any, of the net asset value as determined on such Business
Day over the net asset value as last determined shall be allocated among the
Investors in accordance with the amounts of their respective Book Capital
Account Balances, and the amount so allocated shall be added to the Book Capital
Account Balance of each Investor; (b) the excess, if any, of the net asset value
as last determined over the net asset value as determined on such Business Day
shall be allocated among the Investors in accordance with the amounts of their
respective Book Capital Account Balances, and the amounts so allocated shall be
subtracted from the respective Book Capital Account Balance of each Investor;
(c) after effecting the adjustments under subparagraphs (a) and (b), the Book
Capital Account Balance of each Investor shall be increased to reflect any
capital contributions in respect of the increase of such Investor's interest
("Interest"), to the extent such Investor's Book Capital Account Balance has not
previously been increased to reflect the same; and (d) after effecting the
adjustments under subparagraphs (a) and (b), the Book Capital Account Balance of
each Investor shall be decreased to reflect the amount of money or the fair
market value of property other than money (net of liabilities secured by such
property that the Investor is considered to assume or take subject to)
distributed to such Investor by the Master Trust in respect of the decrease or
redemption of such Investor's Interest (or in connection with a termination of
the Master Trust), to the extent such Investor's Book Capital Account Balance
has not previously been decreased to reflect the same. The Book Capital Account
Balance of each Investor as determined above shall be the Book Capital Account
Balance of such Investor until the next calculation of such Investor's Book
Capital Account Balance.

If the Master Trust seeks the vote of the OMEGA South Africa Fund on any
matter (other than a vote to continue the Master Trust upon the withdrawal of
another investor in the Master Trust, in which circumstances the Trustees of
the OMEGA South Africa Fund may vote to continue the Master Trust), the OMEGA
South Africa Fund shall submit the matter to a vote of its Shareholders and
shall exercise its Master Trust voting rights proportionately as instructed by
the Shareholders that participate in the vote. It is possible that a majority
of the investors in the Master Trust (which may comprise Old Mutual Fund
Holdings) will exercise their Master Trust voting rights in a manner contrary
to the vote of the OMEGA South Africa Fund's Shareholders.

Item 19. Purchase, Redemption and Pricing of Securities.

The net asset value per Share is determined each Business Day. As of the
date of this Part B, the New York Stock Exchange is open for trading every
weekday except for the following holidays (or the days on which they are
observed): New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. This
determination of net asset value is made by

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<PAGE> 62

the OMEGA Fund Administrator once each day as of 10:00 a.m. (Eastern time),
being after the close of business of the JSE for that day, by adding the market
value of all securities and other assets of the OMEGA South Africa Fund
(including the value of its interest in the Master Trust), then subtracting the
OMEGA South Africa Fund's liabilities, and then dividing the result by the
number of outstanding Shares. The Master Trust Administrator calculates the
net asset value of the Master Trust as of 10:00 a.m. (Eastern time) on each
Business Day. The net asset value of the Master Trust at any given time and from
time to time shall be the difference of (a) the total assets then held by the
Master Trust, minus (b) the face amount of all Master Trust debts and
obligations.

The Master Trust generally values JSE listed securities based on the
current JSE ruling price. The ruling price for a JSE listed security on any day
is the last sale price, adjusted upward to any current higher bid price or
downward to any current lower offer price. If the securities did not trade on
the JSE on the date of the valuation, they may be valued on a different basis
believed by the Trustees of the Master Trust to reflect their fair value.
Values are converted from S.A. Rand to U.S. dollars using exchange rates
prevailing as of the time the net asset value is to be determined. Trading may
take place in securities held by the Master Trust on days that are not Business
Days and on which it will not be possible to purchase or redeem Shares.

The Fund may, from time to time, revise its procedures relating to the
calculation of net asset value to reflect changes in JSE trading periods and
practices.

Trading in securities on most non-U.S. exchanges and over-the-counter
markets is normally completed before the close of regular trading on the New
York Stock Exchange and may also take place on days on which the New York Stock
Exchange is closed. If events materially affecting the value of non-U.S.
securities occur between the time when the exchange on which they are traded
closes and the time when the OMEGA South Africa Fund's net asset value is
calculated, such securities will be valued at fair value in accordance with
procedures established by and under the general supervision of the Board of
Trustees of the OMEGA South Africa Fund.

Investors may request redemption of Shares on any Business Day at their net
asset value (as determined as of 10:00 a.m. (Eastern time) on the next Business
Day), subject to a redemption fee charged by the OMEGA South Africa Fund of
1.65% of redemption proceeds. A redemption is treated as a sale of the Shares
redeemed and could result in taxable gain or loss to the Shareholder making the
redemption.

Subject to compliance with applicable regulations, the OMEGA South Africa
Fund and the Master Trust have each reserved the right to pay the redemption
price of Shares or beneficial interests in the Master Trust, either totally or
partially, by a distribution in kind of readily marketable securities (instead
of cash). The securities so

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<PAGE> 63

distributed would be valued at the same amount as that assigned to them in
calculating the net asset value for the Shares or beneficial interests being
sold. If a holder of Shares or beneficial interests received a distribution in
kind, such holder could incur brokerage or other charges in converting the
securities to cash.

The Trustees of the OMEGA South Africa Fund have the power at any time to
redeem Shares in the OMEGA South Africa Fund of any Shareholder at a redemption
price determined in accordance with the provisions of the declaration of trust
of the OMEGA South Africa Fund if at such time the aggregate net asset value of
the Shares (or the number of Shares) owned by such Shareholder is less than a
minimum amount (or number of Shares), if any, as determined from time to time by
the Trustees. However, the Trustees have not established any such minimum amount
(or number of shares), and no action to establish a minimum amount (or number of
shares) has been taken by the Trustees.

Each of the OMEGA South Africa Fund and the Master Trust may declare a
suspension of the right of redemption or postpone the date of payment of
redemption proceeds for the whole or any part of any period (a) during which the
New York Stock Exchange is closed other than customary week-end and holiday
closings, (b) during which trading on the New York Stock Exchange is restricted,
(c) during which an emergency exists as a result of which disposal by the OMEGA
South Africa Fund or the Master Trust of securities owned by it is not
reasonably practicable or it is not reasonably practicable for the OMEGA South
Africa Fund or the Master Trust fairly to determine the value of its net assets,
or (d) during which the SEC for the protection of Shareholders by order permits
the suspension of the right of redemption or postponement of the date of payment
of the redemption proceeds; provided that applicable rules and regulations of
the SEC shall govern as to whether the conditions prescribed in (b), (c), or (d)
exist. Such suspension shall take effect at such time as the OMEGA South Africa
Fund or the Master Trust shall specify but not later than the close of business
on the Business Day next following the declaration of suspension, and thereafter
there shall be no right of redemption or payment of the redemption proceeds
until the OMEGA South Africa Fund or the Master Trust shall declare the
suspension at an end, except that the suspension shall terminate in any event on
the first day on which the New York Stock Exchange shall have reopened or the
period specified in (b) or (c) shall have expired (as to which, in the absence
of an official ruling by the SEC, the determination of the OMEGA South Africa
Fund or the Master Trust shall be conclusive). In the case of a suspension of
the right of redemption, an investor may either withdraw his request for
redemption or receive payment based on the net asset value upon the termination
of the suspension.

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<PAGE> 64

The Offering may be terminated or modified by the OMEGA South Africa Fund.
In the event that the terms of the Offering are materially modified, the
new terms will be set forth in a supplement to the Private Placement Memorandum
relating to the Fund. Investors that purchase Shares in the Offering will not
have any pre-emptive rights with respect to any further offerings.

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<PAGE> 65

Item 20. Tax Status.

The OMEGA South Africa Fund has elected to be treated and intends to qualify
each year as a "regulated investment company" under Subchapter M of the Internal
Revenue Code of 1986, as amended (the "Code"), by meeting all applicable
requirements of Subchapter M, including requirements as to the nature of the
OMEGA South Africa Fund's gross income, the amount of OMEGA South Africa Fund
distributions, and the composition and holding period of the OMEGA South Africa
Fund's portfolio assets. Provided all such requirements are met, no U.S. federal
income or excise taxes will be required to be paid by the OMEGA South Africa
Fund, although non-U.S. source income earned by the OMEGA South Africa Fund may
be subject to non-U.S. taxes. If the OMEGA South Africa Fund should
fail to qualify as a "regulated investment company" for any year, the OMEGA
South Africa Fund would incur a regular corporate federal income tax upon its
taxable income, and distributions by the OMEGA South Africa Fund would generally
be taxable as ordinary income to Shareholders. The Master Trust intends to
qualify as a "partnership" under the Code, with the result that the OMEGA South
Africa Fund will be required to take into account its pro rata share of the
Master Trust's income, gain, loss, expense, credit, and other applicable items.

Dividends and capital gains distributions from the OMEGA South Africa Fund
are subject to federal income tax and may also be subject to state and local
taxes. Generally, distributions from the OMEGA South Africa Fund's net
investment income and short-term capital gains will be taxed as ordinary
income. Distributions of net capital gains (i.e., the excess of net long-term
capital gains over net short-term capital losses) will be taxed as long-term
capital gains regardless of how long Shares have been held. The foregoing rules
apply without regard to whether the dividends and distributions are paid in
cash or reinvested in additional Shares. Certain Shareholders, including
individuals, trusts, estates, and certain pass-through entities, may not be
entitled to a deduction for their allocable share of certain expenses,
including management fees, incurred by the OMEGA South Africa Fund, to the
extent those expenses, together with other miscellaneous itemized deductions
incurred by those Shareholders, do not exceed 2% of their adjusted gross
income.

Any OMEGA South Africa Fund dividend that is declared in October, November
or December of any calendar year, that is payable to Shareholders of record in
such a month and

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<PAGE> 66

that is paid the following January will be treated as if received by the
Shareholders on December 31 of the year in which the dividend is declared. The
OMEGA South Africa Fund will notify Shareholders regarding the federal tax
status of its distributions after the end of each calendar year.

Any OMEGA South Africa Fund distribution will have the effect of reducing
the per Share net asset value of the OMEGA South Africa Fund by the amount of
the distribution. Shareholders purchasing Shares shortly before the record date
of any distribution may thus pay the full price for the Shares and then
effectively receive a portion of the purchase price back as a taxable
distribution.

In general, any gain or loss realized upon a taxable disposition of Shares
by a Shareholder of the OMEGA South Africa Fund that holds such Shares as a
capital asset will be treated as long-term capital gain or loss if the Shares
have been held for more than twelve months and otherwise as a short-term capital
gain or loss. However, any loss realized upon a disposition of Shares in the
OMEGA South Africa Fund held for six months or less will be treated as long-term
capital loss to the extent of any distributions of net capital gain made with
respect to those Shares. Any loss realized upon a disposition of Shares may also
be disallowed under rules relating to wash sales.

The OMEGA South Africa Fund's transactions in forward currency contracts
will be subject to special tax rules that may affect the amount, timing, and
character of OMEGA South Africa Fund income. For example, certain positions
held for the OMEGA South Africa Fund on the last business day of each taxable
year will be marked to market (i.e., treated as if closed out) on that day, and
any gain or loss associated with the positions will be treated as 60% long-term
and 40% short-term capital gain or loss. Certain positions held for the OMEGA
South Africa Fund that substantially diminish its risk of loss with respect to
other positions in its portfolio may constitute "straddles," and may be subject
to special tax rules that would cause deferral of Fund losses, adjustments in
the holding periods of OMEGA South Africa Fund securities, and conversion of
short-term into long-term capital losses. Certain tax elections exist for
straddles that may alter the effects of these rules.

Foreign exchange gains and losses realized by the OMEGA South Africa Fund
or marked to market will generally be treated as ordinary income and losses.
Use of foreign currencies for non-hedging purposes may be limited in order to
avoid a tax on the OMEGA South Africa Fund.

Certain uses of foreign currency and foreign currency forward contracts
and investment by the OMEGA South Africa Fund in certain "passive foreign
investment companies" may be limited, or a tax election may be made, if
available, in order to enable the OMEGA South Africa Fund to preserve its
qualification as a regulated investment Company and to avoid imposition of a
tax on the OMEGA South Africa Fund.

Investment income received by the OMEGA South Africa Fund from non-U.S.
sources may be subject to non-U.S. taxes. There are currently no South African
taxes that would apply to the earnings of the OMEGA South Africa Fund, although
in the future the Master Trust may be required to pay South African taxes on
its investment income. The OMEGA South Africa Fund may also pay taxes in
countries other than the United States and South Africa. The United States has
entered into tax treaties with many foreign countries that may entitle the
OMEGA South Africa Fund to a reduced rate of tax or an exemption from tax on
income from non-U.S. securities; the OMEGA South Africa Fund intends to qualify
for treaty reduced rates where available. At present, there is no tax treaty in
effect between the United States and South Africa. It is not possible to
determine the OMEGA South Africa Fund's effective rate of foreign tax in
advance since the amount of the OMEGA South Africa Fund's assets to be invested
within various countries is not known.

The OMEGA South Africa Fund expects to be able to elect to "pass through" to
its Shareholders non-U.S. income taxes paid. If the OMEGA South Africa Fund so
elects, Shareholders will be required to treat their pro rata portion of the
non-U.S. income taxes paid by the Master Trust as part of the amounts
distributed to them by the OMEGA South Africa

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<PAGE> 67

Fund and thus includable in their gross income for federal income tax purposes.
Shareholders who itemize deductions would then be allowed to claim a deduction
or credit (but not both) on their federal income tax returns for such amounts,
subject to certain limitations. Shareholders who do not itemize deductions would
(subject to such limitations) be able to claim a credit but not a deduction. No
deduction for such amounts will be permitted to individuals in computing their
alternative minimum tax liability. If the OMEGA South Africa Fund does not
qualify or elect to "pass through" to its Shareholders non-U.S. income taxes
paid by the Master Trust, Shareholders will not be able to claim any deduction
or credit for any part of the non-U.S. taxes paid by the Master Trust.

Dividends and certain other payments to persons who are not citizens or
residents of the United States or U.S. entities ("Non-U.S. Persons") are
generally subject to U.S. tax withholding at a rate of 30%. The OMEGA South
Africa Fund intends to withhold tax payments at a rate of 30% on taxable
dividends and other payments to Non-U.S. Persons that are subject to such
withholding, unless a lower rate is permitted under an applicable treaty. Any
amounts overwithheld may be recovered by such persons by filing a claim for
refund with the U.S. Internal Revenue Service within the time period
appropriate to such claims. Distributions received from the OMEGA South Africa
Fund by Non-U.S. Persons also may be subject to tax under the laws of their own
jurisdictions. The OMEGA South Africa Fund is also required in certain
circumstances to apply backup withholding at a rate of 31% on taxable dividends
and redemption proceeds paid to any Shareholder (including a Non-U.S. Person)
who does not furnish to the OMEGA South Africa Fund certain information and
certifications or who is otherwise subject to backup withholding. Backup
withholding will not, however, be applied to payments that have been subject to
30% withholding.

Item 21. Underwriters.

Not applicable.

Item 22. Calculation of Performance Data.

A total rate of return quotation for the OMEGA South Africa Fund is
calculated for any period by (a) dividing (i) the sum of the net asset value per
Share on the last day of the period and the net asset value per Share on the
last day of the period of Shares purchasable with dividends and capital gains
distributions declared during such period with respect to a Share held at the
beginning of such period and with respect to Shares purchased with such
dividends and capital gains distributions, by (ii) the net asset value (or
offering price) per Share on the first day of such period, and (b) subtracting 1
from the result. Any annualized total rate of return quotation is calculated by
(x) adding 1 to the period total rate of return quotation calculated above, (y)
raising such sum to a power which is equal to 365 divided by the number of days
in such period, and (z) subtracting 1

B-32

<PAGE> 68

from the result. Total rates of return may also be calculated on Shares at
various sales charge levels or at net asset value. Any performance data which is
based on a reduced sales charge or net asset value per Share would be reduced if
the maximum sales charge were taken into account.

Any current yield quotation for the OMEGA South Africa Fund consists of an
annualized historical yield, carried at least to the nearest hundredth of one
percent, based on a 30 calendar day or one month period and is calculated by (a)
raising to the sixth power the sum of 1 plus the quotient obtained by dividing
the OMEGA South Africa Fund's net investment income earned during the period by
the product of the average daily number of Shares outstanding during the period
that were entitled to receive dividends and the net asset value (or offering
price) per Share on the last day of the period, (b) subtracting 1 from the
result, and (c) multiplying the result by 2.

Item 23. Financial Statements.

The financial statements contained in the Annual Report of the OMEGA
South Africa Fund for the period from November 10, 1995 (commencement of
operations) to June 30, 1996, as filed with the Securities and Exchange
Commission, via the EDGAR system, on August 28, 1996 (Accession Number
0000912057-96-019073), are incorporated by reference into this Part B.

A copy of the Annual Report of the OMEGA South Africa Fund
accompanies this Part B.
B-33

<PAGE> 69
PART C

Item 24. Financial Statements and Exhibits.

(a) Financial Statements:

Financial Statements Included in Part A:
Not applicable.

Financial Statements Included in Part B:
Registrant:
Statement of Assets and Liabilities at June 30, 1996*
Statement of Operations for the period from November 10,
1995 (commencement of operations) to June 30, 1996*
Statement of Changes in Net Assets for the period from
November 10, 1995 (commencement of operations) to June
30, 1996*
Financial Highlights*
Notes to Financial Statements - June 30, 1996*
Old Mutual South Africa Equity Trust:
Schedule of Investments - June 30, 1996*
Statement of Assets and Liabilities at June 30, 1996*
Statement of Operations for the period from November 3,
1995 (commencement of operations) to June 30, 1996*
Statement of Changes in Net Assets for the period from
November 3, 1995 (commencement of operations) to June
30, 1996*
Financial Highlights*
Notes to Financial Statements - June 30, 1996*

--------------
* Financial information is incorporated by reference to the
Registrant's Annual Report for the fiscal year ended
June 30, 1996 (Accession Number 0000912057-96-019073)

(b) Exhibits:

*1(a) Declaration of Trust of the Registrant
1(b) Amendment to the Declaration of Trust of the Registrant
*2 By-Laws of Registrant
*5 Investment Advisory Agreement between Old Mutual South
Africa Equity Trust (the "Master Trust") and Old Mutual
Asset Managers (Bermuda) Limited (the "Adviser")
*6(a) Placing Agreement among S.G. Warburg & Co. Inc., the
Master Trust, the Registrant, South African Mutual Life
Assurance Society ("Old Mutual"), the Adviser and Old
Mutual Fund Holdings (Bermuda) Limited ("Old Mutual Fund
Holdings")
**6(b) Placing Agreement among Fleming Martin Inc., Rand
International Securities, S.G. Warburg & Co. Inc., the
Master Trust, the Registrant, the Adviser and Old Mutual
Fund Holdings
6(c) Placing Agreement among Fleming Martin Inc., Rand
International Securities LLC, SBC Warburg Inc., the
Master Trust, the Registrant, the Adviser and Old Mutual
Fund Holdings

*8(a) Custodian Agreement between the Registrant and State
Street Bank and Trust Company (the "Custodian")
*8(b) Subcustodian Agreement between the Custodian and Standard
Bank of South Africa Limited
*8(c) Subcustodian Agreement between the Custodian and State
Street London Limited
*9(a) Administrative Services Agreement between the Registrant
and State Street Bank and Trust Company
*9(b) Structuring Agreement among the Master Trust, the
Registrant, Old Mutual South Africa Growth Assets Fund
Limited (the "Non-U.S. Fund") and International Finance
Corporation

<PAGE> 70

*9(c) Subscription and Portfolio Transfer Agreement among Old
Mutual, Old Mutual Fund Holdings, the Adviser, the
Master Trust, the Registrant, the Non-U.S. Fund and Old
Mutual Global Assets Fund Limited
*9(d) Irish Stock Exchange Undertaking among the Master Trust,
the Registrant and the Non-U.S. Fund
*9(e) Form of letter from Old Mutual Investment Advisers, Inc.
with respect to seed capital
*9(f) Form of Agreement among the Registrant, the Master Trust,
the Non-U.S. Fund and the Adviser as to the allocation of
insurance coverage
**9(g) Form of Agreement regarding termination of an agreement
by Old Mutual Fund Holdings to pay a servicing fee to S.G.
Warburg & Co. Inc.
9(h) Letter confirming final settlement of Structuring
Agreement payments owing to International Finance
Corporation
11 Auditors' consent
*15 Placement Plan of the Registrant
27 Financial Data Schedule

- ----------------
* Incorporated herein by reference to the Registrant's Registration Statement
on Form N-1A (File No. 811-9136) as filed with the Securities and Exchange
Commission on November 8, 1995.

** Incorporated herein by reference to Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A (File No. 811-9136) as filed with the
Securities and Exchange Commission on May 2, 1996.

Item 25. Persons Controlled by or under Common Control with Registrant.

The response to Item 15 in Part B to this Registration Statement is
incorporated herein by reference.

-2-
<PAGE> 71

Item 26. Number of Holders of Securities.

<TABLE>
<CAPTION>
Number of Record Holders
Title of Class As of September 23, 1996
-------------- ------------------------

<S> <C>

Shares of Beneficial Interest 5

</TABLE>

Item 27. Indemnification.

Reference is hereby made to (a) Article V of the Registrant's Declaration of
Trust, incorporated herein by reference and (b) Section 8 of the Placing
Agreement among the Registrant, Fleming Martin Inc., Rand International
Securities LLC, SBC Warburg Inc. and certain other parties, filed herewith as
Exhibit 6(c).

The Trustees and officers of the Registrant and the personnel of the
Registrant's administrator are insured under an errors and omissions liability
insurance policy. The Registrant and its officers are also insured under the
fidelity bond required by Rule 17g-1 under the Investment Company Act of 1940.

Item 28. Business and Other Connections of Investment Adviser.

Old Mutual Asset Managers (Bermuda) Limited (the "Adviser"), a company
organized under the laws of Bermuda, serves as the investment adviser to
the Master Trust and to Old Mutual Global Assets Fund Limited, a mutual fund
organized under the laws of Bermuda. The directors and officers of the Adviser
and their affiliations are listed below.

Name: Affiliation:
- ---- -----------
Kevin James Carter Director of the Adviser and of Old Mutual
Asset Managers Holdings (Bermuda) Limited
("OMAM Holdings")

Director, Old Mutual Global Assets Fund
Limited (Clarendon House, 2 Church Street,
Hamilton, Bermuda)

Director, Old Mutual Investment Advisers, Inc.
(1 Exeter Plaza, 699 Boylston Street, Boston,
Massachusetts)

-3-

<PAGE> 72

Managing Director, Old Mutual Portfolio
Managers Ltd. (Providence House, 2 Bartley
Way, Hook, Basingstoke, Hampshire, United
Kingdom)

Director, Fairbairn Investment Company Limited
(Providence House, 2 Bartley Way, Hook,
Basingstoke, Hampshire, United Kingdom)

Director, Old Mutual International Asset
Managers (Guernsey) Limited (Fairbairn House,
The Rohais, St. Peter Port, Guernsey)

Director, Old Mutual International Asset
Managers (Bahamas) Limited (Euro Canadian
Centre, Marlborough Street, Nassau, Bahamas)

Director, Old Mutual International Asset
Managers (Bermuda) Limited (Clarendon House,
2 Church Street, Hamilton, Bermuda)

Director, Old Mutual South Africa Trust plc
(23 Cathedral Yard, Exeter, United Kingdom)

Director, Argenta European Hedge Fund plc (2nd
Floor, IFSC House, International Financial
Services Centre, Custom House Docks, Dublin,
Ireland)

Director, Old Mutual International Asset
Managers (UK) Ltd. (Providence House, 2
Bartley Way, Hook, Basingstoke, Hampshire,
United Kingdom)

-4-

<PAGE> 73

Director, Old Mutual Fund Holdings (Bermuda)
Limited (Clarendon House, 2 Church Street,
Hamilton, Bermuda)

John Charles Ross Collis Secretary and Director of the Adviser

Director of OMAM Holdings

Secretary of the Registrant and the Master
Trust

Secretary of Old Mutual South Africa Growth
Assets Fund Limited (2 Church Street
Hamilton, Bermuda)

Secretary and Director, Old Mutual Global
Assets Fund Limited (Clarendon House, 2
Church Street, Hamilton, Bermuda)

Director, Old Mutual Fund Holdings (Bermuda)
Limited (Clarendon House, 2 Church Street,
Hamilton, Bermuda)

Director, Old Mutual International Asset
Managers (Bermuda) Limited (Clarendon House,
2 Church Street, Hamilton, Bermuda)

Partner, Conyers Dill & Pearman (Clarendon
House, 2 Church Street, Hamilton, Bermuda)

Garth Griffin Director of the Adviser and of OMAM Holdings

Director, Barlow Limited (Barlow Park,
Katherine Street, Sandton, South Africa)

Director, Fairbairn Investment Company
Limited (Mutualpark, Jan Smuts Drive,
Pinelands, South Africa)

Director, Fairbairn Investment Holdings SA
(Pty) Limited (Mutualpark, Jan Smuts Drive,
Pinelands, South Africa)

Director, Old Mutual Asset Managers (Pty)
Limited (Mutualpark, Jan Smuts Drive,
Pinelands, South Africa)

Director, Old Mutual Fund Holdings (SA)
Limited (Mutualpark, Jan Smuts Drive,
Pinelands, South Africa)

Director, Old Mutual Financial Services
Botswana (Pty) Limited (c/o Deloitte &
Touche, Barclays House, Khama Crescent,
Gaborone, Botswana)

Director, Old Mutual Group (UK) Limited
Providence House, 2 Bartley Way, Hook,
Basingstoke, Hampshire, United Kingdom)

Director, Old Mutual International Asset
Managers (Bermuda) Limited (Clarendon
House, 2 Church Street, Hamilton, Bermuda)

Director, Old Mutual International Asset
Managers (Namibia) (Pty) Limited (Bank
Windhoek Bldg., 262 Independence Ave.,
Windhoek, Namibia)

Director, Old Mutual Investment Advisors,
Inc. (One Exeter Plaza, 699 Boylston Street,
Boston, MA, United States)

Director, Old Mutual Life Assurance Company
Limited (Providence House, 2 Bartley Way,
Hook, Basingstoke, Hampshire, United Kingdom)

Director, OMLA Holdings Limited (Providence
House, 2 Bartley Way, Hook, Basingstoke,
Hampshire, United Kingdom)

General Manager and Member, South
African Mutual Life Assurance Society
(Mutualpark, Jan Smuts Drive, Pinelands,
South Africa)

Member, South African Mutual Life
Assurance Society Pension Fund (Mutualpark,
Jan Smuts Drive, Pinelands, South Africa)

Director, Fairbairn Ireland Limited
(50 Dawson Street, Dublin, Ireland)

Director, Old Mutual Fund Holdings
(Bermuda) Limited (Clarendon House, 2 Church
Street, Hamilton, Bermuda)

Director, Old Mutual International Asset
Managers (Guernsey) Limited (Fairbairn
House, The Rohais, St. Peter Port, Guernsey)

Director, Old Mutual International Financial
Services Limited (Fairbairn House, The
Rohais, St. Peter Port, Guernsey)

Director, Old Mutual International (Guernsey)
Limited (Fairbairn House, The Rohais, St.
Peter Port, Guernsey)

Director, Old Mutual International (Ireland)
Limited (50 Dawson Street, Dublin, Ireland)

William Langley President and Director of the Adviser

Director of OMAM Holdings

Treasurer and Trustee of the Registrant and
the Master Trust

Treasurer and Director of Old Mutual South
Africa Growth Assets Fund Limited (Clarendon
House, 2 Church Street, Hamilton, Bermuda)

Director, Old Mutual Global Assets Fund
Limited (Clarendon House, 2 Church Street,
Hamilton, Bermuda)

Director, Old Mutual Investment Advisers, Inc.
(1 Exeter Plaza, 699 Boylston Street, Boston,
Massachusetts)

-5-

<PAGE> 74

Director, Old Mutual International Asset
Managers (Bermuda) Limited (Clarendon House,
2 Church Street, Hamilton, Bermuda)

Director, Old Mutual International Asset
Managers (Guernsey) Limited (Fairbairn House,
The Rohais, St. Peter Port, Guernsey)

Director, Old Mutual International Asset
Managers (Bahamas) Limited (Euro Canadian
Centre, Marlborough Street, Nassau, Bahamas)

Director, OMIAM Services Limited (Fairbairn
House, The Rohais, St. Peter Port, Guernsey)

Director, Old Mutual Fund Holdings (Bermuda)
Limited (Clarendon House, 2 Church Street,
Hamilton, Bermuda)

Assistant General Manager, Old Mutual
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

Michael John Levett Chairman of the Board and Director of the
Adviser and of OMAM Holdings

Chairman of the Board of Trustees and
President of the Registrant and the Master
Trust

Chairman of the Board of Directors of Old
Mutual South Africa Growth Assets Fund Limited
(Clarendon House, 2 Church Street,
Hamilton, Bermuda)

Chairman and Director, Old Mutual Global
Assets Fund Limited (Clarendon House, 2
Church Street, Hamilton, Bermuda)

Chairman and Managing Director, Old Mutual
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

-6-

<PAGE> 75

Chairman, Ashtree Investments Limited
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

Chairman, South African Mutual Unit Trust
Management Company Ltd. (Mutualpark, Jan Smuts
Drive, Pinelands, South Africa)

Director, The South African Breweries Limited
(2 Jan Smuts Avenue, Johannesburg, South
Africa)

Chairman, Ubuntu Medical Scheme (Mutualpark,
Jan Smuts Drive, Pinelands, South Africa)

Director, Barlow Limited (Barlow Park,
Katherine Street, Sandton, South Africa)

Chairman, Capital Securities Limited (Mutual
Park, Pinelands, South Africa)

Director, Central Africa Building Society
(Northend Close, Northridge Park, Borrowdale,
Harare, Zimbabwe)

Chairman, Fairbairn Actuaries and Consultants
Limited (Fairbairn House, The Rohais, St.
Peter Port, Guernsey)

Chairman, Fairbairn Holdings Limited (P.O. Box
119, Commerce House, St. Peter Port, Guernsey)

Chairman, Fairbairn International S.A. (35 Rue
Glesener 10-11, Luxembourg)

Chairman, Fairbairn (Ireland) Limited
(50 Dawson Street, Dublin, Ireland)

Chairman, Fairbairn Marketing Services Limited
(P.O. Box 119, Commerce House, St. Peter Port,
Guernsey)

Chairman, Fairbairn Properties Limited (P.O.
Box 119, Commerce House, St. Peter Port,
Guernsey)

-7-

<PAGE> 76

Chairman, Highlight Investments (Pty) Limited
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

Chairman, Merriman Services Limited (P.O. Box
119, Commerce House, St. Peter Port, Guernsey)

Director, Nedcor Limited (100 Main Street,
Johannesburg, South Africa)

Director, Nedcor Bank Limited (100 Main
Street, Johannesburg, South Africa)

Director, Netherdale Investments (Pty) Limited
(c/o Deloitte & Touche, 1st Floor, Sanclare,
Dreyer Street, Claremont, South Africa)

Chairman, Old Mutual Asset Managers (Pty)
Limited (Mutualpark, Jan Smuts Drive,
Pinelands, South Africa)

Director, Old Mutual Fund Holdings Holdings
(S.A.) Limited (Mutualpark, Jan Smuts Drive,
Pinelands, South Africa)

Chairman, Old Mutual Fund Holdings (Bermuda)
Limited (Clarendon House, 2 Church Street,
Hamilton, Bermuda)

Chairman, Old Mutual Group (UK) Ltd.
(Providence House, 2 Bartley Way, Hook,
Basingstoke, Hampshire, United Kingdom)

Chairman, Old Mutual Health Insurance Limited
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

-8-

<PAGE> 77

Chairman, Old Mutual Holdings Limited (Mutual
Building, Kimathi Street, Nairobi, Kenya)

Director, Old Mutual Life Assurance Company
Limited (Mutual Building, Kimathi Street,
Nairobi, Kenya)

Chairman, Old Mutual International Financial
Services Limited (Fairbairn House, The Rohais,
St. Peter Port, Guernsey)

Chairman, Old Mutual International Asset
Managers (Bahamas) Limited (Euro Canadian
Centre, Marlborough Street, Nassau, Bahamas)

Chairman, Old Mutual International Asset
Managers (Bermuda) Limited (Clarendon House,
2 Church Street, Hamilton, Bermuda)

Chairman, Old Mutual International Asset
Managers (Guernsey) Limited (Fairbairn House,
The Rohais, St. Peter Port, Guernsey)

Director, Old Mutual International Asset
Managers (Namibia) (Pty) Ltd. (8th Floor, CDM
Building, 10 Bulow Street, Windhoek, Namibia)

Chairman, Old Mutual International (Ireland)
Limited (50 Dawson Street, Dublin,
Ireland)

Chairman, Old Mutual Investment Corporation
(Private) Limited (Mutual Gardens, 100 The
Chase (West), Emerald Hill, Harare, Zimbabwe)

Chairman, Old Mutual Investment Managers
Limited (Fairbairn House, The Rohais, St.
Peter Port, Guernsey)

Chairman, Old Mutual Kenya Staff Provident
Fund (Mutual Building, Kimathi Street,
Nairobi, Kenya)

-9-

<PAGE> 78

Chairman, Old Mutual Life Assurance Company
Limited (Providence House, 2 Bartley Way,
Hook, Basingstoke, Hampshire, United Kingdom)

Chairman, Old Mutual Malawi Staff Pension Fund
(Old Mutual Building, Glyn Jones Road,
Blantyre, Malawi)

Chairman, Old Mutual Namibia Staff Pension
Fund (Bank Windhoek Bldg., 262 Independence,
Ave., Windhoek, Namibia)

Chairman, Old Mutual International (Guernsey)
Limited (Fairbairn House, The Rohais, St.
Peter Port, Guernsey)

Chairman, Old Mutual South Africa Fund Limited
(Fairbairn House, The Rohais, St. Peter Port,
Guernsey)

Chairman, Fairbairn Investment Company Limited
(Providence House, 2 Bartley Way, Hook,
Basingstoke, Hampshire, United Kingdom)

Chairman, Fairbairn Investment Holdings S. A.
(Pty) Ltd. (Mutualpark, Jan Smuts Drive,
Pinelands, South Africa)

Chairman, Mumed 850 Plan (Mutualpark, Jan
Smuts Drive, Pinelands, South Africa)

Chairman, Mutual & Federal Insurance Company
Limited (28th Floor, Mutual & Federal Centre,
69 President Street, Johannesburg, South
Africa)

Chairman, Mutual & Federal Investments Limited
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

Director, Old Mutual South Africa Trust plc
(23 Cathedral Yard, Exeter, United Kingdom)

-10-

<PAGE> 79

Chairman, Old Mutual Staff Benefit Plan,
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

Chairman, OMLA Holdings Limited (Providence
House, 2 Bartley Way, Hook, Basingstoke,
Hampshire, United Kingdom)

Chairman, Ommed Plan (Mutualpark, Jan Smuts
Drive, Pinelands, South Africa)

Director, RM Insurance Company (Private)
Limited (Royal Mutual House, Baker Avenue
Harare, Zimbabwe)

Chairman, Rodina Investments (Pty) Limited
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

Director, Safmarine and Rennies Holdings
Limited (2300 Safmarine House, 22 Riebeeck
Street, Cape Town, South Africa)

Director, Sasol Limited (1 Sturdee Avenue,
Rosebank, South Africa)

Trustee and Council Member, South Africa
Foundation (Pilrig Place, 5 Eton Road,
Parktown, South Africa)

Chairman, South African Mutual Life Assurance
Society Pension Fund (Mutualpark, Jan Smuts
Drive, Pinelands, South Africa)

Chairman, South African Mutual Life Assurance
Society Staff Medical Aid Fund (Mutualpark,
Jan Smuts Drive, Pinelands, South Africa)

-11-

<PAGE> 80

Donald Harrigan Malcolm Director of the Adviser and of OMAM Holdings

Director, Old Mutual Global Assets Fund
Limited (Clarendon House, 2 Church Street,
Hamilton, Bermuda)

Director, Old Mutual Fund Holdings (Bermuda)
Limited (Clarendon House, 2 Church Street,
Hamilton, Bermuda)

Director, Old Mutual International Asset
Managers (Bermuda) Limited (Clarendon House,
2 Church Street, Hamilton, Bermuda)

Senior Associate, Conyers Dill & Pearman
(Clarendon House, 2 Church Street, Hamilton,
Bermuda)

Susan Elizabeth Rouse Vice President and Alternate Director of
the Adviser

Alternate Director, Old Mutual Global Assets
Fund Limited (Clarendon House, 2 Church
Street, Hamilton, Bermuda)

Alternate Director, Old Mutual Fund Holdings
(Bermuda) Limited (Clarendon House, 2 Church
Street, Hamilton, Bermuda)

Alternate Director, Old Mutual International
Asset Managers (Bermuda) Limited (Clarendon
House, 2 Church Street, Hamilton, Bermuda)

Gerhard Schalk Van Niekerk Deputy Chairman and Director of the Adviser

Director of OMAM Holdings

Director, Old Mutual Global Assets Fund
Limited (Clarendon House, 2 Church Street,
Hamilton, Bermuda)

Chief Operating Officer and Director, Old
Mutual (Mutualpark, Jan Smuts Drive,
Pinelands, South Africa)

Director, Ashtree Investments Ltd.
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

Director, Capital Securities Ltd. (Mutualpark,
Jan Smuts Drive, Pinelands, South Africa)

Director, Central Africa Building Society
(Northend Close, Northridge Park, Borrowdale,
Harare, Zimbabwe)

Director, C. G. Smith Limited (36 Wierda Road
West, Wierda Valley, South Africa)

-12-

<PAGE> 81

Director, Fairbairn Actuaries and Consultants
Limited (Fairbairn House, The Rohais, St.
Peter Port, Guernsey)

Director, Fairbairn Holdings Ltd. (P.O. Box
119, Commerce House, St. Peter Port, Guernsey)

Director, Fairbairn Ireland Limited (50 Dawson
Street, Dublin, Ireland)

Director, Fairbairn Investment Company Limited
(Providence House, 2 Bartley Way, Hook,
Basingstoke, Hampshire, United Kingdom)

Director, Fairbairn Investment Holdings S.A.
(Pty) Limited (Mutualpark, Jan Smuts Drive,
Pinelands, South Africa)

Director, GSVN Beleggings (Pty) Ltd. (c/o
Deloitte & Touche, 1st Floor Sanclare, Dreyer
Street, Claremont, South Africa)

Director, Highlight Investments (Pty) Limited
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

Committee Member, Mumed 850 Plan (Mutualpark,
Jan Smuts Drive, Pinelands, South Africa)

Director, Mutual & Federal Investments Ltd.
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

Director, Nedcor Limited (100 Main St.,
Johannesburg, South Africa)

Director, Nedcor Bank Limited (100 Main St.,
Johannesburg, South Africa)

Director, Old Mutual Asset Managers (Pty)
Limited (Mutualpark, Jan Smuts Drive,
Pinelands, South Africa)

Director, Old Mutual Fund Holdings Holding
(S.A.) Limited (Mutualpark, Jan Smuts Drive,
Pinelands, South Africa)

Director, Old Mutual Fund Holdings (Bermuda)
Limited (Clarendon House, 2 Church Street,
Hamilton, Bermuda)

-13-

<PAGE> 82

Director, Old Mutual Group (UK) Ltd.
(Providence House, 2 Bartley Way, Hook,
Basingstoke, Hampshire, United Kingdom)

Director, Old Mutual Health Insurance Ltd.
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

Director, Old Mutual Holdings Ltd. (Mutual
Building, Kimathi Street, Nairobi, Kenya)

Director, Old Mutual Life Assurance Co. Ltd.
(Mutual Building, Kimathi Street, Nairobi,
Kenya)

Director, Old Mutual International Asset
Managers (Bahamas) Ltd. (Euro Canadian Centre,
Marlborough Street, Nassau, Bahamas)

Director, Old Mutual International Asset
Managers (Bermuda) Ltd. (Clarendon House,
2 Church Street, Hamilton, Bermuda)

Director, Old Mutual International Asset
Managers (Guernsey) Ltd. (Fairbairn House, The
Rohais, St. Peter Port, Guernsey)

Director, Old Mutual International Asset
Managers (Namibia) (Pty) Ltd. (Bank Windhoek
Bldg., 262 Independence Ave., Windhoek,
Namibia)

Director, Old Mutual International Financial
Services Ltd. (Fairbairn House, The Rohais,
St. Peter Port, Guernsey)

Director, Old Mutual International (Guernsey)
Limited (Fairbairn House, The Rohais, St.
Peter Port, Guernsey)

Director, Old Mutual International (Ireland)
Ltd. (50 Dawson Street, Dublin, Ireland)

Director, Old Mutual Investment Corporation
(Pvt) Ltd. (Mutual Gardens, 100 The Chase
(West), Emerald Hill, Harare, Zimbabwe)

Director, Old Mutual Investment Services Ltd.
(Mutualpark, Jan Smuts Drive, Pinelands,
South Africa)

Director, Old Mutual Kenya Staff Provident
Fund (Mutual Building, Kimathi Street,
Nairobi, Kenya)

Director, Old Mutual Life Assurance Company
Limited (Providence House, 2 Bartley Way,
Hook, Basingstoke, Hampshire, United Kingdom)

-14-

<PAGE> 83

Director, Old Mutual Malawi Staff Pension Fund
(Old Mutual Building, Glyn Jones Road,
Blantyre, Malawi)

Committee Member, Old Mutual Namibia Staff
Pension Fund (Mutual Building, 299
Independence Avenue, Windhoek, Namibia)

Trustee, Old Mutual Staff Benefit Plan
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

Chairman, Old Mutual Unit Trust Management
Company Namibia Ltd. (8th Floor, CDM Centre,
Bulow Street, Windhoek, Namibia)

Director, OMLA Holdings Limited (Providence
House, 2 Bartley Way, Hook, Basingstoke,
Hampshire, United Kingdom)

Committee Member, Ommed Plan (Mutualpark, Jan
Smuts Drive, Pinelands, South Africa)

Director, Rodina Investments (Pty) Limited
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

Alternate Director, Small Business Development
Corporation Ltd. (Small Business Centre, 5
Wellington Road, Parktown, South Africa)

Director and Member, South African Mutual Life
Assurance Society Pension Fund (Mutualpark,
Jan Smuts Drive, Pinelands, South Africa)

Member and Committee Member, South African
Mutual Life Assurance Society Staff Medical
Aid Fund (Mutualpark, Jan Smuts Drive,
Pinelands, South Africa)

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<PAGE> 84

Director, South African Mutual Unit Trust
Management Company Ltd. (Mutualpark, Jan Smuts
Drive, Pinelands, South Africa)

Director, Transnet Ltd. (Transnetpark,
Hillside Road, Parktown, South Africa)

Board Member, Ubuntu Medical Scheme
(Mutualpark, Jan Smuts Drive, Pinelands, South
Africa)

Member of University Council, University of
Stellenbosch (Stellenbosch, Cape Province,
South Africa)

Frits Vleggaar Director of the Adviser

Director, Old Mutual Global Assets Fund
Limited (Clarendon House, 2 Church Street,
Hamilton, Bermuda)

Director, Old Mutual International Financial
Services Ltd. (Fairbairn House, The Rohais,
St. Peter Port, Guernsey)

Director, Old Mutual International (Guernsey)
Limited (Fairbairn House, The Rohais, St.
Peter Port, Guernsey)

Director, L&S Properties Ltd. (Fairbairn
House, The Rohais, St. Peter Port, Guernsey)

Director, Naftiaux Holdings Ltd. (Courtil
Naftiaux, La Rue des Naftiaux, St. Andrew,
Guernsey)

-16-

<PAGE> 85

Director, Providence Capitol Fund Managers
Int. Ltd. (Fairbairn House, The Rohais, St.
Peter Port, Guernsey)

Director, Finexco International Ltd.
(Fairbairn House, The Rohais, St. Peter Port,
Guernsey)

Director, Finexco Personnel Services Ltd.
(Providence House, 2 Bartley Way, Hook,
Basingstoke, Hampshire, United Kingdom)

Director, Pioneer International Ltd.
(Fairbairn House, The Rohais, St. Peter Port,
Guernsey)

Director, Fairbairn Guaranteed Futures
(Bermuda) Ltd. (Bermuda Commercial Bank
Building, 44 Church Street, Hamilton, Bermuda)

Director, Fairbairn Futures Trading (Bermuda)
Ltd. (Bermuda Commercial Bank Building, 44
Church Street, Hamilton, Bermuda)

Director, Fairbairn US Futures Trading
(Bermuda) Ltd. (Bermuda Commercial Bank
Building, 44 Church Street, Hamilton, Bermuda)

Director, Fairbairn Reads Trust Company Ltd.
(Fairbairn House, The Rohais, St. Peter Port,
Guernsey)

Director, Pegasus Trustees Ltd. (Craigmuir
Chambers, Road Town, Tortola, British Virgin
Islands)

Director, Fairbairn Futures Trading (1992)
(Bermuda) Ltd. (Bermuda Commercial Bank
Building, 44 Church Street, Hamilton, Bermuda)

Director, Fairbairn US Futures Trading (1992)
(Bermuda) Ltd. (Bermuda Commercial Bank
Building, 44 Church Street, Hamilton, Bermuda)

Dirctor, Novos Navegadores Limited,
(Fairbairn House, The Rohais,
St. Peter Port, Guernsey)

-17-

<PAGE> 86

Director, Fairbairn Managed Futures Ltd. (Euro
Canadian Centre, Marlborough Street, Nassau,
Bahamas)

Director, Rohais Managed Futures (Holding)
(Bahamas) Ltd. (Euro Canadian Centre,
Marlborough Street, Nassau, Bahamas)

Director, Rohais Series Five Futures Trading
(Bahamas) Ltd. (Euro Canadian Centre,
Marlborough Street, Nassau, Bahamas)

Director, Old Mutual International Marketing
Services Ltd. (Providence House, 2 Bartley
Way, Hook, Basingstoke, Hampshire, United
Kingdom)

Director, Poplar Services Inc. (Euro Canadian
Centre, Marlborough Street, Nassau, Bahamas)

Director, Rohais Series Six Futures Trading
(Bahamas) Ltd. (Euro Canadian Centre,
Marlborough Street, Nassau, Bahamas)

Director, FRT Directors Limited (Fairbairn
House, The Rohais, St. Peter Port, Guernsey)

FRT Secretarial Limited (Fairbairn House, The
Rohais, St. Peter Port, Guernsey)

Spectrum Nominees Limited (Fairbairn House,
The Rohais, St. Peter Port, Guernsey)

The Collingwood Group Limited (Genesis
Building, George Town, Grand Cayman, Cayman
Islands)

Fairbairn Ireland Limited (50 Dawson
Street, Dublin, Ireland)

Director, Old Mutual International (Ireland)
Limited (50 Dawson Street, Dublin, Ireland)

-18-

<PAGE> 87

Director, Old Mutual International Fund
Managers (9-11 Lower Mount Street, Dublin,
Ireland)

Director, Old Mutual International Asset
Managers (Guernsey) Ltd. (Fairbairn House, The
Rohais, St. Peter Port, Guernsey)

Director, Old Mutual International Asset
Managers (Bahamas) Ltd. (Euro Canadian Centre,
Marlborough Street, Nassau, Bahamas)

Director, Old Mutual International Asset
Managers (Bermuda) Ltd. (Clarendon House,
2 Church Street, Hamilton, Bermuda)

Director, OMIAM Properties Limited (Fairbairn
House, The Rohais, St. Peter Port, Guernsey)

Director, OMIAM Services Limited (Fairbairn
House, The Rohais, St. Peter Port, Guernsey)

Director, Old Mutual Fund Holdings (Bermuda)
Ltd. (Clarendon House, 2 Church Street,
Hamilton, Bermuda)

Director, Fairbairn International S.A. (35 Rue
Glesener, Luxembourg)

Director, Fairbairn Marketing Services Limited
(P.O. Box 119, Commerce House, St. Peter Port,
Guernsey)

Director, Fairbairn Holdings Limited (P.O. Box
119, Commerce House, St. Peter Port, Guernsey)

-19-

<PAGE> 88

Director, Fairbairn Actuaries and Consultants
Limited (Fairbairn House, The Rohais,
St. Peter Port, Guernsey)

Item 29. Principal Underwriters.

(a) SBC Warburg Inc., Rand International Securities LLC and Fleming Martin
Inc., each a placement agent of the Registrant, do not act as
underwriter/placement agent, depositor or investment adviser for any registered
investment company (other than the Registrant).

(b) The information required by this Item 29 with respect to each director
and officer of SBC Warburg Inc. and Fleming Martin Inc. is incorporated
by reference to Schedule A of Form BD filed by SBC Warburg Inc. and Fleming
Martin Inc. pursuant to the Securities and Exchange Act of 1934 (File No.
8-36859 for SBC Warburg & Inc. and File No. 8-46232 for Fleming Martin Inc.).
The information required by this Item 29 with respect to each director and
officer of Rand International Securities LLC is incorporated by reference to
Schedule A of Form BD filed by Rand International Securities LLC pursuant to
the Securities and Exchange Act of 1934 (File No. 8-48591).

<TABLE>

(c) Compensation received by each placing agent from the Registrant during
the period from November 10, 1995 (commencement of operations) to June 30, 1996:
<CAPTION>
Net Placing Compensation
Name of Discounts and on Redemption Brokerage Other
Placing Agent Commissions and Repurchase Commissions Compensation
- ------------------- --------------- -------------- ----------- ------------
<S> <C> <C> <C> <C>
Fleming Martin Inc. U.S. $ 9,986.19 -- $24,153.89 --

Rand International
Securities LLC* -- -- -- --

SBC Warburg Inc.** U.S. $62,582.19 -- -- --

</TABLE>

* including Rand International Securities LLC's predecessor, Rand International
Securities, a division of Noyes Partners Inc.

** including S.G. Warburg & Co. Inc.

Item 30. Location of Accounts and Records.

The accounts and records of the Registrant are located, in whole or in part,
at the office of the Registrant and the following locations:

<TABLE>
<CAPTION>
Name Address
---------- -------------
<S> <C>
State Street Bank and Trust Company State Street Bank and Trust
Company
1776 Heritage Drive
Quincy, Massachusetts 02171

Old Mutual Asset Managers (Bermuda) 61 Front Street
Limited Hamilton, Bermuda

</TABLE>

Item 31. Management Services.

Not applicable.

-20-

<PAGE> 89

Item 32. Undertakings.

(a) Not applicable.

(b) Not applicable.

-21-

<PAGE> 90

SIGNATURE

Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to its Registration Statement on
Form N-1A to be signed on its behalf by the undersigned, thereunto duly
authorized, in Hamilton, Bermuda on the 24th day of September, 1996.

OLD MUTUAL EQUITY GROWTH ASSETS
SOUTH AFRICA FUND

By: William Langley
-------------------------------
William Langley
Treasurer of Old Mutual Equity
Growth Assets South Africa Fund

<PAGE> 91

SIGNATURE

Pursuant to the requirements of the Investment Company Act of 1940, Old
Mutual South Africa Equity Trust has duly caused this Amendment to the
Registration Statement on Form N-1A of Old Mutual Equity Growth Assets
South Africa Fund to be signed in Hamilton, Bermuda on the 24th day
of September, 1996.

OLD MUTUAL SOUTH AFRICA
EQUITY TRUST

By: William Langley
-------------------------------
William Langley
Treasurer of Old Mutual
South Africa Equity Trust

<PAGE> 92

EXHIBIT INDEX

1(b) Amendment to the Declaration of Trust of the Registrant

6(c) Placing Agreement among Fleming Martin Inc., Rand International
Securities LLC, SBC Warburg Inc., Old Mutual South Africa
Equity Trust, the Registrant, Old Mutual Asset Managers (Bermuda)
Limited and Old Mutual Fund Holdings (Bermuda) Limited

9(h) Letter confirming final settlement of Structuring Agreement payments
owing to International Finance Corporation
11 Auditors' consent
27 Financial Data Schedule

<PAGE> 1
Exhibit 1(b)

OLD MUTUAL
EQUITY GROWTH ASSETS SOUTH AFRICA FUND

First Amendment to the Declaration of Trust

The undersigned being a majority of the Trustees of Old Mutual Equity
Growth Assets South Africa Fund (the "TRUST"), a Massachusetts business trust,
acting pursuant to Section 11.7 of the Declaration of Trust, dated September 1,
1995 (the "DECLARATION"), of the Trust, hereby amend the Declaration as follows:

1. AMENDMENT. Section 11.7 of Article XI of the Declaration be, and it
hereby is, amended in its entirety to read as follows*:

SECTION 11.7. PRINCIPAL OFFICE AND REGISTERED AGENT. The name of
the registered agent of the Trust is John Collis, Clarendon House, 2
Church Street, Hamilton, Bermuda. The principal office of the Trust is
Clarendon House, 2 Church Street, Hamilton, Bermuda. The Trustees may,
without the approval of Shareholders, change the registered agent of the
Trust and the principal office of the Trust.

2. CONFIRMATION OF DECLARATION. The Declaration as amended hereby is
confirmed and reaffirmed in every particular.

3. PROTECTION OF TRUSTEES. This amendment to the Declaration is not made by
the Trustees of the Trust individually, but as Trustees under the Declaration,
and the obligations under this amendment to the Declaration are not binding upon
any of the Trustees or shareholders of the Trust individually, but bind only the
trust estate.

- -------------------

* Because a Trustee of the Trust, William L. Boyan (John Hancock Mutual Life
Company Limited, John Hancock Place, 200 Clarendon Street, Boston, Massachusetts
02116), is a resident of the Commonwealth of Massachusetts, the Declaration does
not name a resident agent in the Commonwealth.

<PAGE> 2

-2-

IN WITNESS WHEREOF, the undersigned have executed this amendment to the
Declaration in Hamilton, Bermuda as of the 27th day of May, 1996.

William Francois de la Harpe Beck
---------------------------------
William Francois de la Harpe Beck
as Trustee
and not individually

The Little House
3 Nahoon Avenue
Constantia 7800, South Africa

William L. Boyan
---------------------------------
William L. Boyan
as Trustee
and not individually

John Hancock Mutual Life Company
Limited
John Hancock Place
200 Clarendon Street
Boston, Massachusetts 02116
U.S.A.

Thomas Haskins Davis
---------------------------------
Thomas Haskins Davis
as Trustee
and not individually

Winchester Global Trust Company
Limited
Williams House
20 Reid Street
Hamilton, Bermuda

<PAGE> 3
-3-

Michel John Drew
---------------------------------
Michel John Drew
as Trustee
and not individually

International Services Limited
22 Church Street
Hamilton HM 11, Bermuda

William Langley
---------------------------------
William Langley
as Trustee
and not individually

Old Mutual Asset Managers
(Bermuda) Limited
61 Front Street
Hamilton, Bermuda

Michael John Levett
---------------------------------
Michael John Levett
as Trustee
and not individually

South African Mutual Life Assurance
Society
Mutualpark
Jan Smuts Drive
Pinelands, South Africa
<PAGE> 4

-4-

Kenneth Rigby Williams
---------------------------------
Kenneth Rigby Williams
as Trustee
and not individually

15 Lime Tree Walk
Virginia Water
Surrey, United Kingdom

<PAGE> 1
Exhibit 6(c)

PLACING AGREEMENT

RELATING TO SHARES OF

OLD MUTUAL EQUITY GROWTH ASSETS
SOUTH AFRICA FUND

DATED AS OF AUGUST 1, 1996

AMONG

OLD MUTUAL SOUTH AFRICA EQUITY TRUST,

OLD MUTUAL EQUITY GROWTH ASSETS
SOUTH AFRICA FUND,

OLD MUTUAL ASSET MANAGERS (BERMUDA) LIMITED,

OLD MUTUAL FUND HOLDINGS (BERMUDA) LIMITED,

AND

FLEMING MARTIN INC.,
RAND INTERNATIONAL SECURITIES LLC,
AND
SBC WARBURG INC.

<PAGE> 2

THIS PLACING AGREEMENT is made as of August 1, 1996 by and among OLD MUTUAL
SOUTH AFRICA EQUITY TRUST, a Massachusetts trust registered under the Investment
Company Act as an open-end investment company (the "MASTER TRUST"), OLD MUTUAL
EQUITY GROWTH ASSETS SOUTH AFRICA FUND, a Massachusetts business trust
registered under the Investment Company Act as an open-end investment company
(the "OMEGA FUND"), OLD MUTUAL ASSET MANAGERS (BERMUDA) LIMITED, a company
organized under the laws of Bermuda ("OMAMB"), OLD MUTUAL FUND HOLDINGS
(BERMUDA) LIMITED, a company organized under the laws of Bermuda ("FUND
HOLDINGS"), FLEMING MARTIN INC. ("FLEMING MARTIN"), RAND INTERNATIONAL
SECURITIES LLC ("RAND INTERNATIONAL"), and SBC WARBURG INC. ("WARBURG");

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, the Master Trust invests in a portfolio of South African
securities;

WHEREAS, the OMEGA Fund has invested all of its investable assets in the
Master Trust;

WHEREAS, the Old Mutual South Africa Growth Assets Fund Limited, a mutual
fund organized under the laws of Bermuda (the "SAGA FUND"), has invested all of
its investable assets in the Master Trust; and

WHEREAS, the OMEGA Fund wishes to engage Fleming Martin, Rand
International, and Warburg, and may in the future wish to engage one or more
other registered broker-dealers, as its agents for the purpose of soliciting
offers to purchase Shares, and each Placing Agent, on the terms, subject to the
conditions, and in reliance on the representations, warranties, covenants, and
agreements of the other parties hereto contained herein, wishes to accept such
engagement;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements set forth hereinbelow, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each party, the
parties hereto do hereby agree as follows:

1. DEFINITIONS. In this Agreement the following words and expressions shall
have the following meanings:

<PAGE> 3

"AFFILIATE" means, in relation to any person, any entity that controls, is
controlled by, or is under common control with such person within the meaning of
Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act.

"AGREEMENT" means this Placing Agreement.

"BUSINESS DAY" means any day on which the New York Stock Exchange is open for
trading.

"COMMISSION" means the Securities and Exchange Commission.

"EXCHANGE ACT" means the Securities Exchange Act of 1934.

"FUND AGREEMENTS" means each of the agreements listed in SCHEDULE I.

"INVESTMENT COMPANY ACT" means the Investment Company Act of 1940.

"ISSUE DOCUMENTS" means the Private Placement Memorandum and the Subscription
Form.

"MAJORITY OF OUTSTANDING VOTING SECURITIES" has the meaning assigned thereto in
the Investment Company Act.

"MASTER TRUST 12b-1 PLAN" means the placement plan adopted by the Master Trust
pursuant to Rule 12b-1 under the Investment Company Act.

"OFFERING" means the offering of the Shares on the terms and conditions of the
Private Placement Memorandum.

"OMEGA FUND 12b-1 PLAN" means the placement plan adopted by the OMEGA Fund
pursuant to Rule 12b-1 under the Investment Company Act.

"PLACING AGENTS" means Fleming Martin, Rand International, and Warburg, together
with any additional Placing Agents appointed by the OMEGA Fund as provided in
Section 3(d), PROVIDED, HOWEVER, that after the removal or resignation of a
Placing Agent as provided in Section 9 it shall, save as otherwise specified
herein, no longer be considered a "Placing Agent".

-2-
<PAGE> 4

"PRIVATE PLACEMENT MEMORANDUM" means the Confidential Private Placement
Memorandum of the OMEGA Fund for the offer and sale of the Shares.

"PRIVATE PLACEMENT PROCEDURES" means the "Placement Procedures for U.S. Private
Institutional Offering" prepared by Bingham, Dana & Gould LLP and furnished to
the Placing Agents concurrently with the execution and delivery of this
Agreement.

"REGULATION S" means Regulation S under the Securities Act.

"REGISTRATION STATEMENTS" means the registration statements filed by the OMEGA
Fund and the Master Trust under the Investment Company Act on, respectively,
November 8, 1995 and November 9, 1995.

"RULES AND REGULATIONS" means the rules and regulations of the Commission as
then in effect.

"SECURITIES ACT" means the Securities Act of 1933.

"SHARES" means shares of beneficial interest of the OMEGA Fund.

"SUBSCRIBER" means a person who agrees, on the terms and subject to the
conditions set out or referred to in a Subscription Form, to purchase Shares
pursuant to the Offering.

"SUBSCRIPTION FORM" means the subscription form for Shares prescribed by the
OMEGA Fund for purposes of the Offering.

"TRANSFER AGENT" means State Street Bank and Trust Company, in its capacity as
transfer agent for the OMEGA Fund, or such other transfer agent for the Shares
as the OMEGA Fund may from time to time appoint.

"TRUSTEES" means the trustees of the OMEGA Fund.

"US DOLLARS" and "$" means the lawful currency of the United States of America.

"WARRANTORS" means each of the Master Trust, the OMEGA Fund, and OMAMB.

-3-
<PAGE> 5

2. REPRESENTATIONS AND WARRANTIES OF WARRANTORS AND FUND HOLDINGS.

(a) Each Warrantor, severally and not jointly, represents and warrants to
and agrees with each Placing Agent, for the benefit of each Placing Agent, as
set forth in ANNEX A hereto.

(b) Fund Holdings represents and warrants to and agrees with each Placing
Agent, for the benefit of each Placing Agent, as set forth below:

(i) Fund Holdings has been duly organized and is validly existing as a
company under the laws of Bermuda with full power and authority to enter
into, and perform and observe its obligations under, this Agreement and the
Fund Agreements to which it is a party.

(ii) Each of this Agreement and the Fund Agreements to which Fund
Holdings is a party has been duly authorized, executed, and delivered by
Fund Holdings, and, assuming its due authorization, execution, and delivery
by each of the parties thereto other than Fund Holdings and each Warrantor,
constitutes the legal, valid, binding, and enforceable obligation of Fund
Holdings, subject to applicable bankruptcy, insolvency or similar laws
affecting creditors' rights generally and subject, as to enforceability, to
general principles of equity.

3. APPOINTMENT OF AGENTS.

(a) The OMEGA Fund hereby appoints each Placing Agent to act as an agent of
the OMEGA Fund for the purpose of soliciting offers to purchase Shares pursuant
to the Offering, and each Placing Agent hereby accepts such appointment, all
upon the terms and conditions of this Agreement.

(b) On the terms, subject to the conditions, and in reliance on the
representations, warranties, covenants, and agreements of the other parties
hereto set forth herein, each Placing Agent hereby undertakes, as agent for the
OMEGA Fund, to use its best efforts to solicit offers to purchase Shares on the
terms and subject to the conditions set forth in this Agreement and the Issue
Documents. No Placing Agent shall have any liability to the OMEGA Fund or any
other party hereto in the event any such purchase is not consummated for any
reason.

-4-
<PAGE> 6

(c) Nothing in this Agreement shall oblige any Placing Agent to purchase
any Shares pursuant to the Offering or otherwise or impose an absolute
obligation on any Placing Agent to procure Subscribers therefor pursuant to the
Offering or otherwise.

(d) The engagement of the Placing Agents hereunder shall be non-exclusive,
and the OMEGA Fund may from time to time, in its sole discretion but subject to
the Investment Company Act and after reasonable prior consultation with each of
the Placing Agents, appoint one or more additional Placing Agents. If during
such prior consultation, any Placing Agent shall object to the appointment of a
particular additional Placing Agent and shall terminate this Agreement as to
such Placing Agent pursuant to Section 9(e)(vi), the OMEGA Fund shall not issue
any offering document for the Shares in which both such objecting Placing Agent
and the additional Placing Agent are listed as placing agents for the Shares.
Any such additional Placing Agents shall become a party to this Agreement upon
executing and delivering to each other party hereto a counterpart hereof. The
OMEGA Fund shall promptly notify each Placing Agent of the appointment of any
additional Placing Agents.

(e) The OMEGA Fund may, at any time after consultation with the Placing
Agents, terminate or modify the terms and conditions of the Offering and,
subject to Section 6(b), revise the Private Placement Memorandum accordingly.

(f) Nothing in this Agreement shall prohibit the OMEGA Fund from offering
or selling Shares to any investor on its own behalf in accordance with
applicable laws, provided that such investor shall not have already been
approached during the preceding twelve months by a Placing Agent with respect to
an investment in the Shares. Each Placing Agent shall, promptly upon request,
provide to the OMEGA Fund a list of all investors approached by such Placing
Agent during the preceding twelve months with respect to the Shares, and the
OMEGA Fund shall be entitled for purposes of this Section to rely upon any such
list. In the event any Placing Agent fails to provide any such list within 30
days of OMEGA Fund's written request therefor, the OMEGA Fund may assume for all
purposes of this Agreement, until its receipt of such a list from such Placing
Agent, that such Placing Agent has not approached any investors with respect to
an investment in the Shares during the preceding twelve months.

4. REPRESENTATIONS AND WARRANTIES OF PLACING AGENTS. Each Placing Agent
represents and warrants to and agrees with the OMEGA Fund, the Master Trust,
OMAMB, and Fund Holdings that:

-5-
<PAGE> 7
(a) it is duly organized and existing in good standing under the laws of
its jurisdiction of organization with full power and authority to enter into,
and perform and observe the terms and conditions of, this Agreement;

(b) it has duly authorized and executed this Agreement and, assuming its
due authorization and execution by each other party hereto, this Agreement
constitutes its legal, valid, binding, and enforceable obligation, subject to
applicable bankruptcy, insolvency or similar laws affecting creditors' rights
generally and subject, as to enforceability, to general principles of equity;

(c) it is duly registered as a broker-dealer under the Exchange Act and is
in compliance with all applicable registration and reporting requirements
thereunder to the extent material to its obligations under this Agreement as
agent for the solicitation of offers to purchase Shares in the Offering;

(d) it is a member in good standing of the National Association of
Securities Dealers, Inc. and is in compliance with the Rules of Fair Practice
thereof to the extent material to its obligations under this Agreement as agent
for the solicitation of offers to purchase Shares in the Offering;

(e) it has not taken and will not take any action or actions that, without
more, would cause the Offering to be subject to registration under the
Securities Act;

(f) it has not offered and will not offer the Shares in contravention of
any applicable state securities laws;

(g) it has not offered and will not offer the Shares in contravention of
the restrictions set forth in the Private Placement Memorandum; and

(h) it has not taken and will not take any action or actions in connection
with the offering of the Shares that contravene, in any material respect, the
Private Placement Procedures.

5. FEES AND EXPENSES.

(a) Each Placing Agent shall be entitled to receive selling compensation in
respect of each Share for which (x) a Subscriber shall have been procured by
such Placing Agent, (y) a properly completed Subscription Form shall have been
received by the Transfer Agent, and (z)

-6-
<PAGE> 8
full payment of the price specified in the Private Placement Memorandum shall
have been received by the Transfer Agent in federal funds ("ELIGIBLE SHARES") as
follows:

(i) The Placing Agent shall be entitled to receive a sales charge of
up to 0.35% (as agreed between the relevant investor and Placing Agent and
specified in the relevant Subscription Form) of the net asset value of the
Eligible Shares (as determined for purposes of the price paid by the
Subscriber) as set forth in the Private Placement Memorandum, which shall
be paid by the Subscriber as part of the price for the Eligible Shares. The
OMEGA Fund shall procure that the Transfer Agent remit such sales charge to
the appropriate Placing Agent as soon as practicable after receipt by the
Transfer Agent of the items specified in clauses (y) and (z) above. It is
understood and agreed that the Transfer Agent, in determining amounts due
to the Placing Agents under this clause (i), may round such amounts down
(but not up) to the extent it is impracticable for the Transfer Agent to
determine such amounts precisely. Any difference between the amounts
received by a Placing Agent under this clause (i) and the amounts such
Placing Agent is entitled to receive under this clause (i) shall be payable
by OMAMB to such Placing Agent upon demand.

(ii) Fund Holdings shall, as soon as practicable after notice by the
Transfer Agent of its receipt of the items specified in clauses (y) and (z)
above, pay to the relevant Placing Agent an additional sales charge equal
to 0.25% of the net asset value of the Eligible Shares (as determined for
purposes of the price paid by the Subscriber). The OMEGA Fund shall
instruct the Transfer Agent to notify Fund Holdings promptly of the
Transfer Agent's receipt of the items specified in clauses (y) and (z)
above with respect to any Eligible Shares. If, prior to the time such an
additional sales charge becomes payable with respect to any investor's
subscription for Eligible Shares, Fund Holdings shall give the Placing
Agent entitled thereto a notice stating that, in the reasonable opinion of
Fund Holdings, the investor was persuaded to subscribe for the Eligible
Shares primarily by the efforts of the OMEGA Fund and not by the efforts of
such Placing Agent, then such Placing Agent shall negotiate in good faith
with Fund Holdings with a view to agreeing upon an appropriate reduction in
the additional sales charge (which may be reduced to zero) applicable to
the investor's subscription for Eligible Shares. No additional sales charge
shall be payable with respect to such subscription during such
negotiations.

-7-
<PAGE> 9
In the event of any dispute between the Placing Agents or any of them as to the
allocation of any sales charge to a particular Placing Agent, such dispute shall
be decided by OMAMB, which determination shall be conclusive.

(b) OMAMB shall, upon demand, pay to or reimburse each Placing Agent for
(i) its reasonable legal costs and disbursements incurred in connection with the
preparation and negotiation of this Agreement, (ii) such marketing or other
costs as may be incurred by a Placing Agent in connection with the Offering not
exceeding $5,000 in any calendar quarter, and (iii) such marketing or other
costs not specified in clause (i) or (ii) above as may be incurred by a Placing
Agent in connection with the Offering and which OMAMB may specifically agree in
writing to pay or reimburse. Each Placing Agent shall, no later than 30 days
after the end of any calendar quarter in which it has incurred any expense
payable or reimbursable under this Section 5(b), provide OMAMB and the OMEGA
Fund with a statement itemizing such expenses. The OMEGA Fund shall reimburse
OMAMB for any payment made to a Placing Agent under this Section 5(b) in
accordance with, and subject to the limitations of, the OMEGA Fund 12b-1 Plan.

(c) All sums payable to any Placing Agent under this Section 5 or otherwise
under this Agreement shall be paid free and clear of all deductions or
withholdings unless the deduction or withholding is required by law, in which
event the party required to make such payment shall pay to such Placing Agent
such additional amount as shall be required to ensure that the net amount
retained by such Placing Agent is equal to the full amount that would have been
received had no such deduction or withholding been made, and the same shall
apply with respect to all sums paid to the order of any Placing Agent under this
Agreement.

(d) OMAMB shall provide or cause to be provided to the board of trustees of
the OMEGA Fund such written reports regarding the amount and purpose of any
expenditures made pursuant to the OMEGA Fund 12b-1 Plan as may be required by
Rule 12b-1(b)(3)(ii) under the Investment Company Act.

6. UNDERTAKINGS.

(a) The OMEGA Fund shall

(i) if, any event occurs as a result of which the Private Placement
Memorandum would include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein,
in the light of the circumstances

-8-
<PAGE> 10
under which they were made, not misleading, or if it should be necessary to
amend or supplement the Private Placement Memorandum to comply with
applicable law, prepare an amended Private Placement Memorandum or
supplement to the Private Placement Memorandum which will correct such
statement or omission or will effect such compliance; and

(ii) furnish without charge to each Placing Agent as many copies as
such Placing Agent may from time to time reasonably request of any such
amended Private Placement Memorandum or supplement thereto.

(b) If the Private Placement Memorandum is to be amended or supplemented,
then:

(i) the OMEGA Fund shall as soon as practicable give written notice to
each Placing Agent stating that the OMEGA Fund is preparing an amended
Private Placement Memorandum or a supplement thereto,

(ii) from and after receipt by any Placing Agent of any such notice
under clause (i), such Placing Agent will distribute the Private Placement
Memorandum only as so amended or supplemented,

(iii) the OMEGA Fund shall forward to each Placing Agent for comment a
draft of such amendment or supplement in substantially final form,

(iv) the OMEGA Fund shall not issue any such amendment or supplement
containing the name of a Placing Agent without the approval of such Placing
Agent, which shall not be unreasonably withheld or delayed, provided any
Placing Agent shall be deemed to have approved any such amendment or
supplement if it fails, within ten Business Days from its receipt thereof,
to notify the OMEGA Fund in writing of its objection, and

(v) as soon as practicable after receipt of a sufficient number of
copies of such amended Private Placement Memorandum or supplement thereto,
such Placing Agent will furnish copies thereof to each investor to which it
previously furnished a copy of the Private Placement Memorandum.

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<PAGE> 11
(i) notify each Placing Agent of any amendment to its Registration
Statement promptly after filing the same, it being understood that nothing
contained in this Agreement shall in any way limit the right of the OMEGA
Fund or the Master Trust to file any such amendment to its Registration
Statement it may deem advisable,

(ii) promptly advise each Placing Agent of (A) any request of the
Commission for any amendment of its Registration Statement or for any
additional information relating to or that could affect disclosure in such
Registration Statement and (B) the issuance by the Commission of any order
suspending its registration under the Investment Company Act, or the
institution or (to the best of its knowledge) threatening of any proceeding
for that purpose,

(iii) use its best efforts to prevent the issuance by the Commission
of any such order or suspension and, if issued, to obtain as soon as
possible the withdrawal or suspension thereof, and

(iv) as soon as practicable (giving effect to the normal periodic
reporting requirements under the Investment Company Act and the Rules and
Regulations thereunder), make generally available to each Placing Agent a
report containing the financial statements required under Section 30(d) of
the Investment Company Act and Rule 30d-1 thereunder.

(d) The OMEGA Fund agrees with each Placing Agent that it shall procure the
delivery to such Placing Agent, as soon as reasonably practicable following the
making of a request in writing therefor to the OMEGA Fund, of all such further
information and documents as such Placing Agent may reasonably require in
connection with the fulfillment by such Placing Agent of its obligations under
this Agreement to the extent the same may be obtained without unreasonable
expense or effort.

(e) Each Warrantor agrees, severally and not jointly, with each Placing
Agent that it shall notify such Placing Agent promptly after becoming aware that
any of its representations and warranties set forth in ANNEX A hereto is untrue
or inaccurate in any material respect or would, if repeated by reference to the
facts and circumstances existing at any time while this Agreement is in effect
as to such Placing Agent, be untrue or inaccurate in any material respect.

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<PAGE> 12
7. SUBSCRIPTION, SETTLEMENT, AND ALLOTMENT.

(a) Each Placing Agent shall use its reasonable efforts to procure that
duly completed and signed Subscription Forms signed by one of its Subscribers
(i) that are received by it before 4:00 p.m. on any day on which it is open for
business are forwarded to the Transfer Agent as soon as practicable on such day
and (ii) that are received by it at any other time are forwarded to the Transfer
Agent as soon as practicable on the next day on which it is open for business.
In doing so, the Placing Agent shall be acting as agent of the Subscriber and
not of the OMEGA Fund. The OMEGA Fund shall have no liability in respect of any
failure by a Placing Agent to carry out its obligations under this Section 7(a).

(b) Each Placing Agent shall, when sending a signed Subscription Form to
the Transfer Agent, send a copy thereof to OMAMB.

(c) The OMEGA Fund shall have discretion to reject any proposed
subscription if, in its sole discretion, it determines that the acceptance of
such subscription would not be in the best interests of the OMEGA Fund.

(d) The OMEGA Fund shall instruct the Transfer Agent to promptly notify
each Placing Agent of the subscription price paid in respect of each Share for
which a Subscriber shall have been procured by such Placing Agent and of the
sales charge payable to such Placing Agent in respect thereof. The OMEGA Fund
shall, as soon as practicable after receipt by the Transfer Agent of the items
referred to in clauses (y) and (z) of Section 5(a), issue to the relevant
Subscriber the number of Shares such Subscriber has purchased pursuant to the
Offering in such proportions and such names as are specified by such Subscriber
in its Subscription Form.

8. INDEMNIFICATION AND CONTRIBUTION.

(a) Each of the Warrantors, severally and not jointly, agrees to indemnify
and hold harmless each Placing Agent, the directors, officers, employees, and
agents of each Placing Agent, and each person who controls each Placing Agent
within the meaning of either the Securities Act or the Exchange Act against any
and all losses, claims, damages, or liabilities, joint or several, to which they
or any of them may become subject under the Securities Act, the Exchange Act,
the Investment Company Act, or other federal or state statutory law or
regulation, at common law or otherwise, insofar as such losses, claims, damages,
or liabilities (or actions in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of a material fact
contained in the Private Placement Memorandum or in any amendment

-11-
<PAGE> 13
thereof or supplement thereto, (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or (iii) any breach or alleged breach of any of the
representations, warranties, or undertakings by it (in the case of the Master
Trust or the OMEGA Fund) or by any Warrantor (in the case of OMAMB), and agrees
to reimburse each such indemnified party, as incurred, for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; PROVIDED, HOWEVER,
that no Warrantor shall be liable in any such case to the extent that any such
loss, claim, damage, or liability (or action in respect thereof) arises out of
or is based upon either (i) an untrue statement or alleged untrue statement or
omission or alleged omission made in the Private Placement Memorandum or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the OMEGA Fund by the Placing Agents expressly for use
therein, or (ii) any breach by any Placing Agent of the terms and conditions of
this Agreement. The parties agree that ANNEX B sets forth all of the written
information so furnished by the Placing Agents at the date of this Agreement.
This indemnity agreement will be in addition to any liability which the
Warrantors may otherwise have.

(b) Promptly after receipt by an indemnified party under this Section 8 of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8, notify the indemnifying party in writing of the commencement thereof;
but the failure so to notify the indemnifying party (i) will not relieve it from
liability under subsection (a) above unless and to the extent it did not
otherwise learn of such action and such failure materially prejudices the
defense of the action and (ii) will not, in any event, relieve the indemnifying
party from any obligations to any indemnified party other than the
indemnification obligation provided in subsection (a) above. The indemnifying
party shall be entitled to appoint counsel of the indemnifying party's choice at
the indemnifying party's expense to represent the indemnified party in any
action for which indemnification is sought (in which case the indemnifying party
shall not thereafter be responsible for the fees and expenses of any separate
counsel retained by the indemnified party or parties except as set forth below)
and to control the defense of such action; PROVIDED, HOWEVER, that such counsel
shall be reasonably satisfactory to the indemnified party. Notwithstanding the
indemnifying party's election to appoint counsel to represent the indemnified
party in an action, the indemnified party shall have the right to employ
separate counsel (including local counsel), and the indemnifying party shall
bear the reasonable fees, costs, and expenses

-12-
<PAGE> 14
of such separate counsel if (i) the use of counsel chosen by the indemnifying
party to represent the indemnified party would present such counsel with a
conflict of interest and the indemnifying party fails to appoint alternative
counsel within a reasonable period after notice of such conflict, (ii) the
actual or potential defendants in, or targets of, any such action include both
the indemnified party and the indemnifying party and the indemnified party shall
have been advised in writing by outside counsel that there are legal defenses
available to it and/or other indemnified parties which are inconsistent with
those available to the indemnifying party, (iii) the indemnifying party shall
not have employed counsel reasonably satisfactory to the indemnified party to
represent the indemnified party within a reasonable time after both notice of
the institution of such action and notice that any counsel employed is not
reasonably satisfactory (which notice shall set forth in detail the reasons for
such determination), or (iv) the indemnifying party shall authorize the
indemnified party to employ separate counsel at the expense of the indemnifying
party. An indemnifying party that has elected to appoint counsel to represent an
indemnified party shall, upon request, keep such indemnified party fully
informed in writing of the progress of the relevant claim and will not settle or
compromise or consent to the entry of any judgment with respect to any pending
or threatened claim, action, suit, or proceeding in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified Party is an actual or potential party to such claim or action)
without the prior consent of the indemnified parties subject thereto unless such
settlement, compromise, or consent includes an unconditional release of each
indemnified party subject thereto from all liability arising out of such claim,
action, suit, or proceeding other than amounts paid or reasonably provided for
by the indemnifying party. No indemnifying party shall be liable under this
Section 8 for any settlement or compromise entered into without its consent.

(c) In the event that the indemnity provided in subsection (a) above is
unavailable to or insufficient to hold harmless an indemnified party for any
reason, each Warrantor agrees, severally and not jointly, to contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating or defending same)
(collectively "LOSSES") to which any Placing Agent may be subject in such
proportion as is appropriate to reflect the relative benefits received by it (in
the case of the Master Trust or the OMEGA Fund) or by the Warrantors generally
(in the case of OMAMB), on the one hand, and by such Placing Agent, on the other
hand, from the Offering. If the allocation provided by the immediately preceding
sentence is unavailable for any reason, each Warrantor shall

-13-
<PAGE> 15
contribute in such proportion as is appropriate to reflect not only such
relative benefits but also its relative fault (in the case of the Master Trust
or the OMEGA Fund) or that of the Warrantors generally (in the case of OMAMB),
on the one hand, and of the relevant Placing Agent, on the other hand, in
connection with the statements or omissions which resulted in such Losses as
well as any other relevant equitable considerations. Benefits received by the
Warrantors shall be deemed to be equal to the total net proceeds from the
Offering (before deducting expenses), and benefits received by any Placing Agent
shall be deemed to be equal to the amount received by it in connection with the
Offering in accordance with Section 5. Relative fault shall be determined by
reference to whether any alleged untrue statement or omission relates to
information provided by the Warrantors or by the relevant Placing Agent. The
Warrantors and the Placing Agents agree that it would not be just and equitable
if contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above. Notwithstanding the provisions of this Section 8(c), no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 8,
each person who controls any Placing Agent within the meaning of either the
Securities Act or the Exchange Act and each director, officer, employee and
agent of any Placing Agent shall have the same rights to contribution as such
Placing Agent.

(d) If a claim is made under this Agreement against a Warrantor other than
the OMEGA Fund or the Master Trust, such Warrantor shall not have, or pursue,
any claim or third party action to join, claim against, seek a contribution
from, or otherwise claim or seek damages or compensation from the OMEGA Fund or
the Master Trust.

9. TERMINATION.

(a) The obligations of the OMEGA Fund and the Master Trust, respectively,
under this Agreement shall continue in effect for a period beyond one year from
the date hereof only so long as such continuance is specifically approved at
least annually in the manner described in Rule 12b-1(b)(2) under the Investment
Company Act, and if not so approved shall be deemed terminated.

(b) The obligations of the OMEGA Fund and the Master Trust, respectively,
under this Agreement may be terminated at any time, without the payment of any
penalty, by (i) a majority of the members of

-14-
<PAGE> 16
the board of trustees of the OMEGA Fund or the Master Trust (as the case may be)
who are not interested persons of the OMEGA Fund or the Master Trust (as the
case may be) and have no direct or indirect financial interest in the operation
of the OMEGA Fund 12b-1 Plan or the Master Trust 12b-1 Plan (as the case may be)
or in any agreements related to such plan or (ii) the vote of a Majority of the
Outstanding Voting Securities of the OMEGA Fund or the Master Trust (as the case
may be) on 60 days' notice given to each other party hereto in accordance with
Section 10 hereof and if the Master Trust and OMEGA Fund should terminate their
obligations pursuant to this Section 9(b) then this Agreement shall
automatically terminate.

(c) This Agreement will automatically terminate as to any Placing Agent in
the event of its assignment (as defined in the Investment Company Act) by such
Placing Agent.

(d) The OMEGA Fund may, in its sole discretion with or without cause,
terminate this Agreement as to any one or more Placing Agents, without penalty,
at any time upon not less than 30 days prior notice to each other party to this
Agreement, PROVIDED, HOWEVER, the OMEGA Fund may terminate this Agreement as to
any Placing Agent immediately upon notice to each other party if the OMEGA Fund
determines, and specifies in the notice, that such Placing Agent is in material
breach of this Agreement.

(e) Any Placing Agent may, in its sole discretion with or without cause,
terminate this Agreement as to such Placing Agent at any time upon not less than
30 days prior notice to each other party, PROVIDED, HOWEVER, any Placing Agent
may terminate this Agreement as to such Placing Agent immediately upon notice to
each other party if any of the following events has occurred, such event (in the
case of an event referred to in clause (i), clause (ii), clause (iii), or clause
(iv) below) is, of itself or taken together with any other such event, material
in the context of the Offering, and the Placing Agent describes such event in
reasonable detail in a notice of termination to the OMEGA Fund:

(i) any statement contained in the Private Placement Memorandum is or
has become untrue, inaccurate, or misleading;

(ii) any matter has arisen which would, if the Private Placement
Memorandum were issued at that time, constitute an omission therefrom of a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading;

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<PAGE> 17
(iii) any of the representations and warranties set forth in ANNEX A
hereto was untrue or inaccurate as at the date hereof or would, if repeated
by reference to the facts and circumstances existing at any time during the
term hereof, be untrue or inaccurate;

(iv) any Warrantor or Fund Holdings has not complied or cannot comply
with its obligations under this Agreement;

(v) the Commission has issued an order suspending or revoking the
registration of the OMEGA Fund or the Master Trust under Section 8(e) of
the Investment Company Act or has initiated or threatened in writing
proceedings for such an order; or

(vi) the OMEGA Fund has appointed an additional Placing Agent under
Section 3(d) to which the terminating Placing Agent objected in writing
either before, or within ten days following, its receipt of notice of the
appointment.

(f) In the event that this Agreement shall be terminated pursuant to this
Section 9 generally as to all parties all the outstanding obligations of each
Placing Agent hereunder (and accordingly all obligations of Subscribers as to
which a duly completed and signed Subscription Form has not been received by the
Transfer Agent prior to such termination) and any outstanding obligations of any
Warrantor and Fund Holdings shall terminate, and none of the parties hereto
shall have any claim against any other in respect of any matter or thing arising
out of or in connection with this Agreement for compensation, costs, damages or
otherwise, except as provided in Section 11 of this Agreement and except that:

(i) OMAMB shall be liable for such costs and expenses as are referred
to in Section 5(b) hereof;

(ii) such termination shall not prejudice any accrued rights or claims
by any party against any other party hereto (including any rights in
respect of a Subscription Form received by the Transfer Agent prior to the
termination, which shall remain effective notwithstanding any such
termination, and any right to make a claim for damages as a result of any
breach of this Agreement that resulted in the termination of this
Agreement); and

(iii) if so requested in writing by the Placing Agents, the OMEGA Fund
shall circulate such notice or other communication as may be reasonably
required by the Placing Agents.

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<PAGE> 18
(g) In the event that this Agreement shall be terminated pursuant to this
Section 9 as to any particular Placing Agent (and not as to all Placing Agents
generally) all the outstanding obligations of such Placing Agent hereunder (and
accordingly all obligations of Subscribers procured by such Placing Agent as to
which a duly completed and signed Subscription Form has not been received by the
Transfer Agent prior to such termination) and any outstanding obligations of any
Warrantor and Fund Holdings to or for the benefit of such Placing Agent shall
terminate and neither such Placing Agent, on the one hand, nor any of the
Warrantors or Fund Holdings, on the other hand, shall have any claim against the
other in respect of any matter or thing arising out of or in connection with
this Agreement for compensation, costs, damages or otherwise, except as provided
in Section 11 of this Agreement and except that:

(i) OMAMB shall be liable for such costs and expenses owing to such
Placing Agent as are referred to in Section 5(b);

(ii) such termination shall not prejudice any accrued rights or claims
by any party against any other party hereto (including any rights in
respect of a Subscription Form received by the Transfer Agent from a
Subscriber procured by such Placing Agent prior to the termination, which
shall remain effective notwithstanding any such termination, and any right
to make a claim for damages as a result of any breach of this Agreement
that resulted in the termination of this Agreement as to such Placing
Agent); and

(iii) if so requested in writing by such Placing Agent, the OMEGA Fund
shall circulate a notice or other communication to the effect that such
Placing Agent is no longer acting as a placing agent of the OMEGA Fund.

10. NOTICES.

All statements, requests, notices and agreements hereunder shall be in
writing with copies to each party hereto, and shall be delivered or sent by mail
or facsimile transmission, as follows:

if to Fleming Martin, to 320 Park Avenue, New York, New York 10022, fax no.
212 508 3833, to the attention of Alric Wiggill;

if to Rand International, to 780 Third Avenue - 31st Floor, New York, New
York 10017, fax no. 212 980 2224, to the attention of Kevin Jacobs;

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<PAGE> 19
if to Warburg, to 277 Park Avenue, New York, New York, 10172, fax no. 212
224 7521, to the attention of Bruce Watts; and

if to the Master Trust, the OMEGA Fund, OMAMB or Fund Holdings, to 61 Front
Street, Hamilton, Bermuda, fax no. 441-296-1200, to the attention of
William Langley.

Any such statements, requests, notices or agreements shall take effect upon
receipt thereof.

11. SURVIVAL OF CERTAIN PROVISIONS.

The respective agreements, representations, warranties, indemnities, and
other statements of the Warrantors and each Placing Agent set forth in or made
pursuant to this Agreement will, to the extent permitted by applicable law,
remain in full force and effect regardless of any investigation made by or on
behalf of any Warrantor or such Placing Agent or any of the officers, directors,
or controlling persons referred to in Section 8 hereof and will survive the
offer of the Shares. The provisions of Sections 4, 5, 8, and 9 hereof shall, to
the extent permitted by law, survive any termination or cancellation of this
Agreement either generally or as to any one or more Placing Agents.

12. GOVERNING LAW AND JURISDICTION.

(a) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to any choice of law rules that
would require the application of the laws of any other jurisdiction.

(b) Each party hereto irrevocably (i) agrees that any legal suit, action,
or proceeding arising out of or based upon this Agreement or the transactions
contemplated herein may be instituted in the federal courts of the United States
or in the courts of England, (ii) waives, to the fullest extent it may
effectively do so, any objection that it may now or hereafter have to the laying
of venue of any such proceeding, and (iii) submits to the non-exclusive
jurisdiction of such courts in any such suit, action, or proceeding.

(c) Each of the Warrantors agrees to maintain an authorized agent in the
United States and in London, upon whom process may be served in any such suit,
action, or proceeding and to take any and all action, including the filing of
any and all documents and instruments, necessary to keep such appointments in
full force and effect. Each of the Warrantors (i) has appointed Norose Notices
Limited, Kempson House,

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<PAGE> 20
Camomile Street, London EC3 7AN as its authorized agent for service of any writ,
decree, or other document in the United Kingdom (the "AUTHORIZED ENGLISH AGENT")
and represents and warrants that the Authorized English Agent has agreed to act
as such, and (ii) has appointed Bingham, Dana & Gould LLP, 150 Federal Street,
Boston, Massachusetts 02110, as its authorized agent for service of any writ,
decree, or other document in the United States (the "AUTHORIZED U.S. AGENT") and
represents and warrants that the Authorized U.S. Agent has agreed to act as
such. Service of process upon the Authorized English Agent or the Authorized
U.S. Agent (or any successor authorized agent) and written notice of such
service to any Warrantor shall be deemed, in every respect, effective service of
process upon such Warrantor.

13. PROTECTION OF TRUSTEES.

This Agreement is executed and made by the trustees of the OMEGA Fund not
individually, but as trustees under the Declaration of Trust of the OMEGA Fund
dated as of September 1, 1995, and the obligations of this Agreement are not
binding upon any of such trustees or the shareholders of the OMEGA Fund
individually, but bind only the trust estate of the OMEGA Fund.

This Agreement is executed and made by the trustees of the Master Trust not
individually, but as trustees under the Declaration of Trust of the Master Trust
dated as of September 1, 1995, and the obligations of this Agreement are not
binding upon any of such trustees individually.

14. COUNTERPARTS.

This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original, but all such counterparts will together
constitute one and the same instrument.

15. RULES OF INTERPRETATION.

The following rules shall apply in the construction and interpretation of
this Agreement:

(a) The singular includes the plural, and the plural includes the singular.

(b) A reference to any gender includes each other gender.

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<PAGE> 21
(d) A reference to any contract, agreement, placement memorandum,
registration statement, or other document, shall include any written amendment,
supplement, or modification thereto and any replacement thereof.

(e) A reference to any statute, law, rule, or regulation shall include any
amendment or modification thereto and any replacement thereof.

(f) The words "include," "includes," and "including" are not limiting.

(h) The words "hereof," "herein," and "hereunder" and words of similar
import shall refer to this Agreement as a whole and not to any particular part
of this Agreement.

(i) The Section headings in this Agreement have been inserted for
convenience of reference only and shall not affect the meaning or interpretation
of this Agreement.

16. SEVERABILITY.

The provisions of this Agreement are severable, and the invalidity or
unenforceability of any one provision hereof shall not render the remaining
provisions hereof invalid or unenforceable, except as otherwise required by
applicable law. In the event any provision hereof is determined by a court of
competent jurisdiction to be invalid or unenforceable, such court is authorized
to reform this Agreement by replacing such invalid or unenforceable provision
with a valid and enforceable provision that, to the fullest extent possible,
effects the purposes of the invalid and unenforceable provision.

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<PAGE> 22
IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed
instrument as of the date and year first set forth above.

OLD MUTUAL SOUTH AFRICA EQUITY TRUST

By: William Langley
----------------------------
William Langley
Treasurer and Trustee

OLD MUTUAL EQUITY GROWTH ASSETS
SOUTH AFRICA FUND

By: William Langley
----------------------------
William Langley
Treasurer and Trustee

OLD MUTUAL ASSET MANAGERS
(BERMUDA) LIMITED

By: William Langley
----------------------------
William Langley
President

OLD MUTUAL FUND HOLDINGS
(BERMUDA) LIMITED

By: William Langley
----------------------------
William Langley
Director

FLEMING MARTIN INC.

By: Alric Wiggill
----------------------------
Alric Wiggill
Duly Authorized Signatory

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<PAGE> 23
RAND INTERNATIONAL SECURITIES LLC

By: Kevin Jacobs
----------------------------
Kevin Jacobs
Duly Authorized Signatory

SBC WARBURG INC.

By: Bruce Watts
----------------------------
Bruce Watts
Duly Authorized Signatory

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<PAGE> 24

SCHEDULE I

The following constitute the "Fund Agreements" as defined in this Agreement:

1. the Investment Advisory Agreement between the Master Trust and OMAMB;

2. the Subscription and Portfolio Transfer Agreement among the South African
Mutual Life Assurance Society, Fund Holdings, the Master Trust, the OMEGA
Fund, the SAGA Fund, and Old Mutual Global Assets Fund Limited;

3. the Administrative Services Agreement between State Street Bank and Trust
Company and the OMEGA Fund;

4. the Administrative Services Agreement between State Street Cayman Trust
Company and the Master Trust; and

5. Custodian Agreements between State Street Bank and Trust Company and each
of the OMEGA Fund and the Master Trust, respectively.

<PAGE> 25

ANNEX A

WARRANTIES

OMAMB represents and warrants to and agrees with, and each of the OMEGA Fund and
the Master Trust represents and warrants to and agrees with (but only for or as
to itself, as the case may be), each Placing Agent as follows:

1. The notifications of registration on Form N-8A filed by each of the OMEGA
Fund and the Master Trust, at the time of such filing and on the date
hereof, complied and comply in all material respects with the applicable
requirements of the Investment Company Act and the Rules and Regulations
thereunder.

2. Each Registration Statement, at the time of its filing and on the date
hereof, conformed and conforms in all material respects with the applicable
requirements of the Investment Company Act and the Rules and Regulations
thereunder, and did not and does not include any untrue statement of a
material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading; PROVIDED, HOWEVER, that (a) no representation or
warranty is given with respect to any statement contained in any such
Registration Statement made in reliance upon and in conformity with written
information furnished to the OMEGA Fund or the Master Trust by any Placing
Agent expressly for use therein and (b) the OMEGA Fund and the Master Trust
may shortly file amendments to their respective Registration Statements
reflecting the terms of this Agreement and a placing agreement in respect
of shares of the SAGA Fund and including the Private Placement Memorandum.

3. No person is serving or acting as an officer or director of or investment
adviser to the OMEGA Fund or the Master Trust except in accordance with the
Investment Company Act and the Investment Advisers Act of 1940, as amended,
and the Rules and Regulations under each such Act.

4. The Private Placement Memorandum does not, and at all times while this
Agreement is in effect as to any Placing Agent will not, include any untrue
statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in

<PAGE> 26
the light of the circumstances under which they were made, not misleading.

5. The OMEGA Fund has been duly created and is lawfully and validly existing
as a business trust, and the Master Trust has been duly created and is
lawfully and validly existing as a trust, under the laws of The
Commonwealth of Massachusetts, in each case with full power and authority
to enter into this Agreement and consummate the transactions contemplated
herein, and to own its properties and conduct its business as described in
its Registration Statement and in the Private Placement Memorandum; each of
the OMEGA Fund and the Master Trust is duly qualified to transact business
in each other state and every other jurisdiction in which it is required to
be so qualified; and the Declaration of Trust and By-Laws of each of the
OMEGA Fund and the Master Trust comply in all material respects with all
applicable requirements of the Investment Company Act and the Rules and
Regulations thereunder.

6. The issuance of Shares as contemplated by this Agreement and by the Private
Placement Memorandum has been duly and validly authorized by the OMEGA Fund
and the Shares, when issued and paid for as contemplated herein and
therein, will be validly issued and fully paid and nonassessable and will
conform in all material respects to the description thereof contained in
the Private Placement Memorandum.

7. Each of this Agreement and the Fund Agreements to which it is a party has
been duly authorized, executed, and delivered by each of the Warrantors and
Fund Holdings, complies in all material respects with all applicable
provisions of the Investment Company Act and the Rules and Regulations
thereunder, and, assuming its due authorization, execution, and delivery by
each of the parties thereto other than such Warrantor and Fund Holdings,
constitutes the legal, valid, binding, and enforceable obligation of such
Warrantor and Fund Holdings, subject to applicable bankruptcy, insolvency
or similar laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity.

8. No consents, approvals, authorizations or orders are required to be
obtained under the Investment Company Act or the Rules and Regulations
thereunder in order to permit the solicitation by the Placing Agents of
offers to purchase Shares pursuant to the Offering as contemplated by this
Agreement and the Private Placement Memorandum; and the solicitation by the
Placing Agents

-2-
<PAGE> 27

of offers to purchase Shares pursuant to Offering as contemplated by this
Agreement will not result in a violation of the Investment Company Act or
the Rules and Regulations thereunder.

9. No consent, approval, authorization, order, registration, or qualification
of or with any court or governmental agency or body (including any consent,
approval, authorization, order, registration, or qualification under the
Investment Company Act and the Rules and Regulations thereunder) is
required for the consummation by each Warrantor and Fund Holdings of the
transactions contemplated in this Agreement or the Fund Agreements to which
it is a party, except such as have already been obtained and are in full
force and effect or such as may be required under state securities laws.

10. The execution and delivery by each Warrantor and Fund Holdings of this
Agreement and the Fund Agreements to which it is a party, and the
compliance with and consummation of the transactions contemplated in this
Agreement and the Fund Agreements to which it is a party by such Warrantor
and Fund Holdings, will not conflict with, result in a breach of, or
constitute a default under, the constitutive documents of such Warrantor or
Fund Holdings or the terms of any other agreement or instrument to which
such Warrantor or Fund Holdings is a party or by which it is bound, or any
order or regulation applicable to such Warrantor or Fund Holdings of any
court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over such Warrantor or Fund Holdings or any
of their properties.

11. The execution and delivery by each Warrantor and Fund Holdings of this
Agreement and the Fund Agreements to which it is a party, and the
compliance with and consummation of the transactions contemplated in this
Agreement and the Fund Agreements to which it is a party by such Warrantor
and Fund Holdings, will not result in a violation of the Investment Company
Act and Rules and Regulations thereunder or any applicable law, rule, or
regulation of Bermuda or the Republic of South Africa.

12. Since the date of the Private Placement Memorandum, there has not been any
material adverse change, or any development involving a prospective
material adverse change, in the condition (financial or other) of the OMEGA
Fund or the Master Trust (except that no representation is made with
respect to fluctuations in the value of the Portfolio as a result of
changes in the prices of the underlying securities).

-3-
<PAGE> 28
13. The OMEGA Fund will elect or has elected to be treated as a regulated
investment company as defined in Section 851(a) of the U.S. Internal
Revenue Code of 1986 for its first taxable year and will operate so as to
qualify as such in such first taxable year.

14. No provision of the Declaration of Trust or By-Laws of the Master Trust or
of the Investment Company Act or the Rules and Regulations thereunder and
no other reason disqualifies the Master Trust from being deemed resident in
a jurisdiction other than the United States for U.S. income tax purposes.

15. None of the Warrantors nor Fund Holdings has taken or will take any action
or actions that, without more, would cause the offering of the Shares to be
subject to registration under the Securities Act.

In addition to the foregoing, OMAMB represents, warrants, and agrees as follows:

16. Neither the SAGA Fund nor any person acting on its behalf has offered or
sold or will offer or sell shares in the SAGA Fund in the United States or
to or for the account of a U.S. Person, as such term is defined in
Regulation S (except that no representation is made as to the actions of
the Placing Agents or any of their respective Affiliates).

17. Neither the SAGA Fund nor any person acting on its behalf has engaged or
will engage in directed selling efforts (as defined in Regulation S) with
respect to the shares of the SAGA Fund (except that no representation is
made as to the actions of the Placing Agents or any of their respective
Affiliates).

-4-

<PAGE> 29

ANNEX B

INFORMATION SUPPLIED BY PLACING AGENTS

None

-5-

<PAGE> 1
EXHIBIT 9(h)

OLD
MUTUAL Old Mutual Asset Managers (Bermuda) Limited

- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C>
A wholly owned subsidiary of the 61 Front Street P.O. Box HM 3085 Tel. +1-441-296-1201
South African Mutual Life Assurance Society Hamilton Hamilton HM NX Fax. +1-441-296-1200
Established 1845 Bermuda Bermuda
</TABLE>

August 15, 1996

Ms. Mariam Toulan
International Securities Group
International Finance Corporation
1818 H. Street, N.W.
Washington, DC 20433
USA

Re: STRUCTURING ENGAGEMENT AGREEMENT DATED OCTOBER 23, 1995
("THE AGREEMENT")

Dear Mariam:

I appreciate the time that you spent in the past few months talking with me
about the Agreement and your willingness to follow up with me after Jay's
departure from the IFC.

As discussed, under the Agreement the IFC was to provide consultation and
advisory services to the Old Mutual South Africa Equity Trust, the OMEGA South
Africa Fund, and the Old Mutual SAGA Fund. In return, the Trust agreed to pay a
$250,000 fee to the IFC. However as we have agreed, because the expected level
of service was not provided it would be neither fair nor reasonable for the
Trust to pay $250,000 to the IFC.

After discussing the issue with your colleagues you then proposed that the Trust
would, instead of paying the $250,000 fee, reimburse the IFC for its out of
pocket expenses relating to the Agreement. Therefore I enclose a check written
by the Trust for US $20,823.87, which is the amount you have invoiced for these
expenses. Your acceptance of this check confirms the Trust's final settlement of
all amounts due under the Agreement.

I want to thank you and your colleagues again for your support on this project
and would again wish to reaffirm that Old Mutual would wish to seek a future
opportunity where we could work together. Hopefully with more success the next
time!

Best regards,

Bill

William Langley

Enc.

<PAGE> 1

EXHIBIT 11

CONSENT OF INDEPENDENT AUDITORS

The Board of Trustees
Old Mutual Equity Growth Assets South Africa Fund:

We consent to the use of our report, dated July 22, 1996, incorporated herein by
reference and to the reference to our firm under the heading "Independent
Accountants" in Part B of the registration statement.

KPMG Peat Marwick LLP

Boston, Massachusetts
September 27, 1996

<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS

The Board of Trustees
Old Mutual South Africa Equity Trust:

We consent to the use of our report, dated July 22, 1996, incorporated herein
by reference and to the reference to our firm under the heading "Independent
Accountants" in Part B of the registration statement.

KPMG Peat Marwick

Chartered Accountants
Hamilton, Bermuda
September 27, 1996

<ARTICLE> 6
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<NAME> OMEGA SOUTH AFRICA FUND
<MULTIPLIER> 1,000

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<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> NOV-10-1995
<PERIOD-END> JUN-30-1996
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 12,314
<RECEIVABLES> 3
<ASSETS-OTHER> 0
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<TOTAL-ASSETS> 12,317
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<OTHER-ITEMS-LIABILITIES> 44
<TOTAL-LIABILITIES> 44
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<EXPENSES-NET> (59)
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<PER-SHARE-NII> 0.88
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<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>