Islamic Global Real Estate Securities Fund SPC - National Bank of ...

Private Placement MemorandumCONFIDENTIAL PRIVATE PLACEMENT MEMORANDUMIslamic Global Real Estate Securities Fund SPC(an open-ended, Shariah-compliant, exempted segregated portfolio companyincorporated in the Cayman Islands with limited liability)an offering of non-voting participating shares ofClass A Segregated PortfolioandClass B Segregated PortfolioInitial Offering Price: US$1,000 per ShareMinimum Investment:Class A Segregated Portfolio: US$250,000Class B Segregated Portfolio: US$25,000Distributor:National Bank of Kuwait S.A.K.Fund Administrator:NBK Global Asset Management Company LimitedSub-Administrators:Watani Investment Company K.S.C. (c)NBK Banque PRIVÉE (Suisse) S.A.Fund Manager:Wafra Capital Partners L.P.March 2008

Private Placement MemorandumNOTICESThe purchase of SHARES (This term and certain other terms are definedin the definitions section of this placement memorandum) of the fundinvolves certain risks (See “certain risk factors”).This placement memorandum has been prepared on a confidential basisfor the benefit of selected Investors in connection with this privateplacement of shares of the fund. This placement memorandum is intendedonly for the use of the person to whom or which it is delivered by theDistributor and does not constitute an offer of shares to any personor entity other than such person. The recipient of this placementmemorandum is responsible for ensuring that this placement memorandumis kept confidential and is not copied or given to any other person.THE SHARES OFFERED PURSUANT TO THIS PLACEMENT MEMORANDUM ARE BEINGOFFERED ONLY TO persons ACCEPTABLE TO THE distributor. this document isnot for general circulation to the public and the shares are not intendedto be offered by way of a public offering in Kuwait, in any other countrythat is a member of the gcc or in any other country. no offer or invitationto subscribe for shares may be made to the public in the cayman islands.the SHARES offered hereby have not been and will not be registered underthe securities laws or laws of similar import of the cayman islands, theunited states of america, any gcc-Member country or any other countryor Jurisdiction. iN ADDITION, the SHARES offered hereby have not beenapproved or disapproved by any securities commission, MONETARY AUTHORITY,regulatory authority or comparable agency of the cayman islands, theunited states of america, any gcc-member country OR ANY OTHER COUNTRYOR JURISDICTION, AND NO securities commission, MONETARY AUTHORITY orcomparable agency of any government or jurisdiction HAS passed upon theaccuracy or adequacy of this placement memorandum. any representationto the contrary may be a criminal offense. the central bank of kuwaitand the ministry of trade and industries have approved the distributor’soffering of shares in kuwait, but such approval relates only to the abilityand capability of the distributor and does not constitute an approval ofthe shares.This placement memorandum does not constitute an offer to, or asolicitation of, anyone in any jurisdiction in which such an offer orsolicitation is not authorized or is unlawful.any offer, sale, resale or delivery of any of the shares in the united statesof america or to any u.s. person or entity would constitute a violationof u.s. law unless made in compliance with the registration requirementsof the securities laws of the united states or pursuant to an exemptiontherefrom.In making an investment decision, Prospective investors must rely on theirown examination of the fund and on the terms of the offering, includingthe merits and risks involved.The SHARES offered hereby involve investment risks, including possibleloss of the amount invested. the distributor, the fund administrator,

Islamic Global Real Estate Securities Fundthe fund manager, the fund advisor AND their respective affiliates, arenot liable for losses related to any such investment risks. the fund is aseparate legal entity from the Distributor, the fund administrator, theFund Manager, the Fund advisor and their respective affiliates. The fundmanager will hold all of the voting shares of the fund. The shares beingoffered hereby are non-voting shares, meaning that, among other things,holders of the shares will not be entitled to vote for the election ofdirectors of the fund.The SHARES being offered to prospective INVESTORS are subject torestrictions on transfer and resale and may not be transferred or resoldexcept as permitted under the terms of this placement memorandum andthe articles of the fund AND, IN ANY CASE, SUBJECT TO APPLICABLE securitieslaws OR pursuant to registration or exemption therefrom. the fundis an open-ended fund, meaning that INVESTORS will have the right toredeem their shares on the terms and subject to the restrictions hereinspecified.No part of this placement memorandum constitutes financial, tax orlegal advice to any prospective investor. Each prospective investorshould consult such investor’s own financial advisor, legal counsel,shariah advisor and accountant as to financial, tax, legal, shariah andrelated matters concerning a proposed investment in the shares. Inaddition, although the fund will endeavor to ensure that its investmentscomply with the shariah criteria, no assurance can be given that all ofthe investments will at all times comform to such criteria or that suchcriteria, as approved by the shariah supervisory board, will be acceptableto other shariah advisors, including any shariah advisor to a prospectiveinvestor.No person or entity has been authorized to give any information orto make any representation relating to this offering on behalf of thedistributor, the fund administrator, the Fund Manager, the fund advisoror The fund other than the information and representations included inthis placement memorandum and, if given or made, such information orrepresentations must not be relied upon as having been authorized by thedistributor, the fund administrator, the Fund Manager, the fund advisoror the fund. Any offering literature provided to a prospective investorprior to, in conjunction with, or subsequent to, the delivery of thisplacement memorandum is subject in all respects to the terms, conditionsand provisions of this placement memorandum.Information relating to the fund is based on the beliefs of the distributor,the fund administrator, the Fund Manager, the fund advisor and thefund, as well as assumptions made by, and information currently availableto, the distributor, the fund administrator, the Fund Manager , the fundadvisor and the fund. when used in this placement memorandum, thewords “anticipate”, “believe”, “Estimate”, “intend”, and words or phrases ofsimilar import, as they relate to the fund or the investments to be madeby the fund, are intended to identify forward-looking statements. suchstatements reflect the current risks, uncertainties, and assumptionsrelated to certain factors including, without limitation, competitivefactors, general economic conditions, market conditions, one-timeevents, and other factors described herein, particularly in the sectionentitled “Certain Risk Factors”. based upon changing conditions, shouldany one or more of these risks or uncertainties materialize or should an

Private Placement Memorandumunderlying assumption prove incorrect, actual results may vary materiallyfrom those described herein as anticipated, believed, estimated, expectedor intended. the delivery of this placement memorandum does not implythat the information set forth herein is correct subsequent to the dateof this placement memorandum. the distributor, the fund administrator,the Fund Manager, the fund advisor and the fund do not intend to updatethese forward-looking statements.Each investor acquiring shares will be bound by the terms of theSUBSCRIPTION application signed by such investor. the fund is enteringinto, in each case on its own behalf and on behalf of each portfolio, adistribution agreement with the distributor, a management Agreementwith the Fund Manager, an administration agreement with thefund administrator, an advisory agreement with the fund advisor, astructuring advisory agreement with idara international ltd. anda services agreement with the bank of new york. In the event that anyterm, condition or other provision of the SUBSCRIPTION application, thedistribution agreement, the management agreement, the administrationagreement, the advisory agreement, the structuring advisory agreementor the services agreement is inconsistent with the description thereof inthis placement memorandum, such other document shall control.THE SHARES ARE OFFERED ONLY TO SOPHISTICATED INVESTORS. AN INVESTMENT INTHE SHARES DOES NOT CONSTITUTE A COMPLETE INVESTMENT PROGRAM. INVESTORSMUST FULLY UNDERSTAND AND BE WILLING TO ASSUME THE RISKS INVOLVED IN THEFund’s INVESTMENT PROGRAM. SUBSCRIBERS FOR SHARES WILL be required toREPRESENT THAT THEY ARE ACQUIRING THE SHARES FOR INVESTMENT PURPOSES ONLY.IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN andtheir professional advisors’ EXAMINATION OF THE FUND AND THE TERMS OF THEOFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS SHOULD BE AWARETHAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THEIR INVESTMENT INTHE FUND FOR AN INDEFINITE PERIOD OF TIME.THIS PLACEMENT MEMORANDUM IS DATED MARCH 2008.

Private Placement MemorandumTABLE OF CONTENTSDirectory.................................................................................................................................................1PageDefinitions..............................................................................................................................................3I. INTRODUCTION....................................................................................................................................6II. Global Real Estate Securities Overview............................................................................9III. OVERVIEW OF THE FUND...............................................................................................................11IV. SUMMARY OF PRINCIPAL TERMS..................................................................................................17V. TAX AND ANTI-MONEY LAUNDERING CONSIDERATIONS.....................................................25VI. CERTAIN RISK FACTORS..................................................................................................................27VII. POTENTIAL CONFLICTS OF INTEREST.....................................................................................31

Private Placement MemorandumDIRECTORYDistributorNational Bank of Kuwait S.A.K.P.O. Box 95Safat 13001, KuwaitTelephone: +965-224-6600Telecopy: +965-224-6984Attention: Investment ServicesFund ManagerWafra Capital Partners L.P.c/o SH Corporate Services Ltd.P.O. Box 61 GT4 th Floor, Harbour CentreGeorge Town, Grand CaymanAttention: General PartnerInvestment AdvisorPramerica Investment Management Limited6 th Floor Grand Buildings1-3 StrandLondon WC2N 5HRAttention: Marc HalleFund AdministratorNBK Global Asset Management Company LimitedDar Al Awadi BuildingSafat 13001, KuwaitTelephone: +965-224-6600Telecopy: +965-224-6984Attention: Nabil MaroofFund Sub-AdministratorsWatani Investment Company K.S.C.(c)P.O. Box 4950Safat 13050, KuwaitTelephone: +965-224-6600Telecopy: +965-224-6984Attention: Nabil MaroofNBK Banque Privée (Suisse) S.A.Quai du Mont-Blanc 211211 Geneva 1SwitzerlandTelephone: +41 22 906 43 04Telecopy: +41 22 906 43 99Attention: Philippe Schenk1

Islamic Global Real Estate Securities Fund SPCFund AdvisorWafra Investment Advisory Group, Inc.345 Park Avenue - 41 st FloorNew York, New York 10154Telephone: +1-212-759-3700Telecopy: +1-212-644-5384Attention: Michael GontarAuditorsEisner LLP750 Third AvenueNew York, New York 10017U.S.A.Legal Advisors to the FundKing & Spalding LLP1185 Avenue of the AmericasNew York, New York 10036U.S.A.Legal Advisors to the Fund as to Cayman Islands LawMaples and CalderP.O. Box 309, Ugland HouseGrand Cayman KY1-1104Cayman IslandsRegistered OfficeMaples Corporate ServicesP.O. Box 309, Ugland HouseGrand Cayman KY1-1104Cayman Islands2

Private Placement MemorandumDEFINITIONSArticlesmeans the Articles of Association of the Fund.Board of Directorsmeans the board of directors of the Fund.Business Daymeans any day on which commercial banks settle payments and are open for general business in the CaymanIslands, the State of New York and the State of Kuwait.Class A Portfoliomeans the Segregated Portfolio of the Fund that is expected to invest substantially all of its assets in the Class ASegregated Portfolio of the Wafra-Pramerica Fund.Class B Portfoliomeans the Segregated Portfolio of the Fund that is expected to invest substantially all of its assets in the Class BSegregated Portfolio of the Wafra-Pramerica Fund.Class A Sharesmeans the Shares of the Fund attributable to the Class A Portfolio.Class B Sharesmeans the Shares of the Fund attributable to the Class B Portfolio.Custodianmeans The Bank of New York or such other custodian as may be retained by the Wafra-Pramerica Fund to holdthe assets of each of the segregated portfolios of the Wafra-Pramerica Fund and to perform such other servicesas are described in this Placement Memorandum and in the Confidential Private Placement Memorandum ofthe Wafra-Pramerica Fund.Dealing Daymeans the last business day of each calendar month.DistributorNational Bank of Kuwait S.A.K., a public joint stock company organized under the laws of the State ofKuwait.Financial Screenmeans the financial measurements that are expected to be satisfied by an entity in which the Wafra-PramericaFund intends to invest, which financial measurements may be established and modified from time to time bythe Shariah Supervisory Board of the Wafra-Pramerica Fund. The initial financial measurements are expectedto include limitations on total debt, total accounts receivable and total cash and interest-bearing securities ofsuch entities.FundIslamic Global Real Estate Securities Fund SPC, an open-ended, Shariah-compliant, exempted segregatedportfolio company incorporated in the Cayman Islands with limited liability.Fund AdministratorNBK Global Asset Management Company Limited, a Cayman Islands exempted company with limitedliability.Fund AdvisorWafra Investment Advisory Group, Inc., a Delaware corporation.3

Islamic Global Real Estate Securities Fund SPCFund ManagerWafra Capital Partners L.P., a Cayman Islands limited partnership.Fund Sub-Administratormeans each of Watani Investment Company K.S.C.(c), a Kuwaiti company, and NBK Banque Privée (Suisse)S.A., a Swiss company.GCCCooperation Council for the Arab States of the Gulf, also known as the Gulf Cooperation Council, a tradeblock created on May 25, 1981.Indemnified Personshall mean each of the Distributor, the Fund Administrator, the Fund Manager, the Fund Advisor, any advisoror service provider to the Fund, their respective parent companies, subsidiaries and affiliates, and the respectiveshareholders, partners, directors, officers, employees, agents and representatives of each such Person.Industry Screenmeans the businesses in which entities in which the Wafra-Pramerica Fund intends to invest are not to beengaged as a core activity, or for which purpose their properties are not to be utilized as a core activity, asestablished and modified from time to time by the Shariah Supervisory Board. The initial core businessescomprising the Industry Screen are manufacturing or distribution of alcohol or pork-related products, gambling(including casinos), entertainment (including movie theatres), pornography, non-defense related arms andweapons, tobacco, non-Islamic financial services and biotechnology companies involved in human/animalgenetic engineering.Investment Advisormeans Pramerica Investment Management Limited, a private limited company organized under the laws ofthe United Kingdom, and its successors and permitted assigns, in its capacity as the investment advisor to theWafra-Pramerica Fund.Investment Advisory Boardmeans the investment advisory board of the Wafra-Pramerica Fund.NAVmeans net asset value of a Portfolio or of a Share of a Portfolio, as the context requires.NBKmeans National Bank of Kuwait S.A.K., a public joint stock company organized under the laws of the State ofKuwait.Offeringmeans the offering of the Shares of the Portfolios of the Fund that is the subject of this PlacementMemorandum.Personmeans each natural person, partnership, company, entity or governmental organization.Placement Memorandummeans this Confidential Private Placement Memorandum.Portfoliomeans each of the Class A Portfolio and the Class B Portfolio of the Fund.Portfolio Leveragemeans leverage, structured in a Shariah-compliant manner, incurred by the Wafra-Pramerica Fund in relationto, or secured by the shares attributable to, the Class A Portfolio of the Wafra-Pramerica Fund, but excludingany Property Leverage.4

Private Placement MemorandumPramericameans the Investment Advisor and Pramerica Real Estate Investors Ltd., a company organized under the laws ofthe United Kingdom and regulated by the U.K. Financial Services Authority, and its successors and permittedassigns.Property Leveragemeans leverage, which may be structured on an interest-bearing basis, incurred by the entities in which theWafra-Pramerica Fund invests, subsidiaries or affiliates of such entities, or relating to the properties of suchentities, subsidiaries or affiliates, but excluding Portfolio Leverage.Real Estate Securitiesmeans the securities of real estate investment, development and operating companies, including real estateinvestment trusts, and the securities of companies providing management and investment advisory services toreal estate investment, development and operating companies, which securities may consist of shares, generaland limited partnership interests, membership interests and other equity and quasi-equity instruments.Redemption Applicationmeans the redemption application submitted by a shareholder of the Fund requesting to redeem any or all ofsuch shareholder’s Shares in accordance with this Placement Memorandum.Redemption Valuation Pointmeans 5:00P.M., New York City time, on the applicable Dealing Day.Sharesnon-voting participating shares of the Fund, par value US$0.0001 per share.Shariahmeans Islamic law and precepts as interpreted from time to time by the Shariah Supervisory Board.Shariah Criteriameans, collectively, the Financial Screen, the Industry Screen and such other Shariah criteria or guidelines asmay be adopted by the Shariah Supervisory Board from time to time.Shariah Supervisory Boardmeans the Shariah board of advisors of the Wafra-Pramerica Fund.Short-Term Instrumentsmeans short-term, Shariah-compliant instruments in which the Portfolios may invest pending the making of aninvestment in the portfolios of the Wafra-Pramerica Fund, the funding of redemptions, the payment of fees andexpenses or the making of distributions. Such investments may include income producing accounts that utilizeShariah-compliant investment mechanisms such as murabaha, wakala, mudaraba and ijara.Subscription Applicationmeans the subscription application submitted by a prospective or existing shareholder to subscribe for Sharesof the Fund.Subscription Valuation Pointmeans 4:59P.M., New York City time, on the applicable Dealing Day.Valuation Pointmeans the Redemption Valuation Point or the Subscription Valuation Point, as the context requires.Waframeans the Fund Manager and its affiliates.Wafra-Pramerica Fundmeans Wafra-Pramerica Global Real Estate Securities Fund SPC, an open-ended, Shariah-compliant, exemptedsegregated portfolio company incorporated in the Cayman Islands with limited liability.5

Islamic Global Real Estate Securities Fund SPCI. INTRODUCTIONThis Placement Memorandum relates to the Offering of Shares of the Islamic Global Real Estate Securities FundSPC, an open-ended, Shariah-compliant, exempted segregated portfolio company incorporated in the CaymanIslands with limited liability (the “Fund”). The Fund has two segregated portfolios: the Class A Portfolio andthe Class B Portfolio (the “Portfolios”). Each Portfolio of the Fund constitutes a separate investment fund, theassets and liabilities of which will be segregated and separately identifiable from the assets and liabilities of theother Portfolio of the Fund and the general assets and liabilities of the Fund.Substantially all of the assets of the Class A Portfolio will be invested by the Fund in the Class A Portfolio ofthe Wafra-Pramerica Global Real Estate Securities Fund SPC, an open-ended, Shariah-compliant, exemptedsegregated portfolio company incorporated in the Cayman Islands with limited liability (the “Wafra-PramericaFund”). Substantially all of the assets of the Class B Portfolio will be invested by the Fund in the Class BPortfolio of the Wafra-Pramerica Fund. Substantially all of the assets of both portfolios of the Wafra-PramericaFund will be invested in Real Estate Securities.The Real Estate Securities in which the portfolios of the Wafra-Pramerica Fund invest are intended to complywith the Shariah Criteria and to be geographically diversified, and will not have a focus on any particular realestate sector. Although the Investment Advisor expects the two portfolios of the Wafra-Pramerica Fund to beinvested in many of the same Real Estate Securities, the Investment Advisor also expects there to be differenceseither in the Real Estate Securities held in the two portfolios or in the relative amounts invested by the twoportfolios in any particular Real Estate Security.The principal difference between these two portfolios is that the Class A Portfolio of the Wafra-Pramerica Fundmay incur Portfolio Leverage. Any Portfolio Leverage incurred by the Wafra-Pramerica Fund in relation toits Class A Portfolio would be in addition to Property Leverage that may exist in relation to the entities andproperties in which the Wafra-Pramerica Fund invests, which Property Leverage is to comply with the ShariahCriteria. The Class B Portfolio of the Wafra-Pramerica Fund will not incur any Portfolio Leverage. There arealso differences in the fees charged to investors in the two Portfolios.Investors can choose to invest in either Portfolio based on their risk appetite and return objectives. The ClassA Portfolio may produce a higher return if asset values are rising because of the Portfolio Leverage that may beincurred by the corresponding portfolio of the Wafra-Pramerica Fund. Leverage, even if effected on a Shariahcompliantbasis, also increases the risk of loss, so an investment in the Class A Portfolio will carry more risk ifasset values are dropping because of the additional Portfolio Leverage that may be incurred by the correspondingportfolio of the Wafra-Pramerica Fund.Although not the primary objective of the Fund or the Wafra-Pramerica Fund, both funds may maintain aportion of their respective assets in Shariah-compliant Short-Term Instruments as interim investments pendingthe making of investments, the funding of redemptions, the payment of fees and expenses and the making ofdistributions. All of the investments of the portfolios of the Wafra-Pramerica Fund must be in compliance withthe Shariah Criteria.The Distributor of the Shares is National Bank of Kuwait S.A.K. (“NBK”). NBK is one of the Arab world’smost prominent banks and Kuwait’s largest bank. Its principal activities are consumer and corporate banking,investment banking and asset management. NBK offers its clients a comprehensive range of financial productsand services through a network of branches, automated teller machines, point-of-sale terminals and a state-ofthe-artautomated call center, as well as Internet and WAP-enabled mobile banking. As of December 31, 2007,NBK had total assets of approximately US$42.3 billion. The shares of NBK are listed on the Kuwait StockExchange. The Fund Administrator, NBK Global Asset Management Company Limited, is a wholly-ownedsubsidiary of NBK. The Sub-Administrators - Watani Investment Company K.S.C.(c) and NBK Banque Privée(Suisse) S.A. - are also subsidiaries of NBK.The Fund Manager, Wafra Capital Partners L.P., and the Fund Advisor, Wafra Investment Advisory Group,Inc., are affiliates of the Public Institution for Social Security of Kuwait. As of December 31, 2007, the Fund6

Private Placement MemorandumManager, the Fund Advisor and their affiliates (collectively, “Wafra”), had commitments and assets undermanagement in excess of US$6 billion. Wafra is a leader in structuring and managing investment funds thatsatisfy Islamic Shariah requirements and are tax efficient. Wafra currently manages or advises 15 funds andaccounts that operate on a Shariah-compliant basis; these funds have over US$1.2 billion in committed capitaland are expected to have an aggregate asset value of approximately US$3.4 billion when fully invested. Wafra’sShariah-compliant investment funds include five real estate funds with properties located in the United States,Europe and Asia that are expected to have an aggregate asset value of approximately US$3 billion when fullyinvested.The Investment Advisor of the Class A Portfolio and the Class B Portfolio of the Wafra-Pramerica Fund,Pramerica Investment Management Limited, is an affiliate of Pramerica Real Estate Investors Ltd., a privatelimited company organized under the laws of the United Kingdom and authorised and regulated by the U.K.Financial Services Authority (together, “Pramerica”). Pramerica had approximately US$40.7 billion total grossassets under management as of September 30, 2007. Pramerica offers a wide range of real estate asset managementservices and investment products, and has proven international experience, infrastructure and resources inNorth America, Europe, Latin America and Asia. Pramerica is the second largest real estate investment managerin the world and has been managing real estate assets for over 125 years. It has a global presence and operationalcapabilities in private and public markets. Its network of operations provides it with access to global deal flow.The Investment Advisor and Pramerica Real Estate Investors Ltd. are subsidiaries of Prudential Financial, Inc.,a company incorporated under the laws of the State of New Jersey. Prudential Financial, Inc. is not affiliated inany manner with Prudential plc, a company incorporated under the laws of the United Kingdom. Pramericais acting solely as the Investment Advisor to the Wafra-Pramerica Fund and is not an issuer of the Shares of theFund or the shares of the Wafra-Pramerica Fund. The Investment Advisor’s rights and obligations in relationto the Wafra-Pramerica Fund are contained entirely in the Investment Advisory Agreement with the Fund andWafra Capital Partners L.P., in its capacity as manager of the Wafra-Pramerica Fund.Each Person who receives a copy of this Placement Memorandum (whether or not such Person purchases Shares)is deemed to have agreed (i) not to reproduce or distribute this Placement Memorandum, in whole or in part,(ii) if such Person does not purchase Shares, to return this Placement Memorandum to the Distributor upon therequest of the Distributor, (iii) not to disclose any information contained in this Placement Memorandum otherthan to such Person’s employees, advisors, agents or representatives who are subject to a comparable duty ofconfidentiality and (iv) to be responsible for any disclosure of this Placement Memorandum, or the informationcontained herein, by such Person or any of such Person’s employees, advisors, agents or representatives.Each prospective investor and his or her representatives, if any, are invited to ask questions to the Distributorconcerning the terms and conditions of the Offering and to obtain additional information, to the extent suchinformation is readily available to the Distributor without unreasonable effort and expense, necessary to verifythe accuracy of the information furnished in this Placement Memorandum.A prospective investor may acquire Shares only through the Distributor. Representations and requests forinformation regarding the satisfaction of prospective investor suitability standards are included in the SubscriptionApplication that each prospective investor must complete. The Shares have not been registered under thesecurities laws of Kuwait or countries that are members of the GCC, the Cayman Islands or the United States,and are being offered in reliance on exemptions from registration thereunder. Accordingly, prior to selling Sharesto any prospective investor, the Distributor may make such inquiries as it reasonably deems to be necessary tosatisfy itself that the prerequisites of such exemptions have been met, but the Distributor is entitled to relyon the truthfulness and accuracy of any representation made by a prospective investor. If the Distributordeems it necessary to obtain additional evidence to substantiate information or representations containedin any Subscription Application, each prospective investor will also be required to provide the same. TheDistributor may require that a prospective investor who does not have, in the sole judgment of the Distributor,adequate knowledge or experience in financial matters, or who is not capable of evaluating the merits and risksof investing in the Shares, retain an advisor who has such knowledge, experience and capability to advise suchprospective investor. The Distributor may, in its sole discretion, reject a proposed subscription for any reasonor no reason, in whole or in part.The date on which the initial subscription for Shares is expected to occur as the Distributor may decide in itssole discretion.7

Islamic Global Real Estate Securities Fund SPCInquiries from prospective investors should be directed to:National Bank of Kuwait S.A.K.P.O. Box 95Safat 13001, KuwaitTelephone: +965-224-6600Telecopy: +965-224-6984e-mail: funds@nbk.comAttention: Investment Services8

Private Placement MemorandumII. GLOBAL REAL ESTATE SECURITIES OVERVIEW1. Global Real Estate Securities.The global public real estate market is currently undergoing a transformation. Today in countries throughoutAsia, Europe and Latin America, authorities are introducing or considering new tax-transparent propertyinvestment vehicles similar to U.S. real estate investment trusts (“REITs”) and Australian listed property trusts.REITs are publicly-traded real estate companies that provide investors with access to commercial real estate. Thetransparent tax treatment of REITs gives investors access to the same cash flow characteristics that previously wereonly available to direct commercial real estate investors. In markets where these vehicles have been introduced,and where they already have existed, investors’ demand for safety and yield has caused share prices to rise sharplyover the last few years. As a result, the equity market capitalization of the global public securities market hasgrown significantly over the past ten years. The growth of global REITs and listed real estate stocks providesinvestors around the world with access to commercial real estate investment, which the Investment Advisorbelieves should provide investors with new diversification and return enhancement opportunities.When developing a strategic asset allocation to commercial real estate, the Investment Advisor believes thatinvestors should consider an investment in Real Estate Securities, which would include the securities of real estateinvestment, development and operating companies, including REITs, and the securities of companies providingmanagement and investment advisory services to real estate investment, development and operating companies,which securities may consist of shares, general and limited partnership interests, membership interests andother equity and quasi-equity instruments. For a large number of investors, Real Estate Securities are the onlyreasonable way to gain exposure to the commercial real estate equity asset class. Advantages of an investmentin Real Estate Securities over a direct investment in real estate include liquidity, corporate transparency andgovernance, real-time pricing and lower transaction costs.The attractiveness of Real Estate Securities combines the appeal of the underlying real estate assets with theliquidity associated with the ownership of securities. As of September 30, 2007, the global real estate securitiesmarkets represented approximately 7% of the total real estate universe and less than 3% of all public equitymarkets. The real estate securities markets have shown steady signs of growth, contributing to the creation ofa vast and liquid pool of Real Estate Securities in which to invest. The Investment Advisor expects that thegrowth of the real estate securities markets will continue for the next several years and that the share of RealEstate Securities in various markets compared to the capitalization of real estate property in such markets leavessignificant room for the growth of Real Estate Securities. Real Estate Securities have also provided good valueto investors for the past decade as returns on those securities have considerably outperformed returns derivedfrom global bonds or global stocks during that period.In addition to a higher return compared to global stock and global bonds, the Investment Advisor believesthat Real Estate Securities offer less volatility than global stocks and bonds and have provided excellent riskadjustedreturns. Since the mid-1990s, listed property shares have delivered competitive returns, and have lowcorrelations with other asset classes, making them quite attractive.In summary, the real estate securities market presents very attractive features: strong property markets, strongfinancial value of securities and liquidity. The Investment Advisor believes that a shift is underway withinthe global commercial real estate asset class. The advantages of Real Estate Securities over direct real estateinclude liquidity, corporate transparency and governance, real-time pricing and lower transaction costs. Theseadvantages create a natural preference for Real Estate Securities and, over time, a significant amount of directreal estate may be securitized. The Investment Advisor expects that as Real Estate Securities continue to growworldwide, their share of the commercial real estate market will also grow, as will their acceptance as a methodof obtaining exposure to the commercial real estate asset class.2. Shariah Compliance.Real Estate Securities in which the Wafra-Pramerica Fund invests are required to comply with the ShariahCriteria. The Shariah Criteria are comprised primarily of the Industry Screen and a Financial Screen. The9

Islamic Global Real Estate Securities Fund SPCIndustry Screen prohibits the Wafra-Pramerica Fund from investing in securities of entities that are engagedin specified impermissible commercial activities, or in properties that are leased to entities that are primarilyengaged in such impermissible commercial activities. The Financial Screen requires that entities comply withspecified financial tests. The Shariah Criteria also require dividend purification. The Wafra-Pramerica Fundwill utilize a proprietary and detailed analytical process to determine whether an entity in which the Wafra-Pramerica Fund proposes to invest satisfies the Shariah Criteria, and it will analyze the components of suchentity’s income to determine whether any of the dividends received by the Wafra-Pramerica Fund requirepurification. The Shariah Supervisory Board has issued a fatwa approving the Shariah Criteria. The ShariahSupervisory Board may modify the Shariah Criteria from time to time. The Shariah advisors of NBK have alsoapproved the Shariah Criteria.3. Geographic Allocation.Taking into account the Shariah Criteria and current investment opportunities, the Investment Advisorexpects that a large percentage of the Wafra-Pramerica Fund’s investments in Real Estate Securities will be inpublicly-traded Asian real estate securities. It is anticipated that focusing on Asia today will provide the greatestopportunity for total return. Based on current market conditions, the Investment Advisor anticipates that thegeographic allocation of Real Estate Securities within each portfolio of the Wafra-Pramerica Fund would beas follows, although there is no guarantee that these allocations will be achieved or will not be changed by theInvestment Advisor, which it may do from time to time, subject, as to material changes, to the approval of themanager of the Wafra-Pramerica Fund, in consultation with the Investment Advisory Board:RegionAnticipated Allocationin PortfolioInitial Expected AllocationAsia 50% - 75% 67%North America 10% - 35% 16%Latin America 5% - 10% 7%Europe 10% - 35% 10%As a result of the expected initial allocation of the portfolios of the Wafra-Pramerica Fund towards Asian realestate securities, it is expected that such portfolios may experience significantly higher volatility than what isnormally expected with Real Estate Securities because Asian Real Estate Securities have demonstrated significantvolatility in the past. However, the returns from Asia have been very attractive and have historically proven toprovide excellent risk-adjusted returns, and the Investment Advisor has determined that a significant overweightto the Asian region is warranted at this time given the compelling growth and valuation of the established andemerging markets in this region.10

Private Placement MemorandumIII. OVERVIEW OF THE FUNDA. The FundThe Fund is an open-ended, Shariah-compliant, exempted segregated portfolio company with limited liabilityincorporated in the Cayman Islands in March, 2008. The Class A Portfolio of the Fund will invest substantiallyall of its assets in the Class A Portfolio of the Wafra-Pramerica Fund, and the Class B Portfolio of the Fund willinvest substantially all of its assets in the Class B Portfolio of the Wafra-Pramerica Fund. The two portfoliosof the Wafra-Pramerica Fund will seek to make investments in a diversified portfolio of Real Estate Securitiesin compliance with the Shariah Criteria. Real Estate Securities include securities of real estate investment,development and operating companies, including real estate investment trusts, and the securities of companiesproviding management and investment advisory services to real estate investment, development and operatingcompanies. Real Estate Securities may consist of shares, general and limited partnership interests, membershipinterests and other equity and quasi-equity instruments.It is not expected that the Fund will pay any dividends or make any distributions in relation to the Shares. Anyincrease or decrease in the value of a Share will be reflected in the NAV of such Share. Investors in each Portfolioof the Fund will be permitted to redeem their Shares, subject to the restrictions set forth below.B. Class A Portfolio vs. Class B PortfolioInvestors can choose to invest in either the Class A Portfolio or Class B Portfolio based on their risk appetiteand return objectives. An investment in the Class A Portfolio, which will in turn invest in the Class A Portfolioof the Wafra-Pramerica Fund, will target a higher return than an investment in the Class B Portfolio, whichwill in turn invest in the Class B Portfolio of the Wafra-Pramerica Fund. Although the two portfolios of theWafra-Pramerica Fund are expected to invest in many of the same Real Estate Securities, the Class A Portfolioof the Wafra-Pramerica Fund will also be permitted to incur Portfolio Leverage that is structured on a Shariahcompliantbasis. Such Portfolio Leverage would be in addition to any Property Leverage affecting the entitiesin which the Wafra-Pramerica Fund invests or the properties of such entities, which Property Leverage is to bein compliance with the Shariah Criteria.If the value of the investments made by the Wafra-Pramerica Fund are increasing, the Portfolio Leverage thatmay be incurred by the Class A Portfolio of the Wafra-Pramerica Fund has the potential of increasing thereturn on an investment in such portfolio, which would result in a corresponding increase in the return on aninvestment in the Class A Portfolio of the Fund. If, however, the value of the investments made by the Wafra-Pramerica Fund are decreasing, this additional Portfolio Leverage would increase the risk associated with aninvestment in such portfolio and could result in a higher level of losses than would be incurred without suchadditional leverage. The Class B Portfolio of the Wafra-Pramerica Fund will not incur any Portfolio Leverage.Both Portfolios of the Fund and the portfolios of the Wafra-Pramerica Fund may maintain a portion of theirrespective assets in Shariah-compliant Short-Term Instruments as interim investments pending the making ofinvestments, the funding of redemptions, the payment of fees and expenses and the making of distributions.C. The Offering1. SubscriptionsThe Offering consists of the issuance of non-voting participating Shares of the Fund that will be allocatedto the Class A Portfolio or the Class B Portfolio based on investor subscriptions for each Portfolio. EachShare has a par value of US$0.0001 and the subscription price on the first day on which Shares relating toa Portfolio are issued will be US$1,000 per Share. Thereafter, prospective investors and existing investorsmay subscribe for Shares on each monthly Dealing Day by submitting a Subscription Application to theDistributor not less than 5 Business Days prior to the relevant Dealing Day. Subscriptions for Shares afterthe date on which Shares are first issued will be at the NAV per Share attributable to the relevant Portfolio11

Islamic Global Real Estate Securities Fund SPCas of the Subscription Valuation Point on the relevant Dealing Day. Shares will be issued to a subscribinginvestor promptly after determination of the NAV for such Shares as of the relevant Subscription ValuationPoint.The minimum initial investment by an investor in Shares attributable to the Class A Portfolio is US$250,000and multiples of US$10,000 above that amount, and the minimum initial investment by an investor inShares attributable to the Class B Portfolio is US$25,000 and multiples of US$1,000 above that amount.An investor who has invested in Class A Shares or in Class B Shares may make additional investments insuch Shares in the minimum amounts of US$10,000 for Class A Shares and US$1,000 for Class B Shares.The Distributor is authorized to accept subscriptions on behalf of the Fund for amounts smaller than suchinitial and subsequent minimum subscription amounts in its discretion. The subscription amount of aprospective investor is due and payable upon acceptance by the Distributor, on behalf of the Fund, of theSubscription Application of such investor.The Shares do not have voting rights. The shares of the Fund that have voting rights, including the right toelect the Board of Directors of the Fund, will be held solely by the Fund Manager.2. RedemptionsHolders of Shares may redeem any or all of their Shares on any Dealing Day at the NAV per Share attributableto the relevant Portfolio as of the Redemption Valuation Point on such Dealing Day. Holders seeking toredeem Shares are required to submit a Redemption Application to the Distributor not less than 5 BusinessDays prior to the relevant Dealing Day. Redemptions of Shares will be deemed to be effected as of theRedemption Valuation Point on the relevant Dealing Day. The minimum amount that may be redeemedin relation to the Class A Portfolio is US$10,000 and the minimum amount that may be redeemed inrelation to the Class B Portfolio is US$1,000, in each case subject to the limitation that, unless an investoris redeeming its entire investment in a Portfolio, a redemption may not reduce an investor’s investment tobelow US$250,000 in the Class A Portfolio or below US$25,000 in the Class B Portfolio.Redemptions of Shares of either or both Portfolios may be suspended or restricted by the Distributor as aresult of the suspension of or restriction on the redemption of shares of the portfolios of the Wafra-PramericaFund. The Wafra-Pramerica Fund may suspend or restrict the redemption of shares of its portfolios as aresult of circumstances, such as market disruptions, that the Investment Advisor or the manager of the Wafra-Pramerica Fund determines could distort the computation of the NAV of the shares of the Wafra-PramericaFund, could interfere with the orderly liquidation of Real Estate Securities or could otherwise negativelyimpact the redemption process. In addition, the Distributor may suspend or restrict the redemption ofShares of either or both Portfolios of the Fund, apart from any suspension or restriction imposed by theWafra-Pramerica Fund, if it determines that unexpected or unusual circumstances make such suspension orrestriction advisable and in the best interests of the Fund or either Portfolio.The Distributor will charge a fee to each holder of Class B Shares who redeems any of such Shares withinfive years of such holder’s initial investment in Class B Shares. No such fee will be applicable to redeemingholders of Class A Shares.3. Determination of NAVThe NAV of each Portfolio and the NAV per Share of each Portfolio will be calculated as of each ValuationPoint. These calculations may not be finalized until up to 13 Business Days after the relevant Dealing Day.The NAV of each Portfolio of the Fund will be calculated by valuing the assets of such Portfolio (includingincome accrued but not collected) and deducting the liabilities of such Portfolio (including a provision forduties and charges and accrued expenses and fees as the Board of Directors deems appropriate). The NAVper Share of a Portfolio shall be calculated by dividing the NAV of the relevant Portfolio by the total numberof Shares in issue or deemed to be in issue in the relevant Portfolio as of the Valuation Point on the relevantDealing Day and rounding the resulting amount to four decimal places. The NAV of each Portfolio will becalculated by the Fund Manager; the Fund has retained the services of The Bank of New York to assist theFund Manager in making NAV calculations.12

Private Placement MemorandumD. Investment Strategy1. TargetsThe initial geographic allocations for the Wafra-Pramerica Fund’s investment in Real Estate Securities isset forth in this Placement Memorandum. Modifications to these geographic allocations may be proposedfrom time to time by the Investment Advisor so as to adapt to prevailing conditions. All material changesin allocations are subject to the approval of the manager of the Wafra-Pramerica Fund, in consultation withthe Investment Advisory Board. The manager of the Wafra-Pramerica Fund is Wafra Capital Partners L.P.2. Investment LeveragePursuant to guidelines approved by the Shariah Supervisory Board, the Wafra-Pramerica Fund may electto incur Portfolio Leverage in relation to its Class A Portfolio. All such Portfolio Leverage must utilizeShariah-compliant structures and may not exceed 30% of the value of the Real Estate Securities held bysuch Portfolio (determined at the time such Portfolio Leverage is implemented). The Wafra-Pramerica Fundwill not be obligated to reduce any Portfolio Leverage that is incurred if such Portfolio Leverage exceeds theforegoing 30% limitation as a result of a decrease in the value of the Real Estate Securities or as a result ofredemptions by investors in the Wafra-Pramerica Fund. Portfolio Leverage obtained by the Wafra-PramericaFund in relation to its Class A Portfolio would be in addition to Property Leverage affecting the entitiesin which the Wafra-Pramerica Fund invests or the properties of such entities. The Class B Portfolio of theWafra-Pramerica Fund will not have Portfolio Leverage under any circumstances, but its investments mayhave Property Leverage. All Property Leverage is expected to be in compliance with the Shariah Criteria.3. Currency HedgingThe Portfolios of the Fund and the portfolios of the Wafra-Pramerica Fund will be denominated in U.S.dollars, but a significant number of the investments made by the portfolios of the Wafra-Pramerica Fund arelikely to be in currencies other than U.S. dollars. To protect against currency fluctuations, the Fund or theWafra-Pramerica Fund may elect to enter into Shariah-compliant transactions that are intended to mitigatelosses that may be suffered as a result of such currency fluctuations. All currency hedging activities will besubject to the review and approval of the Shariah Supervisory Board and the Shariah advisors of NBK actingon behalf of the Fund. It is not expected that all currency fluctuations will be hedged.4. Dividend PolicyThe Fund currently does not expect to pay dividends or make distributions on either the Class A Shares orthe Class B Shares other than in the event of the liquidation of the Class A Portfolio or the Class B Portfolio,as applicable. Any returns achieved by a Portfolio will be reflected in the NAV of the Shares attributable tosuch Portfolio.E. Management of the FundBoard of DirectorsThe Fund will have a Board of Directors consisting initially of four members. The Board of Directors willhave overall responsibility for overseeing and managing the business and affairs of the Fund. The initial Boardof Directors is comprised of Mohamad W. Khouja, Anthony Barbuto, Robert W. Toan and Monir Barakat.The Board of Directors, acting on behalf of the Fund and the Portfolios, has the authority to retain additionaladvisors and service providers to assist with the activities of the Fund and to replace any of the initial advisorsand service providers to the Fund and the Portfolios.DistributorPursuant to a distribution agreement with the Fund on behalf of the Portfolios, the Distributor, on behalf of thePortfolios of the Fund, will be responsible for the placement of the Shares with investors, for conducting such13

Islamic Global Real Estate Securities Fund SPCdue diligence as may be necessary as to the identity of an investor and the source of an investor’s funds, andaccepting or rejecting all Subscription Applications, Redemption Applications and Share transfer requests. TheDistributor is authorized to charge each investor a subscription fee on the amount of such investor’s investmentin Shares. The Distributor is also authorized to charge each holder of Class B Shares a fee on any redemption ofsuch Shares occurring within five years of such holder’s initial investment in Class B Shares.Fund ManagerPursuant to a management agreement with the Fund and each of the Portfolios, the Fund Manager will beresponsible for the overall management of the Fund and each of the Portfolios, such management to includecomputation of the NAV of each Portfolio. The Fund Manager will be paid a fee for its services in accordancewith such management agreement. The Fund has retained The Bank of New York to assist the Fund Managerin the computation of the NAV of each Portfolio and the incentive fee.Fund AdministratorPursuant to an administration agreement with the Fund and each of the Portfolios, the Fund Administratorwill be responsible for maintaining the books and records of the Fund and each of the Portfolios, maintainingthe register of shareholders and recording any subscriptions, transfers or redemptions of Shares. The FundAdministrator will also have responsibility for maintaining relationships with the registered agent of the Fundin the Cayman Islands. The Fund-Administrator will retain the Sub-Administrators and delegate some or allof its responsibilities to each of them. The Fund Administrator will be paid a fee for its services in accordancewith such administration agreement and such fee may be shared by the Fund Administrator with the Fund Sub-Administrators in such manner as such parties determine to be appropriate.Structuring AdvisorPursuant to an advisory agreement with the Fund and each of the Portfolios, Idara International Ltd., a CaymanIslands exempted company with limited liability, will provide advice on the structuring of the Fund. IdaraInternational Ltd. will be paid a one-time fee for such advice based on the amount of initial capital raised bythe Fund.F. Management of the Wafra-Pramerica FundBoard of DirectorsThe Wafra-Pramerica Fund will have a board of directors consisting initially of four members who will beappointed by Wafra Capital Partners L.P., as the holder of all of the voting shares of the Wafra-Pramerica Fund.The board of directors of the Wafra-Pramerica Fund will have overall responsibility for overseeing the Wafra-Pramerica Fund and its operations. The board of directors of the Wafra-Pramerica Fund will delegate overallmanagement of the Wafra-Pramerica Fund to Wafra Capital Partners L.P., as manager, including the monitoringof the investment activities of the Investment Advisor. The board of directors of the Wafra-Pramerica Fundreserves the right to revoke, delegate or reassign any of the responsibilities granted to Wafra Capital PartnersL.P., as manager of the Wafra-Pramerica Fund, or those responsibilities granted to the Investment Advisor, tothe extent provided in, and in accordance with, their respective agreements with the Wafra-Pramerica Fund.Investment Advisory BoardThe Wafra-Pramerica Fund intends to establish and maintain an Investment Advisory Board consisting ofone or more representatives of the manager of the Wafra Pramerica Fund and a representative of each investorthat invests at least US$25,000,000 in the Wafra-Pramerica Fund (in either or both portfolios) and does notredeem its shares so as to reduce the NAV of its remaining shares in the Wafra-Pramerica Fund to belowUS$25,000,000. The Investment Advisory Board is a consultative body that will meet on a regular basis, butat least annually, to review the investment strategy and geographic allocations of the Wafra-Pramerica Fund.The Investment Advisor will be required to consult with the Investment Advisory Board prior to making anymaterial changes in its investment strategy or the geographic allocations in effect at such time.14

Private Placement MemorandumManagerThe Fund Manager, Wafra Capital Partners L.P., is also serving as the manager of the Wafra-Pramerica Fundand each of its portfolios. The manager of the Wafra-Pramerica Fund will have responsibility for the overallmanagement of the Wafra-Pramerica Fund, including monitoring the investment activities of the InvestmentAdvisor. The manager of the Wafra-Pramerica Fund, working together with the Investment Advisor, willstructure and implement any Portfolio Leverage obtained by the Wafra-Pramerica Fund in relation to its ClassA Segregated Portfolio. The manager of the Wafra-Pramerica Fund will coordinate with the Investment Advisoron any presentations to be made to the Investment Advisory Board of the Wafra-Pramerica Fund. The managerof the Wafra-Pramerica Fund, in consultation with the Shariah Supervisory Board, will also have responsibilityfor making all investments of the Wafra-Pramerica Fund in Short-Term Instruments. The manager of theWafra-Pramerica Fund will be responsible for maintaining the books and records of the Wafra-PramericaFund and each of its portfolios, for maintaining the register of shareholders and recording any subscriptions,transfers or redemptions of shares and for maintaining the relationship with the registered agent of the Wafra-Pramerica Fund in the Cayman Islands. In addition, material changes to the Wafra-Pramerica Fund’s policiesor procedures, or to the terms specified in the Confidential Private Placement Memorandum of the Wafra-Pramerica Fund, will require the manager’s approval, in consultation with the Investment Advisory Board.These changes include: (i) any deviation from the Shariah Criteria, (ii) any material change in the investmentstrategy of the Investment Advisor or in the geographic allocations that are to be observed by the InvestmentAdvisor, (iii) any material amendment of any material agreements to which the Wafra-Pramerica Fund is a partyand (iv) any material change in the subscription or redemption policies of the Wafra-Pramerica Fund.Investment AdvisorPursuant to an investment advisory agreement with the Wafra-Pramerica Fund and each of its portfolios,Pramerica Investment Management Limited will be the Investment Advisor and will have primary responsibilityfor selecting, investing in and disposing of Real Estate Securities, subject to the Shariah Criteria. The InvestmentAdvisor will also be responsible, working in cooperation with the manager of the Wafra-Pramerica Fund, forarranging any Portfolio Leverage that it may determine to be appropriate for the Class A Segregated Portfolio ofthe Wafra-Pramerica Fund. The Investment Advisor will be responsible for preparing all reports relating to theinvestments and performance of the Wafra-Pramerica Fund required to be delivered to the manager, the boardof directors or the Investment Advisory Board of the Wafra-Pramerica Fund. The Investment Advisor will meetwith the Investment Advisory Board on a regular basis, but not less frequently than annually, and will consultwith the Investment Advisory Board if it proposes to make any material change in its investment strategy or inthe current geographic allocations.CustodianPursuant to a custodian agreement, the Wafra-Pramerica Fund and each of its portfolios will retain The Bankof New York as its Custodian to hold the Real Estate Securities in which the portfolios of the Wafra-PramericaFund are invested. The Custodian is responsible for the safe keeping of these assets, it may execute trades of RealEstate Securities on behalf of the Wafra-Pramerica Fund, it will assist the manager with the calculation of NAVand the incentive fee payable to the Investment Advisor and it will have the authority to retain sub-custodiansor administrators as it determines to be advisable. The custodian will be paid a fee for its services in accordancewith the custodian agreement.G. Shariah ComplianceShariah Supervisory BoardThe Shariah Supervisory Board of the Wafra-Pramerica Fund has approved a screen developed by the InvestmentAdvisor that identifies the “universe” of Real Estate Securities that are viewed as being in compliance with IslamicShariah. The principal Shariah Criteria used in determining what Real Estate Securities are in compliance withIslamic Shariah are the Industry Screen and the Financial Screen. The Shariah Supervisory Board has issueda fatwa relating to the Shariah Criteria. Any changes to the Shariah Criteria are subject to the approval ofthe Shariah Supervisory Board. The Shariah Supervisory Board will also approve for compliance with IslamicShariah all investments by the Wafra-Pramerica Fund in Short-Term Instruments. The structure and operations15

Islamic Global Real Estate Securities Fund SPCof the Wafra-Pramerica Fund will also be reviewed and approved periodically by the Shariah Supervisory Boardto confirm compliance with Islamic Shariah. The Shariah advisors of NBK have reviewed and approved theShariah Criteria.The manager of the Wafra-Pramerica Fund may appoint and remove the members of Shariah Supervisory Board.The Shariah Supervisory Board of the Wafra-Pramerica Fund currently consists of the following members:• Dr. Mohamed A. Elgari - King Abdulaziz University, Jeddah, Saudi Arabia - Dr. Mohamed Ali Elgari is theDirector of the Center for Research in Islamic Economics at King Abdulaziz University in Jeddah. He isalso a member of the OIC Fiqh Council. Dr. Elgari serves as a consultant to Islamic banks and has servedon the consulting committee that counseled the government of Pakistan on the Islamization of its bankingsystem. Dr. Elgari holds a PhD in Economics from the University of California.• Sheikh Nizam Yaquby - Independent Shariah Consultant, Manama, Bahrain - Sheikh Nizam Yaquby is arenowned Shariah scholar and advisor to numerous Islamic banks and companies, including Abu DhabiIslamic Bank, Islamic Investment Company of the Gulf, Bahrain, and the Arab Islamic Bank, Bahrain. Hepursued traditional Islamic studies in Mecca, India and Morocco under the guidance of eminent Islamicscholars including Sheikh Abdullah Al-Farisi and Sheikh Muhammad Saleh al-Abbasi. He has a BA inEconomics and Comparative Religion from McGill University, Montreal, Quebec. He is a PhD candidatein Islamic Law at the University of Wales. Sheikh Yaquby has published several books on Islam and Islamiclaw and is a frequent speaker at Islamic conferences.16

Private Placement MemorandumIV. SUMMARY OF PRINCIPAL TERMSThe following information is presented as a summary and is qualified in its entirety by the Memorandum and Articlesof Association of the Fund, the Subscription Application signed by each investor, the Fund’s agreements with theDistributor, the Fund Administrator, the Fund Manager, the Fund Advisor, Idara International Ltd., The Bank ofNew York, the other information included in this Placement Memorandum, and the Confidential Private PlacementMemorandum of the Wafra-Pramerica Fund. A more detailed description of the Wafra-Pramerica Fund and of aninvestment in the Wafra-Pramerica Fund can be found in the Confidential Private Placement Memorandum of theWafra-Pramerica Fund, which each prospective investor may obtain from the Distributor upon request.FundIslamic Global Real Estate Securities Fund SPC, an open-ended, Shariah-compliant, exempted segregatedportfolio company with limited liability incorporated in the Cayman Islands in March 2008.Investment ObjectiveThe objective of the Fund is to provide its shareholders with long-term growth through investing in a diversifiedportfolio of global Real Estate Securities.The Fund has two Portfolios: the Class A Portfolio and the Class B Portfolio. Investors may invest in eitheror both Portfolios, subject to the approval of the Distributor. Each Portfolio constitutes a separate investmentfund, the assets and liabilities of which will be segregated and separately identifiable from the assets and liabilitiesof the Fund.Substantially all of the assets of the Class A Portfolio will be invested by the Fund in the Class A SegregatedPortfolio of the Wafra-Pramerica Fund. Substantially all of the assets of the Class B Portfolio will be investedby the Fund in the Class B Segregated Portfolio of the Wafra-Pramerica Fund.The Real Estate Securities in which both portfolios of the Wafra-Pramerica Fund invest are intended to complywith the Shariah Criteria and to be geographically diversified, and are not intended to have a focus on anyparticular real estate sector, but there can be no assurance that these objectives will be achieved. Althoughthe Investment Advisor expects the two portfolios of the Wafra-Pramerica Fund to be invested in many of thesame Real Estate Securities, the Investment Advisor also expects there to be differences either in the Real EstateSecurities held in the two portfolios or in the relative amounts invested by the two portfolios in any particularReal Estate Security.The principal difference between these two portfolios is that the Class A Segregated Portfolio of the Wafra-Pramerica Fund may incur Portfolio Leverage on a Shariah-compliant basis. Such Portfolio Leverage wouldbe in addition to any Property Leverage affecting the entities in which the Wafra-Pramerica Fund invests orthe properties of such entities, which Property Leverage is to be in compliance with the Shariah Criteria. TheClass B Segregated Portfolio of the Wafra-Pramerica Fund will not incur any Portfolio Leverage. There are alsodifferences in the fees charged to investors in the two Portfolios.Investors can choose to invest in either Portfolio based on their risk appetite and return objectives. The ClassA Portfolio may produce a higher return if asset values are rising because of the Portfolio Leverage that may beincurred by the corresponding portfolio of the Wafra-Pramerica Fund. Leverage, even if effected on a Shariahcompliantbasis, also increases the risk of loss, so an investment in the Class A Portfolio will carry more risk ifasset values are dropping because of the Portfolio Leverage that may be incurred by the corresponding portfolioof the Wafra-Pramerica Fund.17

Islamic Global Real Estate Securities Fund SPCBoth portfolios of the Wafra-Pramerica Fund and the Portfolios of the Fund may maintain a portion of theirrespective assets in Short-Term Instruments as interim investments pending the making of investments, thefunding of redemptions, the payment of fees and expenses and the making of distributions.Fund StructureThe Fund is a segregated portfolio company incorporated in the Cayman Islands with limited liability. Underthe Companies Law (2007 Revision) of the Cayman Islands, a segregated portfolio company is a single entity,although it may create one or more segregated portfolios within itself to segregate the assets and liabilities of oneportfolio from those of another and/or the general assets and liabilities of the company.The assets of the Fund are either assets held within or on behalf of a Portfolio or are general assets of the Fund.The Fund has created two Portfolios: the Class A Portfolio and the Class B Portfolio. Income, receipts and otherproperty or rights of, or acquired by, the Fund attributable to a Portfolio shall constitute assets of such Portfolio.Liabilities of the Fund attributable to a Portfolio will be discharged from the assets of such Portfolio. Assets ofthe Fund that are not attributable to a Portfolio will constitute a part of the Fund’s general assets and liabilitiesthat are not attributable to a Portfolio and will be satisfied out of the Fund’s general assets.Pursuant to Cayman Islands law, the Board of Directors has established and maintained (or has caused tobe established or maintained) procedures (i) to segregate, and keep segregated, portfolio assets separate andseparately identifiable from general assets; (ii) to segregate, and keep segregated, segregated portfolio assets ofeach segregated portfolio separate and identifiable from the segregated portfolio assets of any other segregatedportfolio; and (iii) to ensure that assets and liabilities are not transferred between the segregated portfoliosotherwise than at full value.Except as otherwise set forth in this Placement Memorandum or otherwise agreed to by the Board of Directors,where the liability of a segregated portfolio company to a person arises or is imposed otherwise than from amatter relating to a particular segregated portfolio, such liability will extend only to, and that person will, inrelation to that liability, be entitled to have recourse only to the segregated portfolio company’s general assets.Where a liability of a segregated portfolio company to a person arises from a matter, or is otherwise imposed,in relation to or attributable to a particular segregated portfolio, such liability will extend only to, and thatperson will, in relation to that liability, be entitled to have recourse only to, firstly, the segregated portfolio assetsattributable to such segregated portfolio and, secondly, the segregated portfolio company’s general assets, to theextent that the segregated portfolio assets attributable to such segregated portfolio are insufficient to satisfy theliability, and to the extent that the segregated portfolio company’s general assets exceed any minimum capitalamounts required by a regulatory body in the Cayman Islands.Management and Administration(a) The initial Board of Directors of the Fund is comprised of:Mohamad W. Khouja, is a graduate of the University of California, Berkeley, and is the Chief ExecutiveOfficer of Wafra Investment Advisory Group, Inc.Anthony Barbuto, is a graduate of Pace University and is the Chief Financial Officer of Wafra InvestmentAdvisory Group, Inc.Robert W. Toan, is a graduate of New York University and is the Managing Director of the StructuredFinance Division, and the General Counsel, of Wafra Investment Advisory Group, Inc.Monir Barakat, is a graduate of the American University of Beirut and is the Managing Director of theBusiness and Product Development Division of Wafra Investment Advisory Group, Inc.18

Private Placement Memorandum(b) National Bank of Kuwait S.A.K., a public joint stock company organized under the laws of Kuwait, is theDistributor of the Shares.(c) NBK Global Asset Management Company Limited, a Cayman Islands exempted company with limitedliability, is the Fund Administrator.(d) Watani Investment Company K.S.C.(c), a closed shareholding company organized under the laws of Kuwait,is a Fund Sub-Administrator.(e) NBK Banque Privée (Suisse) S.A., an anonymous company organized under the laws of Switzerland, is aFund Sub-Administrator.(f) Wafra Capital Partners L.P., a limited partnership organized under the laws of Cayman Islands, is the FundManager.(g) Wafra Investment Advisory Group, Ltd., a Delaware corporation, is the Fund Advisor.(h) Idara International Ltd., a Cayman Islands exempted company with limited liability, is acting as thestructuring advisor to the Fund.(i) Pramerica Investment Management Limited, a private company limited by shares organized under the lawsof the United Kingdom, is the Investment Advisor to the Wafra-Pramerica Fund.(j) The Bank of New York is the Custodian for the Wafra-Pramerica Fund and is providing services to the Fundin the computation of the NAV of the Portfolios and the incentive fee.Share CapitalThe authorized shares of the Fund are as follows: 100 voting management shares of US$1.00 par value eachand 499,000,000 non-voting participating Shares of US$0.0001 par value each. The Fund Manager has beenallotted and issued the 100 management shares of the Fund at par, and such management shares are fully paid.Shares of each Portfolio are generally issuable in series on each Dealing Day. The Fund may issue additionalseries of Shares if needed. The incentive fee (described below) is calculated on a series-by-series basis.SubscriptionsThe minimum initial subscription of an investor in the Class A Portfolio is US$250,000 and the minimuminitial subscription of an investor in the Class B Portfolio is US$25,000, and in multiples of US$10,000 andUS$1,000, respectively. An investor who has invested in Class A Shares or in Class B Shares may make additionalinvestments in such Shares in the minimum amounts of US$10,000 for Class A Shares and US$1,000 forClass B Shares. The Distributor reserves the right in its discretion to accept smaller initial and subsequentsubscription. The subscription amount of a prospective investor is due and payable upon acceptance by theDistributor, on behalf of the Fund, of the Subscription Application of such investor.Distribution PolicyThe Board of Directors may, but does not intend to, pay dividends or make distributions on the Sharesattributable to either Portfolio other than in the event of the liquidation of the Class A Portfolio or the ClassB Portfolio, as applicable. Any returns achieved by a Portfolio will be reflected in the NAV of the Sharesattributable to such Portfolio.19

Islamic Global Real Estate Securities Fund SPCCalculation of NAVThe NAV of each Portfolio and the NAV per Share will be calculated by the Fund Manager based on the valuationof the Real Estate Securities by the Investment Advisor and the valuation of the Short-Term Instruments by theFund Manager as at each Valuation Point. Although the NAV of each Portfolio and the NAV per Share willbe calculated as at each Valuation Point, the calculation may not be finalized until up to 13 Business Days afterthe relevant Dealing Day.The NAV of each Portfolio of the Fund will be calculated by valuing the assets of such Portfolio (includingincome accrued but not collected) and deducting the liabilities of such Portfolio (including a provision forduties and charges and accrued expenses and fees as the Fund Manager deems appropriate).The NAV per Share of a Portfolio shall be calculated by dividing the NAV of the relevant Portfolio by the totalnumber of Shares in issue or deemed to be in issue in the relevant Portfolio on the relevant Dealing Day androunding the resulting total to four decimal places.Investor RedemptionsHolders of Shares may redeem any or all of their Shares on any Dealing Day at the NAV per Share attributableto the relevant Portfolio as of the Redemption Valuation Point on such Dealing Day. Holders seeking to redeemShares are required to submit a Redemption Application to the Distributor not less than 5 Business Daysprior to the relevant Dealing Day. Redemptions of Shares will be deemed to be effected as of the RedemptionValuation Point on the relevant Dealing Day. The minimum amount that may be redeemed in relation tothe Class A Portfolio is US$10,000 and the minimum amount that may be redeemed in relation to the ClassB Portfolio is US$1,000, in each case subject to the limitation that, unless an investor is redeeming its entireinvestment in a Portfolio, a redemption may not reduce an investor’s investment to below US$250,000 in theClass A Portfolio or below US$25,000 in the Class B Portfolio.In addition to the circumstances affecting redemption discussed below, the redemption of Shares attributableto the Class A Portfolio and the Class B Portfolio is subject to the ability of such Portfolios to redeem shares ofthe corresponding portfolios of the Wafra-Pramerica Fund. As a result, any limitations or restrictions placed onredemptions of shares of such portfolios of the Wafra-Pramerica Fund would affect the ability of investors in theClass A Portfolio or the Class B Portfolio, as applicable, to redeem their Shares.Redemption payments are expected to be made to redeeming investors not later than 3 Business Days followingcalculation of NAV.A subsequent audit of the NAV of a Portfolio as of a Dealing Day may indicate a difference between suchaudited NAV and the NAV determined as of such Dealing Day and based on which a redemption amount wascomputed and paid. It is not expected that such differences will be material, and there will be no adjustmentto the redemption amount (or the related redemption fee, if applicable) as a result of such audit, regardless ofwhether an adjustment would be in favor of an investor or in favor of the Fund.Suspension of Valuation, Issuance and RedemptionThe Fund Manager will have the authority to suspend temporarily the calculation of the NAV of a particularPortfolio of the Fund and the issuance and redemption of Shares relating to such Portfolio in circumstancesin which the Fund Manager believes such suspension is in the best interest of the Fund or such Portfolio.Notwithstanding anything to the contrary contained within this Placement Memorandum, the Fund Managerhas the authority to cause the Fund to suspend the issuance and redemption of Shares in whole or in part duringany period when: (i) any stock exchange on which a substantial part of securities owned by the Fund traded isclosed, otherwise than for ordinary holidays, or dealings thereon are restricted or suspended; (ii) there exists any20

Private Placement Memorandumstate of affairs that, in the opinion of the Fund Manager, constitute a state of emergency or period of extremevolatility as a result of which (A) disposal of securities or other Fund assets would not be reasonably practicableor might seriously prejudice the shareholders of the Fund or (B) it is not reasonably practicable for the Fundto determine fairly a Portfolio’s NAV; (iii) in the case of redemptions, none of the requests for redemption thathave been made may be lawfully satisfied by the Fund in U.S. dollars; (iv) there is a breakdown in the meansof communication normally employed in determining the prices of a substantial part of the investments of theFund; (v) any issuance or redemptions would, in the opinion of the Fund Manager, result in a violation by theFund, the Fund Manager or any of their respective affiliates, employees, agents or representatives of the antimoney-laundering,securities or other applicable laws or regulations of any applicable jurisdiction; or (vi) anevent has occurred and is continuing which may cause the liquidation and dissolution of the Fund.Term and Fund RedemptionThe Fund has an unlimited life, but the Fund Manager, in consultation with the Board of Directors, may at anytime, by giving not less than 30 days notice to the Fund’s shareholders, redeem the Shares in either Portfolioor both Portfolios then outstanding, in whole or in part, at the NAV per Share prevailing on the date ofredemption. Any partial redemption of the Shares of a Portfolio will be pro rata.Transfers and SuccessionVoluntary transfers of Shares in the Fund are not permitted unless approved by the Distributor in its solediscretion and in accordance with the Articles. Transfers by operation of law to heirs, beneficiaries, executors,administrators, personal representatives, trustees and successors of a deceased shareholder are permitted, subjectto the Articles. The terms and conditions of each shareholder’s Subscription Application, which incorporates byreference the terms and conditions of this Placement Memorandum and the Articles, shall be binding upon theheirs, beneficiaries, executors, administrators, personal representatives, trustees and successors of each shareholder,and each shareholder agrees that the conditions and limitations set forth in this Placement Memorandum shallnot be terminated automatically upon the death, disability or incapacity of the shareholder.CurrencyThe Shares in the Fund will be denominated in U.S. dollars.LeverageThe Investment Advisor may elect to incur Portfolio Leverage in relation to the investment of the Class APortfolio of the Wafra-Pramerica Fund in Real Estate Securities. All Portfolio Leverage must utilize Shariahcompliantstructures and may not exceed 30% of the value of the Real Estate Securities (determined at the timesuch leverage is implemented). The Investment Advisor will not be obligated to reduce any Portfolio Leveragethat is implemented if such Portfolio Leverage exceeds the foregoing 30% limitation as a result of a decreasein the value of the Real Estate Securities or as a result of Share redemptions by investors. Portfolio Leverageobtained by the Wafra-Pramerica Fund in relation to its Class A Portfolio would be in addition to PropertyLeverage affecting the entities in which the Wafra-Pramerica Fund invests or the properties of such entities,which Property Leverage is to be in compliance with the Shariah Criteria. The Class B Portfolio of the Wafra-Pramerica Fund will not have any Portfolio Leverage under any circumstances, but its investments in Real EstateSecurities may be subject to Property Leverage. All leverage (whether Portfolio Leverage or Property Leverage)is expected to be in compliance with the Shariah Criteria.Changes to Investment Objectives, Policies and ProceduresThe investment objective or policy of each Portfolio may be altered in the discretion of the Fund Manager. Inthe event of a material change of the investment objective and/or policy of a Portfolio or of a portfolio of the21

Islamic Global Real Estate Securities Fund SPCWafra-Pramerica Fund, shareholders of the relevant Portfolio will be given reasonable notice of such changeto enable them to redeem their Shares, if they so wish, prior to implementation of such a change (redemptionbeing their sole right in response to such change).ReportsThe financial year of the Fund ends on December 31. The Fund will issue audited financial statements for eachPortfolio after year end, together with a report on the activities of the Fund for such year.IndemnityThe Fund, on behalf of each of its Portfolios, will indemnify and hold harmless each of the Distributor, the FundAdministrator and the Fund Manager and the other Indemnified Persons from and against any and all losses,claims, damages, expenses or liabilities (including attorney’s fees and expenses) incurred by such IndemnifiedPerson in connection with each Portfolio’s activities, unless such losses, claims, damages, expenses or liabilitiesarise from such Indemnified Person’s willful malfeasance, bad faith or gross negligence, unless otherwise agreedby the Fund and the Indemnified Person. The indemnity given by the Fund on behalf of each of its Portfoliosshall be enforceable only against the assets of the Portfolio in relation to which such liability arose.The Fund will indemnify any Director that incurs personal liability for the liabilities of the Fund and any of itsPortfolios in respect of any act, matter, deed, agreement, contract, instrument or arrangement that is bindingon or for the benefit of a Portfolio or Portfolios, except in the case of willful misconduct, gross negligence orcriminal wrongdoing by such Director.Anti-Money Laundering RequirementsAs a Cayman Islands segregated portfolio company, the Fund is subject to the anti-money laundering provisionsof the Cayman Islands. It is a condition of each subscription that the Distributor verify the identity of its clientsand the source of the funds used to invest in the Fund. The submission of a Subscription Application willconstitute a warranty from the applicant that such Subscription Application and the related remittance of fundswill not in any way breach any rules and regulations designed to avoid money laundering. Each applicant mustprovide verification of identification to the satisfaction of the Distributor and further undertake to provide anyadditional verification or information that may be requested by the Distributor or become necessary because ofchanges in relevant legislation. Any obligation of the Distributor or the Fund to allot Shares to an applicant isconditional upon the Distributor being provided with such information and evidence of identity. In the eventof a delay or failure of an applicant to produce satisfactory information required for verification purposes, theDistributor may refuse to accept the Subscription Application, the Subscription Application will be deemedto have lapsed and any allotment of Shares to such applicant will be cancelled. Any funds provided by suchapplicant will be returned without interest or other compensation, less costs and expenses of the Distributor andthe Fund. The foregoing requirements and conditions are applicable to any proposed transferee of Shares. UnderCayman Islands law, any person who knows or suspects that a payment to the Fund (by way of subscription orotherwise) is the proceeds of criminal conduct is required to report such information and such report shall notbe treated as a breach by such person of any restrictions imposed on such person by law or otherwise on thedisclosure of information.FeesSubscription FeeEach investor subscribing for Shares attributable to the Class A Portfolio will pay a subscription fee to theDistributor of 2.25% of the subscription amount, and each investor subscribing for Shares attributable tothe Class B Portfolio will pay a subscription fee to the Distributor of 2.50% of the subscription amount. Thesubscription fee is applicable to the initial subscription and each subsequent subscription of an investor for22

Private Placement MemorandumShares. The Distributor has the authority to reduce the amount of the subscription fee in its discretion.Redemption FeeEach investor in Shares attributable to the Class B Portfolio will pay a redemption fee to the Distributor inrelation to the Shares that are redeemed by such investor. The redemption fee equals (i) 100 basis points timesthe redemption proceeds received by an investor in relation to a redemption requested during the first yearafter the date of such investor’s initial investment in the Class B Portfolio (the “Initial Investment Date”); (ii)80 basis points times the redemption proceeds received by such investor in relation to a redemption requestedduring the second year after the Initial Investment Date; (iii) 60 basis points times the redemption proceedsreceived by such investor in relation to a redemption requested during the third year after the Initial InvestmentDate; (iv) 40 basis points time the redemption proceeds received by such investor in relation to a redemptionrequested during the fourth year after the Initial Investment Date; and (v) 20 basis points times the redemptionproceeds received by such investor in relation to a redemption requested during the fifth year after InitialInvestment Date. No redemption fee is payable for any redemption requested after the fifth anniversary of theInitial Investment Date. No redemption fee will apply to redeeming holders of Class A Shares.Management and Advisory FeeThe Fund, on behalf of each Portfolio, will pay the Fund Manager and the Fund Advisor a combined managementand advisory fee equal to 1.35% per annum on the NAV of the Class A Portfolio and 1.45% per annum onthe NAV of the Class B Portfolio. This management and advisory fee will be computed and accrued monthlybased on the NAV of such Portfolio on each Dealing Day and will be paid quarterly in arrears. This fee will beallocated by the Fund Manager and the Fund Advisor in their discretion.Administration FeeThe Fund, on behalf of each Portfolio, will pay the Fund Administrator an administration fee equal to 6basis points per annum on the NAV of each Portfolio, computed and accrued as at each Dealing Day andpayable quarterly in arrears. The Fund Administrator will compensate the Fund Sub-Administrators for theadministrative services they render.Structuring FeeEach Portfolio of the Fund will pay Idara International Ltd. a structuring fee in an amount equal to 1% of thecapital raised by such Portfolio as of the date on which Shares of such Portfolio are initially issued.Incentive FeeThe Fund, on behalf of the Class A Portfolio, will pay the Fund Manager an incentive fee, calculated and payableon a monthly basis in relation to each series of Shares attributable to the Class A Portfolio, and taking intoconsideration the “high water mark” applicable to such series of Shares, equal to 20% of any increase in NAVabove a 12% annual increase in NAV. The Fund, on behalf of the Class B Portfolio, will pay the Fund Manageran incentive fee, calculated and payable on a monthly basis in relation to each series of Shares attributable to theClass B Portfolio, and taking into consideration the “high water mark” applicable to such series of Shares, equalto 20% of any increase in NAV above a 10% annual increase in NAV. The incentive fee will be calculated afterpayment of all other fees payable by the Fund, including the management fee. If the Fund has insufficient cashto pay the incentive fee, the Fund Manager may allow the incentive fee to accrue or it may have the Custodianliquidate Real Estate Securities to obtain the cash needed to pay the incentive fee. The aggregate incentive feecalculated for each Portfolio will be allocated in a manner that will result in each holder of Shares attributableto a Portfolio paying a pro rata portion of such aggregate incentive fee based on such holder’s share of suchPortfolio rather than on the return obtained by such holder from its investment in such Portfolio.Wafra-Pramerica Fund. The Wafra-Pramerica Fund will pay certain fees to its manager, its advisor and theInvestment Advisor for their respective services to such fund, as more fully described in the Confidential PrivatePlacement Memorandum of the Wafra-Pramerica Fund, which each prospective investor may obtain from theDistributor upon request.23

Islamic Global Real Estate Securities Fund SPCCosts and ExpensesThe Fund, on behalf of the Portfolios, will be responsible for all investment-related fees, expenses and costsincurred by the Fund, the Fund Manager, the Fund Administrator, the Fund Advisor and other advisors andservice providers in connection with the investment and administrative activities of the Fund, as well as all legal,accounting, filing and other expenses associated with forming the Fund. The maximum expense amount to bepaid by the Fund on behalf of the Portfolios in connection with its establishment is US$300,000. All such fees,costs and expenses, if not applicable only to a single Portfolio or to the Fund, will be allocated to the Portfoliosbased on their relative size at the time such fee, cost or expense was incurred or is paid, as determined by theFund Manager.The Fund may elect to amortize the fees and expenses incurred in establishing the Fund over a 60 monthperiod or such other period of time as may be selected by the Fund Manager. The Fund Manager believes thatamortizing such expenses in this manner is in conformance with industry standards and is more equitable thanexpensing the entire amount during the first year of operations, as is required by generally accepted accountingprinciples. Accordingly, the auditor’s opinion on the Fund’s financial statements may contain a qualification toreflect this treatment.Fund Legal CounselKing & Spalding LLP, New York CityCayman Islands Legal Counsel to the FundMaples and Calder, Cayman IslandsAuditorsEisner LLP24

Private Placement MemorandumV. TAX AND ANTI-MONEY LAUNDERING CONSIDERATIONSINVESTORS SHOULD CONSULT THEIR PROFESSIONAL ADVISORS ON THE POSSIBLE TAXCONSEQUENCES OF PURCHASING, HOLDING, SELLING OR REDEEMING SHARES UNDERTHE LAWS OF THEIR COUNTRIES OF CITIZENSHIP, RESIDENCE, ORDINARY RESIDENCEOR DOMICILE, PARTICULARLY AS SUCH CONSEQUENCES ARE LIKELY TO DIFFER AMONGDIFFERENT INVESTORS.Cayman Islands Tax ConsiderationsUnder the system of taxation presently in force in the Cayman Islands, no taxes will be chargeable on anyincome, profits or capital gains of the Fund. There are no withholding taxes currently levied in the CaymanIslands on remittances that may be made from the Fund to investors by way of dividends or redemptions oron liquidation. The Fund is an exempted company under Cayman Islands law. The Fund will apply to theGovernor-in-Cabinet of the Cayman Islands in order to receive an undertaking that, in accordance with section6 of the Tax Concessions Law (1999 Revision), for a period of 20 years from the date of the undertaking, no lawthat is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciationsshall apply to the Fund or its operations and, in addition, that no tax to be levied on profits, income, gainsor appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on the shares,debentures or other obligations of the Fund or (ii) by way of withholding in whole or in part of a payment ofdividend or other distribution of income or capital by the Fund to its members or a payment of principal orinterest or other sums due under a debenture or other obligation of the Fund.If the retention of the Shares relating to a Portfolio by a holder of such Shares would adversely affect the tax orlegal status of the Fund or otherwise subject the Fund or its agents to potential liability, the Fund may, in itssole discretion at any time require the redemption or transfer of all or any part of such Shares in such Portfolio,upon ten days prior written notice, or less if required by law. In addition, should the representations andwarranties made by a shareholder in its Subscription Application prove to be incorrect in any material respect,the Fund may, in its sole discretion at any time require the redemption of all or any part of the Shares of suchShareholder.Kuwait Tax ConsiderationsUnder the system of taxation presently in force in Kuwait, no taxes will be chargeable on any income, profits orcapital gains of the Fund. There are no withholding taxes levied in Kuwait on remittances that may be madefrom the Fund to investors by way of dividends or redemptions or on liquidation.Cayman Islands Anti-Money Laundering RegulationsIn order to comply with regulations aimed at the prevention of money laundering, the Fund will require allprospective investors to provide evidence to verify their identity and source of funds (unless in any particularcase the Board of Directors of the Fund is satisfied that an exemption applies under the Money LaunderingRegulations (2006 Revision) of the Cayman Islands (the “Regulations”)). Depending on the circumstancesof each Subscription Application, a detailed verification of identity might not be required where: (i) theapplicant makes payment for the applicant’s investment from an account held in the applicant’s name at arecognized financial institution; (ii) the applicant is regulated by a recognized regulatory authority and is basedor incorporated in, or formed under the law of, a recognized jurisdiction; or (iii) the application is madethrough an intermediary which is regulated by a recognized regulatory authority and is based or incorporatedin, or formed under the law of, a recognized jurisdiction.For the purposes of these exceptions, recognition of a financial institution, regulatory authority or jurisdictionwill be determined in accordance with the Regulations by reference to those jurisdictions recognized by theCayman Islands as having sufficient anti-money laundering regulations.The Fund also reserves the right to request such information as is necessary to verify the source of the payment25

Islamic Global Real Estate Securities Fund SPCor investment made by an investor. The Fund may refuse to accept the Subscription Application and thesubscription monies if an applicant for Shares delays in producing or fails to produce any information requiredfor purposes of verification of identity or source of funds and, in that event, the Fund will return the subscriptionmonies to the applicant, without interest, profit or other compensation and at the expense of the applicant.If any person resident in the Cayman Islands knows or suspects that another person is engaged in moneylaundering or knows, suspects or has reasonable grounds to suspect that another person is involved in terroristactivity or with terrorist property and the information for that knowledge, suspicion or grounds for suspicioncame to their attention in the course of their business, the person will be required to report such knowledge,suspicion or grounds for suspicion (as applicable) to either (i) the Financial Reporting Authority of the CaymanIslands, pursuant to the Proceeds of Criminal Conduct Law (2007 Revision) of the Cayman Islands if thedisclosure relates to money laundering, or (ii) to a police officer of the rank of constable or higher pursuant tothe Terrorism Law 2003 of the Cayman Islands if the disclosure relates to involvement with terrorist activityor terrorist property. Such a report shall not be treated as a breach of confidence or of any restriction upon thedisclosure of information imposed by any enactment or otherwise.26

Private Placement MemorandumVI. CERTAIN RISK FACTORSGeneralThe risks of an investment in the Fund arise from, but are not limited to, the following: (i) the risks associatedwith investments in portfolios that will be investing in real estate and real estate-related assets generally, (ii)the risks associated with investments in publicly-traded securities, (iii) the risks associated with achieving theinvestment objectives, (iv) the risks associated with investing in global markets including emerging economiesand (v) tax risks. Such risks include, but are not limited to, those discussed below.As a general risk, the NAV per Share is subject to pricing fluctuation that may result in shareholders losingmoney from their investment in the Fund. Also, investing in securities of companies of different nations anddenominated in different currencies involves a number of risks. The value of the Shares could be affectedby any fluctuation in currency exchange rates or by any changes to exchange control regulations, changes intax laws (including withholding taxes) and changes in governmental administration or policies. The marketsin some countries in which investments are made may be less liquid and more volatile. Investing in theequity of companies in developing countries involves exposure to economies that are generally less diverse andmature, and to political systems which can be expected to have less stability than those of developed countries.In addition, accounting and reporting standards vary among countries and there may be less informationavailable in developing countries than in developed countries. Historical experience indicates that the marketsof developing countries have been more volatile than the markets of developed countries.These risk factors and other risk factors are discussed below:A. Nature of Real Estate IndustryAn investment in the Shares of the Fund is subject to certain risks associated with an investment in the realestate industry in general. The value of the Fund’s investments, and consequently, the NAV of an investor’sShares, may be adversely affected by, among other things, declines in the value of real estate, the supplyand demand for real estate, risks related to general and local economic conditions, overbuilding, extendedvacancies of properties, increases in competition, changes in zoning law and interest rate risks that mayaffect the general real estate market.B. Investment in Real Estate SecuritiesSubstantially all of the assets of both portfolios of the Wafra-Pramerica Fund will be comprised of RealEstate Securities. Such securities are likely to be risky or volatile given their exposure to the public securitiesmarkets. The success of investing in public securities markets will largely depend on correctly assessingthe future course of price movements of stocks and other securities. There can be no assurance that theInvestment Advisor will be able to predict accurately these price movements, as such prices may fluctuatefor a variety of unpredictable reasons, including economic, political and issuer specific events.C. Risks Associated with Real Estate Development ProjectsSome investments by the Wafra-Pramerica Fund in Real Estate Securities may involve underlyinginvestments in real estate development projects that present their own risks. Investments in developmentprojects may require the approval of certain local governmental authorities and may, in some cases, requireconsents of third parties. There can be no assurance that any such approvals and consents will be obtainedon a timely basis, if at all. The need to obtain such approvals and consents and otherwise to complywith regulatory requirements may cause significant delays in the development or investment process,exacerbating the risk that changes in the local market will render an investment economically unattractive.In addition, regulatory enactments, including various permitting or licensing requirements, or changesin their interpretation by the competent authorities, may impact the Wafra-Pramerica Fund’s indirectinvestment in development projects.27

Islamic Global Real Estate Securities Fund SPCD. Leverage RiskThe Real Estate Securities in which the Portfolios invest through an investment in the portfolios of theWafra-Pramerica Fund may be issued by companies that have leveraged their investments, and suchleveraging may be on a conventional basis in amounts consistent with limitations imposed by the ShariahCriteria. In addition, the Class A Segregated Portfolio of the Wafra-Pramerica Fund may elect to leverageits investments at the portfolio level using leveraging structures that comply with guidelines approved bythe Shariah Supervisory Board. The use of leverage creates an opportunity for increased net income, butat the same time involves a high degree of financial risk and may increase the exposure of a Portfolio andits investments to factors such as rising financing rates or costs of leverage, downturns in the economy, adecrease in the availability of leverage and deterioration in the condition of the investment collateral.E. Currency RiskInvestors will pay the subscription price of the Shares in U.S. dollars. Investments of the Wafra-PramericaFund in certain countries, however, will be denominated in currencies other than U.S. dollars, and therevenues generated by such investments will be in such other currencies. As a result of these arrangements,if a property is located in a country in which the currency is not U.S. dollars, investors will be subject tothe risk of changes in currency exchange rates, risks of restrictions or prohibitions on exchanging localcurrencies for U.S. dollars and other similar currency‐related risks. The Wafra-Pramerica Fund may enterinto arrangements to protect against such risks, provided such arrangements are in compliance with theShariah Criteria, and in any event, any such possible arrangements should not be viewed as eliminating thecurrency risks described in this section.F. Developing Country Market Conditions, Asian Real Estate Securities and Other Foreign CountryRisksA significant portion of the assets of the Wafra-Pramerica Fund may be held in securities issued bycompanies in developing countries. Securities markets in most developing countries lack the sophisticationand transparency that characterizes the securities markets of developed countries. As a result, there is noguarantee that the Wafra-Pramerica Fund will readily be able to set appropriate purchase or sale prices forthe securities of companies in developing countries.The value of the investments of the Wafra-Pramerica Fund may be adversely affected by political, economicand social uncertainties typically associated with investing in developing countries. Certain developmentsbeyond the control of the Wafra-Pramerica Fund, such as the possibility of nationalization, expropriations,confiscatory taxation, political changes, government regulation, social instability, diplomatic disputes orother similar developments, could adversely affect the value of such investments.It is anticipated that a large percentage of the Wafra-Pramerica Fund’s investments will be in publiclytradedAsian real estate securities. While the Wafra-Pramerica Fund expects that this investment strategywill generate high total returns, it also expects that such a strategy will expose the portfolios to highervolatility as Asian real estate securities have demonstrated significant volatility in the past.The governments of certain developing countries such as in Asia continue to exercise substantial influenceover many aspects of the private sector. The availability of investment opportunities therefore depends inpart on those governments continuing to liberalize policies regarding foreign investment, and this presentsa risk to the Wafra-Pramerica Fund given the large expected allocation of its assets in Asian countries.Risks associated with the legal system of countries in which the Wafra-Pramerica Fund may investinclude: (i) inconsistencies between and among laws, government, and ministerial orders and resolutions;(ii) conflicting local, regional and federal rules and regulations; (iii) the lack of judicial or administrativeguidance on interpreting the applicable rules; (iv) the untested nature of the independence of the judiciaryand its immunity from economic, political or nationalistic influences; (v) the relative inexperience of judgesand courts in interpreting legal norms; and (vi) a high degree of discretion on the part of governmentalauthorities. Any or all of these factors could adversely affect the value of the Wafra-Pramerica Fund’sinvestment in such countries.28

Private Placement MemorandumG. Taxation, Changes in Tax Law and Segregated PortfoliosThe Fund and the Wafra-Pramerica Fund will attempt to structure their investments in a manner thatis generally tax-efficient for investors. There is no guarantee, however, that these structures will be taxefficientor that any particular tax result will be achieved.There may be future changes in tax laws resulting from legislative, administrative or judicial decisions, anyof which may have adverse tax consequences on an investment in the Shares. Any such change may or maynot be retroactive to a time preceding its occurrence.Each of the Fund and the Wafra-Pramerica Fund is established as a segregated portfolio company underCayman Islands law. As a matter of Cayman Islands law only, the assets of one segregated portfolio are notavailable to meet the liabilities of another. However, the Fund is a single legal entity which may operateor have assets held on its behalf or be subject to claims in other jurisdictions which may not necessarilyrecognize such segregation and, in such circumstances, there is a risk that the assets of a segregated portfoliomay be applied to meet the liabilities of another segregated portfolio whose assets are exhausted.Where more than one class and/or series of Shares is issued in respect of a particular segregated portfolioof the Fund or the Wafra-Pramerica Fund, holders of such classes or series of Shares may be compelled tobear the liabilities incurred in respect of the other classes or series of such segregated portfolio, which suchholders do not themselves own, if there are insufficient assets in respect of the other classes or series tosatisfy those liabilities. Accordingly, there is a risk that liabilities of one class or series within a particularsegregated portfolio may not be limited to that particular class or series and may be required to be paid outof one or more other classes or series of that particular segregated portfolio.H. Risks of Compliance with Shariah CriteriaThe Wafra-Pramerica Fund will make securities investments that seek to be in compliance with IslamicShariah, which may limit the types of securities in which the Wafra-Pramerica Fund may invest. Forexample, certain types of tenants and certain types of businesses may render an investment in a particularsecurity unacceptable for the Wafra-Pramerica Fund. These factors may limit the investment opportunitiesof the Wafra-Pramerica Fund and, in turn, may adversely impact the returns to investors. There is also arisk that the Fund may inadvertently invest in securities that violate the Shariah Criteria. For example, acompany, subsequent to the Wafra-Pramerica Fund’s investment in it, may purchase a business that violatesthe Shariah Criteria. Such investments would have to be divested in accordance with the purificationpolicies approved by the Shariah Supervisory Board, and such divestments may adversely impact thereturns to shareholders. In addition, although the manager of the Wafra-Pramerica Fund will endeavorto ensure that the investments made by the Wafra-Pramerica Fund comply with the Shariah Criteria, noassurance can be given that all of such investments will at all times conform to such criteria or that suchcriteria will be acceptable to other Shariah advisors, including any Shariah advisors as may be consultedby an investor.I. Diversification and Asset Allocation RisksThe Investment Advisor will not be bound in its investment decisions by any caps on allocation of fundsto a specific country or a specific type of security. Therefore, the Wafra-Pramerica Fund, and in turn, theFund, could become overexposed to a specific company or a specific market or a specific currency, or theWafra-Pramerica Fund could experience other risks that are associated with a lack of diversification. Suchoverexposure or lack of diversification could present risks of losses for investors.J. Limited Operating History, Competition and Risks Associated with RedemptionsThe Investment Advisor has experience in investing in Real Estate Securities. Nevertheless, the Wafra-Pramerica Fund is a newly-formed entity with no operating history. Accordingly, an investment in theFund entails a high degree of risk as substantially all of the assets of the Fund will be invested in the Wafra-Pramerica Fund. There can be no assurance that the Fund or the Wafra-Pramerica Fund will achieve its29

Islamic Global Real Estate Securities Fund SPCinvestment objective. There exists a possibility that an investor could suffer a substantial or total loss asa result of an investment in the Fund. There is no market for investments in the Fund and, accordingly,investments in the Fund may be disposed of only through the redemption procedures described elsewherein this Placement Memorandum.There are various other entities that compete with the Wafra-Pramerica Fund in the trading of andinvestment in Real Estate Securities. Some of these competitors have been in existence for some timeand have established track records. The Wafra-Pramerica Fund will be competing with others who maybe more experienced and have greater financial resources than the Wafra-Pramerica Fund. There canbe no guarantee that the Wafra-Pramerica Fund will be able to compete successfully against current orfuture competitors or that increased competitive pressures on the Wafra-Pramerica Fund will not have amaterially adverse effect on the Wafra-Pramerica Fund’s business, financial condition, trading performanceand/or prospects.The ability of an investor to redeem Shares of the Fund will be subject to the ability of the Fund to redeemits shares of the Wafra-Pramerica Fund. In certain circumstances, market conditions or disruptions maydelay the redemption of Shares by an investor. Holders of Shares must be willing and able to wait for anindefinite period of time to receive a total return on their capital.K. Dependence on the Investment Advisor of the Wafra-Pramerica FundAll decisions relating to investments in Real Estate Securities of the Wafra-Pramerica Fund will be madeby the Investment Advisor. Shareholders will have no right or power to take part in the InvestmentAdvisor’s selection of the Real Estate Securities in which the Wafra-Pramerica Fund invests. As a result, thesuccess of the Fund will depend largely upon the ability of the Investment Advisor to identify investmentopportunities and its ability to administer, monitor, dispose of such investments. If the Investment Advisorwere to become unable to perform its duties to the Wafra-Pramerica Fund, the consequences to the Wafra-Pramerica Fund, and in turn to the Fund, would be material and adverse and could lead to its prematuretermination.L. Achievement of Investment Objectives and Incentive Fee RisksNo guarantee or representation is made that either Portfolio will be successful in achieving its investmentobjectives. The Wafra-Pramerica Fund’s investment program may include investment practices (i.e.,limited diversification) because of Shariah restrictions, which practices can, in certain circumstances, havea negative impact on the returns obtained by the Wafra-Pramerica Fund and, in turn, by the Fund.The incentive fee will be calculated by the Fund in relation to each Portfolio in a manner that will resultin each investor in a Portfolio incurring a portion of the aggregate incentive fee based on such investor’sportion of such Portfolio rather than based on the results of such investor’s investment in such Portfolio.This method of incentive fee allocation could result in an investor incurring a share of the aggregateincentive fee that may be greater than, or less than, the incentive fee that would be incurred by suchinvestor if the incentive fee were calculated in a manner based solely on the performance of such investor’sinvestment in the Portfolio.30

Private Placement MemorandumVII. POTENTIAL CONFLICTS OF INTERESTThe following is a description of some of the potential and actual conflicts that are present in the structure of theFund and the relationships of the Fund Manager, the Distributor, the Fund Administrator, the Fund Advisor, theInvestment Advisor, their respective affiliates and the investors to the Fund and to one another. This section brieflysummarizes some of these conflicts, but is not intended to be an exhaustive list of such conflicts.The Fund will be subject to a number of actual and potential conflicts of interest involving the Fund Manager,the Distributor, the Fund Administrator, the Fund Advisor and their respective affiliates, members, agentsand employees. However, the Fund Manager, the Distributor, the Fund Administrator, the Fund Advisor andeach of their respective affiliates, members, agents and employees will have substantial incentives to see thatthe Fund investments appreciate in value, and merely because an actual or potential conflict of interest existsdoes not mean that it will be acted upon to the detriment of the Fund or the Fund’s investments.The Fund Manager, the Distributor, the Fund Administrator and the Fund Advisor may serve in similar capacitiesor as investment manager or investment advisor to other funds and other client accounts (“Related Funds”)and conduct investment activities for their own accounts. Such Related Funds may have investment objectivesor may implement investment strategies similar to those of the Fund. The Fund Manager, the Distributor, theFund Administrator and the Fund Advisor, and any partner, member, manager, director, officer, shareholder,affiliate or employee of the Fund Manager, the Distributor, the Fund Administrator or the Fund Advisor,may engage directly or indirectly in other business ventures or commercial dealings, independently or withothers, including, but not limited to, managing other accounts; investing in, or financing, the acquisitionand disposition of securities; providing investment and management counseling; providing brokerage services;serving as directors, managers, members, officers, advisors or agents of other companies; serving as partners ofany partnership, or trustee of any trust; or entering into any other commercial arrangements, whether or notsuch activities conflict with or are adverse to any interest of the parties with respect to the Fund. The Fundwill have no rights in or to such activities or any profits derived in such activities. None of the Fund Manager,the Distributor, the Fund Administrator or the Fund Advisor, or any of their respective partners, members,managers, directors, officers, shareholders, affiliates or employees shall have any obligation or responsibilityto disclose or refer to the Fund any investment or other opportunities such person obtains through suchactivities, but may refer the same to any other party or keep such opportunities for its own benefit. The FundManager, the Distributor, the Fund Administrator or the Fund Advisor, and their respective partners, members,managers, directors, officers, shareholders, affiliates and employees, are authorized to engage in activities with,or to purchase, sell or otherwise deal or invest in securities issued by, companies in which the Fund Manager, theDistributor, the Fund Administrator or the Fund Advisor might from time to time invest or be able to invest orotherwise have any interest on behalf of the Fund.Conflicts of interest exist in the structure and operation of the Fund’s business. Fees that are to be earned bythe Fund Manager, the Distributor, the Fund Administrator and the Fund Advisor or other parties (as describedin this Placement Memorandum and set forth in their respective agreements with the Fund), may not havebeen set by “arms-length” negotiation. There can be no assurance that such consideration is comparable to theconsideration that other investment parties in a similar situation would charge. However, the Fund believes thatsuch consideration is justified in light of the structure of the Fund, the investment program and the investorbase.The Fund Manager, the Distributor, the Fund Administrator and the Fund Advisor and their respective affiliatesare not prohibited or constrained from conducting investment banking, commercial banking, investmentadvisory, fund raising, brokerage, sales, trading, financing, consulting or other businesses with any of theentities, or issuers of securities or other investments, in which the Fund may indirectly invest. Further, theFund Manager, the Distributor, the Fund Administrator and the Fund Advisor are not required to disclose tothe shareholders of the Fund such activities of the Fund Manager, the Distributor, the Fund Administrator andthe Fund Advisor or their respective affiliates.The Fund Manager, the Distributor, the Fund Administrator and the Fund Advisor (and their principals,members or affiliates) may have conflicts of interest in allocating their time and activity between the Fund and31

Islamic Global Real Estate Securities Fund SPCother entities, and in effecting transactions for the Fund and other entities, including ones in which the FundManager, the Distributor, the Fund Administrator or the Fund Advisor and their respective principals may havea greater financial interest.The Fund Manager, the Distributor, the Fund Administrator and the Fund Advisor will use their commerciallyreasonable efforts in connection with the purposes and objectives of the Fund and will devote so much of theirrespective time and effort to the affairs of the Fund as may, in their judgment, be necessary to accomplish thepurposes of the Fund.The Investment Advisor and its principals may conduct any other business including any business within thesecurities industry. Without limiting the generality of the foregoing, the Fund Manager, the Distributor, theFund Administrator or the Fund Advisor, and their respective members or affiliates may act as investmentmanager or investment advisor for others, may manage funds or capital for others, may have, make and maintaininvestments in its own name or through other entities and may serve as an officer, director, consultant orstockholder of one or more investment funds, securities firms or advisory firms. It may not always be possibleor consistent with the investment objectives of the various persons or entities described above and of the Fundfor the same investment positions to be taken or liquidated at the same time or at the same price.32