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

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