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

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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
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