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

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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
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