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

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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
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