DUNDEE INTERNATIONAL REAL ESTATE INVESTMENT TRUST ...

condominium units, nursing homes or retirement homes. This investment restriction will not apply to:
(a) passive real estate investments made by DRC or any of its affiliates which are each less than $10
million and represent less than a 25% interest in the real property; (b) investments in properties that do
not meet the investment criteria of the REIT; (c) investments in any property that will be used as office
space by DRC or any affiliates; (d) investments made on behalf of fiduciary, managed or client accounts;
(e) investments that result from the realization of a loan secured by the property; and (f) investments
made by any affiliate of DRC that is a public company or any Subsidiaries or affiliates of such public
companies (other than DRC and its direct Subsidiaries).
The Non-Competition Agreement provides that DRC and its affiliates are no longer be bound by the
terms of the Non-Competition Agreement when DRC is no longer our asset manager or, in the case of any
affiliate, when such entity has ceased to be an affiliate of DRC.
INVESTMENT GUIDELINES AND OPERATING POLICIES
Our investment and operating activities are limited because our operating business is carried out by our
Subsidiaries and the Dundee FCPs. The investment guidelines governing our investments in real estate
and other assets and the operating policies governing our investments are set out below.
Investment Guidelines
Pursuant to the Declaration of Trust and other documents governing us, our assets may be invested only
in accordance with the following investment guidelines:
1. the REIT will only invest in units, notes and securities of its Subsidiaries, the Dundee FCPs and
Lorac, amounts receivable in respect of such units, notes and securities, cash and similar deposits
in a Canadian chartered bank or trust company and, subject to certain limitations summarized in
paragraph 2 below, such other investments as the Trustees deem advisable from time to time;
2. the REIT will not make, or permit any of its Subsidiaries or the Dundee FCPs to make, any
investment that could result in:
(a) the Units being disqualified for investment by Plans;
(b) the REIT or any of its Subsidiaries or the Dundee FCPs being liable under the Tax Act to
pay a tax imposed under either paragraph 122(1)(b), subsection 197(2) or Part XII.2 of
the Tax Act; or
(c) the REIT ceasing to qualify as a “mutual fund trust” for purposes of the Tax Act;
3. Subsidiaries of the REIT and the Dundee FCPs may only invest in revenue producing real
properties or assets or assets ancillary thereto located outside of Canada;
4. when making investments, Subsidiaries of the REIT and the Dundee FCPs shall consider the
following factors: the political environment and governmental and economic stability in the
relevant jurisdiction(s), the long-term growth prospects of the assets and the economy in the
relevant jurisdiction(s) and the income-producing stability of the assets;
5. Subsidiaries of the REIT and the Dundee FCPs will not invest in raw land (except for the
acquisition of properties adjacent to our existing properties for the purpose of renovation or
expansion of existing facilities where the total cost of all such investments does not exceed 10%
of our Adjusted Unitholders’ Equity); and
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