PROSPECTUS June 2008

Citigroup Property Investors Real Estate Securities Sicav

a Société d’Investissement à Capital Variable under the Luxembourg Laws

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IMPORTANT INFORMATION THIS PROSPECTUS The Directors of Citigroup Property Investors Real Estate Securities Sicav (referred to hereafter as the “Company”), whose names appear under the heading Directors of the Company of this Prospectus (the “Directors”) accept joint responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Directors accept responsibility accordingly. THE COMPANY The Company was established in Luxembourg on September 21, 2005 for an unlimited period of time as a Société d'Investissement à Capital Variable. It is registered under Part I of the Law of December 20, 2002 relating to Undertakings for Collective Investment, as amended (the "2002 Law"). The Company has been established as an umbrella Sicav in so far as the Directors may divide the Company into different sub-funds, each being related to a specific portfolio of assets (each a "Sub-Fund"). In respect of each Sub-Fund the Company pursues a specific investment policy. There may be created within each Sub-Fund different classes ("Classes") of shares in the Company (“Shares”), the subscription proceeds of which will be commonly invested in accordance with the investment policy of the Sub-Fund concerned but which may differ based on subscription and redemption provisions and/or fees and charges to which they are subject as well as their availability to certain types of investors. Each Class may also issue shares with different distribution entitlements attached. All references to a Sub-Fund, shall, where the context requires, include any Class or Classes which form such Sub-Fund. Annex 1 to this Prospectus specifies the Classes currently offered in respect of each Sub-Fund. Not all Classes will be available in all jurisdictions nor will they be available from all Intermediaries (as defined under “Investment in the Company - Intermediaries, Nominees”). In addition, the choice of Classes for a given Sub-Fund may be limited. Holders of Shares ("Shareholders") may request the Company to redeem their Shares or to switch Shares of one Sub-Fund into Shares of another Sub-Fund, as more fully described hereafter. For further information on the fees applicable to purchase, switching or redemption, please refer to the sections Investment in the Company and Charges and Expenses. Shareholders and prospective investors may obtain from the Company and Intermediaries or from the Administrator, Transfer Agent and Registrar (as identified on page 5) all required information on the fees chargeable to their transactions. The assets maintained for each Sub-Fund will be invested in accordance with the investment objective and policies applicable to such Sub-Fund. The Company as a whole constitutes a single legal entity but for the purpose of the relations as between Shareholders, each Sub-Fund is deemed to be a separate entity and the assets of a specific Sub-Fund are solely accountable for the liabilities, commitments and obligations of that Sub-Fund. INVESTOR RESPONSIBILITY Prospective investors should review this Prospectus carefully and in its entirety and consult with their legal, tax and financial advisors in relation to (i) the legal requirements within their own countries for the purchase, holding, redemption or disposal of Shares; (ii) any foreign exchange restrictions to which they are subject in their own countries in relation to the purchase, holding, redemption or disposal of Shares; and (iii) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, redeeming or disposing of Shares. Prospective investors should seek the advice of their legal, tax and financial advisors if they have any doubts regarding the contents of this Prospectus. DISTRIBUTION AND SELLING RESTRICTIONS The distribution of this Prospectus and the offering or purchase of Shares may be restricted in certain jurisdictions. No persons receiving a copy of this Prospectus in any such jurisdiction may treat this Prospectus as constituting an invitation to them to subscribe for Shares unless in the relevant jurisdiction GEDI:811364v2

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such an invitation could lawfully be made without compliance with any registration or other legal requirements. Shares have not been and will not be registered under the Securities Act of 1933 of the United States of America (as amended) or the securities laws of any of the States of the United States. Shares may not be offered, sold or delivered directly or indirectly in the United States of America, its territories or possessions or in any State or the District of Columbia (the “United States”) or to or for the account or benefit of any U.S. Person (as defined hereafter). Any re-offer or resale of any Shares in the United States or to U.S. Persons may constitute a violation of U.S. law. Applicants for Shares will be required to certify that they are not “U.S. Persons”. For the purposes of this Prospectus, a U.S. Person is any of the following: (i) any United States citizen or resident, (ii) any corporation, partnership or other entity organised or existing under the laws of any state, territory or possession of the United States, (iii) any estate or trust of which any executor, administrator or trustee is a U.S. Person, (iv) any agency or branch of a foreign entity located in the United States, (v) any discretionary or non-discretionary account held by a fiduciary for the benefit or account of a U.S. person, or (vi) any foreign partnership or corporation formed by a U.S. Person principally for the purpose of investing in unregistered securities.The Company will not be registered under the United States Investment Company Act of 1940, as amended. However, the Directors may, under their own responsibility, accept that one or more U.S. Persons hold Shares in the Company. Shareholders are required to notify the Company of any change in their status as non-U.S. Person.

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RELIANCE ON THIS PROSPECTUS Shares in any Sub-Fund described in this Prospectus are offered only on the basis of the information contained in this Prospectus and (if applicable) any Addendum and the latest audited annual accounts and any subsequent half-yearly report of the Company. Any further information or representations given or made by any Intermediary or other person should be disregarded and, accordingly, should not be relied upon. No person has been authorised to give any information or to make any representation in connection with the offering of Shares other than those contained in this Prospectus and (if applicable) any Addendum and in any subsequent half-yearly or annual report for such Sub-Funds and, if given or made, such information or representations must not be relied on as having been authorised by the Directors, the Company, the General Portfolio Manager, the Custodian Bank, the Administrator, Transfer Agent or Registrar. Statements in this Prospectus are based on the law and practice currently in force in Luxembourg at the date hereof and are subject to change. Neither the delivery of this Prospectus nor the issue of Shares shall, under any circumstances, create any implication or constitute any representation that the affairs of the Company have not changed since the date hereof. Prospective investors may obtain, free of charge, on request, a copy of this Prospectus, the simplified prospectus of any Sub-Fund (the "Simplified Prospectus"), the annual and half-yearly financial reports and the articles of incorporation of the Company (the “Articles of Incorporation”) at the registered office of the Company. INVESTMENT RISKS Investment in any Sub-Fund carries with it a degree of risk, which may vary between the Sub-Funds. The value of Shares and the income from them may go down as well as up, and investors may not get back the amount invested. Investment risk factors for an investor to consider are set out under Special Considerations and Risk Factors below.

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Citigroup Property Investors Real Estate Securities Sicav Registered Office 31, Z.A. Bourmicht, L-8070 Bertrange, Luxembourg Directors of the Company Chairman: Daniel Pine, Managing Director, Citi Property Investors, New York, NY Directors: Jacques Elvinger, Partner, Elvinger, Hoss & Prussen, Luxembourg Benoni Dufour, Civil Engineer, Luxembourg Kaitlin May, Director, Citi Property Investors, New York, NY

Delegates of the Board of Directors - Benoni Dufour, Civil Engineer, Luxembourg - Garett Rosenblum, Head of Policy and Controls, Citi Property Investors, New York, NY Custodian Bank, Administrator, Transfer Agent and Registrar Citibank International plc (Luxembourg Branch) 31, Z.A. Bourmicht, L-8070 Bertrange, Luxembourg General Portfolio Manager Citigroup Alternative Investments LLC, acting through its business unit Citi Property Investors 731 Lexington Avenue, 22nd Floor New York, NY10022 USA Auditors KPMG Audit 9, Allée Scheffer, L-2520 Luxembourg Legal Advisers in Luxembourg Elvinger, Hoss & Prussen 2, Place Winston Churchill, L-1340 Luxembourg

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TABLE OF CONTENTS

1. Investment Objectives and Policies ............................................................................................. 7 2. Special Considerations and Risk Factors..................................................................................... 9 3. Investment in the Company ....................................................................................................... 11 a) Issue of Shares ........................................................................................................................................ 11 b) Classes of Shares .................................................................................................................................... 12 c) Redemption of Shares............................................................................................................................. 15 d) Switching of Shares ................................................................................................................................ 16 e) Valuation Date ........................................................................................................................................ 16

4. Distributions .............................................................................................................................. 17 5. Charges and Expenses ............................................................................................................... 17 6. Taxation ..................................................................................................................................... 18 a) The Company.......................................................................................................................................... 19 b) The Shareholders .................................................................................................................................... 19

7. General Information .................................................................................................................. 20 a) Delegates of the Board of Directors ....................................................................................................... 20 b) The General Portfolio Manager.............................................................................................................. 20 c) Conflicts of Interest ................................................................................................................................ 20 d) Custody and Administration................................................................................................................... 21 e) Investment Restrictions........................................................................................................................... 22 f) Risk Management Process ...................................................................................................................... 29 g) Net Asset Value ...................................................................................................................................... 29 h) Pooling .................................................................................................................................................... 31 i) Co-Management ...................................................................................................................................... 31 j) Suspension of Net Asset Value Calculation ........................................................................................... 32 k) Incorporation, Share Capital................................................................................................................... 33 l) Accounting Year, Audit, Reports............................................................................................................ 33 m) Shareholders’ Rights and Meetings ...................................................................................................... 33 n) Duration, Liquidation, Amalgamation ................................................................................................... 34 o) Information to Shareholders ................................................................................................................... 35 p) Material Documents and Contracts ........................................................................................................ 36

ANNEX 1 TO PROSPECTUS DATED MAY 2008 .................................................................... 37

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1. Investment Objectives and Policies The Company currently only offers Shares for subscription in the following Sub-Fund: Citigroup Property Investors Real Estate Securities Sicav – Global Diversified Sub-fund •

Investment Objective

The Sub-Fund seeks total return in excess of its benchmark, while targeting levels of risk in line with or below those of the benchmark. The Sub-Fund plans to achieve its objective by maintaining income at or near that of the benchmark and achieving capital appreciation in excess of that of the benchmark. The SubFund’s benchmark is the FTSE EPRA/NAREIT Global Real Estate Index. To achieve its objective, the Sub-Fund invests primarily in publicly traded equity securities issued by real estate investment trusts (“REITs”) and other companies that own, develop, operate or finance real estate as their primary business, including companies that are not included in the benchmark. There can be no assurances that the Sub-Fund will achieve its objective. •

Investment Policy

The Sub-Fund invests primarily in equity securities issued by REITs and other companies that own, develop, operate or finance real estate as their primary business. These real estate operating companies typically will either have at least 50% of their assets in real estate or related operations, or derive at least 50% of their revenues from such sources. As General Portfolio Manager, Citigroup Property Investors (“CPI”) identifies real estate investment trusts and other real estate operating companies that are in the Sub-Fund’s investment universe and screens them based on a series of metrics designed to identify potential investment opportunities. CPI then implements its strategy for the Sub-Fund through a top-down/bottom-up investment process involving several layers of research and screening, including direct real estate analysis, company and business model analysis, and security evaluation, with focus throughout on risk control. Under ordinary circumstances, the Sub-Fund is expected to hold securities representing approximately 20-30% of the securities included in the FTSE EPRA/NAREIT Global Real Estate Index. CPI draws on internal research and expertise from the CPI Real Estate Research Team to analyze the fundamental characteristics or the assets of each company in the investment universe by reference to the type of properties it owns, develops, operates or finances, the cities in which such properties are located, the regions in which these properties may be concentrated and similar factors. The analytical tools used to analyze these fundamental characteristics include supply and demand forecasts, forecasts of gross domestic product (“GDP”) and the extent and speed that the assets of the company respond to real estate cycles, known as “elasticity.” CPI also draws upon the general economic data and expertise available through its affiliates. CPI further evaluates companies more specifically based on property quality, tenant risk, lease duration, value-added capabilities of management, business model, balance sheet and financial controls. CPI uses three key methodologies for this evaluation: (i) a Capital Asset Pricing Model, which is a risk-based model used to derive a capitalization rate using a derived net cash flow analysis; (ii) a dynamic net asset value analysis that examines the implied value of the underlying real estate on a gross basis and with the effects of leverage; and (iii) a per unit value analysis that examines the value of the underlying assets held by companies with reference to the appropriate measurement unit, such as square feet of office space or number of housing units. CPI then derives an expected total return for each company utilizing one or more of the methodologies depending on each company’s specific property type and business model. At three separate levels (real estate assets, company management and structure, and the characteristics of the particular security) CPI also examines the risk applicable to each prospective investment. At the real estate level, key factors include market exposure, property quality, tenant creditworthiness, rent lease structure and duration, and level compared to current and projected market-passing rents. At the company level, CPI focuses on the use of leverage, dividend coverage and business level risk. Finally, at the security level, CPI incorporates risk attributes such as historical volatility, liquidity, beta and correlation to other real estate securities. CPI reviews the resulting risk profile for each security against the expected total returns generated from the valuation model process, and makes an investment decision for the Sub-Fund. Using these techniques, CPI GEDI:811364v2

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will seek to invest the Sub-Fund’s portfolio in securities with the best expected risk-adjusted returns given the market opportunity. CPI also implements an ongoing monitoring and review process to address changes to the market, valuation, expected returns and risk profiles under which the investment decision was made and adjusts the security positions held by the Company based on changes in the expected risk-adjusted return and based on an optimization of the portfolio as a whole to limit excess exposures to property type, region and the like. For the avoidance of doubt, the Sub-Fund will not invest more than 15% of its assets in debt claims in the meaning of the Directive 2003/48/EEC on the taxation of savings income in the form of interest payments and of the Luxembourg law dated June 21, 2005 (see section “Taxation” below). •

Types of Investments

The Sub-Fund invests primarily in publicly-traded equity securities (including common, convertible and preferred stock) issued by real estate investment trusts and real estate operating companies in North America, Europe and the Asia/Pacific regions. A REIT is an entity that (i) is engaged primarily in making investments in real estate and real estate-related assets and (ii) is organized, owned, and operated in conformity with the requirements of the Real Estate Investment Trust Act of 1960, as amended (the “REIT Act”). The units of closed-ended REITs which are listed on a Regulated Market (which is a market within the meaning of item 14 of Article 4 of the Council Directive 2004/39/EC of 21 April 2004 on markets in financial instruments and any other market in any state which is regulated, operates regularly and is recognised and open to the public) are assimilated to transferable securities listed on a Regulated Market thereby qualifying as an eligible investment under Part I of the 2002 Law. However, investments in openended REITS or other real estate investment funds which are regulated and in closed-ended REITS which are not listed on a Regulated Market, are currently limited to 10% of the net assets of the Sub-Fund under Part I of the 2002 Law (together with any other investments made in accordance with investment restriction 1) b) in section 7 e) “Investment Restrictions” below). Real estate operating companies are companies that own, develop, operate or finance real estate as their primary business (meaning either that they have at least 50% of their assets in real estate or related operations, or that they derive at least 50% of their revenues from such sources). The Sub-Fund reserves the right to invest in debt securities issues by U.S. REITs and real estate operating companies and both equity and debt securities issued by non-U.S. REITs and real estate operating companies, but does not expect that any of these holdings would represent a material portion of its portfolio. The Sub-Fund may invest without limitation in securities issued or guaranteed by the U.S. government, its agencies or instrumentalities (“U.S. Government Securities”); certificates of deposit, demand and time deposits and bankers’ acceptances; prime commercial paper, including master demand notes; and repurchase agreements secured by U.S. Government Securities. •

Additional Investment Restrictions

The General Portfolio Manager will have sole and complete discretion over the investment and reinvestment of the assets of the Sub-Fund, subject to the Investment Restrictions under Section 7 e) below and the further limitations set forth below. The Sub-Fund will not: 1. Invest more than 30% of its total assets in any one sector of the real estate market, as such sectors are designated by the General Portfolio Manager from time to time in its sole discretion; 2. Make use of futures or options on futures; 3. Invest directly in real estate, mortgages or mortgage-backed securities. •

Sub-Fund's Risk Profile

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the Sub-Fund. The risk profile of the Sub-Fund is medium and investors are advised to consult the section "Special Considerations and Risk Factor" below. •

Typical Investor’s profile

The Sub-Fund will suit risk tolerant investors seeking the longer-term rewards of real estate related equity investments. Investors are encouraged to consult their independent financial advisers regarding the suitability of Shares of the Sub-Fund for their investment needs. The historical performance of the Sub-Funds will be published in the Simplified Prospectus for each SubFund. The Directors may decide to create additional Sub-Funds at any time as well as to liquidate any single SubFund. The investment objective and policies of any additional Sub-Fund which is established by the Company may be specified in a separate addendum to this Prospectus issued in relation to that Sub-Fund or in a document published in respect of that Sub-Fund and containing information specific to that Sub-Fund and forming part of, and to be construed in conjunction with, this Prospectus (an “Addendum”). General The Company may hold for each Sub-Fund ancillary liquid assets in current or deposit accounts or regularly traded short-term money market instruments issued or guaranteed by highly rated institutions and having a remaining maturity of less than twelve months. When managing the assets of the Sub-Funds the General Portfolio Manager shall comply with the safeguards set forth in Section 7 e) "Investment Restrictions" hereafter. The Company may, on behalf of the different Sub-Funds, from time to time, enter into temporary borrowing arrangements (subject to the restrictions set out in Section 7e) below with, and buy from or sell securities, foreign exchange or other financial instruments from, to or through members of Citigroup (as defined in Section 7c) below) provided that such transactions are realised at market conditions and that so doing would be in the best interests of the Shareholders.

2. Special Considerations and Risk Factors Investment in the Company carries with it a degree of risk including, but not limited to, the risks referred to below. The investment risks described below are not purported to be exhaustive and potential investors should review this Prospectus in its entirety, and consult with their professional advisors, before making an application for Shares in any Sub-Fund. Changes in rates of currency exchange between the value of the currency of an investor’s domicile and of the currency of the Shares may cause the value of Shares to go up or down in terms of the currency of an investor’s domicile. In addition, the levels and bases of, and relief from, taxation to which both the Company and Shareholders may be subject, may change. The net asset value of the Company may go down as well as up and investors may not get back the amount invested or receive any positive return on their investment. Shareholders who are subject to an initial sales commission payable at the time of subscription or to a contingent deferred sales charge at the time of redemption as described under "Investment in the Company" below should view their investment as medium to long-term given the difference between the subscription price and the redemption price for their Shares. Market Risk The investments of the Company may go up and down due to changing economic, political or market conditions, or due to an issuer’s individual situation. Equity Risk Sub-Funds investing in common stocks and other equity securities are subject to market risk that historically has resulted in greater price volatility than experienced by bonds and other fixed income securities. These risks and the associated volatility would be expected to increase for a Sub-Fund as its allocation to equities increases. Small cap companies may have more risks than those of larger, more seasoned companies. They may be particularly susceptible to market downturns because of limited GEDI:811364v2

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financial or management resources. Also, there may be less publicly available information about small cap companies. As a result, their prices may be more volatile. Interest Rate Risk A Sub-Fund that invests in bonds and other fixed income securities may decline in value if interest rates change. In general, the prices of debt securities rise when interest rates fall, and fall when interest rates rise. Longer-term obligations are usually more sensitive to interest rate changes. Credit Risk A Sub-Fund that invests in bonds and other fixed income securities is subject to the risk that some issuers may not make payments on such securities. Or, an issuer may suffer adverse changes in its financial condition that could lower the credit quality of a security, leading to greater volatility in the price of the security and in the value of the Sub-Fund. A change in the quality rating of a bond or other security can also affect the security's liquidity and make it more difficult to sell. A Sub-Fund that invests in lower quality debt securities is more susceptible to these problems and its value may be more volatile. Risk of Investments in REITs and Other Real Estate Securities Sub-Funds investing in REITs and other real estate securities will be subject to risks of the type associated with the direct ownership of real estate (in addition to securities market risks) such as decreases in real estate values, occupancy rates, overbuilding, increased competition and other risks related to local or general economic conditions, increases in operating costs and property taxes, casualty or condemnation losses, the impact of present or future environmental legislation and compliance with environmental laws, possible environmental liabilities, regulatory limitations on rent and fluctuations in rental income, the ongoing need for capital improvements (particularly in older properties), adverse changes in governmental rules and fiscal policies, civil unrest, acts of God, including earthquakes and other natural disasters (which may result in uninsured losses), acts of war, adverse changes in zoning laws, and other factors which are beyond the control of the Sub-Funds. Furthermore, real estate companies are dependent upon specialized management skills, have limited diversification and are, therefore, subject to risks inherent in operating and financing a limited number of projects. Real estate companies depend generally on their ability to generate cash flow to make distributions to shareholders. A default by a borrower or lessee may cause the company to experience delays in enforcing rights as mortgagee or lessor and to incur significant costs related to protecting its investments. REITs are also subject to self-liquidation, the market’s perception of the REIT industry generally, and the possibility of U.S. REITs failing to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or maintaining exemption from registration under the 1940 Act. In addition, many real estate companies utilize leverage, which increases risk and could adversely affect such companies’ operations and market values in periods of rising interest rates. Foreign Securities General A Sub-Fund’s investment activities relating to foreign securities may involve numerous risks resulting from market and currency fluctuations, future adverse political and economic developments, the possible imposition of restrictions on the repatriation of currency or other governmental laws or restrictions, reduced availability of public information concerning issuers and the lack of uniform accounting, and lower auditing and financial reporting standards or of other regulatory practices and requirements compared to those applicable to companies in the investor’s domicile. In addition, securities of companies or governments of some countries may be illiquid and their prices volatile and, with respect to certain countries, the possibility exists of expropriation, nationalisation, exchange control restrictions, confiscatory taxation and limitations on the use or removal of funds or other assets of a Sub-Fund, including withholding of dividends. Some of a Sub-Fund’s securities may be subject to government taxes that could reduce the yield on such securities, and fluctuation in foreign currency exchange rates may affect the value of a SubFund’s securities and the appreciation or depreciation of investments. Certain types of investments may result in currency conversion expenses and higher custodial expenses. The ability of a Sub-Fund to invest on occasion in securities of companies or governments of certain countries may be limited or, in some cases, prohibited. As a result, larger portions of a Sub-Fund’s assets may be invested in those countries where such limitations do not exist. In addition, policies established by the governments of certain countries may adversely affect a Sub-Fund’s investments and the ability of a Sub-Fund to achieve its investment objective.

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Currency Risk Because the assets and liabilities of a Sub-Fund may be denominated in currencies different to the base currency, the Sub-Fund may be affected favourably or unfavourably by exchange control regulations or changes in the exchange rates between such base currency and other currencies. Changes in currency exchange rates may influence the value of a Sub-Fund’s Shares, and also may affect the value of dividends and interest earned by a Sub-Fund and gains and losses realised by a Sub-Fund. The exchange rates between the base currency and other currencies are determined by supply and demand in the currency exchange markets, the international balance of payments, governmental intervention, speculation and other economic and political conditions. If the currency in which a security is denominated appreciates against the base currency, the value of the security could increase. Conversely, a decline in the exchange rate of the currency would adversely affect the value of the security. The risk of such declines is more pronounced with currencies of developing countries. To the extent that a Sub-Fund seeks to use any techniques or investments to hedge or to protect against currency exchange risk, there is no guarantee that hedging or protection will be achieved. Unless otherwise stated in any Sub-Fund’s investment policy, there is no requirement that any Sub-Fund seeks to hedge or to protect against currency exchange risk in connection with any transaction. Certain other Instruments A Sub-Fund’s use of futures, options, warrants, forwards, swaps or swaptions involve increased risk. A Sub-Fund’s ability to use such instruments successfully depends on the ability of the General Portfolio Manager to accurately predict movements in stock prices, interest rates, currency exchange rates or other economic factors and the availability of liquid markets. If its predictions are wrong, or if such instruments do not work as anticipated, the Sub-Fund could suffer greater losses than if the Sub-Fund had not used such instruments. If a Sub-Fund invests in over-the-counter (“OTC”) instruments, there is increased risk that a counterparty may fail to honour its contract. In some instances, the use of the above-mentioned instruments may have the effect of leveraging the SubFund. Leveraging adds increased risks because losses may be out of proportion to the amount invested on the instrument. These instruments are highly volatile instruments and their market values may be subject to wide fluctuations. Pooling and Co-Management For the purpose of efficient management, the General Portfolio Manager may pool the management of all or part of the assets of all or any of the Sub-Funds in accordance with their respective investment policies. Each Sub-Fund will participate in the relevant pool of assets in proportion to the assets contributed thereto by it. Such pools are used solely for internal management purposes and do not constitute separate entities and are not directly accessible to investors. For further details, see under Section 7 h) headed Pooling. In order to reduce operational and administrative charges while allowing a wider diversification of the investments, the Board may decide that part or all of the assets of one or several Sub-Funds will be comanaged with assets attributable to other Sub-Funds or belonging to other Luxembourg UCI’s. For further details see under Section 7 i) headed “Co-Management”. The General Portfolio Manager may appoint different co-managers in the context of such pooling and/or co-management, in which case this prospectus shall be amended to reflect such appointment.

3. Investment in the Company a) Issue of Shares Shares are issued by the Company subject to receipt of the issue price by the Transfer Agent. Shares of each Sub-Fund are issued in registered form and a confirmation advice will be issued to the Shareholder. No registered Share certificates will be issued. Fractions of registered Shares will be issued up to 3 decimal places. For subscription requests addressed directly to the Company, the I Share Class will carry a EUR 1,000,000 minimum (or its equivalent in the relevant currency), and the A and B Share Classes will carry a EUR 1,000 minimum (or its equivalent in the relevant currency). Higher minimum initial subscription amounts may be determined by the Intermediaries through which the Shares are subscribed. GEDI:811364v2

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The offer price of Shares is the net asset value per Share for the relevant Sub-Fund or Class calculated on the applicable Valuation Date (as defined in sub-paragraph e)). Any issue taxes incurred shall be charged in addition. b) Classes of Shares Within certain Sub-Funds the Company has created different Classes that may differ in terms of the sales charges, minimum subscription amounts and rate of expenses to which they are subject as well as their availability to certain types of investors as more fully described below. For certain Classes, the offering is further divided into Shares for which, at the discretion of the Company dividends may be declared or the earnings reinvested (“Accumulation Shares”) and Shares entitled to dividend payments (“Dividend Shares”). Classes may also be divided into Shares denominated in different currencies and the General Portfolio Manager may hedge the reference currency of certain Classes back to the currency of reference of the relevant Sub-Fund in order to protect Shareholders from adverse currency movements. The effects of this hedging will be reflected in the net asset value and performance of the appropriate Class. Please see Annex 1 for full details. Three Classes are currently available: Class A Shares, Class B Shares and Class I Shares. The differences between these Classes are described hereafter. Not all Classes will be available in all jurisdictions nor will they be available from all Intermediaries. In addition, the choice of Classes for a given Sub-Fund may be limited. The net asset value per Share for each Class of a particular Sub-Fund will differ as a result of (among other things) different sales charges, fees and expenses. The differing distribution policies of Shares within a Class may also result in different net asset values per Share. Over time, these differences may result in Shares of different Classes of the same Sub-Fund, which were bought at the same time, producing different investment returns. The Company, Intermediaries, Transfer Agent, Registrar and others authorised from time to time by the Company are entitled to retain for their own account subscription or redemption commissions for handling the subscription, redemption and switching of Shares. Other fees are described in Charges and Expenses below. The Company and Intermediaries may, from time to time, waive the fees and/or sales charges, as they deem appropriate. Class A Shares. Class A shares carry a minimum subscription amount of EUR 1,000. Class A Shares are available for investment at their net asset value per Share plus a maximum initial sales charge of up to 5.26315% of the net asset value (being the equivalent of 5% of the subscription amount). The sales charge is payable to the Intermediaries, or with regard to direct subscriptions, to the Transfer Agent and Registrar. Class B Shares. Class B shares carry a minimum subscription amount of EUR 1,000. Class B Shares are available for investment at their net asset value per Share with no initial sales charge. However, Class B Shares are subject to a contingent deferred sales charge ("CDSC") payable if the Shares are redeemed within four years of the date of issue. The CDSC will be paid to an affiliate of Citigroup Inc. to defray expenses incurred in providing distribution-related services to the Company. The amount of the CDSC payable with respect to the Class B Shares depends on the length of time since the Class B Shares were issued. The CDSC is calculated as follows: Year Since Subscription First Second Third Fourth Fifth and following

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The CDSC will be computed on the amount equal to the lesser of the net asset value of the Class B Shares at the date of redemption or the original subscription price of the Shares. Accordingly, no CDSC will be imposed on increases in the net asset value of such Class B Shares above their original subscription price. In determining whether a CDSC is applicable, the calculation will be determined in the manner that results in the lowest possible CDSC rate being applied. This means that it is assumed that a redemption is made first from Shares that are not subject to a CDSC and then from Shares that have been held the longest period. In those cases where Shares were acquired through the transfer of Shares from one Shareholder to another, it will be assumed that any transfer of Shares is made first from Shares held by the relevant Shareholders that are not subject to a CDSC and then from Shares in issue for the longest period. No CDSC will be imposed on a redemption of Class B Shares purchased through reinvestment of dividends or capital gains distribution. Certain Intermediaries may convert Class B Shares into Class A Shares after 6 years. Investors should contact their Intermediaries for details. Such conversions from Class B Shares into Class A Shares will be based on the relevant net asset value per Share of each Class and without the imposition of any sales charges or switching fees. Class I Shares Class I Shares carry a minimum subscription amount of EUR 1,000,000 (or its equivalent in another currency) and are not subject to any initial sales charges or CDSC. They are restricted to institutional investors, as this term may be defined by guidelines or recommendations issued by Luxembourg supervisory authorities (“Institutional Investors”), and the Company will not issue or give effect to any transfer of Shares of such Class to any investor who may not be considered an Institutional Investor. The Company may, at its discretion, delay the acceptance of any subscription for Class I Shares until such date as it has received sufficient evidence on the qualification of the investor as an Institutional Investor. If it appears at any time that a holder of Class I Shares is not an Institutional Investor, the Company will either redeem the relevant Shares in accordance with Redemption of Shares below, or convert such Shares into Shares of a Class which is not restricted to Institutional Investors (provided there exists such a Class with similar characteristics) and notify the relevant Shareholder of such conversion. Annex 1 to this Prospectus specifies the Classes currently offered in respect of each Sub-Fund. Subscription applications will normally be dealt with at an unknown NAV on the Valuation Date on which the application is received at the offices of the Company, provided that the application, duly completed is received by the Transfer Agent in Luxembourg not later than 9.00 a.m. (Luxembourg time) on such Valuation Date. Any subscriptions received after such time will be deemed to have been received on, and will not be processed until, the next Valuation Date. Intermediaries may impose an earlier time limit on the same day for accepting applications in their jurisdiction. The Company may determine that a pattern of frequent dealings is detrimental to the Sub-Funds' performance and its Shareholders. If so, the Company may limit additional subscriptions, redemptions and/or switches by the investor or the Shareholder. The Company (and the Sub-Funds) are not designed to provide investors with means of speculation on short-term market movements. A pattern of frequent dealings by investors can be disruptive to efficient portfolio management and, consequently, can be detrimental to the Sub-Funds and their Shareholders. Accordingly, if the Company in its sole discretion determines that an investor or Shareholder is engaged in excessive trading, the Company, with or without prior notice, may temporarily or permanently terminate the availability to that investor or Shareholder of Sub-Fund dealings, or reject in whole or part any subscription, redemption and switching request with respect to such investor's or Shareholder's holding. Holdings under common ownership or control will be considered as one holding for purposes of determining a pattern of excessive trading. The Company may notify an investor or Shareholder of rejection of a subscription, redemption and switching order after the day the order is placed. If such an order is rejected, the Company will take no other action with respect to the Shares until it receives further instructions from the investor or Shareholder. The Company's policy on excessive trading applies to investors or Shareholders who invest in the Company directly or through intermediaries or nominees. Payment for Shares issued must be received in the reference currency of the relevant Class within 3 bank business days in Luxembourg counting from and including the relevant Valuation Date. Cheques shall not be accepted.

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Confirmation advices will normally be sent to Shareholders within 5 bank business days in Luxembourg of the date of allotment subject to the purchase price having been paid in full. Measures aimed towards the prevention of money laundering may require a detailed verification of an investor’s identity in accordance with the applicable laws and regulations in Luxembourg and/or in the country where an application is received by an Intermediary. The Company (and each of the Intermediary and the Transfer Agent and Registrar acting on behalf of the Company) reserves the right to request such information as is necessary to verify the identity of an investor. In the event of delay or failure by the investor to produce any information required for verification purposes, the Company (and each of the Intermediary and Transfer Agent and Registrar acting on behalf of the Company) may refuse to accept the application and all subscription monies. Subscription monies received from applicants for subscriptions that are rejected will be returned to the applicant only if the identity of the applicant has been established in a manner satisfying applicable legislation. If at any time the Company or the Registrar and Transfer Agent determine that the information provided by the investor was incorrect or insufficient, the Company may withhold the redemption proceeds. Investors should be aware that personal information may be disclosed to Citigroup Inc. and any of its affiliates, which may be based in a country/countries where privacy laws do not exist or provide less protection than the laws in the European Union ("EU"); or (ii) when required by applicable law and regulation. By investing in the Company, each investor appoints Citigroup Inc., as attorney in fact to request and collect from the Registrar and Transfer Agent all necessary shareholder information. Such mandate given to Citigroup Inc., covers all investor information, including copies of dealing orders and trade confirmations related to that investor. The Company (or the Transfer Agent and Registrar or the Intermediary acting on its behalf as its delegate) shall have the right to reject any subscription applications in whole or in part, in which case subscription monies paid, or the balance thereof, as appropriate, will be returned to the investor within three bank business days. The Company shall comply with the laws and regulations of the countries in which the Shares are offered. The Company may, at any time and at its discretion, suspend or limit the issue of Shares to physical persons or legal entities temporarily or permanently in particular countries or areas. The Company may exclude certain individuals or legal entities from the purchase of Shares when this appears to be necessary to protect the Shareholders and the Company as a whole. Moreover, the Company may: (i)

reject subscription applications, in whole or in part if it deems that the accepting of the subscription order may be detrimental to the Company and its Shareholders; and

(ii)

redeem Shares in the Company held by Shareholders who are excluded from acquiring or holding such Shares.

Intermediaries, Nominees The Company may appoint Intermediaries. “Intermediaries” are sales agents, distributors, servicing agents, nominees, brokers or dealers appointed by the Company or other parties who have entered into agreements with the Company or other Intermediaries. Subject to local law in countries where Shares are offered, such Intermediaries may, with the agreement of the Company and the respective Shareholders, act as nominee for the investors. In this capacity, the Intermediary shall, in its name but as nominee for the investor, purchase or sell Shares for the investor and request registration of such transactions in the Company's share register. However, the investor may invest directly in the Company without using the nominee service and there must be an agreement between the investor and the nominee which shall contain a termination clause giving the investor the right to exercise his title to the Shares subscribed through the nominee. However, the aforesaid provisions are not applicable for Shareholders solicited in countries, where the use of the services of a nominee is necessary or compulsory for legal, regulatory or compelling practical reasons.

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The Intermediary is deemed to represent to the Company that: a) each investor in respect of which it acts as intermediary or nominee is not a U.S. Person (as defined above on page 3); b) the Intermediary will notify the Company immediately if it learns that an investor has become a U.S. person (see Redemption of Shares); c) in the event that the Intermediary has discretionary authority with respect to Shares which become beneficially owned by a U.S. Person, the Intermediary will cause such Shares to be redeemed; and d) the Intermediary will not knowingly transfer or deliver any Shares or any part thereof or interest therein to a U.S. Person nor will any Shares be transferred in the United States (as defined above on page 3). The Company may, at any time, require Intermediaries to make additional representations to comply with any changes in applicable laws and requirements. Listing No Class A, B, or I Shares have been listed on the Luxembourg Stock Exchange. c) Redemption of Shares Except where dealings have been temporarily suspended as described under Section 7 j) Suspension of Net Asset Value Calculation below, Shareholders may request the redemption of their Shares on each Valuation Date at a price based on their net asset value per Share, less any applicable taxes and CDSC. Shareholders may enquire with the Intermediaries or at the address of the Company on the exact level of the charges which will be applied to their redemption. The Company may, when considered appropriate, charge upon redemption, on any given Valuation Date, a redemption charge of up to 1% of the net asset value for any redemptions of Shares in the Sub-Funds. This additional charge will reflect the fiscal charges and dealing costs incurred on selling securities and other assets for the Sub-Funds and will aim to protect the remaining Shareholders of the Sub-Funds from carrying said costs and charges. The collected amount is retained in the relevant Sub-Fund for the benefit of the remaining Shareholders. In order to ensure an equal treatment between Shareholders, the same redemption charge (if any) will be applied in respect of all redemption requests for Shares of a same Class dealt with on the same Valuation Date. Redemption applications will normally be dealt with at an unknown NAV on the Valuation Date on which the application is received at the offices of the Company provided that the application, duly completed, is received by the Transfer Agent in Luxembourg not later than 9.00 a.m. (Luxembourg time) on such Valuation Date. Redemption applications received after such time will be deemed to have been received on, and will not be processed until, the next following Valuation Date. Intermediaries may impose an earlier time limit on the same day for accepting redemptions in their jurisdiction. Depending on the movement in the net asset value, the redemption price may be higher or lower than the purchase price paid. Payment for Shares is generally made within 3 bank business days in Luxembourg counting from and including the relevant Valuation Date, unless specific statutory provisions such as foreign exchange restrictions or other circumstances beyond the Transfer Agent's control make it impossible to transfer the redemption proceeds to the country where the redemption was requested and provided that the relevant identity documents (as described above and any applicable money laundering prevention information) have been received. Failure to meet money laundering prevention requirements may result in the withholding of redemption proceeds. On written request to the Transfer Agency or the Distributor, payment may be made in such other currency as may be freely purchased by the Transfer Agent with the relevant dealing currency and such currency exchange will be effected at the Shareholder's cost. Payment will be made in respect of Shares of each Sub-Fund in the currency in which the relevant net asset value is calculated. Payments will only be made to the Shareholder of record; no third-party payments will be made. Redemption payments for Shares will be made by telegraphic transfer to the Shareholder's bank account in the name of the registered Shareholder at the Shareholder's cost. If bank account details are not available, payment will be made by cheque, made payable to the registered Shareholder(s) and sent to the registered address. In case of a significant volume of redemption requests for any given Valuation Date, the Company may decide that part or all of such requests be deferred until the corresponding assets have been sold.

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Shares redeemed shall be automatically cancelled. Compulsory Redemption Shareholders are required to notify the Company immediately in the event that they become U.S. Persons or hold Shares for the account or benefit of a U.S. Person or otherwise hold Shares in breach of any law or regulation or otherwise in circumstances having or which may have adverse regulatory or fiscal consequences for the Company. Where the Company becomes aware that a Shareholder (i) is a U.S. Person or is holding Shares for the account of a U.S. Person; (ii) is holding Shares in breach of any law or regulation or otherwise in circumstances having or which may have adverse regulatory, tax or fiscal consequences for the Company or the Shareholders; the Company may (a) direct the relevant Shareholder to dispose of those Shares to a person who is qualified or entitled to own or hold the Shares within a specified time period; or (b) redeem the Shares at the net asset value per Share of the relevant Shares as at the next bank business day in Luxembourg after the date of notification to the Shareholder or after the end of the period specified for transfer or disposal pursuant to (a) above. Any person who becomes aware that he is holding Shares in contravention of any of the above provisions and who fails to transfer, or deliver for redemption, his Shares pursuant to the above provisions shall indemnify and hold harmless each of the Company, the Administrator, the Transfer Agent and Registrar, and the Intermediaries (if applicable) (each an “Indemnified Party”) from any claims, demands, proceedings, liabilities, damages, losses, costs and expenses directly or indirectly suffered or incurred by such Indemnified Party arising out of or in connection with the failure of such person to comply with his obligations pursuant to any of the above provisions. d) Switching of Shares Except where dealings have been temporarily suspended as described under Section 7 j) Suspension of Net Asset Value Calculation below, Shareholders will be entitled on each bank business day in Luxembourg to switch any or all of their Shares of any Class of a Sub-Fund (“Original Sub-Fund”) for Shares of the same Class of any other Sub-Fund available for issue at that time (“New Sub-Fund”). Shareholders may make such exchanges without the payment of any additional sales charges or CDSC. A 0.50% switching fee may apply as described below. New Class B Shares issued upon a switch will continue to age without regard to the switch (i.e., the CDSC will continue to be measured from the date of the original subscription of Class B Shares). Upon redemption the CDSC, if any, will be applied to the new Class B Shares. At the discretion of the Company, Shareholders may also switch Shares of one Class of a Sub-Fund (in which case the expression “Original Sub-Fund” shall also apply to this situation) into Shares of another Class in the same Sub-Fund. Switching from Class B Shares to Class A Shares will be treated as a redemption followed by a subscription. Consequently, the CDSC, if any, will be applied to the Class B Shares and a maximum initial sales charge of up to 5.26315% of the net asset value will be levied for Class A Shares. There may be no cross currency switchings for Class B Shares. Switching may take place on any Valuation Date subject to any suspension of the determination of the net asset value of any relevant Sub-Fund (see Section 7 j) below). Switching applications will normally be dealt with at an unknown NAV on the Valuation Date on which the application is received at the offices of the Company provided that the application, duly completed, is received by the Transfer Agent in Luxembourg not later than 9.00 a.m. (Luxembourg time) on such Valuation Date. Switching applications received after such time will be deemed to have been received on, and will not be processed until, the next following Valuation Date. Intermediaries may impose an earlier time limit on the same day for accepting switching orders in their jurisdiction. The Company and the Custodian Bank have discretion to delay applications for switching and suspend or limit the issue of Shares, if deemed in the best interests of the Shareholders of the Sub-Funds or of any Classes concerned. Such decisions shall be communicated as necessary.

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Switching Fee The Intermediary or the Transfer Agent may charge a switching fee of maximum 0.50% on the net asset value of the Shares subject to the switch. Shareholders may enquire with the Intermediary or the Transfer Agent and Registrar of the exact level of switching fee that will be applied. Switching among Class B Shares is not subject to any fees. e) Valuation Date Subscriptions, redemptions and conversions are dealt with at an unknown NAV. For the purpose of the issue, redemption and switching of Shares, the net asset value per Share of each Sub-Fund or Class will be calculated on each day that is a full bank business day in Luxembourg and in the United States of America.

4. Distributions The Company may issue, in relation to each Sub-Fund or Class, Shares entitled to dividend payments (“Dividend Shares”) and Shares in respect of which dividends may be declared or the earnings reinvested (“Accumulation Shares”). The dividend distribution in relation to Dividend Shares will be normally paid on a quarterly basis. It is the present intention of the Directors to recommend to distribute to the holders of Dividend Shares substantially all of the net income attributable to the relevant Sub-Fund or Class. Entitlement to dividends and allocations not claimed within 5 years of the due date shall be forfeited and the corresponding assets shall revert to the Sub-Fund or Class concerned, for the account of the holders of Dividend Shares. The Accumulation Shares of a Sub-Fund or Class will have that portion of such Sub-Fund’s or Class's net investment income attributable to such Shares retained within the Sub-Fund or Class, thereby accumulating value in the price of the Accumulation Shares. There may be tax advantages in investing in one or other category of Share. Consequently, investors are advised to consult their own professional tax advisor.

5. Charges and Expenses Charges borne by the Company The following expenses are borne directly by the Company: a) Management Fee: an annual Management Fee as set out below will be charged to each Class. Such fees will be accrued daily and paid monthly based on the average net asset value attributable to each Class, encompassing, the investment advisory and management fees payable to the General Portfolio Manager, fees and expenses of certain other entities who provide services to the Company and ongoing distribution fees which may be payable to the Intermediaries.

Citigroup Property Investors Real Estate Securities Sicav Sub-Fund(s)

Class A Shares

Class B Shares

Class I Shares

Citigroup Property Investors Real Estate Securities Sicav – Global Diversified Subfund

1.50%

1.50%

0.95%

b) In addition, Class B Shares will be subject to an annual fee of up to 1.00%. This fee will be used to compensate an affiliate of Citigroup Inc. to defray expenses incurred in providing distribution related services. c) Other fees and expenses: - all other taxes which may be payable on the assets, income and expenses chargeable to the Company; - standard brokerage and transaction charges; - the Custodian is entitled to a fee based on the month-end Net Asset Value of the Sub-Funds, calculated upon the net asset value of the Sub-Funds on the last business day of each month, and based upon the GEDI:811364v2

17

-

-

-

trading activity of each Sub-Fund. Notwithstanding such fees, the Company will incur expenses and transaction charges of the Custodian Bank and its correspondents in accordance with usual practice in Luxembourg fees of agents in places of registration of the Company and of any paying agents; fees and expenses of the Directors and of the Delegates of the Board of Directors; fees and expenses of the Administrator, Transfer Agent and Registrar at commercial rates; the cost, including that of legal advice, which may be payable by the Company or the Custodian Bank for actions taken in the interests of the Shareholders; the fees and expenses incurred in connection with the registration of the Company with, or the approval or recognition of the Company by, the competent authorities in any country or territory and all fees and expenses incurred in connection with maintaining any such registration, approval or recognition; the fees and expenses incurred in connection with the listing of the Shares on any stock exchange and all fees and expenses incurred in connection with maintaining any such listing; the fees and expenses incurred in connection with the publication of the daily net asset value per Share of each Sub-Fund in newspapers, as requested by the Board; the cost of preparing, filing and publishing the Articles of Incorporation and other documents in respect of the Company, including notifications for registration, prospectuses, simplified prospectuses or memoranda for all governmental authorities and stock exchanges (including local securities dealers' associations) which are required in connection with the Company or with offering the Shares, the cost of printing and distributing annual and semi-annual reports for the Shareholders in all required languages, together with the cost of printing and distributing all other reports and documents which are required by the relevant legislation or regulations, the fees and expenses of the Custodian Bank for providing administration services, the cost of notifications to Shareholders, the fees of the Company's auditors and legal advisors, and all other similar administrative expenses; legal, audit and other reasonable expenses incurred by the Company or Sub-Fund.

The Management Fee effectively charged during any semi-annual period to each Sub-Fund will be disclosed in the annual or semi-annual reports covering such period. All recurring fees are first deducted from the investment income, then from realised capital gains and then from the assets. Other expenses may be written off over a period not exceeding 5 years. The General Portfolio Manager has voluntarily limited the amount of third party expenses incurred on behalf of each Sub-Fund. Expenses of each Sub-Fund, exclusive of Management Fees, the Class B Share annual fee and dividend taxes withheld, exceeding 0.70% of the daily net asset value of any Sub-Fund will be reimbursed by the General Portfolio Manager. The 0.70% limit includes Custodian fees, and fees and expenses of the Administrator, Transfer Agent and Registrar. The expenses of establishing the Company amounting to approximately EUR 75,000 are being written off over a period of 5 years. These expenses are, in principle, borne by the Sub-Funds created at the launch of the Company. Where further Sub-Funds are created following the launch of the Company, these Sub-Funds will bear, in principle, their own formation expenses. The Directors may however decide for newly created Sub-Funds to participate in the payment of the initial formation expenses of the Company in circumstances where this would appear to be more fair to the Sub-Funds concerned and their respective Shareholders. Any such decision of the Directors will be reflected in the updated Prospectus or Addendum which will be published upon the launch of the newly created Sub-Funds.

6. Taxation The following is based on the Directors’ understanding of the law and practice currently in force in Luxembourg and is subject to changes therein. It should not be taken as constituting legal or tax advice and investors are advised to obtain information and, if necessary, advice regarding the laws and regulations applicable to them by reason of the subscription, purchase, holding and realisation of Shares in their countries of origin, residence or domicile. Citigroup, Inc., Citigroup Alternative Investments LLC, their affiliates, and their employees are not in the business of providing tax or legal advice to any taxpayer outside of Citigroup, Inc. and its affiliates. Therefore, the tax disclosure provided herein is not the advice of Citigroup, Inc. and its affiliates and as a result, investors should seek advice based on the investor's particular circumstances from an independent tax advisor in their jurisdictions of residence or taxation with respect to Luxembourg and home jurisdiction tax consequences to them of investing in the Company.

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a) The Company The Company's assets are subject to a tax ("taxe d'abonnement") in the Grand Duchy of Luxembourg of 0.05% per annum, payable quarterly on the basis of the net assets of the Company at the end of each quarter provided that no such tax is due on the portion of the assets of the Company invested in other Luxembourg UCI’s (if any). A reduced tax of 0.01% per annum, as provided in article 129 (2) a) and d) of the 2002 Law, will apply for the Class I Shares. In addition, the Company’s or any Sub-Fund’s assets may be subject to an additional taxation levied by foreign tax or governmental authorities of the jurisdictions where the Company or Sub-Funds are registered or distributed. Although the Company’s and any Sub-Fund's realised capital gains are not expected to become taxable in another country, the Shareholders must be aware and recognise that such a possibility is not totally excluded. The regular income of the Company or any of its Sub-Funds from some of their securities as well as interest earned on cash deposits in certain countries may be liable to withholding taxes at varying rates, which normally cannot be recovered. b) The Shareholders The Council of the EU has adopted on June 3, 2003 Council Directive 2003/48/EEC on the taxation of savings income in the form of interest payments (the “Directive”). Under the Directive, Member States of the EU will be required to provide the tax authorities of another EU Member State with information on payments of interest or other similar income paid by a paying agent (as defined by the Directive) within its jurisdiction to an individual resident in that other EU Member State. Austria, Belgium and Luxembourg have opted instead for a tax withholding system for a transitional period in relation to such payments. Switzerland, Monaco, Liechtenstein, Andorra and San Marino and the Channel Islands, the Isle of Man and the dependent or associated territories in the Caribbean, have also introduced measures equivalent to information reporting or, during the above transitional period, withholding tax. The Directive has been implemented in Luxembourg by a law dated June 21, 2005 (the “Law”). Dividends distributed by a Sub-Fund of the Company will be subject to the Directive and the Law if more than 15% of such Sub-Fund’s assets are invested in debt claims (as defined in the Law) and proceeds realised by Shareholders on the redemption or sale of Shares in a Sub-Fund will be subject to the Directive and the Law if more than 40% of such Sub-Fund’s assets are invested in debt claims (such Sub-Funds, hereafter “Affected Sub-Funds”). The applicable withholding tax will be at a rate of 20% from July 1, 2008 until June 30, 2011 and 35% from July 1, 2011 onwards. Consequently, if in relation to an Affected Sub-Fund a Luxembourg paying agent makes a payment of dividends or redemption proceeds directly to a Shareholder who is an individual resident or deemed resident for tax purposes in another EU Member State or certain of the above mentioned dependent or associated territories, such payment will, subject to the next paragraph below, be subject to withholding tax at the rate indicated above. No withholding tax will be withheld by the Luxembourg paying agent if the relevant individual either (i) has expressly authorised the paying agent to report information to the tax authorities in accordance with the provisions of the Law or (ii) has provided the paying agent with a certificate drawn up in the format required by the Law by the competent authorities of his State of residence for tax purposes. The Company reserves the right to reject any application for Shares if the information provided by any prospective investor does not meet the standards required by the Law as a result of the Directive. The foregoing is only a summary of the implications of the Directive and the Law, is based on the current interpretation thereof and does not purport to be complete in all respects. It does not constitute investment or tax advice and Investors should therefore seek advice from their financial or tax adviser on the full implications for themselves of the Directive and the Law.

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Because of the Company’s structure and the investment policy it pursues, it is presently expected that dividends distributed by a Sub-Fund and capital gains realised by Shareholders on the disposal of Shares in a Sub-Fund will not be subject to such reporting or withholding tax. Subject to the provisions of the Law, Shareholders are not subject to any capital gains, income or withholding tax in Luxembourg except for (i) those domiciled, resident or having a permanent establishment in Luxembourg, or (ii) non residents of Luxembourg who personally or by attribution hold 10% or more of the issued share capital of the Company and who dispose of all or part of their holdings within six months from the date of acquisition, or (iii) in some limited cases, some former residents of Luxembourg who personally or by attribution hold 10% or more of the issued share capital of the Company. Shareholders and potential investors are advised to consult their professional advisors concerning possible taxation or the consequences of purchasing, holding, selling or otherwise disposing of the Shares under the laws of their country of incorporation, establishment, citizenship, residence or domicile.

7. General Information a) Delegates of the Board of Directors In compliance with the provisions of CSSF Circular 03/108, the Directors of the Company have granted a mandate in order to conduct the daily business of the Company to the Delegates of the Board of Directors (the "Delegates"). The Delegates shall have the duty to ensure that the different service providers to which the Company has delegated certain functions (comprising the General Portfolio Manager, the Administrator and Transfer Agent and Registration to the Company and any distributors) perform their function in compliance with the 2002 Law, the Articles of Incorporation, the Prospectus and the provisions of the contracts which have been entered into between the Company and each of them. The Delegates shall also ensure compliance of the Company with the investment restrictions and oversee the implementation of the Sub-Funds' investment policies. The Delegates shall also report to the Directors on a semi-annual basis and inform each Director without delay of any non-compliance of the Company with the investment restrictions. b) The General Portfolio Manager The Company has entered into a general portfolio manager agreement appointing Citigroup Property Investors as general portfolio manager of the Company (hereafter the "General Portfolio Manager"). Citigroup Property Investors is a business unit of Citigroup Alternative Investments LLC, a Delaware limited liability company, registered investment adviser and indirect subsidiary of Citigroup Inc. Citigroup Property Investors was established in June of 2004 to consolidate all of the real estate investment activities of Citigroup Inc. As of June 30, 2005, CPI managed approximately $7 billion in real estate capital commitments for both institutional and individual clients and employed over 75 professionals. Its senior managers have an average of 20 years of commercial real estate experience. Citigroup Inc. has been involved in the real estate investments business since 1980. The General Portfolio Manager will assume its functions and duties under the overall control, supervision and responsibility of the Directors. c) Conflicts of Interest There are potential sources of conflicts of interest between the Company and its Shareholders and Citigroup affiliates. These include the following: a) Citigroup and its affiliates and employees may purchase and sell for their own account securities in which the Company may also invest. In addition, in the normal course of business, the Company may enter into temporary borrowing arrangements with, and purchase and sell assets from and to Citigroup affiliates provided that the transactions are done on an arm’s length basis. In addition, Citigroup GEDI:811364v2

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affiliates may give investment advice in respect of, or manage third-party funds that are invested in, the same securities in which the Company will invest. b) As Citigroup affiliates include major banking institutions, such affiliates may lend money to many of the companies or countries in which the Company will invest. Credit decisions that Citigroup affiliates make in respect of such companies or countries could have an impact on the market value of the securities in which the Company invests. Furthermore, Citigroup affiliates' position as lenders will, in almost all instances, be senior to the securities in which the Company invests. c) Citigroup affiliates also engage in other activities involving or affecting the securities in which the Company will invest. In particular, Citigroup affiliates may be involved in origination of transactions concerning such securities, underwriting such securities and acting as broker-dealer in respect of such securities. In addition, Citigroup affiliates may perform other services for companies and receive fees, commissions and other remuneration therefor. d) In conjunction with their various activities, Citigroup affiliates may come into possession of confidential information that could, if known to the public, affect the market value of the securities in which the Company will invest. In accordance with internal policies, Citigroup affiliates will not disclose such information to the Company or use such information for the benefit of the Company. e) Subject to the Section 7 e) Investment Restrictions of this Prospectus and to the provisions of applicable Luxembourg and foreign laws (if any), the Company may invest in transferable securities dealt with on a Regulated Market issued by Citigroup or its affiliates or issued by legal persons that subsequently become affiliates of Citigroup (collectively “Citigroup Securities”), if such investments comply with the investment policy of the Sub-Fund. Such dealings shall be made on an arm’s length basis and only if deemed by the General Portfolio Manager to be in the interests of the Shareholders. Investments in Citigroup Securities that are equity or equity related shall also be subject to internal restrictions imposed by management limiting such investments to no more than the representation of the relevant Citigroup Securities in the benchmark for the Sub-Fund, as internally determined by management, which may change from time to time. Subject to the above, the General Portfolio Manager has substantial discretion as to whether or not to invest the Sub-Fund’s assets in Citigroup Securities and the amount of any such investment. In addition (and as with other securities held by the Company), the General Portfolio Manager may also invest in Citigroup Securities for the purpose of limiting the risk of variance against the relevant benchmark. Where the General Portfolio Manager determines to invest in Citigroup Securities, such investment may represent a significant portion of the Sub-Fund’s assets within the limitations set forth in the section headed Investment Restrictions. In effecting foreign exchange or in making any purchase or sale of any security or other asset for the Company, the General Portfolio Manager as well as any Citigroup subsidiaries or affiliates may act as counterparty, principal, agent or broker in the transaction and may be separately compensated in that capacity. All investment services provided by the General Portfolio Manager to the Company will be based on publicly available information. d) Custody and Administration By an agreement effective from November 13, 2006, Citibank International plc (Luxembourg Branch) (the “Custodian Bank") has undertaken to provide custodian services for safekeeping the securities and cash in the Company's assets as well as administrative services, comprising the bookkeeping of the Company and the calculation of the net asset value. The Custodian Bank will further, in accordance with the 2002 Law, a) ensure that the sale, issue, redemption and cancellation of Shares effected by or on behalf of the Company are carried out in accordance with the law and the Articles of Incorporation; b) ensure that in transactions involving the assets of the Company, the consideration is remitted to it within the usual time limits; c) ensure that the income of the Company is applied in accordance with its Articles of Incorporation.

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Citibank International plc (Luxembourg Branch) has further accepted the appointment as Administrator, Transfer Agent and Registrar to the Company. In such capacity, the Custodian Bank is responsible for handling and processing all subscription, redemption and switching orders, for keeping the register of Shareholders and for mailing and publicising statements, reports and notices to Shareholders. Citibank International plc’s (Luxembourg Branch) address is at 31, Z.A. Bourmicht, L-8070 Bertrange, Luxembourg. Citibank International plc (Luxembourg Branch) was incorporated in England and Wales as a public limited company in 1972 and ultimately owned by Citigroup Inc. and it has engaged in banking activities since its incorporation. The fees payable to the Custodian Bank for providing custody and administration services are partly based on the net assets and partly expressed as a fixed amount per transaction or a fixed amount for a certain period. e) Investment Restrictions The Directors shall, based upon the principle of spreading of risks, have power to determine the investment policy for the investments of each Sub-Fund. 1)

a)

The Company may exclusively invest in: i)

Transferable securities and money market instruments admitted to official listing on a stock exchange of an Eligible State1; and/or

ii)

Transferable securities and money market instruments dealt in on another Regulated Market; and/or

iii)

Recently issued transferable securities and money market instruments, provided that the terms of issue include an undertaking that application will be made for admission to official listing on a stock exchange of an Eligible State or on a Regulated Market and such admission is secured within a year of the issue; and/or

iv)

Units of UCITS authorised according to Council Directive 85/611/EEC of December 20, 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (the "Directive 85/611/EEC") and/or other undertakings for collective investment (“UCI”) within the meaning of the first and second indent of Article 1, paragraph (2) of Directive 85/611/EEC, whether situated in an EU Member State or not, provided that: - such other UCIs have been authorised under laws which provide that they are subject to supervision considered by the CSSF to be equivalent to that cooperation between authorities is sufficiently ensured, - the level of protection for unitholders in such other UCIs is equivalent to that provided for unitholders in a UCITS, and in particular that the rules on assets segregation, borrowing, lending, and uncovered sales of transferable securities and money market instruments are equivalent to the requirements of the amended Directive 85/611/EEC, - the business of such other UCIs is reported in half-yearly and annual reports to enable an assessment of the assets and liabilities, income and operations over the reporting period, - no more than 10% of the assets of the UCITS or of the other UCIs, whose

1

"Eligible State" includes any member state of the European Union ("EU"), any member state of the Organisation for Economic Co-operation and Development ("OECD"), and any other state which the Directors deems appropriate with regard to the investment objectives of each Sub-Fund. Eligible states include in this category countries in Eastern and Western Europe, Asia, Oceania, the American continents and Africa. GEDI:811364v2

22

acquisition is contemplated, can, according to their constitutional documents, in aggregate be invested in units of other UCITS or other UCIs; and/or v)

Deposits with credit institutions which are repayable on demand or have the right to be withdrawn, and maturing in no more that 12 months, provided that the credit institution has its registered office in an EU Member State or, if the registered office of the credit institution is situated in a non-Member State, provided that it is subject to prudential rules considered by the CSSF as equivalent to those laid down in Community law; and/or

vi)

Financial derivative instruments, including equivalent cash-settled instruments, dealt in on a Regulated Market referred to in sub-paragraphs i) and ii) above, and/or financial derivative instruments dealt in over-the-counter ("OTC derivatives"), provided that: - the underlying consists of instruments covered by this section 1) a), financial indices, interest rates, foreign exchange rates or currencies, in which the Sub-Funds may invest according to their investment objective; - the counterparties to OTC derivative transactions are institutions subject to prudential supervision, and belonging to the categories approved by the Luxembourg supervisory authority; - the OTC derivatives are subject to reliable and verifiable valuation on a daily basis and can be sold, liquidated or closed by an offsetting transaction at any time at their fair value at the Board's initiative. and/or

vii)

Money market instruments other than those dealt in on a Regulated Market, if the issue or the issuer of such instruments are themselves regulated for the purpose of protecting investors and savings, and provided that such instruments are: a. issued or guaranteed by a central, regional or local authority or by a central bank of an EU Member State, the European Central Bank, the EU or the European Investment Bank, a non-EU Member State or, in case of a Federal State, by one of the members making up the federation, or by a public international body to which one or more EU Member States belong; or b. issued by an undertaking, any securities of which are dealt in on Regulated Markets referred to in 1) a) i) and ii) above; or c. issued or guaranteed by a credit institution subject to prudential supervision, in accordance with criteria defined by Community law, or by a credit institution which is subject to and complies with prudential rules considered by the CSSF to be at least as stringent as those laid down by Community law; or d. issued by other bodies belonging to the categories approved by the CSSF provided that investments in such instruments are subject to investor protection equivalent to that laid down in a. b. or c. above and provided that the issuer is a company whose capital and reserves amount to at least ten million Euro (EUR 10,000,000) and which presents and publishes its annual accounts in accordance with the fourth Directive 78/660/EEC, is an entity which, within a group of companies, is dedicated to the financing of the group or is an entity which is dedicated to the financing of securitisation vehicles which benefit from a banking liquidity line.

b)

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In addition, the Company may invest a maximum of 10% of the assets of any Sub-Fund in transferable securities and money market instruments other than 23

those referred to under a) above. 2)

a)

The Company may hold ancillary liquid assets.

b)

The Company will ensure that the global exposure relating to derivative instruments does not exceed the total net value of the Sub-Fund to which they apply. The exposure is calculated taking into account the current value of the underlying assets, the counterparty risk, foreseeable market movements and the time available to liquidate the positions. This shall also apply to the following subparagraphs. The Company may invest, as a part of investment policy of its Sub-Funds and within the limits laid down in paragraph 3) a), v) and vi) in financial derivative instruments provided that the exposure to the underlying assets does not exceed in aggregate the investment limit laid in paragraph 3). When the Company on the behalf of any of its Sub-Funds invests in index-based financial derivative instruments, these investments do not have to be combined to the limits laid down in paragraph 3). When a transferable security or money market instrument embeds a derivative, the latter must be taken into account when complying with the requirements of this item 2.

3)

a)

i)

The Company will invest no more than 10% of the assets of any Sub-Fund in transferable securities or money market instruments issued by the same issuing body. The Company may not invest more than 20% of the total assets of such SubFund in deposits made with the same body. The risk exposure to a counterparty of a Sub-Fund in an OTC derivative transaction may not exceed 10% of its assets when the counterparty is a credit institution referred to in 1) a) v) above or 5% of its assets in other cases.

ii)

The total value of the transferable securities and money market instruments held by the Company on behalf of the Sub-Fund in the issuing bodies in each of which it invests more than 5% of the assets of such Sub-Fund must not exceed 40% of the value of the assets of such Sub-Fund. This limitation does not apply to deposits and OTC derivative transactions made with financial institutions subject to prudential supervision. Notwithstanding the individual limits laid down in paragraph 3) a) i), the Company may not combine for each Sub-Fund: investments in transferable securities or money market instruments issued by, and/or -

deposits made with, and/or

exposures arising from OTC derivative transactions undertaken with a single body, in excess of 20% of its assets. iii)

GEDI:811364v2

The limit of 10% laid down in sub-paragraph 3) a) i) above will be increased to a maximum of 35% in respect of transferable securities or money market instruments which are issued or guaranteed by an EU Member State, its local authorities or agencies, or by another Eligible State or by public international bodies of which one or more EU Member States are members. 24

iv)

The limit laid down in the first paragraph of 3) a) i) may be of a maximum of 25% for certain debt instruments when they are issued by a credit institution which has its registered office in the EU and is subject by law, to special public supervision designed to protect unitholders. In particular, sums deriving from the issue of these debt instruments must be invested in accordance with the law, in assets which, during the whole period of validity of the debt instruments, are capable of covering claims attached to said instruments and which, in case of bankruptcy of the issuer, would be used on a priority basis for the repayment of the principal and payment of accrued interest. If a Sub-Fund invests more than 5% of its assets in the debt instruments referred to in the above paragraph and issued by one issuer, the total value of such investments may not exceed 80% of the value of the assets of the SubFund.

v)

The transferable securities and money market instruments referred to paragraphs iii) and iv) above shall not be included in the calculation of the limit of 40% stated in paragraph 3) a) ii) above.

vi)

The limits set out in sub-paragraphs i), ii) iii) and iv) may not be aggregated and, accordingly, investments in transferable securities or money market instruments issued by the same issuing body, in deposits or derivative instruments made with this body carried out in accordance with sub-paragraphs i), ii) iii) and iv) above may not, in any event, exceed a total of 35% of any SubFund's assets; Companies which are part of the same group for the purposes of the establishment of consolidated accounts, as defined in accordance with directive 83/349/EEC or in accordance with recognised international accounting rules, are regarded as a single body for the purpose of calculating the limits contained in section 3) a). A Sub-Fund may cumulatively invest up to 20% of the assets in transferable securities and money market instruments within the same group.

b)

i)

Without prejudice to the limits laid down in section 4 below, the limits laid down in section 3 a) above are raised to a maximum of 20% for investments in shares and /or debt securities issued by the same body when, according to the prospectus, the aim of the Sub-Funds’ investment policy is to replicate the composition of a certain stock or debt securities index which is recognised by the CSSF, on the following basis: - the composition of the index is sufficiently diversified, - the index represents an adequate benchmark for the market to which it refers, - it is published in an appropriate manner.

GEDI:811364v2

ii)

The limit laid down in 3) b) i) above is raised to 35% where that proves to be justified by exceptional market conditions in particular in regulated markets where certain transferable securities or money market instruments are highly dominant. The investment up to this limit is only permitted for a single issuer.

iii)

Notwithstanding the provisions outlined in section 3 a), the Company is authorised to invest up to 100% of the assets of any Sub-Fund, in accordance with the principle of risk spreading, in transferable securities and money market instruments issued or guaranteed by an EU Member State, by its local authorities or agencies, or by another member state of the OECD or by public international bodies of which one or more EU Member States are members, provided that such Sub-Fund must hold securities from at least six different issues and securities from one issue do not account for more than 30% of the total assets of such Sub-Fund.

25

4)

a)

The Company may not acquire: i)

Shares carrying voting rights which should enable it to exercise significant influence over the management of an issuing body; or

ii)

More than: a. b. c. d.

10% of the non-voting shares of the same issuer; and/or 10% of the debt securities of the same issuer; and/or 25% of the units of the same UCITS and/or other UCI; and/or 10% of the money market instruments of the same issuer;

The limits under 4) a) ii) b. c. and d. may be disregarded at the time of acquisition, if at that time the gross amount of the debt securities, or of money market instruments or units or the net amount of the instruments in issue cannot be calculated. b)

5)

Paragraphs 4 a) i) and 4 a) ii) above are waived as regards: i)

Transferable securities and money market instruments issued or guaranteed by an EU Member State or its local authorities;

ii)

Transferable securities and money market instruments issued or guaranteed by a non-member state of the EU;

iii)

Transferable securities and money market instruments issued by public international bodies of which one or more EU Member States are members;

iv)

Shares held by a Sub-Fund in the capital of a company incorporated in a nonmember state of the EU which invests its assets mainly in the securities of issuing bodies having their registered office in that State, where under the legislation of that state, such a holding represents the only way in which the Sub-Fund can invest in the issuing bodies of that State. This derogation, however, shall apply only if in its investment policy the company from the nonMember State of the EU complies with the limits laid down in 3) a), 4) a) i) and ii), and 5).

v)

Shares held by one or more investment companies in the capital of subsidiary companies which, exclusively on its or their behalf carry on only the business of management, advice or marketing in the country where the subsidiary is located, in regard to the redemption of Shares at the request of Shareholders.

a)

The Company may acquire units of the UCITS and/or other UCIs referred to in paragraph 1) a) (iv), provided that no more than 10% of a Sub-Fund's net assets be invested in units of UCITS or other UCIs.

b)

When the Company invests in the units of other UCITS and/or other UCIs linked to the Company by common management or control, or by a substantial direct or indirect holding, or managed by a management company linked to the Management Company, no subscription or redemption fees may be charged to the Company on account of its investment in the units of such other UCITS and/or UCIs. In respect of a Sub-Fund's investments in UCITS and other UCIs linked to the Company as described in the preceding paragraph, double-charging of fees will not exceed 1.00% of the net asset value. The Company will indicate in its annual report the total management fee charged both to the relevant Sub-Fund and to the UCITS and other UCIs in which such Sub-Fund has invested during the relevant period.

c)

GEDI:811364v2

The underlying investments held by the UCITS or other UCIs in which the Company invests do not have to be considered for the purpose of the investment 26

restrictions set forth under 3) a) above. 6)

In addition the Company will not: a)

Make investments in - or enter into transactions involving - precious metals, commodities, commodities contracts, or certificates representing these;

b)

Purchase or sell real estate or any option, right or interest therein, provided the Company may invest in transferable securities secured by real estate or interests therein or issued by companies which invest in real estate or interests therein;

c)

Carry out uncovered sales of transferable securities or other financial instruments, money market instruments or UCITS and/or other UCIs referred to above;

d)

Make loans to – or act as guarantor on behalf of - third parties. However, this restriction shall not prevent the Company from acquiring transferable securities, money market instruments or other financial instruments referred to in paragraph 1) a) iv), vi) and vii), which are not fully paid.

e)

Borrow for the account of any Sub-Fund amounts in excess of 10% of the total assets of that Sub-Fund taken at market value, any such borrowings to be from banks and to be effected only as a temporary measure for exceptional purposes including the redemption of Shares. However, the Company may acquire foreign currency by means of a back-to-back loan;

f)

Mortgage, pledge, hypothecate or otherwise encumber as security for indebtedness any securities held for the account of any Sub-Fund, except as may be necessary in connection with the borrowings mentioned above, and then such mortgaging, pledging, or hypothecating may not exceed 10% of the asset value of each Sub-Fund. In connection with OTC transactions including amongst others, swap transactions, option and forward exchange or futures transactions, the deposit of securities or other assets in a separate account shall not be considered a mortgage, pledge or hypothecation for this purpose;

g)

Underwrite or sub-underwrite securities of other issuers;

h)

Make investments in any transferable securities involving the assumption of unlimited liability.

7)

To the extent that an issuer is a legal entity with multiple compartments where the assets of a compartment are exclusively reserved to the investors in such compartment and to those creditors whose claim has arisen in connection with the creation, operation or liquidation of that compartment, each compartment is to be considered to be a separate issuer for the purpose of the application of the risk-spreading rules set out in 3) a); 3) b) i) and ii); and 5) above.

8)

During the first six months following its launch, a new Sub-Fund may derogate from restrictions 3) and 5) while ensuring observance of the principle of riskspreading.

9)

Each Sub-Fund must ensure an adequate spread of investment risks by sufficient diversification.

10)

The Company will in addition comply with such further restrictions as may be required by the regulatory authorities in which the Shares are marketed.

11)

The Company need not comply with the investment limit percentages when exercising subscription rights attached to securities which form part of its assets.

GEDI:811364v2

27

If the percentage limitations set forth in the above restrictions are exceeded for reasons beyond the control of the Company or as a result of the exercise of subscription rights, it must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interests of its Shareholders. Within the following limits and within the investment guidelines determined in respect of each Sub-Fund, the Company may employ techniques and instruments relating to transferable securities and money market instruments for efficient portfolio management as well as financial derivative instruments for hedging and efficient portfolio management: (a) Options on transferable securities It may deal in options on securities, options on stock indices and on other financial instruments, as well as in financial futures only if such options and futures are traded on a recognized exchange or a Regulated Market which operates regularly and is recognised and open to the public. It may write put options on securities provided it maintains during the lifetime of such options adequate liquid reserves in order to cover the full exercise prices payable in respect of the securities to be purchased upon exercise of such options. It may write call options on securities provided such options are covered by assets within the Sub-Fund concerned. In such event, the corresponding assets are to be maintained within such Sub-Fund until the exercise date of the options concerned, except if a sale thereof appears advisable in the context of decreasing markets and provided the liquidity of the market is sufficient to ensure immediate cover of any open position. In this case the aggregate exercise price of all uncovered options shall not exceed 25% of the net assets of the relevant Sub-Fund and the Sub-Fund is, at any time, in a position to cover the open position resulting from such transactions. It may acquire call and put options on securities provided that the aggregate acquisition prices (in terms of premiums paid) of all options on securities and such options that are acquired for purposes other than hedging shall not exceed 15% of the net assets of the relevant Sub-Fund. (b) Futures and options on indices, interest rates and other financial instruments. It may enter into index futures or interest rate futures contracts or purchase or write options thereon, including: i) the acquisition of put options or the writing of call options and the entering into of futures sales contracts all for hedging purposes, provided the value of the underlying securities included in such futures sales contracts does not exceed, together with the underlying securities comprised in options on stock indices or on other financial instruments purchased and/or sold for the same purpose, the market value of the assets to be hedged and provided further that in connection with interest rate futures contracts or options thereon, currency risks shall be avoided; and ii) the purchase and writing of options on stock indices and other financial instruments and the entering into of futures sales and/or purchase contracts for purposes other than hedging, provided the value of the underlying securities of such futures and options contracts does not exceed, together with the value of the underlying securities of all options on securities and on stock indices or on other financial instruments held for purposes other than hedging, the net assets of the Sub-Fund concerned. With respect to options referred to under (a) and (b) above, the Company may enter into OTC option transactions with first class financial institutions participating in this type of transaction if such transactions are more advantageous to the Company, or if quoted options having the required features are not available. (c) Currency hedging transactions In order to hedge foreign exchange risks it may have outstanding commitments in currency futures and/or hold currency options provided such futures and options are dealt in on a Regulated Market, or enter into currency forward contracts or currency swaps with highly rated financial institutions. It may further for hedging purposes enter into interest swap transactions with highly rated financial institutions, with the aim of avoiding currency risks. The currency transactions described herein shall only be entered into for hedging purposes and not for speculative purposes. The hedging objective of the GEDI:811364v2

28

transactions referred to above presupposes the existence of a direct relationship between the contemplated transaction and the assets or liabilities to be hedged and implies that, in principle, transactions in a given currency (including currencies bearing a substantial relation to such given currency) may not exceed the total valuation of such assets and liabilities nor may they, as regards their duration, exceed the period during which such assets are held or anticipated to be acquired or for which such liabilities are incurred or anticipated to be incurred. The Company shall not lend portfolio securities except against adequate security blocked in favour of the Company either in the form of guarantees issued by highly rated banking institutions or in the form of a pledge on cash or debt securities issued by member states of the OECD. The value of such security, at the conclusion of the lending agreement, must be at least equal to the value of the total value of the securities lent. No securities lending may be made except through recognised clearing houses or highly rated financial institutions specialising in this type of transaction and for more than one half of the aggregate market value of securities held by each Portfolio and for periods exceeding 30 days. The Company may enter, either as purchaser or seller, into repurchase agreements with highly rated financial institutions specialized in this type of transaction. During the lifetime of the repurchase agreements, the Company may not sell the securities which are the object of the agreement (i) either before the repurchase of the securities by the counterparty has been carried out or (ii) the repurchase period has expired. The Company must ensure it restricts the value of purchased securities subject to repurchase obligation at such a level that it is able, at all times, to meet its obligations to redeem its own Shares. Repurchase agreements will only be entered into on an ancillary basis unless expressly otherwise provided for a Sub-Fund in its investment policy. Subject to acquisition of debt instruments, the placing of bank deposits and the lending of securities referred to above, the Company shall not make loans to third parties or guarantee the obligations of third parties. The Company need not comply with the investment limit percentages above when exercising subscription rights attaching to securities which form part of the assets of a specific Sub-Fund. If such percentages are exceeded for reasons beyond the control of the Company or as a result of the exercise of subscription rights, the Company must adopt as a priority objective for its sales transactions the remedying of that situation, taking due account of the interests of the Shareholders. f) Risk Management Process The Company will employ a risk-management process which enables it to monitor and measure at any time the risk of the positions and their contribution to the overall risk profile of each Sub-Fund. The Company or the General Portfolio Manager will employ, if applicable, a process for accurate and independent assessment of the value of any OTC derivative instruments. g) Net Asset Value The net asset value per Share of each Sub-Fund or Class is calculated in the reference currency of the relevant Sub-Fund and may be translated into other currencies for the purpose of subscriptions, redemptions and switches on the basis of the exchange rate applicable on the relevant Valuation Date. The net asset value per Share of Dividend Shares and Accumulation Shares of each Sub-Fund or Class shall be determined by the Company on each Valuation Date, by dividing the net assets corresponding to each Class of Shares, being the value of the assets corresponding to the relevant Class less the liabilities attributable to such Class by the number of Shares of such Class outstanding. The assets and liabilities of the Company shall be allocated in the following manner: a) the issue price which shall be received upon issue of Shares connected with a specific Sub-Fund shall be attributed in the accounts of such Sub-Fund. Assets and liabilities of that Sub-Fund as well as income and expenses which are related to a specific Sub-Fund, shall be attributed to it taking into account the following provisions; b) an asset derived from another asset will be applied to the same Sub-Fund as the asset from which it was derived. On each revaluation of an asset the increase or decrease in value shall be applied to the SubFund concerned; GEDI:811364v2

29

c) if the Company incurs liability of any kind in connection with an asset attributable to a Sub-Fund, then such liability shall be attributed to the same Sub-Fund; d) if an asset or liability cannot be attributed to any Sub-Fund, then such asset or liability shall be allocated to all the Sub-Funds prorata to the respective net asset values of the Sub-Funds; e) upon a distribution to Shareholders of a specific Sub-Fund or upon a payment of expenses on behalf of Shareholders of a specific Sub-Fund, the proportion of the total net assets attributable to such Sub-Fund shall be reduced by the amount of the distribution or of such expenses; f) if Dividend Shares and Accumulation Shares are issued within the same Sub-Fund and/or if different Classes have been created within the same Sub-Fund, the attribution rules referred to above shall apply mutatis mutandis to such Shares and/or Classes of Shares. The assets of the Company will be valued as follows: (a) Securities and/or financial derivative instruments listed on a stock exchange will be valued at the latest available price. If a security and/or financial derivative instrument is listed on several stock exchanges, the last available sales price at the stock exchange which constitutes the main market for such securities and/or financial derivative instruments, will prevail; for securities and/or financial derivative instruments for which trading on the relevant stock exchange is thin and secondary market trading is done between dealers who, as main market makers, offer prices in response to market conditions, the Company may decide to value such securities and/or financial derivative instruments in line with the prices so established; fixed income securities are valued on the basis of the latest available middle price on the relevant stock exchange or the middle prices of last available quotes from market makers which constitute the main market for such securities. (b) Securities and/or financial derivative instruments dealt in on a Regulated Market shall be valued in a manner similar to listed securities. (c) Securities which are neither listed on any stock exchange nor dealt in on a Regulated Market will be valued at their last available market price; if there is no such market price, they will be valued in good faith by the Company in accordance with such prudent valuation rules as the Company may determine and on the basis of reasonably foreseeable sales prices. (d) Liquid assets will be valued at their market value with interest accrued; in the case of debt instruments (especially discount instruments), the value of the instrument based on the net acquisition cost, is gradually adjusted to the repurchase price thereof while the investment return calculated on the net acquisition cost is kept constant. In the event of material changes in market conditions, the valuation basis of the investment is adjusted to the new market yields. (e) Financial derivative instruments which are not listed on any official stock exchange or traded on any other organised market will be valued in a good-faith manner on a daily basis in accordance with market practice. (f) Shares or units in underlying open-ended investment funds shall be valued at their latest available net asset value, reduced by any applicable charges. (g) Assets denominated in a currency other than that in which the net asset value will be expressed, will be converted at the applicable market rate. In that context account shall be taken of hedging instruments used to cover foreign exchange risks. The allocation of the assets and liabilities of the Company among the different Sub-Funds is relevant for the respective relationships between the Shareholders holding Shares of such different Sub-Funds, the Company and the Custodian Bank and does not affect rights which third parties may legally have vis-à-vis the Company, which constitutes one single collective investment scheme. The assets of a specific Sub-Fund are solely accountable for the liabilities, commitments and obligations of that Sub-Fund. In varying its policies in respect of each Sub-Fund, the Company may apply different rules of valuation if this appears to be appropriate in the light of the investments made, provided that one set of rules shall be applied to the valuation of all assets allocated to a specific Sub-Fund. GEDI:811364v2

30

The Company is entitled to deviate from the valuation rules set out in (a), (b), (c) and (f) above in valuing the assets attributable to any given Sub-Fund by adding to the prices referred to in (a), (b), (c) and (f) above an amount reflecting the estimated cost of the acquisition of corresponding assets in the event the Company expects further investments to be made on behalf of such Sub-Fund, or by deducting from the prices referred to in (a), (b), (c) and (f) above an amount reflecting the estimated cost of the disposal of such assets, in the event the Company expects investments attributable to such Sub-Fund to be sold. In the event of it being impossible or incorrect to carry out a valuation in accordance with the above rules owing to particular circumstances, the Company is entitled to use other generally recognised valuation principles, which can be examined by an auditor, in order to reach a proper valuation of the Company’s total assets. The net asset value shall be rounded up or down to the nearest current unit of the relevant currency. h) Pooling The Company may invest and manage all or any part of the assets held for two or more Sub-Funds (for the purposes hereof "Participating Sub-Funds") on a pooled basis. Any such asset pool shall be formed by transferring to it cash or other assets (subject to such assets being appropriate in respect to the investment policy of the pool concerned) from each of the Participating Sub-Funds. Thereafter, the Company may from time to time make further transfers to each asset pool. Assets may also be transferred back to a Participating Sub-Fund up to the amount of the participation of the Sub-Fund concerned. The share of a Participating Sub-Fund in an asset pool shall be measured by reference to notional units of equal value in the asset pool. On formation of an asset pool, the Company shall determine the initial value of notional units (which shall be expressed in such currency as the Company may consider appropriate) and shall allocate to each Participating Sub-Fund notional units having an aggregate value equal to the amount of cash (or to the value of other assets) contributed. Thereafter, the value of the units shall be determined by dividing the net assets of the asset pool by the number of notional unit subsisting. When additional cash or assets are contributed to or withdrawn from an asset pool, the allocation of notional units of the Participating Sub-Fund concerned will be increased or reduced, as the case may be, by a number of notional units determined by dividing the amount of cash or the value of assets contributed or withdrawn by the current value of the Participating Sub-Fund’s share in the pool. Where a contribution is made in cash, it may be treated for the purpose of this calculation as reduced by an amount which the Company considers appropriate to reflect fiscal charges and dealing and purchase costs which may be incurred in investing the cash concerned; in the case of cash withdrawal, a corresponding deduction may be made to reflect costs which may be incurred in realising securities or other assets of the asset pool. Dividends, interest and other distributions of an income nature earned in respect of the assets in an asset pool will be applied to such asset pool and cause the respective net assets to increase. Upon the dissolution of the Company, the assets in an asset pool will be allocated to the Participating Sub-Funds in proportion to their respective participation in the asset pool. i) Co-Management In order to reduce operational and administrative charges while allowing a wider diversification of the investments, the Board may decide that part or all of the assets of one or several Sub-Funds will be comanaged with assets attributable to other Sub-Funds or assets belonging to other Luxembourg collective investment schemes. In the following paragraphs, the words "co-managed entities" shall refer globally to the Company and each of its Sub-Funds and all entities with and between which there would exist any given co-management arrangement and the words "co-managed assets" shall refer to the entire assets of these co-managed entities and co-managed pursuant to the same co-management arrangement. Under the co-management arrangement, the co-managers will be entitled to take, on a consolidated basis for the relevant co-managed entities, investment, disinvestment and portfolio readjustment decisions which will influence the composition of the assets of the Sub-Funds. Each co-managed entity shall hold a portion of the co-managed assets corresponding to the proportion of its net assets to the total value of the comanaged assets. This proportional holding shall be applicable to each and every line of investment held or acquired under co-management. In case of investment and/or disinvestment decisions these proportions shall not be affected and additional investments shall be allotted to the co-managed entities pursuant to the

GEDI:811364v2

31

same proportion and assets sold shall be levied proportionately on the co-managed assets held by each comanaged entity. In the case of new subscriptions in one of the co-managed entities, the subscription proceeds shall be allotted to the co-managed entities pursuant to the modified proportions resulting from the net asset increase of the co-managed entity which has benefited from the subscriptions and all lines of investment shall be modified by a transfer of assets from one co-managed entity to the other in order to be adjusted to the modified proportions. In a similar manner, in case of redemptions in one of the co-managed entities, the cash required may be levied on the cash held by the co-managed entities pursuant to the modified proportions resulting from the net asset reduction of the co-managed entity which has suffered from the redemptions and, in such case, all lines of investment shall be adjusted to the modified proportions. Shareholders should be aware that, in the absence of any specific action by the Company or its appointed agents, the co-management arrangement may cause the composition of assets of the Sub-Funds to be influenced by events attributable to other co-managed entities such as subscriptions and redemptions. Thus, all other things being equal, subscriptions received in one entity with which a Sub-Fund is co-managed will lead to an increase of such Sub-Fund’s reserve of cash. Conversely, redemptions made in one entity with which a Sub-Fund is co-managed will lead to a reduction of such Sub-Fund’s reserve of cash. Subscriptions and redemptions may however be kept in the specific account opened for each co-managed entity outside the co-management arrangement and through which subscriptions and redemptions must pass. The possibility to allocate substantial subscriptions and redemptions to these specific accounts together with the possibility for the Company or its appointed agents to decide at any time to terminate the co-management arrangement permit the Company to avoid the readjustments of the assets of its Sub-Funds if these readjustments are likely to affect the interest of the Company or the Sub-Funds and of their Shareholders. If a modification of the composition of the Company or one or several Sub-Fund’s assets resulting from redemptions or payments of charges and expenses peculiar to another co-managed entity (i.e. not attributable to the Company or the Sub-Fund concerned) is likely to result in a breach of the applicable investment restrictions, the relevant assets shall be excluded from the co-management arrangement before the implementation of the modification in order for it not to be affected by the ensuing adjustments. Co-managed assets shall only be co-managed with assets intended to be invested pursuant to investment objectives identical to those applicable to the co-managed assets in order to ensure that investment decisions are fully compatible with the investment policy of the Sub-Funds. Co-managed assets shall only be co-managed with assets for which the Custodian Bank is also acting as custodian in order to ensure that the Custodian Bank is able, with respect to the Company or its Sub-Funds, to fully carry out its functions and responsibilities pursuant to the 2002 Law. The Custodian Bank shall at all times keep the Company's assets segregated from the assets of other of co-managed entities and shall therefore be able at all times to identify the assets of the Company and of each Sub-Fund. Since co-managed entities may have investment policies which are not strictly identical to the investment policy of a Sub-Fund, it is possible that as a result the common policy implemented may be more restrictive than that of that Sub-Fund. The Company may decide at any time and without notice to terminate the co-management arrangement. Shareholders may at all times contact the registered office of the Company to be informed of the percentage of assets which are co-managed and of the entities with which there is such a co-management arrangement at the time of their request. Annual and semi-annual reports shall state the co-managed assets' composition and percentages. j) Suspension of Net Asset Value Calculation The Company may temporarily suspend calculation of the net asset value per Share of a Sub-Fund and hence the issue, the redemption and the switching out of or into Shares of such Sub-Fund when: a) a market which is the basis for the valuation of a major part of the assets attributable to the relevant Sub-Fund is closed, or when trading on such a market is limited or suspended; b) a political, economic, military, monetary or other emergency beyond the control, liability and influence of the Company makes the disposal of the assets of any Sub-Fund impossible under normal conditions or such disposal would be detrimental to the interests of the Shareholders; c) the disruption of the communications network or any other reason makes it impossible to determine the value of a major portion of the assets of any Sub-Fund; GEDI:811364v2

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d) owing to the limitations on exchange transactions or other transfers of assets, the business transactions become impracticable in respect of any Sub-Fund, or where it can be objectively demonstrated that purchases and sales of the assets of any Sub-Fund cannot be effected at normal prices. A suspension with respect to any particular Sub-Fund will not automatically affect the calculation of the net asset value of the Shares of the other Sub-Funds. k) Incorporation, Share Capital The Company was incorporated in Luxembourg by notarial deed on September 21, 2005 and is registered with the Registre de Commerce in Luxembourg under number B 110682. Its initial capital amounted to 35,000 Euros. The Company has been incorporated for an unlimited period and liquidation can be decided upon by an extraordinary meeting of Shareholders. The Articles of Incorporation are on file with the Registre de Commerce et des Sociétés, where they may be consulted. The Articles of Incorporation have been published in the Mémorial “C”, Recueil des Sociétés et Associations on October 4, 2005 (the "Mémorial"). The Articles of Incorporation were last amended by notarial deed on November 10, 2006, published in the Luxembourg Mémorial on November 24, 2006. The capital of the Company, expressed in Euros, shall at all times be equal to the total net assets of the Company. The minimum capital, as provided by law, is fixed at 1,250,000 Euros. l) Accounting Year, Audit, Reports The accounting year of the Company ends on December 31 each year, and for the first time on December 31, 2006. The Company has appointed KPMG Audit, Luxembourg as its auditor. Annual audited reports will be available for inspection by Shareholders at the registered office of the Company and at the Intermediaries within four months of the close of the accounting year. Unaudited semiannual reports will also be made available in the same manner within two months of the end of the period to which they refer. The annual and semi-annual reports will comprise the consolidated accounts of the Company expressed in EUR as well as information on each Sub-Fund expressed in the reference currency of such Sub-Fund. m) Shareholders’ Rights and Meetings Shares are transferable and each Share entitles its Shareholder to participate equally in the profits and dividends of the Company and in a distribution upon liquidation. Each Share entitles the holders to one vote per Share at all meetings of Shareholders. A general meeting of Shareholders shall be held every year at the registered office of the Company or at any other place as may be specified by the notice of the meeting on the third Tuesday in April at 11.00 a.m. or in case of a public holiday, on the following bank business day in Luxembourg. Extraordinary general meetings of Shareholders shall be held whenever the Company's interest so requires, at such place and time specified by the notice of the meeting. Notice of any meeting of Shareholders shall be mailed to each registered Shareholder at least eight days prior to the meeting. In addition, convening notices will be published, in accordance with Luxembourg law, in the Mémorial, in one or several Luxembourg newspapers and in such other newspapers as the Directors may decide or as may be required in the countries in which the Shares are offered. During such period where a Sub-Fund remains authorised by the Hong Kong SFC, Hong Kong Shareholders will be entitled to receive not less than 15 days notice of all general meetings in relation to such Sub-Fund. All notices will include the agenda and specify the time and place of the meeting and the conditions of admission. At any general meeting at which an ordinary resolution is to be considered, Shareholders present in person or by proxy registered as holding 10 percent of the Shares of the relevant class for the time being in issue shall constitute a quorum. The quorum for passing a special resolution shall be Shareholders present in person or by proxy registered as holding not less than 25 percent of the Shares of the relevant class in issue GEDI:811364v2

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provided however the quorum required for the passing of a resolution to amend the Articles (including, for the avoidance of doubt, when required for the purpose of imposing any type of fee not otherwise authorised to be paid by the Company pursuant to the Articles) or to dissolve the Company shall be Shareholders present in person or by proxy registered as holding not less than 50 percent of the Shares in issue. No business shall be transacted at any meeting unless the requisite quorum is present at the commencement of business. If the quorum of 50 percent of the shares in issue required for an amendment to the Articles or (when appropriate) for the dissolution of the Company is not met, a second meeting may be convened by means of notices published twice, at fifteen days interval at least and fifteen days before the meeting in the Mémorial and in two Luxembourg newspapers. Such convening notice shall reproduce the agenda and indicate the date and the results of the previous meeting. The second meeting shall validly deliberate regardless of the proportion of capital represented. In relation to meetings other than for the purpose of amending the Articles, during such period as the Company remains authorised by the SFC, if within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to such day and time not being less than fifteen days thereafter and to such place as may be appointed by the chairman of the meeting; and at such adjourned meeting the Shareholders (whatever the number of Shares held by them) present in person or by proxy shall be a quorum. Notice of any adjourned meeting of Shareholders shall be given in the same manner as for an original meeting and such notice shall state that the Shareholders present at the adjourned meeting, whatever their number and the number of Shares held by them, will form a quorum. To be passed, resolutions (other than special resolutions) of the Company in general meeting require a simple majority of votes cast at the meeting at which the resolution is proposed. A special resolution is a resolution which is passed by not less than three-quarters majority vote of the Shareholders present or represented at the meeting. Matters relating to a particular Sub-Fund or Class, such as a vote on the payment of a dividend in relation to that Sub-Fund or Class, may be decided by a vote at a meeting of the Shareholders of that Sub-Fund or Class. Any change in the Articles affecting the rights of Shareholders of a particular Sub-Fund must be approved by a resolution both of all the Shareholders of the Company and of the Shareholders of the SubFund in question. Any material change to the Articles or this Prospectus materially affecting the rights of the Shareholders of any or all Sub-Fund(s) or Class(es) will only come into effect 3 months after its authorisation by the Luxembourg supervisory authority and notification to the Shareholders who, during such period, may request redemption of the Shares in accordance with the provisions of this Prospectus. The General Portfolio Manager can be removed by the Directors, who can themselves be removed with or without cause upon a vote of a majority of Shareholders. n) Duration, Liquidation, Amalgamation -

The Sub-Funds

The Directors may decide to liquidate one Sub-Fund if the net assets of such Sub-Fund fall below the equivalent of EUR 1,000,000, or if a change in the economic or political situation relating to the Sub-Fund concerned would justify such liquidation. The decision to liquidate will be published prior to the effective date of the liquidation and the publication will indicate the reasons for, and the procedures of, the liquidation operations. Unless the Directors otherwise decide in the interests of, or to keep equal treatment between, the Shareholders, the Shareholders of the Sub-Fund concerned may continue to request redemption or switching of their Shares. Assets which could not be distributed to their beneficiaries upon the close of the liquidation of the Sub-Fund concerned will be deposited with the Custodian Bank for a period of six months after the close of liquidation. After such time, the assets will be deposited with the “Caisse de Consignation” on behalf of their beneficiaries. Under the same circumstances as provided in the preceding paragraph, the Directors may decide to close down one Sub-Fund by contribution into another Sub-Fund. In addition, such amalgamation may be decided by the Directors if required by the interests of the Shareholders of the relevant Sub-Fund. Such decision will be published in the same manner as described in the preceding paragraph and, in addition, the publication will contain information in relation to the new Sub-Fund. Such publication will be made one month before the date on which the amalgamation becomes effective in order to enable Shareholders to GEDI:811364v2

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request redemption of their Shares, free of charge, before the operation involving contribution into another Sub-Fund becomes effective. The Directors may also, under the same circumstances as provided above, decide to close down one SubFund by contribution into another UCI governed by the 2002 Law. In addition, such merger may be decided by the Directors if required by the interests of the Shareholders of the relevant Sub-Fund. Such decision will be published in the same manner as described above and, in addition, the publication will contain information in relation to the other UCI. Such publication will be made one month before the date on which the merger becomes effective in order to enable Shareholders to request redemption of their Shares, free of charge, before the operation involving contribution into another UCI becomes effective. In the case of contribution to another UCI of the mutual fund type, the merger will be binding only on Shareholders of the relevant Sub-Fund who expressly agree to the merger. In the event that the Directors determine that it is required by the interests of the Shareholders of the relevant Sub-Fund or that a change in the economic or political situation relating to the Sub-Fund concerned has occurred which would justify it, the reorganisation of one Sub-Fund, by means of a division into two or more Sub-Funds, may be decided by the Directors. Such decision will be published in the same manner as described above and, in addition, the publication will contain information in relation to the two or more new Sub-Funds. Such publication will be made one month before the date on which the reorganisation becomes effective in order to enable the Shareholders to request redemption of their Shares, free of charge, before the operation involving division into two or more Sub-Funds becomes effective. Any of the aforesaid decisions to liquidate, amalgamate, merge or reorganise may also be decided by a separate class meeting of the Shareholders of the Sub-Fund concerned where no quorum is required and the decision is taken by a simple majority of the Shares voting at the meeting. -

The Company

The Company may at any time be dissolved by a resolution of a general meeting of Shareholders. Liquidation will be carried out by one or more liquidators appointed by the general meeting of Shareholders and the net liquidation proceeds of the Company distributed to Shareholders in proportion to their respective holdings at the close of liquidation. Assets or proceeds which could not be distributed to their beneficiaries upon the close of the liquidation of the Company will be deposited with the Custodian Bank for a period of six months after the close of liquidation. After such time, the assets will be deposited with the “Caisse de Consignation” on behalf of their beneficiaries. Whenever the share capital of the Company falls below two thirds of the minimum capital required by Luxembourg law, the question of the dissolution of the Company shall be referred to a general meeting by the Directors. The general meeting, for which no quorum shall be required, shall decide by simple majority of the Shares present and represented at the meeting. The question of the dissolution of the Company shall further be referred to a general meeting whenever the share capital falls below one fourth of the minimum capital indicated above. In such an event, the general meeting shall be held without any quorum requirements and the dissolution may be decided by Shareholders holding one fourth of the Shares present and represented at the meeting. Any such meeting must be convened so that it is held within a period of forty days from ascertaining that the net assets of the Company have fallen below two thirds or one fourth of the legal minimum, as the case may be. o) Information to Shareholders The net asset value per Share of each Sub-Fund shall be published daily in the Financial Times and the Wall Street Journal Asia. It may also be published in other publications selected by the Directors in the countries in which Shares are offered. The latest net asset value per Share of each Sub-Fund is also available on any bank business day in Luxembourg at the registered office of the Company in Luxembourg. Other information on the Company may be available upon request on any bank business day in Luxembourg at the registered office of the Company or through your Intermediary. Any information relating to any suspension of the determination of the net asset value of any Sub-Funds of the Company, which in the reasonable opinion of the Directors will exceed one week, will in addition be published in the European edition of the Financial Times.

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Notices to Shareholders, including dividend announcements in respect of Dividend Shares, will either be published in a newspaper in Luxembourg and in newspapers published in countries where the Shares are sold (insofar as required by applicable regulations), or sent to the Shareholders at their addresses indicated in the register of Shareholders or communicated via other means as deemed appropriate by the Directors. p) Material Documents and Contracts The following documents are also available for inspection at the registered office of the Company during normal business hours: -

the Articles of Incorporation; the general portfolio manager agreement between the Company and the General Portfolio Manager; the custodian and central administration agreements between the Company and Citibank International plc, acting through its Luxembourg Branch; the latest annual and semi-annual reports; the Prospectus; the Simplified Prospectus.

Copies of this Prospectus, Simplified Prospectus, the periodic reports and the Articles of Incorporation may be obtained without cost at the registered office of the Company.

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ANNEX 1 TO PROSPECTUS DATED MAY 2008 This Annex is dated May 2008 and will be updated when appropriate.

Sub-Funds

Citigroup Property Investors Real Estate Securities Sicav – Global Diversified Subfund

1

Class A Shares (Euro) Dividend Accumul Shares 1 ation Shares 1 No

Yes

Class A Shares (USD) Dividend Accumul Shares 1 ation Shares 1 Yes

Yes

Class B Shares (USD) Dividend Accumul Shares 1 ation Shares 1 Yes

No

Class I Shares (Euro)

Class I Shares (GBP)

Class I Shares (USD)

Dividend Shares 1

Accumul ation Shares 1

Dividend Shares 1

Accumul ation Shares 1

Dividend Shares 1

Yes

Yes

Yes

Yes

Yes

Accumul ation Shares 1 Yes

Certain Classes may be offered in certain jurisdictions only. Subscribers should consult their Intermediaries as to the availability of any Class in their jurisdiction.

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