Vitruvian SCA SICAV-SIF A société en commandite par actions qualifying as a société d’investissement à capital variable – fonds d’investissement spécialisé

Registered pursuant to the Luxembourg law of 13 February 2007 relating to specialized investment funds, as amended or supplemented from time to time.

INVESTMENT MEMORANDUM

MARCH 2014

The General Partner of the Fund is responsible for the information contained in this Investment Memorandum. To the best of the knowledge of the General Partner (who has taken all reasonable care to ensure that this is the case), the information contained in this Investment Memorandum is considered to be accurate at the date mentioned hereabove and does not omit anything likely to affect the importance of such information. To reflect material changes, this Investment Memorandum will be updated from time to time and potential subscribers should enquire with the General Partner as to the issue of any later or updated Investment Memorandum.

VISA 2014/93938-8166-0-PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le 2014-03-25 Commission de Surveillance du Secteur Financier

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IMPORTANT INFORMATION

PROSPECTIVE INVESTORS SHOULD READ THIS INVESTMENT MEMORANDUM CAREFULLY BEFORE DECIDING WHETHER TO PURCHASE SHARES IN THE FUND OR IN A SPECIFIC SUB-FUND AND SHOULD PAY PARTICULAR ATTENTION TO THE INFORMATION UNDER THE SECTION “GENERAL RISK CONSIDERATIONS”. THE FUND, THE SUB-FUNDS AND THE INVESTMENTS IN WHICH THEY INVEST ARE SPECULATIVE INVESTMENTS AND INVOLVE SIGNIFICANT RISKS. INVESTMENT IN THE FUND SHOULD BE REGARDED AS A LONG-TERM INVESTMENT. THERE CAN BE NO ASSURANCE THAT THE SUB-FUND’S INVESTMENT OBJECTIVE WILL BE ACHIEVED AND INVESTMENT RESULTS MAY VARY SUBSTANTIALLY OVER TIME. INVESTMENT IN THE FUND MAY NOT BE SUITABLE FOR ALL INVESTORS AND AS SUCH PROSPECTIVE INVESTORS SHOULD BE AWARE THAT INVESTMENT IN THE FUND CARRIES A SIGNIFICANT DEGREE OF RISK. THE FUND IS ONLY SUITABLE FOR INVESTMENT BY INVESTORS WHO ARE AWARE OF AND UNDERSTAND THE RISKS INVOLVED AND ARE ABLE TO WITHSTAND THE LOSS OF ALL OR A SIGNIFICANT PORTION OF THEIR INVESTMENT. INVESTMENT IN THE FUND IS NOT INTENDED TO BE A COMPLETE INVESTMENT PROGRAM FOR ANY INVESTOR. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER (I) WHETHER AN INVESTMENT IN SHARES IS SUITABLE FOR THEM IN LIGHT OF THEIR CIRCUMSTANCES AND FINANCIAL RESOURCES AND (II) THE RELEVANT APPENDIX. Vitruvian SCA SICAV-SIF (the “Fund”) is a société en commandite par actions incorporated under the laws of the Grand Duchy of Luxembourg as a société d’investissement à capital variable – fonds d’investissement spécialisé. The Fund is subject to the law of 13 February 2007 relating to specialized investment funds, as amended or supplemented from time to time (the “2007 Law”). The Fund and its Sub-Funds are managed by Vitruvian REIM S.à r.l. (the “General Partner”). The General Partner is offering shares (the “Shares”) with respect to any Sub-Fund, on the basis of the information contained in this investment memorandum and its appendixes (the “Investment Memorandum”), the articles of incorporation of the Fund (the “Articles”) and the subscription or commitment agreements of the Fund which are deemed to be an integral part of this Investment Memorandum (the Investment Memorandum, the Articles and the subscription or commitment agreements collectively referred to as the “Offering Documents”). According to the law of 12 July 2013 on Alternative Investment Fund Managers, the Fund being a collective investment undertaking which (i) raises capital from a number of investors, with a view to invest it in accordance with its investment policy for the benefit of those investors and (ii) does not require authorization pursuant to Article 5 of Directive 2009/65/EC, it will be qualified as an alternative investment fund. In addition, the Fund being implemented as a S.C.A. with no external manager other than the General Partner, the General Partner will be qualified as an internal alternative investment fund manager. No person is authorized to issue any advertisement or to give any information or to make any representations in connection with the offering of Shares other than those contained in the Offering

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Documents. Any purchase made by any person on the basis of statements or representations not contained in or inconsistent with the information and representations contained in the Offering Documents shall be solely at the risk of such person. Distribution of this Investment Memorandum and the offering of the Shares may be restricted in certain jurisdictions. This Investment Memorandum does not constitute an offer or solicitation in a jurisdiction where to do so is unlawful or where the person making the offer or solicitation is not qualified to do so or where a person receiving the offer or solicitation may not lawfully do so. It is the responsibility of any person in possession of this Investment Memorandum and of any person wishing to apply for Shares to inform themselves of and to observe all applicable laws and regulations of relevant jurisdictions. This Investment Memorandum has been prepared solely for the information of the person to whom it has been delivered by or on behalf of the Fund and should not be reproduced or used for any other purpose. The Articles give powers to the General Partner with respect to any Sub-Fund to impose such restrictions as it may think necessary for the purpose of ensuring that no Shares are acquired or held by any person in breach of the law or the requirements of any country or governmental authority or by any person in circumstances which in the sole opinion of the General Partner might result in the Fund / Sub-Fund incurring any liability or taxation or suffering any other disadvantage which the Fund / Sub-Fund may not otherwise have incurred or suffered. The General Partner may prohibit the acquisition by, the transfer to, or compulsorily redeem all Shares held by any such persons. The Shares are restricted and are suitable only to certain Eligible Investors and all restrictions on distributions in specific jurisdictions set forth below are to be construed accordingly. The Fund will refuse (i) to issue Shares to natural persons and to companies that cannot be qualified as Eligible Investors within the meaning of the 2007 Law (except for the General Partner) and (ii) to make any transfer of Shares to the extent that such transfer would result in a non-Eligible Investor becoming a Shareholder. The Fund, at its sole discretion, may refuse the issue or the transfer of Shares if no sufficient evidence exists that the company or entity to which the Shares should be issued or transferred is an Eligible Investor. In order to determine whether a purchaser or transferee of Shares may be qualified as an Eligible Investor, the Fund will refer to the guidance made by the relevant supervisory authorities. Generally, the Fund may, at its sole discretion and without any liability, reject any application for subscription of Shares and proceed, at any time, to the compulsory redemption of all the Shares held by a non-Eligible Investor. The value of the Shares may fall as well as rise and an investor may not ultimately retrieve the amount initially invested. Income from the Shares will fluctuate in money terms and changes in rates of exchange will, among other things, cause the value of Shares to increase or decrease. The levels and bases of, and relief from, taxation may change. In addition, the Fund’s investments are subject to market fluctuations and the risks inherent in all investments and there can be no assurances that appreciation will occur. It will be the policy of the General

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Partner to maintain a diversified portfolio of investments so as to minimise risk. Limited Shareholders should inform themselves and should take appropriate advice on the legal requirements as to possible tax consequences, legal requirements, foreign exchange restrictions, investment requirements or exchange control requirements which they might encounter under the laws of the countries of their citizenship, residence, or domicile and which might be relevant to the subscription, purchase, holding or disposal of the Shares. This Investment Memorandum and the documents referenced or incorporated by reference herein and any additional written materials furnished to the Investor by or on behalf of the Fund may contain forward-looking statements with respect to the Fund and its financial condition, results of operations, business and prospects. Statements that are not historical facts may include forward-looking statements. The words “believe,” “expect,” “anticipate,” “hope,” “intend,” “may,” “will,” “should,” “could,” “potential,” “continue,” “estimate,” “predict,” “project,” “forecast,” “assume” and “plan” and similar expressions, or the negative of such expressions, may identify forward-looking statements. Additionally, any statements concerning future financial performance (including, but not limited to, future revenues, earnings or growth rates), ongoing or anticipated business objectives, strategies or prospects and possible future actions or plans by the Fund also are forward-looking statements. Forward-looking statements are based on the Funds’ current expectations or beliefs regarding future events or circumstances, and Investors are cautioned not to place undue reliance on such forward-looking statements. Forward-looking statements are subject to numerous estimates and assumptions, known and unknown risks and uncertainties. A number of factors, many of which are out of the Funds’ control and are difficult to forecast, could cause actual future results to differ materially from those projected or implied in such forward-looking statements. While it is impossible to identify all such factors, those factors described under the “General Risk Considerations” section of this Investment Memorandum include some of the factors which could cause actual results to differ materially from those expressed or implied in any forward-looking statements. All of the forward-looking statements contained in this Investment Memorandum and the documents referenced or incorporated by reference herein, and in any additional written materials furnished to the Investor by or on behalf of the Fund, should be considered in light of these and other risk factors. The forward-looking statements contained in this Investment Memorandum are as of the date appearing on the front page of this Investment Memorandum, and the forward-looking statements contained in the documents referenced or incorporated by reference herein and in any additional written materials furnished to prospective Investors by or on behalf of the Fund are as of the respective dates stated in those documents. The Fund disclaims any obligation to update, review or revise any forward-looking statements to reflect any change in expectations or assumptions with regard thereto or to reflect anticipated or unanticipated events or circumstances occurring (i) with respect to this Investment Memorandum, after the date appearing on the front page of this Investment Memorandum, and (ii) with respect to the documents referenced or incorporated by reference herein and any additional written materials furnished to prospective Investors by or on behalf of the Fund, after the respective dates of such documents.

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All forward-looking statements attributable to the Fund or any person acting on its behalf are expressly qualified in their entirety by this cautionary statement. Statements made in this Investment Memorandum are based on applicable laws and regulations in force at the date hereof and are subject to changes therein. Neither the delivery of this Investment Memorandum nor the offer, issue or sale of the Shares shall, under any circumstances, constitute a representation that the information contained in this Investment Memorandum is correct as of any time subsequent to the date hereof. Potential investors should note that some Sub-Funds may be established as a closed-end investment subfund and redemption of Shares in this specific Sub-Fund may not be permitted or may be restricted. Luxembourg: The Fund has been licensed by the Commission de Surveillance du Secteur Financier in Luxembourg. The Fund is aimed at Eligible Investors only and public offering in or from Luxembourg may be carried out in respect of the Fund. Eligible Investors are Institutional Investors, Professional Investors and/or Well-informed Investors within the meaning of article 2 of the 2007 Law. Well-informed Investors are Investors who (i) adhere in writing to the status of well-informed investors and (ii) either invest a minimum of one hundred twenty-five thousand Euro (EUR 125,000.-) (or equivalent) in the Fund or benefit from a certificate delivered by a credit institution within the meaning of Directive 2006/48/EC, another investment company within the meaning of Directive 2004/39/EC or a management company within the meaning of Directive 2001/107/EC stating that they are experienced enough to appreciate in an adequate manner an investment in a specialized investment fund. United States: This Investment Memorandum shall not constitute an offer to sell or a solicitation of an offer to buy Shares in any US state, nor shall there be any sale of Shares in any jurisdiction in which such offer, solicitation or sale is not authorized or to any person to whom it is unlawful to make such offer, solicitation or sale. Generally, there will be no offering of Shares in the United States. However, the General Partner may, at its discretion, sell Shares to US Persons on a limited basis and subject to the condition that such purchasers make certain representations to the Fund which are intended to satisfy the requirements imposed by US law on the Fund which seek to limit the number of its Shareholders who are US Persons, and which ensure that the Fund is not engaged in a public offering of its Shares in the United States of America. The Shares have not been and will not be registered under the 1933 Act, including US state securities or blue sky laws. The Shares may not be transferred, pledged or resold to any US Person unless approved by the General Partner in its sole discretion and unless such Shares are registered or entitled to an exemption from the registration requirements of the 1933 Act and applicable US state securities laws. Except in a transaction which does not violate the 1933 Act nor cause the Fund to register under the United States Investment Company Act, the Shares may not be directly or indirectly offered, sold or delivered in the United States (as defined in Regulation S under the 1933 Act) or to or for the account or benefit of any US Person, or to any person purchasing the Shares for re-offer, re-sale, delivery or transfer in the United States or to

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any US Person as part of the distribution of such Shares except with the prior approval of the General Partner. Each applicant for Shares will be required to certify whether the applicant is a US Person. This Investment Memorandum is written in the English language only, which language shall be controlling in all respects. This Investment Memorandum may be translated into other languages. In the event of any inconsistency or ambiguity in relation to the meaning of any word or phrase in any translation, the English text shall prevail to the extent permitted by the applicable laws or regulations, and all disputes as to the terms thereof shall be governed by, and construed in accordance with, the laws of Luxembourg.

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TABLE OF CONTENTS

IMPORTANT INFORMATION .................................................................................................................. 2 TABLE OF CONTENTS ........................................................................................................................... 7 DIRECTORY ............................................................................................................................................ 9 DEFINITIONS ........................................................................................................................................ 10 I. Structure of the Fund ........................................................................................................................ 20 II. Investment Objectives, Strategy and Restrictions.......................................................................... 22 A. Investment Objective and Strategy ............................................................................................ 22 B. Investment Guidelines .............................................................................................................. 22 C. Investment Process .................................................................................................................. 22 D. Types of Investments ................................................................................................................ 23 E. Co-Investments ........................................................................................................................ 23 F. Currency Hedging ..................................................................................................................... 23 G. Investment Limits and Restrictions ............................................................................................ 24 III. Management, Governance and Administration.............................................................................. 25 A. The General Partner ................................................................................................................. 25 B. Investment Advisor ................................................................................................................... 27 C. Investment Committee .............................................................................................................. 28 D. Depositary and Paying Agent .................................................................................................... 28 E. Administrative Agent, Registrar and Transfer Agent .................................................................. 29 F. Registrar and Transfer Agent .................................................................................................... 30 G. Auditor ...................................................................................................................................... 30 H. Property Appraiser .................................................................................................................... 30 I. Property Manager ..................................................................................................................... 31 IV. Shares of the Fund and Capital Funding ....................................................................................... 32 A. General Considerations ............................................................................................................ 32 B. Issuance of Shares: .................................................................................................................. 34 V. Restriction on the Ownership of Shares ......................................................................................... 43 VI. Prevention of Money Laundering ................................................................................................... 45 VII. Determination of the Net Asset Value ........................................................................................... 47 VIII. Distributions .................................................................................................................................. 51 IX. Costs, Fees and Expenses ............................................................................................................. 52 X. Financial year, General Meetings of Shareholders and documents available for inspection ............................................................................................................................................. 57 A. Financial Year, Financial Statements and Reporting to Shareholders ........................................ 57 B. General Meetings ..................................................................................................................... 57 C. Documents available for inspection ........................................................................................... 58 XI. Taxation ........................................................................................................................................... 59 A. The Fund .................................................................................................................................. 59 B. The Shareholders ..................................................................................................................... 60 XII. AIFM Status of the Fund ................................................................................................................ 63 XIII. Duration and Liquidation of the Fund .......................................................................................... 64 XIV. Data Protection and confidentiality ............................................................................................. 65 XV. Conflict of Interests ....................................................................................................................... 66 XVI. Market timing and late trading ..................................................................................................... 67 XVII. Exculpation and Indemnification ................................................................................................ 68 XVIII. General Risk Considerations ..................................................................................................... 69

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A. B.

General Risk Factors ................................................................................................................ 69 Risks related to investing in the Fund ........................................................................................ 73

APPENDIX A ............................................................................................................................................ 77

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DIRECTORY

Registered Office

2 boulevard de la Foire L-1528 Luxembourg Grand Duchy of Luxembourg

General Partner

Vitruvian REIM S.à r.l. 2 boulevard de la Foire L-1528 Luxembourg Grand Duchy of Luxembourg

Board of Managers of the General Partner

Mr. Arcady Lapiro, Vitruvian REIM S.à r.l. Mr. Etienne Locoh-Donou, Urban Century Capital Partners Mr. Franck Willaime, Independent Director

Depositary and Paying Agent

ABN AMRO BANK (LUXEMBOURG) S.A. 46, avenue J.F. Kennedy L-1855 Luxembourg Grand Duchy of Luxembourg

Domiciliary and Administrative Agent, Registrar

Apex Fund Services (Malta) Limited, Luxembourg

and Transfer Agent

branch 2 boulevard de la Foire L-1528 Luxembourg Grand Duchy of Luxembourg

Auditor

Mazars Luxembourg S.A. 10A, rue Henri M. Schnadt L-2530 Luxembourg Grand Duchy of Luxembourg

Legal Advisers

LEXFIELD - Avocats à la Cour

as to Luxembourg Law

Me Jonathan BURGER 12, rue Jean Engling L-1466 Luxembourg Grand Duchy of Luxembourg

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DEFINITIONS

The following definitions shall apply throughout this Investment Memorandum unless the context otherwise requires: “2007 Law”

The Luxembourg law dated 13 February 2007 governing specialized investment funds, as amended or supplemented from time to time.

“2010 Law”

The Luxembourg law dated 17 December 2010 relating to undertakings for collective investment.

“Administration Agreement”

The administration agreement entered into between the Fund, the Administrative Agent, the Domiciliary Agent and the Registrar and Transfer Agent from time to time.

“Administrative Agent”

Any administrative agent appointed by the General Partner from time to time.

“Affiliate”

With respect to any person, (a) any other person that is directly or indirectly controlled by, under common control with or controlling such person; (b) any other person (i) owning beneficially or controlling twenty five percent (25%) or more of the equity interest in such person, or (ii) in which such person beneficially owns or controls twenty five percent (25%) or more of the equity interest; (c) any officer, director, managing member or general partner of any such person and, except as applied to the Limited Shareholders, any spouse, parent, sibling or child of any such officer, director, managing member or general partner; or (d) except as applied to Limited Shareholders, such persons spouse, parent, sibling or child. As used herein, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership or control of company interests or voting securities, by contract or otherwise.

“Aggregate Commitments”

Total Commitments of Limited Shareholders in aggregate to a particular Sub-Fund from time to time, excluding the Commitment of any Defaulting Shareholder as set forth in this Investment Memorandum and in the relevant Appendix.

“Articles”

The articles of association of the Fund, as amended from time to time.

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“Auditor”

A firm of independent certified public accountants of recognized international standing selected by the General Partner from time to time to prepare the annual financial statements of the Fund.

“Board” or “Board of Managers”

The board of managers of the General Partner.

“Business Day”

A day on which commercial banks are generally opened for business in Luxembourg, Grand-Duchy of Luxembourg unless otherwise stated.

“Capital Call”

The request by the General Partner on behalf of a particular Sub-Fund to each Limited Shareholder, delivered through a Capital Call Notice, requiring the payment of the amount specified therein to be contributed to the Sub-Fund by way of subscription for Investor Shares.

“Capital Call Notice”

A notice issued by the General Partner on behalf of a particular SubFund to each Limited Shareholder, requesting the payment of the amount specified therein to be contributed to the Sub-Fund by way of subscription for Investor Shares.

“Capital Contribution”

In respect of each Limited Shareholder, the amount of cash contributed to a particular Sub-Fund by such Limited Shareholder by way of subscription for Investor Shares at the Issue Price.

“Class” or “Classes”

One or more classes of Shares that may be available in each SubFund, whose assets shall be commonly invested according to the investment objective of that Sub-Fund, but where a specific sales and/or redemption charge structure, fee structure, distribution policy, target investor, denomination currency or hedging policy shall be applied as further detailed in this Investment Memorandum

“Closing Date”

In respect of a particular Sub-Fund, the date (or dates) determined by the General Partner on or prior to which subscription/commitment agreements have to be received and accepted by the General Partner, as further described in the relevant Appendix.

“Commitment”

The total investment which each Limited Shareholder has irrevocably agreed to make in a specific Sub-Fund, which will be called by the General Partner from time to time. A Commitment will become a fully funded Commitment when it has been drawn down and the relevant amounts paid in full.

“Commitment Agreement”

The agreement among the Shareholders and the Fund with respect to

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the Commitment. “CSSF”

The

Commission

de

Surveillance

du

Secteur

Financier,

the

Luxembourg Supervisory Commission of the Financial Sector. “Default Interest”

In respect of a particular Sub-Fund, the interest the General Partner shall apply to the subscription amounts when a Limited Shareholder fails to pay on the relevant payment date, as specified under section “Shares of the Fund and Capital Funding”, sub-section “Commitments and Defaulting Shareholders”.

“Defaulted Redeemable Shares”

In respect of a particular Sub-Fund, fully paid Investor Shares registered in the name of a Defaulting Shareholder that may, in case of default, be subject to a compulsory redemption in accordance with the relevant provisions of the Articles, as described under section “Shares of the Fund and Capital Funding”, sub-section “Commitments and Defaulting Shareholders”.

“Defaulting Limited Shareholder”

In respect of a particular Sub-Fund, Limited Shareholder that is in default of payment, as further described under section “Shares of the Fund and Capital Funding”, sub-section “Commitments and Defaulting Limited Shareholders”.

“Default Notice”

The notice of the General Partner delivered to a Defaulting Limited Shareholder with respect to such Defaulting Limited Shareholder’s failure to pay the full amount due under a Capital Call Notice.

“Depositary”

Any depositary appointed by the General Partner from time to time.

“Depository Agreement”

The agreement between the Fund and the Depositary.

"Disposition Fee"

The fee paid by the Fund to the intermediary appointed by the General Partner (i.e. real estate agent or broker) for real estate dispositions made on behalf of the Fund.

“Drawdown Date”

In respect of a particular Sub-Fund, the Business Day specified on a Capital Call Notice, which should be not less than fifteen (15) Business Days after delivery of such Capital Call Notice, for Limited Shareholders to make a Capital Contribution, as specified in the relevant Appendix.

“Eligible Investor”

Limited Shareholders that are Institutional Investors, Professional Investors and/or Well Informed Investors within the meaning of article 2

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of the 2007 Law. “Equalization Interest”

An equalization subscription commission which might be applicable in a specific Sub-Fund and which shall correspond to an interest that is applied to the price of Investor Shares subscribed after the Initial Closing Date, as further described under section “Shares of the Fund and Capital Funding”, sub-section “Capital Funding and Issue of Shares of the Fund” and as disclosed in the relevant Appendix.

“Euro” or “EUR”

The lawful currency of the participating Member States of the European Monetary Union.

“Final Closing Date”

In respect of a particular Sub-Fund, the date on which the Investment Period ends (or if such date is not a Business Day, the next Business Day), as indicated in the relevant Appendix.

“Financial Year”

A financial period of the Fund commencing on 1 July and ending on 30 June of each calendar year. The Fund’s first Financial Year shall begin on the incorporation of the Fund and end on 30 June 2015.

"Fund”

Vitruvian SCA SICAV-SIF, a société en commandite par actions incorporated as a société d’investissement à capital variable – fonds d’investissement spécialisé and incorporated under the laws of the Grand Duchy of Luxembourg and governed by the 2007 Law.

“General Partner”

Vitruvian REIM S.à r.l., the unlimited shareholder (associé gérant commandité) of the Fund, a company incorporated under the laws of Luxembourg acting as the general partner and responsible for the management of the Fund.

“High Water Mark”

At the sole discretion of the Board, a High Water Mark may be set or applied to a Class of a Sub-Fund, from time to time. Therefore should a High Water Mark for each Class of a particular Sub-Fund be set or applied, this will be specified in the relevant Appendix.

“Hurdle Rate”

At the sole discretion of the Board, a Hurdle Rate may be set or applied to a Class of a Sub-Fund, from time to time. Therefore should a Hurdle Rate for each Class of a particular Sub-Fund be set or applied, this will be specified in the relevant Appendix.

“Indemnified Person”

The General Partner, its Affiliates and its Affiliates, each member of the Investment Committee and each officer, director, shareholder, partner,

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agent or member or employee of the General Partner or its Affiliates. “Initial Closing Date”

The last Business Day of the Initial Offering Period, as specified for each class of any Sub-Fund on the relevant Appendix.

“Initial Costs”

All legal, accounting, and other professional costs of organizing a particular Sub-Fund as well as certain out-of-pocket expenses, including but not limited to reasonable and customary out-of-pocket expenses incurred and documented in connection with the organization, development, offering, marketing and sale of the Fund and fund interests, including legal, tax and accounting services, travel expenses, fees and costs relating to registration, qualification or exemption under domestic and foreign federal, state and local securities laws, but excluding placement fees, as described in the relevant Appendix.

“Initial Issue Price”

In relation to each Sub-Fund, the first offering price of Investor Share during the Initial Offering Period.

“Initial Limited Shareholders”

In respect of a specific Sub-Fund, the Limited Shareholders whose Commitments have been accepted with respect to the Initial Closing Date.

“Initial Offering Period”

With respect to each Class of each Sub-Fund as specified in the relevant Appendix, the period during which Shares are offered for subscription at the Initial Issue Price, starting from the first offering and ending on the Closing Date.

“Institutional Investor”

A Limited Shareholder who qualifies as an institutional investor within the meaning of article 2 of the 2007 Law and the guidelines or recommendations issued by the Luxembourg regulatory authority from time to time.

“Investment Advisor”

Any investment advisor appointed by the General Partner from time to time for a particular Sub-Fund and disclosed in the relevant Appendix.

“Investment Committee”

Shall have the meaning set forth in section “Management, Governance and Administration”, sub-section “Investment Committee”.

“Investment Memorandum”

This investment memorandum, as amended from time to time.

“Investment Period”

Means, in respect of a particular Sub-Fund, the period commencing on the Initial Closing Date, as set out in the relevant Appendix, during

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which it is anticipated that the relevant Sub-Fund will invest the aggregate capital raised pursuant to the issuance of Shares. “Investor Shares”

Any Class of Shares issued by the relevant Sub-Fund pursuant to the Investment Memorandum, except the Management Share.

“Issue Price”

The Net Asset Value increased by the Equalization Interest and any other applicable fees.

“Limited Shareholders”

Holders of Investor Shares provided that upon assignment of the Investor Shares of any Limited Shareholder, an assignee of such Limited Shareholder which has been admitted as a substituted Limited Shareholder shall be a Limited Shareholder in place and stead of its assignor to the extent of the Investor Shares so assigned.

“Lock-up Period”

The number of years, months or weeks indicated in the relevant Appendix, as the case may be, following the subscription of Shares in a Sub-Fund by an Investor during which such Investor is not entitled to redeem his/her/its Shares.

“Management Fee”

The service fee paid to the General Partner or its designee in consideration for the management services performed for the benefit of a particular Sub-Fund, as specified in section “Costs, Fees and Expenses” and in the relevant Appendix.

“Management Share”

The management share held by the General Partner in a capacity as associé-gérant commandité of the Fund.

“Mémorial”

The Mémorial C, Recueil des Sociétés et Associations, the official journal of Luxembourg.

"Minimum Additional Subscription"

A minimum number of additional Shares or amount in the Reference Currency or other currency, which existing Shareholders must subscribe in a Sub-Fund or Class in which they are currently invested, as further detailed for the respective Sub-Fund/Class in the relevant Appendix.

"Minimum Investment"

A minimum number of Shares or amount in the Reference Currency or other currency, which an Investor must subscribe in a Sub-Fund or Class as further detailed for the respective Classes of Shares of a SubFund in the relevant Appendix.

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“Net Asset Value” or “NAV”

The net asset value of each Sub-Fund, each Class and each Share as determined pursuant to section “Determination of the Net Asset Value”.

“Non-Defaulting Shareholders”

Limited Shareholders other than Defaulting Shareholders.

“Offering Documents”

The Investment Memorandum, the Articles and the Subscription Agreement or the Commitment Agreement, as applicable.

“Permitted Transferees”

Concerning a Limited Shareholder: (i) an Affiliate of such Limited Shareholder; and (ii) Any other transferee to which the General Partner has provided its consent, which consent may be granted or withheld in the reasonable discretion of the General Partner.

"Performance Fee"

The performance fee payable by the Fund to the General Partner as described under the "Costs, Fees and Expenses" section of the Investment Memorandum and in each Appendix.

"Performance Period"

With respect to any particular Sub-Fund, the period during which performance is measured on which Performance Fees and/or equivalent performance fees are calculated and payable as described in each Appendix

“Portfolio”

Any assets and rights (including real estate) from time to time held by a Sub-Fund directly or indirectly through holding entities in accordance with this Investment Memorandum and the relevant Appendix.

“Preferred Return”

A priority right to distribution calculated as an internal rate of return, compounded annually as specified in section “Distributions” for the relevant Class(es) of Shares in a particular Sub-Fund, as detailed in the relevant Appendix.

“Professional Investor”

An investor who qualifies as professional investor under Annex II of Directive 2004/39/EC on investment services and regulated markets as amended.

“Prohibited Person”

Any person, firm, partnership or corporate body determined by the General Partner to be ineligible to own Shares of the Fund or if it may result in a breach of any law or regulation, whether Luxembourg or foreign.

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“Property Appraiser”

An or several independent real estate expert(s) who is / are licensed where appropriate and needed and who is / are appointed by the General Partner to value the assets owned and held by the Fund or any SubFund(s) as further disclosed in the relevant Appendix to this Investment Memorandum.

“Redemption Day”

The Business Day on which redemption requests are accepted by the Fund following a Valuation Day for each relevant Class of Share of a Sub-Fund as specified in the relevant Appendix to the Investment Memorandum and such other day or days as the Board may determine in their absolute discretion from time to time on a case by case basis or generally.

“Redemption Notice”

In respect of a particular Sub-Fund, the notice delivered by the General Partner to the Defaulting Limited Shareholder with respect to the redemption of Defaulted Redeemable Shares for the Redemption Price. A minimum notice period for making a redemption request as further detailed for the respective Classes of Shares of a Sub-Fund in the relevant Appendix.

“Redemption Price”

The price at which the Shares in each Sub-Fund specified in the Redemption Notice shall be redeemed.

“Reference Currency”

The currency in which each Sub-Fund or the currency in which each Class is denominated.

“Registrar and Transfer Agent”

Any agent selected from time to time by the General Partner to perform all registrar and transfer agency duties required by Luxembourg law.

“Share” or “Shares”

Shares issued in any Classes or any Sub-Fund, pursuant to this Investment Memorandum.

“Shareholder”

A holder of a Share(s) of any Sub-Fund.

“Sub-Fund” or “Sub-Funds”

Any sub-fund of the Fund established by the Fund in accordance with this Investment Memorandum, the relevant Appendix and the Articles.

“Subscription Agreement”

The agreement among the Shareholders and the Fund with respect to the subscription of Shares.

“Subscription Day”

The Business Day as disclosed in the relevant Appendix to this Investment Memorandum on which Investor Shares in the relevant Sub-

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Fund may be subscribed/committed to be subscribed. “Subsequent Closings”

A closing which occurs after the Initial Closing Date and prior to the Final Closing Date, as specified for each class of any Sub-Fund on the relevant Appendix.

“Transfer”

Means to transfer, sell, convey, assign, pledge, hypothecate, create a security interest in or lien on, place in trust (voting or. otherwise), transfer by operation of law or in any other way subject to any encumbrance, or dispose of, whether or not voluntary.

“US Dollar” or “USD”

The lawful currency of the United States of America.

“US Person”

Means (i) any natural person resident in the United States; (ii) any partnership or corporation organised or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a US Person; (iv) any trust of which any trustee is a US Person; (v) any agency or branch of a foreign entity located in the United States; (vi) and any person, corporation, partnership or other entity or account otherwise defined as a US Person in Rule 902(k) of Regulation S of the 1993 Act.

“Valuation Day”

Each Business Day which is designated by the General Partner as being a day by reference to which the assets of each Sub-Fund shall be valued, as it is stipulated in the relevant Appendix to this Investment Memorandum.

“Well Informed Investors”

Has the meaning ascribed to it in the 2007 Law, and includes: i.

Institutional investors;

ii.

Professional investors, being those investors who are, in accordance with Luxembourg laws and regulations, deemed to have the experience, knowledge and expertise to make their own investment decisions and properly assess the risk they incur; and

iii.

Any other well-informed investor who fulfils the following conditions: (a) has declared in writing his/her adhesion to the status of well-informed investor; and (b) (i) invests a minimum of EUR 125,000 in the Fund; or (ii) has obtained an assessment from

a credit

establishment as defined in the directive

2006/48/CE, from an investment firm as defined in directive 2004/39/CE, or from a management company as defined in directive

2001/107/CE,

certifying

his/her

expertise,

his/her

experience and his/her knowledge to appraise in an appropriate

18

manner an investment in the Fund.

19

I. STRUCTURE OF THE FUND The Fund was incorporated under the name of Vitruvian SCA SICAV- SIF on 13 March 2014, as a société en commandite par actions qualifying as a société d’investissement à capital variable - fonds d’investissement spécialisé, under the 2007 Law. The Fund is authorized as an undertaking for collective investments (UCI) under the provisions of the 2007 Law. The Articles will be published in the Mémorial and the Fund will be registered with the Registre de Commerce et des Sociétés, Luxembourg. The Fund has an umbrella structure consisting of one or several Sub-Funds. A separate portfolio of assets is maintained for each Sub-Fund and is invested in accordance with the investment objective and policy applicable to that Sub-Fund as further described in the relevant Appendix. The Fund is one single legal entity. However, the rights of the Shareholders and creditors relating to a Sub-Fund or arising from the setting up, operation and liquidation of a Sub-Fund are limited to the assets of that Sub-Fund, and will not be commingled with the assets of any other Sub-Fund. Except as otherwise indicated in the relevant Appendix, a Sub-Fund may subscribe, acquire and/or hold securities issued by one or more other Sub-Fund of the Fund, without being subject to the provisions of the law of 10 August 1915 on commercial companies regarding the acquisition by a company of its own shares, as long as: -

The target Sub-Fund does not in turn invest in the investing Sub-Fund;

-

Voting rights, if any, attached to the relevant securities are suspended as long as they are held by the concerned Sub-Fund and without prejudice to the appropriate processing in the accounts and the periodic reports; and

-

The value of the securities will not be taken into account for the calculation of the net assets of the Fund for the purpose of verifying the minimum threshold imposed by the 2007 Law, for as long as the said securities are held by the Fund.

The specific conditions of such subscription, acquisition and holding, if any, will be detailed in the relevant Appendix. The Shares of the Fund are currently not listed on a stock exchange. The General Partner reserves the right to list the Shares of one or several Sub-Funds in the future. In such event, the relevant Sub-Fund Appendix will be amended accordingly. The General Partner may at any time resolve to set up new Sub-Funds and/or create within each Sub-Fund one or more Classes of Shares, or close a Sub-Fund, or one or more Classes of Shares within a Sub-Fund, to further subscriptions as described below. As a société en commandite par actions, the Fund has two different types of shareholders:

20

•

The associé gérant commandité or unlimited shareholder (the “General Partner”). The General Partner is responsible for the management of the Fund and is jointly and severally liable for all liabilities which cannot be paid out of the assets of the Fund. The General Partner may only be removed in accordance with the terms and conditions set forth in section “Management, Governance and Administration”, sub-section “The General Partner”. The General Partner holds the Management Share in the Fund, which has been issued to the General Partner upon incorporation of the Fund;

•

The associés commanditaires or limited shareholders whose liability is limited to the amount of their investment in the Fund. The Fund may have an unlimited number of limited shareholders. The interests of the limited shareholders of any Sub-Fund will be represented by Investor Shares of different Classes in the relevant Sub-Fund.

The share capital of the Fund is represented by one Management Share (which has been subscribed by the General Partner) and Investor Shares. The Fund was incorporated with a subscribed share capital of USD 50,000.- divided into (i) one (1) Management Share of no nominal value and (ii) forty-nine (49) Investor Shares of no nominal value. Upon incorporation each Share was fully paid-up. Investor Shares may be issued in one (1) or more Classes in each Sub-Fund by the General Partner; each Class having different features or being offered to different types of Investors, as more fully disclosed in the relevant Appendix to the Investment Memorandum for each Sub-Fund individually without reserving to the existing Shareholders a preferential right to subscribe for the Investor Shares to be issued. Each Share grants the right to one vote at every general meeting of Shareholders. Subject to any contrary provision of the Articles, the general meeting of Shareholders shall adopt and ratify measures affecting the interest of the Fund toward third parties or amending the Articles with the agreement of the General Partner only, except for the removal of the general Partner which shall be made in accordance with Section “Management, Governance and Administration”, subsection “Removal of the General Partner”. The share capital of the Fund shall at all times be equal to the total Net Asset Value of the Fund. The minimum subscribed capital of the Fund, as prescribed by law, is one million two hundred thousand and fifty Euros (EUR 1,250,000.-). This minimum must be reached within a period of twelve (12) months following the authorization of the Fund as a SICAV-SIF under the 2007 Law.

21

II. INVESTMENT OBJECTIVES, STRATEGY AND RESTRICTIONS

A.

Investment Objective and Strategy

The investment objectives of the Fund are the investment objectives of each of its Sub-Funds. The Fund will mainly invest in American markets to optimise long term total return (the combination of income and growth of capital) through investment in real estate investments, including US Listed REITs, money market or debt securities. The investment objectives and policies of the Sub-Funds are determined by the General Partner at the time of creation of each Sub-Fund. The investment objectives and other specific details are described individually for each Sub-Fund in the relevant Appendix to the Investment Memorandum. Specific restrictions could apply to each Sub-Fund as more fully detailed, as the case may be, in the relevant Appendix to the Investment Memorandum. The Fund may utilise leverage by borrowing funds, in accordance with current market practice applicable to the type of investments. Borrowing or leverage by the Fund will only be permitted in accordance with the express policies and objectives disclosed in the relevant Appendix or Appendices to this Investment Memorandum. Any borrowing or leverage by one Sub-Fund will not have any impact or affect on any other Sub-Fund. In compliance with the provisions of the 2007 Law, the investment strategy of each Sub-Fund will be based on the principle of risk diversification as further described in the relevant Appendix of the Investment Memorandum. NO ASSURANCE CAN BE GIVEN THAT THE SUB-FUNDS WILL ACHIEVE THEIR INVESTMENT OBJECTIVES. NO ASSURANCE CAN BE GIVEN THAT ANY OF THESE DISCIPLINES WILL BE PROFITABLE OR THAT ANY FUND INVESTMENT SELECTED BY THE GENERAL PARTNER WILL ACHIEVE ITS INVESTMENT OBJECTIVES.

B.

Investment Guidelines

The investment guidelines and other specific details are described individually for each Sub-Fund in the relevant Appendix to the Investment Memorandum. C.

Investment Process

The investment process of the Fund is the investment process of each Sub-Fund, as further detailed in the relevant Appendix.

22

D.

Types of Investments

The types of investments permitted are described individually for each Sub-Fund in the relevant Appendix to the Investment Memorandum. E.

Co-Investments

The General Partner, in its sole discretion and only if it considers it to be in the best interests of the Fund or of the Sub-Fund(s), may make available the opportunity to third parties to co-invest alongside the Fund / Sub-Fund in any proposed investment at the conditions set out in the relevant Appendix. In order to avoid conflicts of interests, co-investment opportunities shall not be opened to the General Partner or its managers. Co-invested assets shall be considered as joint ownerships (indivision) and shall be subject to the lock-up period, where applicable. Co-invested assets shall be managed, disposed and sold at the discretion of the General Partner only, under the same terms and conditions as any other invested asset. Co-investors shall have only financial interest and shall not have the power to dispose of the co-invested assets. The terms of any co-investment opportunity will be on substantially the same terms as are applicable to the Fund, to the greatest extent practicable, provided, however, that any Shareholder (or its Affiliate where relevant) may be required independently and separately to satisfy or qualify any regulatory, tax or other business conditions or exemptions applicable to the proposed investment. Shareholders participating in the co-investment shall not be subject to any management fees. Any Shareholder (or its Affiliate) participating in a co-investment transaction shall be responsible for conducting its own due diligence and for paying its own expenses, and subject to independent qualification on its own standing as an acceptable investor under applicable securities laws and other regulatory conditions pertaining to the transaction and otherwise established by the issuer in the transaction, provided that the General Partner shall notify such Shareholders of co-investment opportunities as early in the Fund’s investment process as possible. F.

Currency Hedging

The Fund may invest in or enter into currency-related derivative contracts or instruments if such currencyrelated contracts or instruments are bona fide hedging transactions in connection with the acquisition, holding or disposition of Investments, as further detailed in the relevant Appendix to this Investment Memorandum. The Fund will not purchase or sell publicly traded derivative instruments or enter into derivative transactions for speculative purpose. In connection with certain investments, hedging techniques may be employed to protect against adverse

23

movements in currency and/or interest rates and/or market trends. G.

Investment Limits and Restrictions

In compliance with the provisions of the 2007 Law, the investment strategy of each Sub-Fund will be based on the principle of risk diversification as further described in the relevant Appendix of the Investment Memorandum. The Fund is subject to and will conduct its investment operations in compliance with the following general investment restrictions. The investment policy of a Sub-Fund may be subject to different or additional investment restrictions than those provided below, in which case such different or additional restrictions are disclosed in the relevant Appendix. (i)

No Sub-Fund may invest more than thirty per cent (30%) of its assets in securities of the same kind issued by the same issuing body. This restriction does not apply:

-

To investments in securities issued or guaranteed by a member state of the OECD, or by its local authorities or by supranational institutions and bodies of a European, regional or worldwide nature;

-

To investments in target investment funds which are subject to risk diversification requirements at least similar to those provided for in relation to investment funds ruled by the Law; For the application of this restriction, each compartment of a target issuer with an umbrella structure is to be considered as a separate issuer, provided that the principle of segregation of commitments of the different compartments of such target issuer in relation to third parties is ensured.

(ii)

Short sales may not in principle result in the Sub-Fund holding a short position in securities of the same type issued by the same issuer representing more than thirty per cent (30%) of its net assets;

(iii)

When making use of derivative instruments, a Sub-Fund must ensure a comparable risk diversification through an appropriate risk diversification of underlying assets. Similarly, the counterparty risk in an OTC transaction must, where applicable, be limited having regard to the quality and qualification of the counterparty. OTC derivatives net exposure will be limited to 30% per counterparty of the net asset value of the relevant Sub-Fund.

(iv)

Each Sub-Fund may borrow up to a certain percentage of its net assets with no restriction in respect of the intended use thereof, as disclosed in the relevant Appendix.

(v)

The restrictions set forth above shall only be applicable at the time when the relevant investment is made and need not to be complied with when exercising subscription rights attaching to securities, which form part of the assets of the Fund.

24

(vi)

If any of the above percentages are exceeded as a result of the exercise of subscription rights or as a result of any events other than the making of investments, the situation shall be remedied taking due account of the interests of the Shareholders.

Any of the above restrictions may not be applicable in respect of newly created Sub-Funds during an initial portfolio build-up period of up to 18 months following its / their launch(es), if and when such temporary, restricted and limited derogations are expressly provided for in the relevant Appendix(ces). III. MANAGEMENT, GOVERNANCE AND ADMINISTRATION

A.

The General Partner

The General Partner is Vitruvian REIM S.à r.l., a private limited liability company organized under the laws of Luxembourg, incorporated on 13 March 2014 with an initial share capital of EUR 12,500. The articles of incorporation of the General Partner will be published in the Mémorial and the General Partner will be registered with the Registre de Commerce et des Sociétés, Luxembourg. Pursuant to the Articles, as holder of the Management Share, the General Partner has responsibility for managing the Fund in accordance with the Offering Documents, Luxembourg laws and other relevant legal requirements. The General Partner is responsible for the overall supervision of the investment policy of the Fund, including the investment and divestment decisions, subject to the risk diversification rules and investment restrictions set out in this Investment Memorandum. The General Partner is also responsible for selecting, on behalf of the Fund, the Depositary, the Administrative Agent, the Registrar and Transfer Agent and other such agents as deemed appropriate. The General Partner may, at any time and in its discretion, decide to create additional Sub-Funds whose investment objectives and policies, risk profile, duration (including limited duration), exit strategies, investment conditions or other features may differ from those of the Sub-Funds then existing and, in such cases, this Investment Memorandum will be updated accordingly. Further, the General Partner may authorise new Classes of Shares from time to time to be included in the existing Sub-Funds or any additional Sub-Fund. The General Partner may at any time decide to close a Sub-Fund, or one or more Classes of Shares within a Sub-Fund, to further subscriptions. In the event of legal incapacity, liquidation or other permanent situation preventing the General Partner from acting as general partner of the Fund, the Fund shall not be immediately dissolved and liquidated, provided that an administrator, who needs not be a Shareholder, is appointed to effect urgent or mere administrative acts, until a general meeting of shareholders is held, which such administrator shall convene within fifteen (15) days of his/her/its appointment. At such general meeting, the Shareholders may appoint, in accordance

25

with the quorum and majority requirements for amending the Articles, a successor manager. Failing such appointment, the Fund shall be dissolved and liquidated. In accordance with Luxembourg laws, should the General Partner delegates part of its authority, it will always be under its overall responsibility. A.1.

The Board of Managers of the General Partner

The Board as at the date of this Investment Memorandum is composed as follows:

−

Mr. Arkadiy Kofman-Lapiro, usual name Arcady Lapiro

−

Mr. Etienne Locoh-Donou

−

Mr. Franck Willaime

Arcady Lapiro, previously Founding Partner of Vitruvian Consulting LLC, USA, an independent Strategy consulting firm in the Banking and Financial fields for European Clients. Arcady lives in New York since 2008 while maintaining a strong attachment with its customers in Europe. Arcady also acts as Senior Advisor of a major European player in the insurance Business Process Outsourcing and a European Private Equity Fund investing in the financial sectors (Brokerage, Wealth Management, Electronic MoneyL). Previously, Arcady was Head of Compliance, Legal & Risk of the successful Group ProCapital – Fortuneo France & Belgium and an Expert for the Regulators as a Guest Speaker on Compliance & Risk topics. Etienne Locoh-Donou is Managing Partner of Infinity Urban Century. Etienne is a seasoned real estate investor, combining the hands-on execution bent of his early years in the development business, with the analytical discipline and risk management focus of his extensive institutional investment background. Before Infinity Urban Century, Etienne was one of the founding members of Citigroup’s private equity real estate fund business in North America. Etienne was responsible for a team focused on alternative real estate and property portfolios investments, and he coordinated the team’s activities in transaction sourcing and underwriting, due diligence, and execution. Before joining Citigroup Property Investors, Etienne was a Vice President at JP Morgan Investment Management where he was charged with originating and executing value-added real estate investments on behalf of the JP Morgan Special Situation Property Fund. Franck Willaime is graduated from the Institut Supérieur du Commerce de Paris business school in 1997. He holds an MBA from the University of Georgia, USA and is a former French army paratrooper, with Secret Defense clearance. Mr. Franck Willaime combines both banking & technology expertise, as he started his career as a stock broker, worked on the corporate bond arbitrage desk at Viel & Cie, and on the floor of the Paris futures & options exchange for Credit Agricole. On the technology side, Mr. Franck Willaime has held senior sales roles, selling front to back-office applications, at technology providers including Reuters and Linedata Services Asset Management. Mr. Franck Willaime was a Managing Director at Cadis Software, the most successful Enterprise Data Management platform provider to the financial institutions. He is currently a director/manager in several Luxembourg Specialized Investment Funds, including a systematic managed futures fund, listed on the Luxembourg Exchange.

26

A.2.

Removal of the General Partner

The General Partner may not be removed by the Fund and replaced by another General Partner except for a material and serious breach of the Articles or this Investment Memorandum which cannot be promptly remedied, material gross negligence, fraud, criminal offence or other serious wilful misconduct committed by the General Partner when managing the Fund and the Sub-Funds. The removal as mentioned above requires (i) a decision of the general meeting of Shareholders with a seventy-five percent (75%) majority of the votes cast at such meeting. Such general meeting of the Shareholders may be held at any time and called by the General Partner upon the request of Shareholders representing at least seventy-five percent (75%) of the capital of the Fund. Decisions shall be validly passed without the concurrence of the General Partner. In case of removal, the General Partner shall procure that the Management Shares held by it at the time it is removed from office is forthwith transferred to any successor General Partner that shall be appointed for the management of the Fund and shall sign all acts, contracts and deeds and in general do all things that may be necessary to implement such transfer. Upon a decision of the general meeting of Shareholders to remove the General Partner, the Fund shall have the right to re-purchase the Management Shares at a price equal to the Subscription Price paid upon subscription of such Management Shares or to transfer such right to re-purchase (at the same purchase price) to the replacement General Partner, and the Management Shares shall be transferred to the Fund or to the replacement General Partner, as the case may be, and such transfer shall be registered in the Register with effect as of the date on which the Fund is notified such purchase. In case of removal, the Fund shall issue no break-up fee to the General Partner and the latter shall not be entitled to any transaction payment in respect of which it has acted fraudulently. B.

Investment Advisor

One or more investment advisors may be appointed in the Sub-Funds by the General Partner, in order to be advised and assisted. The names, rights and functions of the appointed Investment Advisors will be detailed in the relevant Appendix. The Investment Advisor is carefully selected by the General Partner based on its experience, know-how, skills and reputation as well as the specific needs required by the investment objectives, the restrictions and the policy of a relevant Sub-Fund. The General Partner selects under its sole responsibility an Investment Advisor and supervises the performance of the latter. Subject to the overall supervision of the General Partner, the Investment Advisor is responsible for identifying, reviewing, and evaluating investment and investment realization opportunities.

27

In consideration of the services provided by the Investment Advisor for the benefit of the Fund, the Investment Advisor shall be compensated by the General Partner for all operating expenses incurred in the provision of such services.

C.

Investment Committee

Only when and as applicable as stated in the relevant Sub-Fund(s) Appendix, the General Partner may constitute and maintain at all times until termination of the Fund an Investment Committee (the “Investment Committee”).

D.

Depositary and Paying Agent

Further to a Depositary Agreement effective as of 17 March 2014, ABN AMRO Bank (Luxembourg) S.A. (the “Depositary”) has undertaken to provide depositary bank services to the Fund has been appointed by the General Partner on behalf of the Fund as depositary bank services to the Fund and therefore as custodian of all of the Fund’s assets, including its cash and securities, which will be held either directly or through other financial institutions such as correspondents, nominees, agents or delegates of the Depositary. ABN AMRO Bank (Luxembourg) S.A. has its registered address at 46, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg. The Depositary shall undertake all the habitual functions of a bank with regard to the custody of the Fund’s assets. It shall assume its functions and responsibilities in accordance with the provisions of the 2007 Law. It may, in accordance with usual banking practices and provisions of the 2007 Law, entrust other banks or financial institutions such as correspondents, nominees, agents or delegates of the Depositary with the custody of all or part of these assets. The Depositary’s liability will not be affected by the fact that it has entrusted to a third party some or all of the assets in its safekeeping. The Paying Agent shall be responsible for the collection of subscription monies in relation to the issue of Shares as well as for making payments in relation to the redemption of Shares and, if applicable, payments of dividends to Shareholders. Without prejudice of and to the extent permitted by the Depositary Services Agreement, the Fund’s assets shall be deposited with the Depositary. Furthermore the Depositary may use and co-operate with external correspondents in accordance with banking practice. The assets of the Fund may, under the supervision of the Depositary, be deposited with one or more prime brokers, which may use their own network of correspondents. For the purpose of exercising its duties as Depositary, the Depositary may exclusively rely on information received and generated by the prime broker(s).

28

The Depositary shall approve the choice of the prime broker(s) by the Fund in accordance with the requirements detailed in circular CSSF 08/372. In particular, the Depositary’s approval of the Fund’s choice of the prime broker(s) is limited to ensuring that the prime broker is: (1)

A financial institution regulated by a supervisory authority in a state in which the supervisory regime is recognised as being equivalent to the regime provided for by Community law; and

(2)

A financial institution which is recognised and specialised in this type of transactions.

The Depositary Agreement may be terminated by either party on giving to the other party notice the last day of the calendar month by registered post, in compliance with the terms and conditions of the Depositary Agreement, delivered to the other party, such termination to take effect not sooner than sixty (60) calendar days after the date of such delivery or posting or such shorter time as the other party shall accept. The Fund shall, in the event of such termination, see to the replacement of the Depositary at the date on which the Depositary Agreement will be terminated. Until such replacement which shall be effected within a two (2) months' period at the latest, the Depositary shall take all necessary reasonable measures to preserve the interests of the Shareholders of the Fund. In consideration for its services, the Depositary shall be paid a fee as determined from time to time in the Depositary Agreement. The fees (+ VAT when applicable) and charges of the Depositary are borne by the Sub-Fund in accordance with customary banking practice in Luxembourg.

E.

Administrative Agent, Registrar and Transfer Agent

Apex Fund Services (Malta) Limited, Luxembourg Branch has been appointed as administrative and domiciliary agent of the Fund (the “Administrative Agent”), in accordance with an administration agreement (the “Administration Agreement”) effective as of 17 March 2014, signed for an unlimited duration. The Administrative Agent will be responsible for all the services set out in the Administration Agreement such as (but not limited to) the provision of administrative services to the Fund including carrying out the calculation of the Net Asset Value of the Shares of the Fund. The Administrative Agent is responsible for the domiciliation of the Fund, the maintenance of records and other general administrative functions. The attention of Limited Shareholders is drawn to the fact that, for the avoidance of doubt, the General Partner and the Fund shall provide or cause a third party specialized and reputable service providers to provide the Administrative Agent with the pricing/valuation of the Investments with respect to which no market price or fair value is made available to the general public or to the whole community of professionals of the financial sector, together with appropriate supporting data or evidence regarding the accuracy of such pricing/valuation, in accordance with the rules laid down in the Articles and this Investment Memorandum.

29

The Administrative Agent is also responsible for distributing financial reports of the Fund to the Limited Shareholders upon request under the overall responsibility of the General Partner. The fees and charges of the Administration Agent are borne by the Fund in accordance with customary banking practice in Luxembourg. F.

Registrar and Transfer Agent

Apex Fund Services (Malta) Limited, Luxembourg Branch shall also act as the registrar and transfer agent of the Fund (the “Registrar and Transfer Agent”).

As Registrar and Transfer Agent, it will be responsible for all the services set out in the Registrar Agent Agreement such as (but not limited to) handling the processing of the issue (registration) and redemption of the Shares and settlement arrangements thereof. The Registrar and Transfer Agent shall furthermore (i) assist the General Partner and/or Fund to determine whether the prospective Limited Shareholders willing to subscribe for the Investor Shares meet the eligibility requirements set out in article 2 of the 2007 Law, i.e. whether they qualify either as Institutional Investors, Professional Investors or Well-Informed Limited Shareholders and (ii) inform the General Partner if anything is brought to its attention which in its opinion may conflict with such eligibility requirements. The fees and charges of the Registrar and Transfer Agent are borne by the Fund in accordance with customary banking practice in Luxembourg. G.

Auditor

The Fund has appointed Mazars Luxembourg S.A. as auditor of the Fund for a period expiring at the close of the annual general meeting of shareholders approving the annual accounts for the financial year ending on 30 June 2015 and can be re-elected. H.

Property Appraiser

Within the relevant Sub-Funds, one or more Property Appraiser(s) may be appointed in relation to the valuation of the Portfolio. The names, rights and functions of the appointed Property Appraiser(s), as and when applicable, will be detailed in the relevant Appendix. The Property Appraiser, if any, will be paid a fee for such services out of the assets of each acquiring SubFund.

30

I.

Property Manager

Within the relevant Sub-Fund(s), the General Partner may appoint a Property Manager in relation to the management of the real estate properties to be acquired by that Sub-Fund. The names and fees of the Property Manager(s) are disclosed in the relevant Appendix.

31

IV. SHARES OF THE FUND AND CAPITAL FUNDING A.

General Considerations

Shares are exclusively restricted to Eligible Investors. This restriction is not applicable to the General Partner, members of the Board or other persons who are involved in the management of the Fund which may hold Share(s) without falling into one of these categories. The share capital of the Fund shall be represented by the following classes of shares, without nominal value: (i)

“Management Share”: one management share which has been subscribed by the General Partner as unlimited shareholder (actionnaire gérant commandité) of the Fund.

(ii)

“Investor Shares”: an ordinary class of limited shares issued by the relevant Sub-Funds which shall be subscribed by Limited Shareholders (actionnaires commanditaires) and which entitle its holders to receive the Preferred Return and other distribution rights.

The Management Share has been issued upon incorporation of the Fund. No further Management Share will be issued. The General Partner is authorised to issue, at any time, an unlimited number of partly or fully paid-up different Classes of Investor Shares without reserving to the existing Shareholders a preferential right to subscribe for the Investor Shares to be issued. Investor Shares may be issued in one or more Classes in each Sub-Fund by the General Partner; each Class having different features or being offered to different types of Investors, as more fully disclosed in the relevant Appendix to the Investment Memorandum for each Sub-Fund individually. Shares of any Class will be issued in registered form only. The inscription of the Shareholder's name in the register of Shares evidences his/her/its right of ownership of such registered Shares. A holder of registered Shares shall receive upon request a written confirmation of his/her/its shareholding. Fractional Shares may be issued with up to four (4) decimals of a Share. Such fractional Shares shall be entitled to participation in the net results and in the proceeds of liquidation on a pro rata basis. Such fractions shall be subject to and carry the corresponding fraction of liability (whether with respect to nominal or par value, premium, contribution, calls or otherwise howsoever), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole Share of that Class. Any subscription monies received representing fractions less than 1/1000th of a whole Share will be retained for the benefit of the General Partner. The net proceeds from the subscriptions are invested as specified for each Sub-Fund in the relevant

32

Appendix to the Investment Memorandum. The General Partner shall maintain for each Sub-Fund a separate portfolio of assets. As between Shareholders, each portfolio of assets shall be invested for the exclusive benefit of the relevant Sub-Fund. The Fund is an umbrella structure and the General Partner is entitled to establish a pool of assets constituting a Sub-Fund within the meaning of article 71 of the 2007 Law for each Class of Investor Shares or for two (2) or more Classes of Investor Shares in the manner described below. The Fund constitutes one single legal entity. However, by derogation to the provisions of article 2093 of the Luxembourg Civil Code, each pool of assets shall be invested for the exclusive benefit of the relevant Shareholders of that Sub-Fund and each Sub-Fund shall only be responsible for the liabilities which are attributable to such Sub-Fund. All the rights of Investors and creditors in relation to each Sub-Fund are therefore limited to the assets of the Sub-Fund. Each Sub-Fund will be deemed to be a separate entity for the investors and creditors of the relevant Sub-Fund. The General Partner may create each Sub-Fund for a limited or unlimited period of time. In the former case, the General Partner may, at the expiry of the initial period of time, prorogue the duration of the relevant SubFund once or several times, as specified in the relevant Appendix. Details in relation to the different Classes of Investor Shares as well as the rights in relation thereto are set out for each Sub-Fund in the relevant Appendix to the Investment Memorandum. Within a Sub-Fund, classes of Investor Shares may be defined and issued from time to time by the General Partner of the Fund and may, inter alia, correspond to (without being limited to): (i)

A specific distribution policy, such as entitling to distributions or not entitling to distributions and / or,

(ii)

A specific sales and redemption charge structure and / or,

(iii)

A specific management or advisory fee structure and / or,

(iv)

A specific distribution fee structure and / or,

(v)

A specific currency and / or,

(vi)

The use of different hedging techniques in order to protect in the reference currency of the relevant Portfolio the assets and returns quoted in the currency of the relevant class of Investor Shares against long-term movements of their currency of quotation and / or,

(vii)

Any other specific features applicable to one Class.

Investor Shares will participate equally with all the outstanding Shares of the same Class in the Sub-Funds’ assets and earnings and will have the redemption rights described hereafter and further described in the relevant Appendix. Investor Shares to be issued by the Fund in relation to a specific Sub-Fund, may be subscribed for by Investors during one or several offering periods, as decided by the General Partner, specified and disclosed for each Sub-Fund in the Investment Memorandum and its Appendix. Investors wishing to subscribe for Investor Shares must execute a Subscription Agreement.

33

For the time being the following Sub-Fund is available for subscription by Eligible Investors: (i)

Vitruvian US Residential or “Sub-Fund A”.

Each Sub-Fund is described in more details in the relevant Appendix. B.

Issuance of Shares:

Investor Shares in a Sub-Fund may be subscribed by following the process applicable to the relevant SubFund, as disclosed in the Appendix, chosen among the two following procedures: B.1.

Classical Subscription Process

Any Investor subscribing for Shares will be required to execute a Subscription Agreement and make certain representations and warranties to the General Partner. The General Partner, at its sole discretion, may accept or reject any subscription. Payment by Investors should be made in accordance with the instructions set out in the Subscription Agreement and in accordance with the provisions of this Investment Memorandum and the relevant Appendix. Investor Shares of each available relevant Class are (subject to any specific terms as specified in the relevant Appendix) available for subscription (i) during an Initial Offering Period for such Class at the Initial Issue Price specified in the relevant Appendix together with any subscription fee or other initial fee as may be set out in the relevant Appendix and (ii) after the Initial Offering Period as of each Subscription Day at the Issue Price calculated as at the immediately preceding Valuation Day specified in the relevant Appendix together with any subscription fee or other initial fee as may be set out in the relevant Appendix. In case subscription applications are received following the close of the Initial Offering Period but prior to the first Valuation Day in respect of a Class, then at the discretion of the General Partner, Investor Shares may be issued at the Initial Issue Price for the Class, together with any subscription fee or other initial fees as set out in the relevant Appendix. The Issue Price will be determined in the Reference Currency. In all cases any terms for subsequent subscriptions, if any, will be specified in the relevant Appendix. The General Partner may change, extend or shorten the Initial Offering Period for any Class of Shares at its absolute discretion at any time. The General Partner reserves the right to reject any application for subscription at its own discretion. If an application is rejected, the subscription amount will be returned, without interest, as soon as practicable following the date of rejection by electronic transfer, at the applicant’s expense and risk. Subject to the above, the Subscription Price in the relevant Reference Currency will be equal to the Net Asset Value per Investor Share for such Class of Investor Shares, on the Valuation Day immediately following the Subscription Day on which Investor Shares are issued pursuant to a subscription application, including Placement Fee mandated by the General Partner.

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The General Partner shall be authorized, without limitation and at any time, to issue additional Investor Shares for all Sub-Funds without granting existing Shareholders a preferential right to subscribe for the Investor Shares. The initial and subsequent subscription amounts in a single Sub-Fund/Class/sub-Class are set out in the relevant Sub-Fund’s Appendix. If the amount paid does not correspond to the specific number of Shares required by the applicant, the General Partner will issue such number of Shares as is applicable, and may issue fractions of Shares calculated to four (4) decimal places. The applicable minimum subscription and minimum additional subscription requirements for the subscription of Investor Shares of each Class will be specified in the relevant Appendix. The General Partner may set and waive at its sole discretion, a minimum subsequent subscription amount, to be specified in the relevant Sub-Fund Appendix, as the case may be. The General Partner may impose restrictions on the frequency at which Investor Shares shall be issued in any Class of Investor Shares. The General Partner may in particular decide that the Investor Shares of any Class shall be issued during one or more offering periods as specified in the relevant Appendix. Applications for Investor Shares of any available Class must be made using the subscription form relevant to that Appendix which must be received by the Registrar and Transfer Agent by facsimile on such date and by such time as determined by the General Partner and set out in the relevant Appendix (the “Cut-Off Time”) and for the first subscription with the original copy thereof sent by post with the mention “faxed on dd/mm/yy; avoid duplicate”. The General Partner may in its sole discretion allow subscriptions during the Initial Offer at other times or on shorter notice. The Registrar and Transfer Agent accepts no responsibility for any loss caused as a result of non-receipt of any application sent by facsimile transmission. The acceptance of subscriptions is subject to confirmation of the prior receipt of subscription monies in cleared funds credited to the relevant subscription account of the Fund (details of which are set out in the subscription form relevant to that Appendix) on or before the Cut-Off Time. Any delay in receipt of a duly completed subscription application or of cleared funds will result in the relevant application being processed on the next Subscription Day. The General Partner reserves the right to reject applications for Investor Shares of any available Class in their absolute discretion, without assigning any reason therefore. At the discretion of the General Partner, payment for subscription of Investor Shares can be made either through cleared fund (i.e. money received prior to the issue of the Investor Shares as described above). Subscription monies may be paid by applicants for Investor Shares in any Class in the relevant currency. The Registrar and Transfer Agent will normally only process applications upon receipt of cleared funds by the appropriate deadline as set out in the relevant Appendix. Subscription monies shall be remitted by telegraphic transfer to the relevant subscription account specified for the relevant currency of payment in the Subscription Form attached to the relevant Appendix. All bank collection or other charges imposed for such telegraphic transfer payments by an applicant shall be borne by and charged to that applicant.

35

In case the subscription monies are paid in a different currency than the Reference Currency, the relevant amounts will be converted in the Reference Currency as soon as practicable after receipt and in any case before the relevant Subscription Day. The General Partner may agree, in its absolute discretion, to issue Shares in consideration for a contribution in kind, in compliance with the conditions set forth by Luxembourg laws, in particular the obligation to deliver a valuation report from the Auditor of the Fund (réviseur d’entreprises agréé) and provided that such securities comply with the investment objectives and investment policies and restrictions of the relevant SubFund of the Fund. In so doing, the General Partner shall use the sale valuation procedures used in determining the Net Asset Value per Share in determining the value to be attributed to the relevant securities to be transferred or assigned or otherwise made available to the Fund. The Fund shall receive securities of a value equal to the Subscription payment to which the Fund would otherwise be entitled after deducting all brokerage and other costs involved in transferring or assigning the securities to the Fund. Any cost incurred in connection with a contribution in kind shall be borne by the relevant Investor. IMPORTANT: the General Partner may, at any moment, in its sole discretion and for a limited or unlimited duration, decide to cease issuing new Investor Shares and to cease accepting any further subscriptions or conversions for any Investor Shares of any Class or of any relevant Sub-Fund in order inter alia to protect existing Shareholders or the Sub-Fund itself (“Hard Closing”). Alternatively, the General Partner may, at any moment, in its sole discretion and for a limited or unlimited duration, decide to cease accepting any further subscriptions or conversions for any Investor Shares of any Class or of any Sub-Fund from new Investors only i.e. from Investors who have not invested in the relevant Sub-Fund yet in order inter alia to protect existing Shareholders or the Sub-Fund itself (“Soft Closing”). These measures of Hard Closing or Soft Closing may be implemented with immediate effect by the General Partner in its sole discretion. The Shareholders of the Sub-Fund or of the Classes of Investor Shares subject to a Hard Closing or a Soft Closing will be informed in writing, at the latest, immediately after such Hard Closing or Soft Closing takes place. The General Partner will not have to justify the reasons for implementing such Hard Closing or Soft Closing. A partially or totally closed Sub-Fund or Classes of Investor Shares can be re-opened for subscription or conversion when the circumstances which justified the Hard Closing or Soft Closing no longer prevail.

B.2.

Commitments

B.2.1.

Initial Closing

Investors are permitted to commit to subscribe for Investor Shares in a specific Sub-Fund during the Initial Offering Period. Investors whose Commitments are accepted with respect to the Initial Closing Date (the “Initial Investors”), shall be required to subscribe for the relevant number of Investor Shares and pay up thirty percent (30%) of

36

their Commitments no later than thirty (30) calendar days upon receipt of the signed Commitment Agreement by the General Partner, following which Investor Shares are to be issued fully paid-up corresponding to the funded Commitment. Such Investor Shares shall be issued at the Subscription Price, as defined in the relevant Appendix. B.2.2.

Subsequent Closings

After the Initial Closing, new Commitments will be accepted from Investors at such closings (“Subsequent Closings”) as determined by the General Partner during a period terminating on the Final Closing Date. The Final Closing Date shall occur within twelve (12) months of the Initial Closing Date. Dates of Subsequent Closings will be communicated to the Limited Shareholders upon a prior notice of thirty (30) calendar days. Limited Shareholders which have committed to subscribe for Investor Shares at any Subsequent Closing will be required to pay with respect to such Subsequent Closing the same percentage of their Commitment as has already been drawn down from previously admitted Limited Shareholders. In addition, Limited Shareholders at a Subsequent Closing may have to pay the Equalization Interest referred to below. With respect to the subsequent Limited Shareholder's initial capital contribution at any Subsequent Closing, Investor Shares subscribed will be issued fully paid-up at an adjusted price per Investor Share, as determined by the General Partner (the “Issue Price”) increased by the amount corresponding to interest to the benefit of the Fund (the “Equalization Interest”). The Equalization Interest per annum, where applicable, shall be calculated from the date of the initial payments received in relation to the Capital Calls issued with respect to the Initial Closing Date and, as the case may be, of each subsequent drawdown to the date of the corresponding payment of the subsequent Limited Shareholder's initial capital contribution. The Equalization Interest shall be calculated based on the actual number of days elapsed and will be disclosed in the relevant Appendix. For the purpose of treating each Subsequent Investors as if they had been admitted to the Fund as of the First Closing Date therefore acquiring a proportionate interest in all Investments held by the Fund, any Subsequent Investor may also pay, out of their Capital Contribution to the Fund, an amount equal to the Management Fee and the Advisory Fee and any other aggregate costs as applicable, that would have been paid if such Subsequent Investor had been admitted at the First Closing Date, for the period from the First Closing Date to such Subsequent Closing Date. For the avoidance of doubt, the Equalization Interest will not be treated as payment of a Capital Call and will not reduce the subsequent Limited Shareholder's Commitment. B.2.3.

Commitments and Capital Contributions

The General Partner shall be entitled to serve Capital Call Notices on the Limited Shareholders during the Investment Period. Each Capital Call Notice will specify a Business Day which should not be less than

37

fifteen (15) Business Days after delivery of such Capital Call Notice, for Limited Shareholders to make a Capital Contribution ("Drawdown Date").

Each Limited Shareholder shall thereupon subscribe on such Drawdown Date at the Issue Price for such number of Investor Shares as set forth in such Capital Call Notice. Capital Call Notices shall be issued to each Limited Shareholder on the same date. The amount to be contributed by each Limited Shareholder pursuant to any Capital Call Notice shall be its pro rata share, based on the ratio of such Limited Shareholder's commitment to the Aggregate Commitments, of the total amount requested by the General Partner under all Capital Call Notices issued on such date, and the number of Investor Shares to be subscribed by such Limited Shareholder in such Capital Call Notice shall be determined by dividing such Limited Shareholder's capital call amount by the Issue Price. Upon expiration or termination of the Investment Period, the General Partner shall only hold, dispose of and otherwise deal with the Investments and other assets of the Sub-Fund. Any undrawn Commitments will be cancelled, except to the extent necessary (i) to complete investments with respect to which binding commitments have been made as of the end of the Investment Period or (ii) to pay ongoing Management Fees and the Sub-Fund Expenses during the remaining term of the Sub-Fund. B.2.4.

Commitments and Defaulting Limited Shareholders

In respect of a specific Sub-Fund, if any Limited Shareholder that has made a Commitment to the Fund fails at any time to pay the subscription amounts due for value on the relevant Drawdown Date, the General Partner may decide to apply an interest charge on such amounts (the “Default Interest”), without further notice, at a rate equal to fifteen percent (15%) until the date of full payment. The Default Interest shall be calculated on the basis of the actual number of days elapsed between the relevant Drawdown Date (inclusive) and the actual date the relevant payment is received by the Fund (exclusive). If within forty (40) calendar days following notice by the General Partner (the “Default Notice”), the relevant Limited Shareholder has not paid the full amounts due (including the Default Interest due), such Limited Shareholder shall become a defaulting Limited Shareholder (the “Defaulting Limited Shareholder”) and the General Partner may bring legal action in order to compel the Defaulting Limited Shareholder to pay the full amount due (including any Default Interest) or carry on with the implementation of the procedures foreseen hereafter. Such Defaulting Limited Shareholders shall automatically lose their voting rights as provided for Limited Shareholders. In order to provide for the possibility to preserve the level of capital funding of the Fund to the Aggregate Commitments remaining available for capital call, each Limited Shareholder hereby grants, for the benefit of the other Limited Shareholders, an irrevocable promise to sell (promesse unilatérale de vente) all or part of its fully paid Investor Shares (as registered in the register of Shareholders of the Fund) to any of the Limited Shareholders, each with the full power of substitution of a Permitted Transferee, if it has become a

38

Defaulting Limited Shareholder, at a price per Share equal to the lesser of (i) two-third (2/3) of the Issue Price, and (ii) two-third (2/3) of the net asset value of such Shares, deduction made of any amount due, notably, but not limited to, outstanding interest. The sale process shall be brought to completion in accordance with the following rules and procedure: (i)

After expiry of the forty (40) calendar days notice period referred to above the General Partner shall send a written notice of such default to the Limited Shareholders which are not in default (each a “Non-Defaulting Shareholder”), and each Non-Defaulting Shareholder shall then confirm by notice to the Defaulting Limited Shareholder and to the General Partner, within twenty (20) Business Days following the date of the notification received from the General Partner, their acceptance, or that they decline, to purchase such number of Investor Shares as indicated in its acceptance confirmation;

(ii) The sale shall be completed, and reflected as such by the General Partner in the register of Shareholders of the Fund, in proportion to the number of Investor Shares held by each of the Limited Shareholders confirming their acceptance to purchase the Investor Shares from the Defaulting Limited Shareholder, it being agreed and understood that, by not confirming its acceptance of the purchase, a Limited Shareholder increases the other Non-Defaulting Shareholders’ rights for the amount of Investor Shares which will not be acquired by such Limited Shareholder; (iii) The Limited Shareholders each agree that their acceptance to purchase such number of Investor Shares as indicated in the acceptance confirmation shall necessarily imply that such Non-Defaulting Shareholders or assignee thereof automatically and irrevocably fully and completely assume the proportion of the Commitments of the Defaulting Limited Shareholder that remains outstanding towards the Fund on the Investor Shares transfer date. As an alternative, or in addition, to the purchase mechanism foreseen above, all Shares registered in the name of such Defaulting Limited Shareholder that are fully paid (the “Defaulted Redeemable Shares”) may, in case of such default, be subject to a compulsory redemption by the Fund in accordance with the following rules and procedure: (i)

The General Partner shall send a notice (hereinafter called the “Redemption Notice”) to the Defaulting Limited Shareholder possessing the Defaulted Redeemable Shares. The Redemption Notice shall specify the Defaulted Redeemable Shares to be redeemed, the price to be paid, and the place where this price shall be payable. The Redemption Notice may be sent to the Defaulting Limited Shareholder by recorded delivery letter to his/her/its last known address. The Defaulting Limited Shareholder in question shall be obliged without delay to deliver to the Fund the certificate or certificates, if there are any, representing the Defaulted Redeemable Shares specified in the Redemption Notice. From the close of business of that day specified in the Redemption Notice, the Defaulting Limited Shareholder shall cease to be the owner of the Defaulted Redeemable Shares specified in the Redemption Notice and the certificates representing these Shares shall be rendered null and void in the financial and legal records of the Fund;

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(ii) In such compulsory redemption, the redemption price per Share will be equal to the lesser of (i) the subscription price paid at the time by the redeeming Defaulting Limited Shareholder increased by the Equalization Interest paid (if any) per Share upon subscription by the redeeming Defaulting Limited Shareholder, less Default Interest due on the unpaid part of the subscription amounts due, as well as administration and miscellaneous costs and expenses borne by the Fund in respect of such default, and (ii) two-third (2/3) of the net asset value of such Defaulted Redeemable Shares on the relevant redemption date, less Default Interest on the unpaid part of the subscription amounts due, as well as administration and miscellaneous costs and expenses borne by the Fund in respect of such default. The above-mentioned redemption price will be payable only at the close of the liquidation of the Fund. Whilst the General Partner shall retain a general discretion as to which Defaulting Limited Shareholder remedy to apply, the General Partner, acting in the best interests of the Fund and in order to preserve the capital in the Fund, shall first resort to the promesse unilatérale de vente option referred to above.

B.3.

Redemptions, Transfer and Pre-emption Rights

Redemptions Investor Shares in relation to each Sub-Fund shall either be redeemable or not redeemable pursuant to the terms and conditions set forth in the Investment Memorandum and the applicable Appendix. With respect to any particular Sub-Fund, a Lock-Up Period may be provided for in the relevant Appendix during which an investor is not entitled to redeem his/her/its shares. In case of redeemable Investor Shares, every Shareholder shall have the right on each Redemption Day to require the Fund to redeem the Investor Shares at the relevant Net Asset Value of such Investor Shares as of the relevant Redemption Day. A redemption request will only be executed after the identity of the Shareholder and / or the beneficial owner has been established to the complete satisfaction of the Fund. Payment will only be made to the respective Shareholder. For the avoidance of doubt, the identification of the shareholder and/or the beneficial owner, if necessary, is done before the first subscription is accepted. However, if the received documents are no longer valid (i.e. expiration date etc) or if the legislation is requesting more documents at the time of the redemption, the redemption will be executed in order for the shareholder to benefit from the relevant Net Asset Value of such Investor Shares as of the relevant Redemption Day but the payment of the Redemption Price will be blocked until reception of the required documents. Written notice must be received by the Fund not less than the number of Business Days indicated in the relevant Appendix prior to the Redemption Day as disclosed in the relevant Appendix. Request for redemption must be for either a number of Investor Shares or an amount denominated in the relevant currency of the Class of the Sub-Fund.

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All redemption requests will be processed strictly in the order in which they are received, and each redemption shall be processed at the Net Asset Value of the said Investor Shares. Neither the Fund nor the Depositary or the General Partner are responsible for any delays or charges incurred at any receiving bank or settlement system. If as a result of any request for redemption, the number or the aggregate Net Asset Value of the Investor Shares held by any Shareholder in any Class of Investor Shares of the relevant Sub-Fund would fall below the minimum investment set out in the relevant Appendix, then the General Partner may decide that this request be treated as a request for redemption for the full balance of such Shareholder's holding of Investor Shares in the Sub-Fund or in the Fund. Further, if, with respect to any given Valuation Day, redemption requests pursuant to this section and conversion requests exceed a certain level determined by the General Partner in relation to the number of Investor Shares in issue in a specific Class, the General Partner may decide that part or all of such requests for redemption or conversion will be deferred for a period and in a manner that the General Partner considers to be in the best interest of the Fund. Following that period, with respect to the next relevant Valuation Day, these redemption and conversion requests will be met on a pro rata basis. The Fund may redeem Investor Shares whenever the General Partner considers a redemption to be in the best interests of the Fund or a Sub-Fund. The General Partner may, when it considers it to be in the best interest of the Fund, effect a Redemption payment to any or all redeeming Shareholders in kind, upon approval of the Shareholder concerned. The circumstances in which the General Partner may exercise this discretion, include, without prejudice to the generality of the foregoing, a situation where substantial Redemptions are received by the Sub-Fund which will make impracticable to realize the underlying assets in order to fund the Redemption payments. In making Redemption payments in specie or in kind, the General Partner will use the same valuation procedures used in determining the Net Asset Value per Share in determining the value to be attributed to the relevant securities to be transferred or assigned or otherwise made available to the redeeming Shareholder, such value of the Redemption in kind being certified by an independent auditor’s report drawn up in accordance with the requirements of Luxembourg law. Redeeming Shareholders will receive securities of a value equal to the Redemption payment to which they would otherwise be entitled. The redemption of Investor Shares of any Class and/or Sub-class of any Sub-Fund shall be suspended when the calculation of the Net Asset Value thereof is suspended. The value of the Investor Shares at the time of Redemption may be more or less than the amount initially invested by the Shareholder, depending on the market value of the assets held by the Sub-Fund at that time.

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Transfer and Pre-emption Rights A Shareholder may request the transfer of part or all of his/her/its Investor Shares to another person, firm or corporate body as further detailed in the relevant Appendix. The transfer may only be processed provided that the Fund is satisfied that the transferor and the transferee (who shall be an Eligible Investor and not a Prohibited Person) fulfil all the requirements applicable to redemption and subscription of Shares. No charges will generally be levied. Notwithstanding the above, the transfer of Investor Shares is subject to the prior approval of the General Partner, which may, at its sole discretion, refuse such transfer where new Investor is unknown to the Fund or to the General Partner. Such consent may however not be unreasonably withheld where the Investor Shares are transferred to existing Investors.

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V. RESTRICTION ON THE OWNERSHIP OF SHARES Subscription for Investor Shares is restricted to Eligible Investors. Therefore, the General Partner may restrict or prevent the ownership of Shares in the Fund by any person, firm or corporate body: (i)

Who is not a Eligible Investor;

(ii)

Who is a US Person;

(iii)

If in the opinion of the General Partner such holding may be detrimental to the Fund;

(iv)

If it may result in a breach of any law or regulation, whether Luxembourg or foreign;

(v)

If as a result thereof the Fund may become exposed to tax disadvantages or other financial disadvantages that it would not have otherwise incurred.

Such person, firm or corporate body to be determined by the General Partner being referred to as "Prohibited Person". These conditions are not applicable to the managers of the General Partner. The General Partner may require any subscriber to provide it with any information that it may consider necessary for the purpose of deciding whether or not he is, or will be, a Prohibited Person. Each Limited Shareholder will be required to make representations in its Subscription/Commitment Agreement to keep confidential and shall not disclose without the prior written consent of the General Partner any Confidential Information. The General Partner may restrict or reject any applications for Investor Shares by any person and may cause any Investor Shares to be subject to compulsory redemption if the General Partner considers that this ownership involves a violation of the law of the Grand-Duchy of Luxembourg or abroad, or may involve the Fund in being subject to taxation in a country other than the Grand Duchy of Luxembourg or may in some other manner be detrimental to the Fund. To that end, the General Partner may: (i)

Decline to issue any Investor Shares and decline to register any transfer of Shares where it appears that such issue or transfer might or may result in legal or beneficial ownership of the Investor Shares to a Prohibited Person or a US Person; and/or

(ii)

At any time, require any person whose name is entered in, or any person seeking to register the transfer of Shares on the register of Shareholders to furnish with any information, supported by affidavit, which the General Partner may consider necessary for the purpose of determining whether or not beneficial ownership of such shareholder's shares rests in a Prohibited Person or a US Person, or whether such registry will result in beneficial ownership of such Shares by a Prohibited Person or a US Person; and/or

(iii)

Decline to accept the vote of any Prohibited Person or a US Person at any meeting of shareholders of the Fund; and/or

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(iv)

Where it appears to the General Partner that any Prohibited Person or a US Person either alone or in conjunction with any other person is a beneficial owner of Shares, direct such shareholder to sell his/her/its Shares and to provide to the Fund evidence of the sale within thirty (30) calendar days of the notice. If such shareholder fails to comply with the direction of the General Partner, the General Partner may compulsorily redeem or cause to be redeemed from any such shareholder all Shares held by such Shareholder as soon as possible; and/or

(v)

Generally, the General Partner may proceed, at any time to the compulsory redemption of all the Investor Shares held by a non-Eligible Investor or proceed with the compulsory redemption of any or a part of the Investor Shares, if it appears that one or several persons is or are an owner or owners of a proportion of the Investor Shares in such a manner that this may be detrimental to the Fund. The procedure applicable to the redemption of Defaulted Redeemable Shares described under section “Issuance of Shares”, sub-section “Commitments and Defaulting Shareholders” shall apply. The price at which the Shares specified in the Redemption Notice shall be redeemed (the “Redemption Price”) shall in such instances be equal to two-third (2/3) of the Net Asset Value per Share, as calculated with respect to the relevant Valuation Day. Payment of the purchase price will be made to the owner of such Shares in the reference currency of the relevant Class, except during periods of exchange restrictions, and will be deposited by the Fund with a bank in Luxembourg or elsewhere (as specified in the Redemption Notice) for payment to such owner upon surrender of the Share certificate or certificates, if issued, representing the Shares specified in such notice. Upon deposit of such price as aforesaid, no person interested in the Shares specified in such purchase notice shall have any further interest in such Shares or any of them, or any claim against the Fund or its assets in respect thereof, except the right of the Shareholders appearing as the owner thereof to receive the Redemption Price (without interest) from such bank upon effective surrender of the Share certificate or certificates, if issued, as aforesaid. The exercise by the Fund of this power shall not be questioned or invalidated in any case, on the grounds that there was insufficient evidence of ownership of Shares by any person or that the true ownership of any Shares was otherwise than appeared to the Fund at the date of any Redemption Notice, provided that in such case the said powers were exercised by the Fund in good faith.

The General Partner retains the right to offer only one Class for subscription in any particular jurisdiction in order to conform to local law, custom, business practice or the General Partner’s commercial objectives.

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VI. PREVENTION OF MONEY LAUNDERING The General Partner, the Fund, the Administrative Agent, the Registrar and Transfer Agent, the Depositary, the Paying Agent and any distributor and their officers are subject to the provisions of legislation and regulations currently in force in Luxembourg with respect to anti-money laundering. The General Partner, the Fund, the Administrative Agent, the Registrar and Transfer Agent, the Depositary, the Paying Agent and any distributor and their officers shall at all times comply with the obligations imposed by Luxembourg applicable laws, rules and regulations with respect to anti-money laundering and, in particular, with the law dated 12 November 2004 as amended by the law of 17 July 2008 implementing Directive 2005/60/EC on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing and Directive 2006/70/EC laying down implementing measures for Directive 2005/60/EC of the European Parliament and of the Council as regards the definition of politically exposed person and the technical criteria for simplified customer due diligence procedures and for exemption on grounds of a financial activity conducted on an occasional or very limited basis and the law dated 17 July 2008 concerning the combating of money laundering and terrorist financing, the law of 27 October 2010 enhancing the anti-money laundering and counter terrorist financing legal framework, the Grand Ducal decree of 1 February 2010, the relevant CSSF regulations and circulars, including CSSF Regulation n° 12/02 on the fight against money laundering and terrorist financing and the prevention of the use of the financial sector for the purpose of money laundering and terrorist financing prevention of money laundering and terrorist financing activities, as they may be amended or revised from time to time. The General Partner, the Fund, the Administrative Agent, the Registrar and Transfer Agent, the Depositary, the Paying Agent and any distributor and their officers reserve the right to request such information as is necessary to verify the identity of a prospective Shareholder and of the source of payment in order to comply with relevant regulations aimed at the prevention of money laundering in Luxembourg and other applicable jurisdictions. In the event of delay or failure by the prospective Shareholder to produce any information required for verification purposes, the Fund may refuse to accept the subscription for Shares and, if so, any funds received will be returned without interest to the account from which the monies were originally debited at the expense and risk of the prospective Shareholder. In addition, the Fund and the General Partner also reserve the right to refuse to make any redemption payment or other distribution to a Shareholder if they suspects or are advised that the payment of any redemption monies or other distribution to such Shareholder might result in a breach of any of laws or regulations by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure the compliance by the Fund or the General Partner with any such laws or regulations in any applicable jurisdiction. None of the Fund, of the General Partner or of any of its employees or agents shall be liable to such Shareholder for any loss suffered as a result of delay in payment of the redemption proceeds or such distribution or a refusal to pay such redemption proceeds or such distribution. Finally, many jurisdictions are in the process of changing or creating anti-money laundering, embargo and trade sanctions, or similar laws, regulations, requirements (whether or not with force of law) or regulatory

45

policies and many financial intermediaries are in the process of changing or creating responsive disclosure and compliance policies (collectively, the “Requirements”) and the Fund or the General Partner could be requested or required to obtain certain assurances from investors subscribing for Shares, disclose information pertaining to them to governmental, regulatory or other authorities or to financial intermediaries or engage in due diligence or take other related actions in the future. It is the policy of the Fund and the General Partner to comply with the Requirements to which they are or may become subject and to interpret them broadly in favor of disclosure. To achieve this objective, each Limited Shareholder will be deemed to have agreed by reason of owning any Shares, that it will provide additional information or take such other commercially reasonable actions as may be necessary or advisable for the Fund or the General Partner to comply with any Requirements, related legal process or appropriate requests (whether formal or informal) or otherwise. Each Limited Shareholder by executing the Subscription Agreement and by owning Shares is deemed to have consented to disclosure by the Fund, the General Partner and their agent to relevant third parties of information pertaining to it in respect of the Requirements or information requests related thereto. Failure to honor any such request may result, in the discretion of the Fund or the General Partner, in mandatory redemption by the Fund or a forced sale to another Limited Shareholder of such Limited Shareholder’s Shares.

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VII. DETERMINATION OF THE NET ASSET VALUE The Net Asset Value per Share shall be calculated by the Administrative Agent under the ultimate responsibility of the General Partner with respect to each Valuation Day in accordance with Luxembourg law. The Net Asset Value will be provided in the Reference Currency. The Net Asset Value per Share is the Net Asset Value divided by the number of Shares outstanding as of the relevant Valuation Day. The Net Asset Value will be rounded to four (4) decimal places. The Valuation Day of each Sub-Fund is disclosed in the relevant Appendix. The Net Asset Value per Share will be available at the registered office of the General Partner and/or with the Administrative Agent. The value of the assets of the Fund will be determined as follows, however, where a Sub-Fund so requires, the specific valuation methods shall be disclosed in the relevant appendix: A. The assets of the Sub-Fund(s) include:

•

All cash in hand or on deposit, including any outstanding accrued interest;

•

All bills and promissory notes and accounts receivable, including outstanding proceeds of any sale of securities;

•

All securities, shares, bonds, time notes, debenture stocks, options or subscription rights, warrants, money market instruments, and all other investments and transferable securities;

•

All real estate properties owned directly or indirectly by the Fund;

•

All dividends and distributions payable to the Fund either in cash or in the form of stocks and shares (the Fund may, however, make adjustments to account for any fluctuations in the market value of transferable securities resulting from practices such as ex-dividend or ex-claim negotiations);

•

All outstanding accrued interest on any interest-bearing securities, unless this interest is included in the principal amount of such securities;

•

The Fund's preliminary expenses, to the extent that such expenses have not already been writtenoff;

•

The Fund’s other fixed assets, including office buildings, equipment and fixtures; and

•

All other assets whatever their nature, including the proceeds of swap transactions and advance payments.

B. The Sub-Funds’ liabilities shall include:

•

All borrowings, bills, promissory notes and accounts payable;

47

•

All known liabilities, whether or not already due, including all contractual obligations that have reached their term, involving payments made either in cash or in the form of assets, including the amount of any dividends declared by the Fund but not yet paid;

•

A provision for capital tax and income tax accrued on the Valuation Day and any other provisions authorized or approved by the General Partner; and

•

All other liabilities of the Fund of any kind, except liabilities represented by Shares. In determining the amount of such liabilities, the Fund shall take into account all expenses payable by the Fund including, but not limited to: o

Start-up costs,

o

Expenses in connection with and fees payable to, its investment manager(s), lawyer(s), advisors(s), accountants, custodian and correspondents, registrar, transfer agents, paying agents, brokers, distributors, permanent representatives in places of registration and auditors,

o

Administration, domiciliary, services, promotion, printing, reporting, publishing (including advertising or the preparation and printing of issuing documents of the Fund, explanatory memoranda, registration statements, financial reports) and other operating expenses,

o

The cost of buying and selling assets (transaction costs),

o

Interest and bank charges,

o

Taxes and other governmental charges.;

The Fund may calculate administrative and other expenses of a regular or recurring nature on an estimated basis annually or for other periods in advance and may accrue the same in equal proportions over any such period. C. The value of the Fund’s assets shall be determined as follows: The General Partner, at its discretion, may authorize the use of other methods of valuation if it considers that such methods would enable the fair value of any asset of the Fund to be determined more accurately. The fair value of an asset may be determined by the General Partner, by the Property Appraiser or by a committee appointed by the General Partner, or by a designee of the General Partner. For the definition of market value or fair value of a property, reference is made to either the International Valuation Standards (IVS) definition of market value (also adopted by the NRA) or the IASB definition of fair value. The IVSC defines Market Value as “the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently, and without compulsion”. The IASB definition of Fair Value is “the amount for which an asset could be exchanged, or a liability settled between knowledgeable willing parties in an arm’s-length transaction”.

48

The General Partner may follow valuation guidelines such as but not limited to:




Royal Institution of Chartered Surveyors (RICS),




The European Association for Investors in Non-listed Real Estate Vehicles (INREV),




The International Private Equity and Venture Capital Valuation Guidelines (IPEVCVG) published by the European Private Equity and Venture Capital Association (EVCA), the evaluation methodologies have been adopted by most of the real estate associations as well as by the International Limited Partners Association.

The evaluation methodologies have been adopted by most of the real estate associations as well as by the International Limited Partners Association.

All valuation regulations and determinations shall be interpreted and made in accordance with the relevant principles-based set of standards which form part of IFRS. Adequate provisions will be made for expenses incurred and due account will be taken of any off-balance sheet liabilities in accordance with fair and prudent criteria. Upon the request of a majority of Limited Shareholders, the General Partner shall obtain (at the Fund’s expense) a valuation of such assets from an independent investment banking, accounting or other appraisal firm chosen by the General Partner, whose determination of such value shall be final and binding on the Fund (in the absence of manifest error or fraud).

D. Suspension of the Calculation of the Net Asset Value The General Partner may suspend, with respect to one or several Sub-Fund(s), the determination of the Net Asset Value in the following cases: •

When the stock exchange(s) or market(s) that supplies/supply prices for a significant part of the assets are closed, or in the event that transactions on such a market are suspended, or are subject to restrictions, or are impossible to execute in volumes allowing the determination of fair prices;

•

When the information or calculation sources normally used to determine the value of assets are unavailable, or if the value of an investment cannot be determined with the required speed and accuracy for any reason whatsoever;

•

When exchange or capital transfer restrictions prevent the execution of transactions or if purchase or sale transactions cannot be executed at normal rates;

•

During the existence of any political, economic, military or monetary state of affairs including (without limitation) delays in settlement or registration of securities transactions, which constitutes an emergency in the opinion of the General Partner as a result of which disposal or valuation of assets owned by the Fund or any Sub-Fund(s) would be impracticable or would materially prejudice to the interests of the holders of Shares or would , in the opinion of the General Partner, prevent a fair price for the assets of the Fund being calculated;

•

During any period when the Fund is unable to repatriate monies for the purposes of making payments on the redemption of Shares or during which any transfer of monies involved in the

49

realisation or acquisition of investments or payments due on the redemption of such Shares cannot in the opinion of the General Partner be effected at normal prices or normal rates of exchange, or is rendered impracticable; •

During any period when the General Partner in their sole discretion determine that it is undesirable or impracticable for the Fund to value some or all of its assets or when the General Partner determine in good faith that such suspension or extension is in the best interests of the Fund;

•

During any period when the Fund is being liquidated or as from the date on which notice is given of a meeting of Shareholders at which a resolution to liquidate the Fund (or one of its Sub-Funds) is proposed; or

•

When, for any other reason, the prices of any significant investment cannot be promptly or accurately ascertained;

•

When the Fund is in the process of establishing exchange parities in the context of a merger, a contribution of assets, an asset or share split or any other restructuring transaction.

The suspension of the calculation of the Net Asset Value and/or, where applicable, of the subscription, redemption of shares, shall be notified to the relevant persons through all means reasonably available to the Fund, unless the General Partner is of the opinion that a publication is not necessary considering the short period of the suspension.

50

VIII. DISTRIBUTIONS Shares in a Sub-Fund may be issued as capitalization shares or distribution shares, at the discretion of the General Partner, and as disclosed in the relevant Appendix. The general meeting of Shareholders of the Class or Classes issued in respect of any Sub-Fund (for any Class of Shares entitled to distributions) shall, upon proposal from the General Partner and within the limits provided by law, determine how the results of such Sub-Fund shall be disposed of and may from time to time declare, or authorise the General Partner to declare, distributions. For any Class of Shares entitled to distributions, the General Partner may decide to pay interim dividends in compliance with the conditions set forth by law. Payments of distributions to holders of registered Shares shall be made to such Shareholders by bank transfer on the bank account of reference of such Shareholders (i.e. the bank account from which the relevant Shareholders paid their registered Shares) following their bank instructions. Distributions may be paid in such currency and at such time and place that the General Partner shall determine from time to time. For each Sub-Fund or Class of Shares, the General Partner may decide on the payment of interim dividends in compliance with legal requirements. The General Partner may decide to distribute stock dividends in lieu of cash dividends upon such terms and conditions as may be set forth by the General Partner. Any distribution that has not been claimed within five (5) years of its declaration shall be forfeited and revert to the Sub-Fund relating to the relevant Class or Classes of Shares. No interest shall be paid on a dividend declared by the Fund and kept by it at the disposal of its beneficiary.

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IX. COSTS, FEES AND EXPENSES The Fund / Sub-Funds may hold cash reserves on an ancillary basis for the purposes of meeting ordinary expenses and contingencies. Under exceptional market circumstance as determined at the sole discretion of the Board of the General Partner, the Fund may be invested entirely in cash, money market instruments or short term deposits. At its discretion, the General Partner may decide to cancel or rebate, in favor of the relevant Sub-Fund and / any concerned investor, any fees due to it. Subscription, redemption and conversion charges borne by the Investor

Subscription, conversion and redemption fees may only if and to the extent expressly disclosed in the relevant Appendix apply in each Sub-Fund. Management Fees The Fund / Sub-Funds shall pay to the General Partner, as compensation for the investment management services rendered by the General Partner and in priority to the distribution to be made to the Shareholders an annual fee, as further described in the relevant Appendix (the “Management Fee”). The Management Fee shall cover, inter alia, all expenses incurred by the General Partner in investigating investment opportunities, evaluation of potential investments and monitoring investments, and all office and administrative expenses of the General Partner. Performance Fee A performance fee may be payable by each Sub-Fund to the General Partner as set out in the relevant Appendix. The General Partner reserves the right to waive any fees and/or to share fees with an intermediary. Fees of the Administrative and Domiciliary Agent In accordance with the Administration Services Agreement, the Administrative Agent is entitled to receive out of the assets of each of the Sub-Fund a fee in accordance with customary banking practice in Luxembourg, calculated and paid as further specified in the Administration Services Agreement. In addition, all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the provision of services to the Sub-Fund pursuant to this Administration Services Agreement, shall be reimbursed by each of the Sub-Fund to the Administrative Agent, as specified in the Administration Services Agreement.

52

Fees of the Registrar and Transfer Agent In accordance with the Registrar Agent Agreement, the Registrar and Transfer Agent is entitled to receive out of the assets of each of the Sub-Fund a fee in accordance with customary banking practice in Luxembourg, calculated and paid as further specified in the Registrar Agent Agreement. In addition, all reasonable out-of-pocket expenses incurred by the Registrar and Transfer Agent in connection with the provision of services to the Sub-Fund pursuant to this Registrar Agent Agreement, shall be reimbursed by each of the Sub-Fund to the Administrative Agent, as specified in the Registrar Agent Agreement.

Fees of the Depositary and Paying Agent In accordance with the Depositary Agreement, the Depositary and Paying Agent is entitled to receive out of the assets of each of the Sub-Fund a fee calculated in accordance with customary banking practice in Luxembourg, calculated and paid as further detailed in the Depositary Agreement.

Fees of the Auditor In accordance with the engagement letter of the Auditor, the Auditor is entitled to receive out of the assets of each of the Sub-Fund an annual fee which shall range between 70,000 and 90,000 USD, subject to the currency exchange rate. Fees of the Investment Committee As remuneration for their services, the members of the Investment Committee are entitled to receive from the relevant Sub-Fund a fee payable on such terms as disclosed in the Appendix. In addition, in consideration for the services provided by the Investment Committee for the benefit of the Fund, its members shall be compensated by the relevant Sub-Fund for all operating expenses incurred in the provision of such services and a fee to compensate their time spent as a member of the Investment Committee. Fees of the Property Appraiser As remuneration for its services, the Property Appraiser is entitled to receive from the relevant Sub-Fund a fee payable on such terms as disclosed in the Appendix. Organizational Expenses The General Partner / the Fund, as applicable, are entitled to pay out of the assets of the relevant Sub-Fund any fees and expenses involved in registering and maintaining the registration of the Fund with any governmental agencies or stock exchanges in the Grand Duchy of Luxembourg and in any other country, reporting and publishing expenses, including the costs of preparing, printing, advertising and distributing of

53

the issuing document, explanatory memoranda, periodical reports and any other expenses involved by placing activities or registration statements and the costs of any reports to Limited Shareholders, all taxes, duties, governmental and similar charges, and all other operating expenses, the costs for the publication of the issue and Redemption Prices, including the cost of buying and selling assets, interest, bank charges and brokerage, postage, telephone, telex and other communication means. The Fund may accrue administrative and other expenses of a regular or recurring nature based on an estimated amount rateably for yearly or other periods. The set-up costs of the Fund are estimated at approximately USD 50,000.-, subject to the currency exchange rate. For any additional Sub-Fund created, expenses incurred in connection with the creation of such additional Sub-Fund shall exclusively be borne by the relevant Sub-Fund. An annual lump sum of EUR 6,000.- must be paid by the Fund to the CSSF and a single lump sum of EUR 7,000 for the examination of the authorisation request by the Fund is applicable and must be paid to the CSSF. Each Sub-Fund will be charged proportionally to its respective Net Asset Value relative to the total Net Asset Value of all the Sub-Funds. Each Sub-Fund will pay prorate all out-of-pocket legal, accounting, marketing and other expenses incurred in connection with its organization and the offering of Investor Shares. Out of pocket expenses of the General Partner The General Partner is entitled to pay out of the assets of the relevant Sub-Fund all expenses payable by the General Partner which will include but not be limited to formation expenses, fees and expenses payable to sub-contractors, listing agent (if any), the Auditor, legal and tax advisers, consultants, any permanent representatives in places of registration, as well as any other agent employed by the Fund and by the General Partner in relation to the management and administration of the Fund. The General Partner will be reimbursed by each of the Sub-Funds for any reasonable out-of-pocket expenses incurred in the performance of the manager’s duties on behalf of the Fund or on behalf of a specific Sub-Fund including insurance costs, reasonable travel expenses and other expenses properly incurred by them in attending meetings of the managers, general meetings of the Fund or meetings in connection with the business of the Fund. The Fund and/or the relevant Sub-Funds will pay all the other operating, office and administrative costs and expenses including, without limitation investment and administration expenses, insurance coverage, and reasonable travelling costs in connection with meetings, remunerations of the key personnel and support staff or independent expert, creation and running of a website and travel costs incurred by the General Partner in carrying out its duties to the Fund.

54

All expenses are accrued on each Valuation Day in determining the Net Asset Value and are charged first against income. Each Sub-Fund will be charged proportionally to its respective Net Asset Value relative to the total Net Asset Value of all the Sub-Funds. Other fees and expenses The Fund and/or the relevant Sub-Funds will also pay all the other operating costs and expenses including investment and administration expenses as well as all costs related to the storage, transportation, review, expertise reparation, maintenance and insurance of assets held by that Sub-Fund. Investments expenses include but are not limited to costs of buying and selling assets, such as brokerage costs (order execution commissions and research commissions either directly or through a third party commission sharing agreement (CSA)), borrowing charges on securities sold short and any issue or transfer taxes chargeable in connection with any securities transactions, all taxes or stamp duties and corporate fees payable to government agencies, interest on borrowings, including borrowings from the prime brokers. Administration expenses include but are not limited to charges and expenses of legal advisers and of the auditor or accountant, governmental, federal, municipal and regulatory charges, mortgage fees, directors’ fees and expenses, as well as any other agent employed by the Fund and Sub-Fund, communication expenses with respect to investor services and all expenses of meetings of shareholder and of preparing, printing and distributing financial and other report, proxy forms, prospectuses and similar documents, the cost of insurance, litigation and indemnification expenses and extraordinary expenses not incurred in the ordinary course of business, the cost of maintaining any listing on any exchange, reasonable marketing and investor services. All expenses are accrued on each Valuation Day in determining the Net Asset Value and are charged first against income. The Fund and/or the relevant Sub-Fund may also accrue administrative and other expenses of a regular or recurring nature based on an estimated amount on a prorate basis for yearly or other periods. All recurring charges will be charged first against income, then against capital gains and then against assets Contingent liabilities The General Partner may accrue in the accounts of each of the Sub-Fund an appropriate provision for current taxes payable which are certain or probable to occur and can be measured with reasonable accuracy in the future based on the capital and income to the Valuation Day, as determined from time to time by the General Partner, as well as such amount (if any) as the General Partner may consider to be an appropriate allowance in respect of any risks or liabilities of each of the Sub-Fund (i.e. liabilities for past events which are definite as to their nature and are certain or probable to occur and can be measured with reasonable accuracy, which might arise during the life of the Fund and may include potential liabilities arising from any disputes (such as with a buyer or a tax authority) or as a result of any warranty or other similar arrangement arising as a result of a disposal of an investment of the Sub-Funds), provided that for

55

the avoidance of doubt, on the basis that the assets are held for investment, it is not expected that such provisions shall include any deferred taxation.

56

X. FINANCIAL YEAR, GENERAL MEETINGS OF SHAREHOLDERS AND DOCUMENTS AVAILABLE FOR INSPECTION

A.

Financial Year, Financial Statements and Reporting to Shareholders

The Financial Year shall start on 1 July and end on 30 June. The first Financial Year shall end on 30 June 2015 and begin on the date of incorporation of the Fund. Financial reports shall be established in accordance with the relevant principles-based set of standards which form part of International Financial Reporting Standards (IFRS). The annual financial statements of the Fund shall be audited and reported on as of the end of each Financial Year by independent certified public accountants of recognized international standing (the “Auditor”). The general meeting of shareholders will appoint the Auditor of the Fund for a period of one (1) year and the Auditor can be re-elected. A copy of the audited annual reports shall be distributed to the Limited Shareholders within three (3) months after the end of each Financial Year. The first report of the Fund will be made with the financial statements as of 30 June 2015. The General Partner’s annual report to Limited Shareholders shall also include: (i)

The management letter from the auditors sent to the General Partner commenting on adequacy of the Fund’s financial control procedures and accounting systems;

(ii)

A report by the auditors certifying that, on the basis of its financial statements and as of the end of that financial year, the Fund was in compliance with the Fund’s investment policy; and

(iii)

Information concerning the Fund’s investments and operations.

B.

General Meetings

The annual general meeting of the Shareholders will be held at the registered office of the Fund in Luxembourg on the second Thursday of October each year at 5 p.m. (Luxembourg time), or, if such day is not a Business Day in Luxembourg, on the next following Business Day. The General Partner will review the investment performance of the Fund on the annual general meeting. Notices of a general meeting and other notices will be given in accordance with Luxembourg law. Notices will specify the place and time of the meetings, the conditions of admission, the agenda, the quorum and the voting requirements and will be given at least eight (8) calendar days prior to the meetings. The requirements as to attendance, quorum and majorities at all General Meetings will be those laid down in the Articles and in the Luxembourg law of 10 August 1915 on commercial companies, as amended. All Shareholders may attend the annual General Meetings, any General Meetings and class meetings in which they hold Shares and may vote either in person or by proxy.

57

C.

Documents available for inspection

Copies of the following documents may be obtained for inspection during usual business hours on any Business Day in Luxembourg at the registered office of the Fund: -

The Articles;

-

The current Investment Memorandum;

-

The Depositary Agreement;

-

The Administration Agreement; and

-

The latest audited annual report.

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XI. TAXATION The following is given from a general tax perspective and is based on the Fund’s understanding of, and advice received on, certain aspects of the law and practice currently in force in Luxembourg. It does not purport to be a complete analysis of all possible tax situations that may be relevant to an investment decision. This summary does not allow any conclusions to be drawn with respect to issues not specifically addressed. The following description of Luxembourg tax law is based upon Luxembourg law and regulations as in effect and as interpreted by the Luxembourg tax authorities on the date of this Investment Memorandum and is subject to any amendments in law (or in interpretation thereof) later introduced, whether or not on a retroactive basis. There can be no assurance that the U.S., European Union, Luxembourg or other relevant tax laws will not be changed adversely with respect to the Fund and its Shareholders or that the Fund’s income tax status will not be successfully challenged by such authorities. The tax aspects of the Fund are complex and prospective investors should consult their own tax advisors. Investors should obtain advice from their own tax advisers regarding the tax implications for them when investing in, holding and disposing of the Shares and receiving distributions in respect of the Share held. The residence concept used under the respective headings below applies for Luxembourg income tax assessment purposes only. Any reference in the present section to a tax, duty, levy impost or other charge or withholding of a similar nature refers to Luxembourg tax law and/or concepts only. Also, a reference to Luxembourg income tax encompasses corporate income tax (impôt sur le revenu des collectivités), municipal business tax (impôt commercial communal), a solidarity surcharge (contribution au fonds de chômage), as well as personal income tax (impôt sur le revenu) in general. Limited Shareholders may further be subject to net wealth tax (impôt sur la fortune) as well as other duties, levies or taxes. Corporate income tax, municipal business tax, and solidarity surcharge invariably apply to most corporate taxpayers resident of Luxembourg for tax purposes. Individual tax payers are generally subject to personal income tax and the solidarity surcharge. Under certain circumstances, where an individual taxpayer acts in the course of the management of a professional or business undertaking, municipal business tax may apply as well. Limited Shareholders should consult their professional advisors on the possible tax and other consequences of their subscribing to, purchasing, holding, selling or redeeming Shares under the laws of their country of incorporation, establishment, citizenship, residence or domicile. It is the responsibility of prospective investors to inform themselves as to the tax and other consequences to them of subscribing, buying, selling or otherwise transferring or redeeming Shares under the laws of the state(s) in which they are or may be taxable.

A.

The Fund

Without any prejudice to the provisions of the law dated June 21, 2005 on the taxation of savings income in the form of interest payments, the Fund is currently not liable to any Luxembourg tax on profits or income, nor are distributions paid by the Fund liable to any Luxembourg withholding tax. The Fund is, however, liable in Luxembourg to a tax (“taxe d’abonnement”) of 0.01% per annum of their Net Asset Value, such tax being

59

payable quarterly on the basis of the value of the aggregate net assets of the Fund at the end of each relevant calendar quarter. No stamp or other tax will be payable in Luxembourg on the issue of the Shares of the Fund except a once and for all tax of Euro 75 which was paid upon incorporation. In case some Sub-Funds are invested in other Luxembourg investment funds, which in turn are subject to the subscription tax provided for by the law of December 17, 2010 relating to undertakings for collective investment or the 2007 Law, no subscription tax is due from the Fund on the portion of assets invested therein. Dividends and interest, if any, received by the Fund from investments may be liable to withholding taxes in the countries concerned at varying rates. Such withholding taxes are usually not recoverable. No stamp duty or other tax is payable in Luxembourg on the issue of Investor Shares. No Luxembourg tax is payable on the realised capital appreciation of the assets of the Fund. A registration fee of seventy-five Euros (EUR 75.-) is payable in Luxembourg in respect of the amendments of the Articles according to the Luxembourg law of 19 December 2008. Dividends and interest received by the Fund on its investments may be subject to non-recoverable withholding or other taxes in the countries of origin. Neither the Fund nor the Depositary collects receipts for such withholding taxes on behalf of the individual or all Shareholders. B.

The Shareholders

General Shareholders are currently not subject to any Luxembourg income tax on capital gain or income other than Shareholders who are domiciled, resident or having a permanent establishment in Luxembourg. Prior to the 2010 Law, non–resident shareholders were subject to Luxembourg capital gains tax or income tax, if they held more than 10% of the Shares of the Fund and if, either they sell their Shares in the Fund less than six (6) months after their acquisition date, or they have been resident of Luxembourg for more than fifteen (15) years and became non-resident of Luxembourg less than five (5) years before the transfer of their Shares (except, under certain circumstances, in case of application of double tax treaties) (the “Disposals of Shares”). Due to the enactment of the 2010 Law, the above mentioned Disposals of Shares in the Fund will no longer be subject to taxation in Luxembourg. Article 178 of the 2010 Law provides that: “Article 156, number 8), lit. c) of the amended Law of 4 December 1967 on income tax, is amended and supplemented as follows: “c) However, revenues from the sale of a holding in an undertaking for collective investment in corporate form, in an investment company in risk capital or in a family estate management company are not concerned by number 8a and 8b“. According to the interpretation provided by the Luxembourg Conseil d’Etat to the 2010

60

Law, article 156, number 8), lit.c) should also be applicable to Luxembourg specialized investment funds in corporate form. Shareholders who are not residents of Luxembourg may be taxed in accordance with the laws of other jurisdictions. However this Investment Memorandum does not make any statement regarding those jurisdictions. Before investing in the Fund, investors should discuss with their tax advisers the implications of acquiring, holding, transferring and redeeming Shares. The following is based on the General Partner’s understanding of, and advice received on, certain aspects of the law and practice currently in force in Luxembourg. 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. Investors should consult their professional advisors on the possible tax and other consequences of their subscribing for, purchasing, holding, selling or redeeming Shares under the laws of their country of incorporation, establishment, citizenship, residence or domicile. The Fund, as it is formed as a SICAV-SIF may benefit from certain double tax treaties signed by Luxembourg as set out hereunder. The countries mentioned by the Luxembourg tax authorities (administration des contributions directes) as at the date of this Investment Memorandum are the following:




Armenia




Austria




Azerbaijan




Bahrain




China




Denmark




Finland




Germany




Georgia




Hong Kong




Indonesia




Ireland




Israel




Korean Republic




Malaysia




Malta




Moldavia




Monaco




Mongolia




Morocco




Poland




Portugal




Qatar




Romania




San Marino




Singapore




Slovakia




Slovenia




Spain




Thailand




Trinidad and




Tunisia




Turkey

Tobago




Liechtenstein

United Arab




Uzbekistan




Vietnam




Emirates This

list

may

vary

from

time

to

time

and

can

be

found

on

the

following

website

(http://www.impotsdirects.public.lu/conventions/opc/sicav/index.html).

61

EU Saving Directive On 3 June 2003, the EU Council of Economic and Finance Ministers adopted the directive 2003/48/EC on taxation of savings income in the form of interest payments (the “Savings Directive”). The EU Savings Directive is applied by Member States as from 1 July 2005 and has been implemented in Luxembourg by the law dated 21 June 2005 on the taxation of savings income in the form of interest payments. The Fund and its Sub-Funds are currently considered by the Luxembourg tax authorities as out of the scope of the Savings Directive. However, further to the proposal for a Council Directive amending Council Directive 2003/48/EC on taxation of savings income in the form of interest payments dated 13 November 2008, it cannot be excluded that the scope of the Savings Directive and/or other articles of the Savings Directive would be amended at that point in time. Possible (future) Savings Directive implications should thus be monitored on continuing basis. Under the EU Savings Directive Luxembourg operate a withholding tax regime whereby a 35% retention tax currently applies for EU resident beneficial owners, however investors can opt for automatic exchange of information in the subscription form thus avoiding any retentions. Alternatively, no withholding tax or exchange of information will be applied by the Luxembourg paying agent if the EU resident beneficial owner provides a current certificate of disclosure. This certificate is issued upon request of the beneficial owner by its domestic tax authorities.

62

XII. AIFM STATUS OF THE FUND Within the framework of the application for registration of the Fund on the official list of Specialised Investment Fund governed by the SIF Law, the General Partner assessed that the Fund would qualify as an Alternative Investment Fund within the meaning of the law of 12 July 2013 relating to alternative investment fund managers (the "AIFM Law") and would fall under the exemption provided by Article 3.(2) (a) of the AIFM Law at the date of the present Issuing Document. As a consequence, the General Partner registered the Fund with the CSSF as an Alternative Investment Fund within the meaning of the AIFM Law, and is committed to comply with the on-going reporting requirements from the AIFM Law. The General Partner is authorised to proceed with the mandatory amendments of its regulatory status in the event of any change of AIFM status after the date of the present Issuing Document. In that case, the General Partner will inform investors of modifications to the AIFM status of the Fund.

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XIII. DURATION AND LIQUIDATION OF THE FUND The Fund has been established for an unlimited period. The Fund may at any time upon proposition of the General Partner be dissolved by a resolution of the general meeting of Shareholders of the Fund passed with (i) a presence quorum of seventy percent (75%) of the Shares issued by the Fund and (ii) the approval of seventy percent (75%) of the votes validly cast by the Shareholders present or represented at the meeting without the favorable vote of the General Partner. If the above mentioned quorum requirement is not met at the first meeting called, then, resolutions shall be passed under the same seventy percent (75%) quorum requirement and the same voting requirements for the second meeting called. Whenever the share capital falls below two-thirds (2/3) of the minimum capital provided for by the 2007 Law, the question of the dissolution of the Fund shall be referred to the general meeting by the General Partner. The General Meeting, for which no quorum shall be required, shall decide by simple majority of the votes of the Shares represented at the meeting without the favorable vote of the General Partner. The question of the dissolution of the Fund shall further be referred to the general meeting whenever the Share capital falls below one-fourth (1/4) of the minimum capital provided for by the 2007 Law; 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 (1/4) of the votes of the Shares represented at the meeting without the favorable vote of the General Partner. The meeting must be convened so that it is held within a period of forty (40) days from ascertainment that the net assets of the Fund have fallen below two-thirds (2/3) or one-fourth (1/4) of the legal minimum, as the case may be. In the event of dissolution, the liquidation shall be carried out by one or more liquidators (which can be the General Partner) appointed by the general meeting of Shareholders as liquidator, pursuant to the 2007 Law and the Articles. Amounts which have not been claimed by Shareholders at the close of the liquidation will be deposited in escrow with the caisse de consignation in Luxembourg. Should such amounts not be claimed within the prescription period, then they may be forfeited. The net proceeds of liquidation shall be distributed in the following order: (i)

To creditors of the Fund in the order of priority provided by law, and for such purpose the liquidator may establish appropriate reserves for contingent or unliquidated liabilities; and

(ii)

To the shareholders in accordance with section “Distribution”.

64

XIV. DATA PROTECTION AND CONFIDENTIALITY The Fund collects stores and processes by electronic or other means the data supplied by Shareholders at the time of their subscription for the purpose of fulfilling the services required by Shareholders and complying with its legal obligations. The data processed include the name, address and invested amount of each Shareholder (the “Personal Data”). Shareholders may, at their discretion, refuse to communicate the Personal Data to the Fund. In this event however the Fund may reject its request for subscription for Shares in the Fund. In particular, the Personal Data supplied by Shareholders are processed for the purpose of (i) maintaining the register of Shareholders; (ii) processing subscriptions, redemptions and conversions of Shares and payments of dividends or interests to Shareholders; (iii) complying with applicable anti-money laundering rules and other legal obligations. The Personal Data shall never be used for marketing purposes. The Fund undertakes not to transfer the Personal Data to any third parties except when required by law or with the prior consent of the relevant Shareholder. Each Shareholder is entitled to access its Personal Data and may ask for a rectification thereof in cases where such Personal Data are inaccurate and/or incomplete. Shareholders may contact the Administrative Agent and the General Partner in this regard. Personal Data shall not be retained for periods longer than those required for the purpose of their processing subject to any limitation periods imposed by law. The General Partner and its managers commit to observe confidentiality concerning information they possess relating directly or indirectly to the Fund or its affairs, unless legal requirements oblige the General Partner and/or its managers to divulge such information and/or unless the proper performance of the duties of the General Partner and/or its managers requires so. The General Partner is authorized to provide all relevant (including personal and financial) data pertaining to the Fund and its shareholders to the custodian bank and paying agent, the registrar, transfer agent and administrative agent, the auditors, the lawyers, the investment managers and advisers, the representatives, the agents, the subcontractors, the consultants and the business partners of the mentioned parties under the condition that they are subject to a similar confidentiality duty and limited to the proper execution of the obligations and fulfillment of duties in connection with the direct or indirect rendering of services to the Fund.

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XV. CONFLICT OF INTERESTS The Fund is organized and structured to minimize the risk of investors’ interests being prejudiced by conflict of interest arising between the Fund and, where applicable, any person contributing to its business activity or any person linked directly or indirectly to the Fund. However, prospective investors should note that the General Partner, the Depositary and possibly other parties may be subject to various conflicts of interest in their relationships with the Fund. In such a case, the Fund shall ensure that Investors’ interests are safeguarded. The following considerations are given on a non-exhaustive basis. No contract or other transaction between the Fund and any other company or firm shall be affected or invalidated by the fact that the General Partner or any one or more of the Managers is interested in, associate, officer or employee of, such other company or firm. Any Manager of the General Partner who serves as a manager, officer or employee of any company or firm with which the Fund shall contract or otherwise engage in business shall not, by reason of such affiliation with such other company or firm, be prevented from considering and voting or acting upon any matters with respect to such contract or other business. The Depositary, in carrying out its role as custodian of the Fund, must act solely in the interest of the Shareholders. Should the General Partner become aware of a material conflict of interest in a contemplated transaction, the Managers of the General Partner shall use their best endeavours to settle such conflict on an arm’s length basis prior to completion of such transaction. In the course of their regular business activities, Shareholders may possess, or come into possession of, information directly relevant to investment decisions of the Fund. No such Shareholders will be required or expected to disclose or otherwise reveal any such information to third parties, including the Fund.

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XVI. MARKET TIMING AND LATE TRADING “Market Timing” is to be understood as the process (of arbitraging) by which the investor purchases and redeems or converts on a consistent basis units or shares of the same undertaking of collective investment within a short time period by exploiting time zone differences and/or inefficiencies or weaknesses in the determination of the Net Asset Value. In order to protect the Fund against arbitrage opportunities, investors are not allowed to place transactions at a known Net Asset Value. Transaction instructions received on behalf of the Fund after the Cut-Off Time will therefore not be given effect before the next Valuation Day. The Fund may not be used by investors to serve as a vehicle for frequent and / or short term trading and does not permit practices related to market timing. The Fund monitors investors’ transactions in order to prevent and to detect excessive trading and market timing practices. Subscriptions or switches from investors who the Fund suspects of using excessive trading or market timing practices may be rejected.

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XVII. EXCULPATION AND INDEMNIFICATION Neither the General Partner, nor any of its affiliates, shareholders, officers, Managers, members of the Investment Committee, agents and representatives (collectively, the “Indemnified Parties”) shall have any liability, responsibility or accountability in damages or otherwise to any Shareholder, and the Fund agrees to indemnify, pay, protect and hold harmless each of the Indemnified Parties from and against, any and all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, all reasonable costs and expenses of attorneys, defence, appeal and settlement of any and all suits, actions or proceedings instituted or threatened against the Indemnified Parties or the Fund) and all costs of investigation in connection therewith which may be imposed on, incurred by, or asserted against the Indemnified Parties, the Fund or in any way relating to or arising out of, or alleged to relate to or arise out of, any action or inaction on the part of the Fund, on the part of the Indemnified Parties when acting on behalf of the Fund or on the part of any agents when acting on behalf of the Fund; provided that the General Partner shall be liable, responsible and accountable for and shall indemnify, pay, protect and hold harmless the Fund from and against, and the Fund shall not be liable to the General Partner for, any portion of such liabilities, obligations, losses, damages, penalties, actions, judgements, suits, proceedings, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, all reasonable costs and expenses of attorneys, defence, appeal and settlement of any and all suits, actions or proceedings instituted or threatened against the Fund and all costs of investigation in connection, therewith asserted against the Fund) which result from the General Partner fraud, gross negligence, wilful misconduct or material breach of the Investment Memorandum and the Articles.

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XVIII. GENERAL RISK CONSIDERATIONS A.

General Risk Factors

THE FUND’S INVESTMENT PROGRAM ENTAILS SUBSTANTIAL RISKS. THERE CAN BE NO ASSURANCE THAT THE INVESTMENT OBJECTIVES OF THE FUND WILL BE ACHIEVED. Attention should be drawn to the fact that an Investor may not get back the amount he/she/it has invested. Changes in exchange rates may also cause the Net Asset Value in the Investor’s reference currency to go up or down. No guarantee as to future performance of or future return from the Fund can be given. In addition to the above mentioned general risks which are inherent in all investments, the investment in the Fund entails above-average risks and is only appropriate for Investors who can take the risk to lose the entire investment. Some specific risks related to the investment in the Fund are described below. An investment in a Sub-Fund involves certain risks relating to its particular structure and investment objectives which investors should evaluate before making a decision to invest. Investments of the Sub-Funds are subject to market fluctuations and other risks inherent in any investment; accordingly, no assurance can be given that the investment objectives will be achieved. Limited Shareholders should make their own independent evaluation of the financial, market, legal, regulatory, credit, tax and accounting risks and consequences involved in investment in the Sub-Fund and its suitability for their own purposes. In evaluating the merits and suitability of such an investment, careful consideration should be given to all of the risks connected to investing in the Sub-Funds. The following is a brief description of certain factors which should be considered along with other matters discussed elsewhere in this Investment Memorandum. An investment in Shares in the Sub-Funds carries substantial risk and is suitable only for investors who accept the risks and can assume the risk of losing their entire investment. General: the transactions in which the Fund generally will engage involve trading risks. Growing competition in the financial markets as well as the development of sophisticated technology that is able to discover investment opportunities more rapidly may limit the General Partner’s ability to take advantage of opportunities in rapidly changing markets. No assurance can be given that the investment styles selected by the General Partner and/or the investment and trading strategies employed by the General Partner will be successful or that Shareholders will realize net profits on their respective investments. Because of the nature of the Fund’s investment activities, the results of the Fund’s operations may fluctuate from month to month. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results in future periods

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Lack of diversity: The Fund is not subject to specific legal or regulatory risk diversification requirements, other than those specified herein. Therefore, the Fund is, in principle, authorized to make a limited number of investments and, as a consequence, the aggregate returns realized by the Shareholders may be substantially adversely affected by the unfavorable performance of even one investment. In addition, the Fund’s assets may be concentrated in certain industries and segments of activity. A lack of diversification in the Fund’s portfolio may result in the Fund’s performance being vulnerable to business or economic conditions and other factors affecting particular companies or particular industries, which may adversely affect the return to Shareholders. Lack of liquidity of underlying investments: The investments to be made by the Fund may be highly illiquid. The eventual liquidity of all investments will depend on the success of the realization strategy proposed for each investment. Such strategy could be adversely affected by a variety of factors. There is a risk that the Fund may be unable to realize its investment objectives by sale or other disposition at attractive prices or at the appropriate times or in response to changing market conditions, or will otherwise be unable to complete a favorable exit strategy. Losses may be realized before gains on dispositions. The return of capital and the realization of gains, if any, will generally occur only upon the partial or complete disposition of an investment. Prospective investors should therefore be aware that they may be required to bear the financial risk of their investment for an indeterminable period of time. Reliance on management and advisory: The Fund and the success of each Sub-Fund for the foreseeable future will depend significantly on the efforts and abilities of the managers of the General Partner and, where applicable, on the Investment Committee. The loss of these persons’ services could have a materially adverse effect on the Fund. Decisions with respect to the investment management of a relevant Sub-Fund will be made by the General Partner (and where applicable, upon consultation of the Investment Committee). An investment in the Shares of the Sub-Funds requires a long-term commitment, with no guarantee on return. The return of capital and the realization of gains, will depend on the return realized at the occasion of the partial or complete disposition of equity investments by the Fund which will only occur a number of years after the investment has been made. The Fund's investments will be highly illiquid due to the absence of any trading market for these investments. The Fund may not be able to sell its (equity) investments when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. Changes in applicable law: The General Partner must comply with various regulatory and legal requirements, including securities laws and tax laws as imposed by the jurisdictions under which it operates. Should any of those laws change over the life of the Fund, the regulatory and legal requirements to which the Fund and its Shareholders may be subject could differ materially from current requirements. Litigation: The Fund might be named as a defendant in a lawsuit or regulatory action stemming from the conduct of its business and the activities of the General Partner. In the event such litigation was to occur, the Fund would bear the costs of defending against it and be at further risk if the defense in the litigation were unsuccessful.

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Political and economic risks: The value of the Fund’s investments may be affected by uncertainties in the form of unforeseen domestic or foreign political developments, civil disorder or constitutional crises. Abrupt changes of policy with regard to taxation, the government’s fiscal and monetary stance, currency repatriation and other economic regulations are also possible, including expropriation, nationalization, or confiscation of assets or changes in legislation regarding the permissible share of foreign ownership of companies or assets. Foreign exchange/Currency risk: The General Partner may invest in assets denominated in foreign currencies. Changes of local currency exchange rates to other currencies may affect the value of the Fund's foreign exchange portfolio components (equity and quasi-equity investments). In case the Fund invests in hard currency and provided that it has not hedged its foreign currency debt, it may be exposed to currency risk if it receives its income in local currency. Such currency risk exposure may affect the Fund’s position. Trading Risks: Substantial risks are involved in the trading of securities. Market movements can be volatile and are difficult to predict. Government policies, particularly those of the US Federal Reserve Board and the European Central Bank, can have a profound effect on interest rates which, in turn, substantially affect securities prices as well as the liquidity of such markets. Politics, recession, inflation, employment levels, trade policies, international events, war and other unforeseen events can also have a significant impact on the price of securities. Various techniques are employed to attempt to reduce the risks inherent in the trading strategies utilized by the General Partner or any other underlying fund manager. The ability to achieve the desired effect through a particular technique is dependent upon many factors, including the liquidity of the market at the desired time of execution. Thus, substantial risk remains that the techniques employed on behalf of the Fund cannot always be effective in reducing losses. The activities undertaken by the General Partner or as the case may be the underlying fund managers may involve a degree of leverage. Accordingly, a relatively small price movement may result in substantial and immediate losses in excess of the amount committed by the Fund. At various times, the markets for exchange-listed securities may be “thin” or illiquid, making purchases or sales of securities at desired prices or in desired quantities difficult or impossible. The liquidity of the market may also be affected by a halt in trading on a particular securities exchange or exchanges. New Fund: The Fund has no operating history and an indeterminate amount of time may be required to achieve operating efficiency and profitable operations. No assurance can be given that the Fund will achieve its investment objectives, and thus, investment in the Fund entails a certain degree of risk. The General Partner is a newly established company with no track record upon which the Investors in the Fund may base an evaluation of the merits of purchasing an interest in the Fund. The success of the Fund depends significantly on the efforts and abilities of its General Partner to evaluate investment opportunities. Although the General Partner will devote such time and effort as may be reasonably required to implement the objectives of the Fund, there can be no guarantee that investments will be successful.

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Tax considerations: Tax charges and withholding taxes in various jurisdictions in which the Fund will invest will affect the level of distributions made to it and, accordingly, to Limited Shareholders. No assurance can be given as to the level of taxation suffered by the Fund or its investments. Operation risk: Highly skilled resources in respective areas of operational expertise may be difficult to access, thus creating higher operational risks. In addition, additional operational risks should be recognizes, such as: -

General back-office risks: Operational risk is the risk deriving from deficiencies in information systems or internal controls that could result in unexpected losses. Operational risk is inherent to any financial activity, but arguably, is especially significant in the case of alternative assets investments, where automatisation is limited. The capture of data on alternative assets is often a manual process, subject to delay and human error and determining accurate market values can be problematic for the more complex transactions. Internal control weaknesses can lead to losses from fraud or simply from the assumption of risks in excess of those acceptable to the General Partner. The main source of operational risk for the Fund is human errors related to transaction processing, at the level of investment management, fund valuation and shareholders’ transaction processing.

-

Investor transaction risks: The maintenance of the register of shareholders as well as the processing of investors’ transactions constitutes a significant source of risks: processing risks, and AML/KYC risks.

-

Accounting and NAV calculation risk: The bookkeeping and financial reporting of the Fund constitutes a significant source of risks human error.

-

Pre Trade Risk management: Investment decision must comply with the investment policy and restrictions of the Fund. Any breach of those may result into unexpected risks.

Co-investments: Co-investments made by the Fund are subject to the risk that the Fund will not have sole control of the assets and that the realization of the investment may take longer than the realization of an investment under the sole control of the Fund as the co-investors in the investment will generally agree to an exit procedure requiring notification of the other co-investors and possibly giving the other co-investors a right to initiate a buy-sell procedure (i.e. one party specifying the terms upon which it is prepared to purchase the other party’s or parties’ participation in the investment and the non-initiating party or parties having the option of either buying the initiating party’s participation, or selling its or their participation in the investment on the specified terms). Co-investments may also involve additional risks, including the possibility that partners or co-venturers might become bankrupt, fail to fund their share or required capital contributions, make dubious business decisions or block or delay necessary decisions. The Fund or any Sub-Fund will however seek to maintain sufficient rights with respect to such partnerships or joint ventures to permit the Fund’s or any Sub-Fund’s objectives to be achieved. Suitability standards: Because of the risks involved, investment in the Fund is only suitable for those persons who are able to bear the economic risk of the investment, understand the high degree of risk involved, believe that the investment is suitable based upon their investment objectives and financial needs, and have no need for liquidity of investment. Should any non-professional investor invest in Shares of the

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Fund, it is advisable that only part of the sums which such an investor intends for long term investment should be so invested. Early termination: In the event of the early termination of the Fund, the General Partner would have to distribute to the Shareholders their pro-rata interest in the assets thereof. The Fund’s investments would have to be sold by the General Partner or distributed to the Shareholders. It is possible that at the time of such sale certain investments may be worth less than the initial cost of the investment, resulting in a loss to the Fund and to its Shareholders. Moreover, in the event he Fund terminates prior to the complete amortization of organizational expenses, any unamortized portion of such expenses will be accelerated and will be debited from (and thereby reduce) amounts otherwise available for distribution to Shareholders. Institutional Risks: the institutions, including brokerage firms and banks, with which the Fund (directly or indirectly) does business, or to which securities have been entrusted for custodial and prime brokerage purposes, may encounter financial difficulties that impair the operational capabilities or the capital position of the Fund. Brokers may trade with an exchange as a principal on behalf of the Fund, in a “debtor-creditor” relationship, unlike other clearing broker relationships where the broker is merely a facilitator of the transaction. Such broker could therefore have title to part of the assets of the Fund (for example, the transactions which the broker has entered into on behalf of the Fund) as principal as well as with regard to the margin payments which the Fund provides. In the event of such broker’s insolvency, the transactions which the broker has entered into as principal could default and the assets of the Fund could become part of the insolvent broker’s estate, to the detriment of the Fund. In this regard, the Fund’s assets may be held in “street name” so that a default by the broker may cause the rights of the Fund to be limited to that of an unsecured creditor. The Fund may intend to potentially use directly a prime broker for custodial and prime brokerage purposes. It should be noted that the General Partner has consulted with lawyers, accountants and other experts regarding the formation of the Fund. Such personnel are accountable to the Fund only and not to shareholders themselves. Each prospective investor should consult his/her/its own legal, tax and financial advisors regarding the desirability of an investment in the Fund.

B.

Risks related to investing in the Fund

The following is a brief description of main factors which should be considered in respect of investments in the Fund. Additional risks are listed in the relevant Appendix. Portfolio valuation risks: Prospective investors should acknowledge that the portfolio of the Fund / SubFunds will be composed of assets of different natures in terms of inter alia sectors, geographies, financial statements formats, reference currencies, accounting principles, types and liquidity of securities, coherence and comprehensiveness of data. As a result, the valuation of the relevant portfolio and the production of the NAV calculation will be a complex process which might in certain circumstances require the General Partner to make certain assumptions in order to reach target. The lack of an active public market for securities and

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debt instruments will make it more difficult and subjective to value investments of the Fund for the purposes of determining the NAV. Real-estate Risk Factors: The Fund and any Sub-Fund will be subject to the risks inherent in investing in real estate investments which risks may be increased if the investment is leveraged. Valuations of real estate investments are affected by a number of factors, including changes in general economic climate, local conditions, real estate investments management, attractiveness and location of the real estate investments, buyers and sellers of real estate investments, quality of maintenance, insurance and management services, changes in operating costs and changes in the legal framework governing, zoning (planning), building, environmental, energy and other applicable laws, or real estate investment tax rates. Also changes in interest rates or the availability of debt financing may render the sale of real estate investments difficult or unattractive. As a result, there can be no assurance of maintaining or increasing the value of the investments in which the Fund and any Sub-fund invest and the Fund's and any Sub-fund's investment objectives may not be realized. Real estate investments, like many other types of long-term investments have historically experiences significant fluctuations in value, and specific market conditions and cycles may result in occasional or permanent reductions in the value of the Fund’s or any Sub-Fund’s investments. Property cash flows and the marketability and value of real property will depend on many factors beyond the control of the Fund or any Sub-Fund, including, without limitation: -

Adverse changes in national, regional and local economic and market conditions;

-

Fluctuating local real estate conditions;

-

Competition from other available properties;

-

Changes or promulgation and enforcement of governmental regulations relating to land use and zoning, environmental, occupational and safety matters;

-

Changes in real estate tax rates and other operating expenses;

-

Existence of uninsured or uninsurable risks.

Development, Redevelopment and construction risks: The development and construction of real estate assets is subject to timing, budgeting and other risks that may adversely affect the Fund’s or any Sub-Fund’s operating results. The Fund or any Sub-Fund may acquire newly-developed and redeveloped properties as suitable investment opportunities arise, taking into consideration general economic conditions. Any renovation, redevelopment, development and related construction activities could subject the Fund or any Sub-Fund to a number of risks, including risks associated with:

-

Construction delays or costs overruns that may increase project costs;

-

Receipt of zoning, occupancy and other required governmental permits and authorizations;

-

Development costs incurred for projects that are not pursued to completion;

-

Ability to raise capital;

-

Governmental restrictions on the nature or size of a project.

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The Fund’s or any Sub-Fund’s inability to complete a project on time or within budget may adversely affect its operating results. Environmental Factors: Under various laws and regulations, an owner of property may have significant liability for any contamination found on such property including being liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property. Such laws often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. The cost of any required remediation and the owner’s liability as to any property may not be limited under such laws and could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate contamination from such substances, may adversely affect the owner’s ability to sell the real estate or to borrow using such property as collateral and may have a significant adverse effect on the value and returns from such property. Property investments may be affected by deleterious substances and other environmental problems. The Sub-Funds will therefore be subject to all the risks arising under applicable environmental laws and regulations from the acquisition, holding and disposal of contaminated properties, including loss and reduced returns resulting from environmental claims, related occupational safety issues and claims and the performance of requisite clean-up work. In addition to liability issues, environmental problems affecting the Sub-Funds’ property investments may limit the Sub-Funds’ ability to raise or maintain debt financing secured by such Property Investments or to sell such property investments. There is a possibility that damage from earthquake and other natural disasters such as lightning, fire and flood will have an impact on the value of the real estate investments invested in by any Sub-Fund. Such damage, even if repairable, may affect the real estate investments sale price or its ability to generate income. The real estate investments could be damaged or destroyed by extraordinary risks such as war, natural disasters, terrorist attacks or other cases of force majeure. This risk cannot be fully offset by insurance. In addition, repeated damage may lead to rising insurance premiums. The risk of accidental loss and the total or partial destruction of the real estate investments may necessitate the expansion of investments in real estate investments and/or equipment. Additional investments may also be necessary as a result of unforeseen maintenance and repair services. Leverage: The Fund and any Sub-Fund will likely utilize non-recourse or recourse debt to finance the acquisition of certain properties. While the use of leverage will increase the proceeds available for the investment by the Fund or any Sub-Fund and thus create an opportunity for a greater yield and increased diversification of the Fund’s or any Sub-Fund’s portfolio, it also increases the exposure to capital risk and risk of loss on a particular leveraged property. In addition, fluctuation in market values may significantly decrease the availability and increase the costs of real estate mortgage loans. The ability to obtain financing quickly and on a reasonable terms is important to the success of the Fund or any Sub-Fund. The Fund or any Sub-Fund will incur obligations to pay interest and to repay principal on its leveraged assets. The Fund or any Sub-Fund may, under some circumstances, be required to liquidate assets to service such interest and principal obligations. Interest Rates: Higher interest rates could adversely affect investment returns. Although the Fund or any Sub-Fund intends to place permanent debt financing on its real estate assets on a fixed rate basis, the Fund

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or any Sub-Fund may seek variable rate financing on its properties when it is deemed appropriate. Any increase in interest rates would increase on the Fund’s or any Sub-Fund’s interest costs in variable rate during the course of the investment period could adversely affect investment returns for investors in the Fund or any Sub-Fund. Risk of tenants: The Fund or any Sub-Fund intends to invest in real estate assets in which tenant leases will generate a significant portion of the Fund’s or any Sub-Fund’s revenue. As a result, the Fund or any Sub-Fund is subject to the credit risk of its tenants. In particular, local economic conditions and factors affecting the industries in which the Fund’s or any Sub-Fund’s tenants operate may affect the tenant’s ability to make lease payments. In the event that the Fund’s or any Sub-Funds tenants default on their leases and fail to make rental payments when due, there could be a significant decrease in the Fund’s or any SubFund’s revenues. This loss of revenues could adversely affect the Fund’s or any Sub-Fund’s profitability and its ability to meet its financial obligations. In addition, the Fund or any Sub-Fund may be unable to locate replacement tenants in a timely manner or on comparable or better terms if tenants default on their leases. Insurance: The Fund or any Sub-Fund intends to maintain comprehensive insurance on all of its properties, including liability and fire and extended coverage, on terms it considers commercially reasonable. There are certain types of losses, however, such as acts of war or terrorism which now or in the future may be uninsurable or not economically insurable. Inflation, changes in building or zoning codes and ordinances, environmental considerations, and other factors may also make it unfeasible to use insurance proceeds to replace an asset if it is damaged or destroyed. If an uninsured property loss or a property loss in excess of insured limits were to occur, the Fund or any Sub-Fund could lose its capital invested as well as the anticipated future revenues from such real property. The Fund or any Sub-Fund would also continue to be obligated to repay any mortgage indebtedness or other obligations related to the property.

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APPENDIX A

Specific Information in relation to Vitruvian US Residential

This Appendix A is an integral part of the Investment Memorandum of Vitruvian SCA SICAV-SIF, a corporate partnership limited by shares (société en commandite par actions (S.C.A.)) incorporated under the laws of the Grand Duchy of Luxembourg as an investment company with variable share capital (société d'investissement à capital variable (SICAV)), established as a specialized investment fund (Fonds d'Investissement Spécialisé (SIF)). Except as otherwise indicated in this Appendix, terms capitalised herein shall have the meaning ascribed to them in the Investment Memorandum. 1.

Name of the Sub-Fund

Vitruvian US Residential or “Sub-Fund A”. 2.

Main definitions

Class or Classes

Means each class of Investor Shares in issue or to be issued in respect of the Sub-Fund A.

Class A Shares

Refer to the Class A (USD) Investor Shares of the Sub-Fund A.

Class B Shares

Refer to the Class B (USD) Investor Shares of the Sub-Fund A.

Class C Shares

Refer to the Class C (USD) Investor Shares of the Sub-Fund A.

Cut-Off Time

For subscription: “Cut-Off Time” means 3 p.m. (Luxembourg time) at least 2 Business Days before the Subscription Day. For redemption: “Cut-Off Time” means 3 p.m. (Luxembourg time) sixty (60) calendar days before the Redemption Day.

Disposition Fee

The Fee paid by the Fund to the intermediary appointed by the General Partner (i.e. real estate agent or broker) for real estate dispositions made on behalf of the Fund.

High Water Mark

Means the greater of (i) the Initial Issue Price (or any such price at which Shares are issued, as applicable) and (ii) the highest Net Asset Value per Share in effect immediately after the last Business Day of the Performance Fee calculation period) in respect of which a Performance Fee was charged.

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Hurdle rate

10%

Initial Closing Date

31 May 2014. Such period may be extended or shortened by a decision of the General Partner.

Initial Issue Price

USD 1,000 for the Class A Shares and the Class B Shares.

Initial Offering Period

From 1 April 2014 to 31 May 2014.

Investment Advisor

Zelman & Associates

Investment Committee

•

Arcady Lapiro and Franck Willaime as representatives of the General Partner

•

Garret R. Bowden, Akram Busaidy and Stijn Van Nieuwerburgh, appointed as independent consultants in real estate by the General Partner

•

Any representative of any shareholder above 15% of the shares of the Sub-Fund upon their first request, as further described in section 16 below.

Performance Period

1 July to 30 June of each year

Property Appraisers

Cushman & Wakefield, CBRE, Miller Samuel Real Inc. As applicable and where required, other property appraiser may be appointed. Such property appraiser shall meet the conditions specified in clause 17 below.

Redemption Day

Last Business Day of March, June, September and December of each year.

Redemption Fee

For Class A Shares: 5% the first year 3.5% the second year 2% the third year For Class B Shares: 5% the first year 4% the second year 3% the third year

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For Class C Shares: Up to 5% the first year Up to 3.5% the second year Up to 2% the third year Redemption Price

The “Redemption Price” will be denominated in the applicable Reference Currency and will be equal to the Net Asset Value per Share of the relevant Class as at the relevant Redemption Day, after adjustment for: (i)

Any accrual of Management Fees and Performance Fees due;

(ii) The Redemption Fee. Reference Currency

The “Reference Currency” of the Sub-Fund A is USD.

Shares

The “Shares” means the Class A Shares, Class B Shares and Class C Shares.

Subscription Day

Last Business Day of March, June, September and December of each year. The General Partner reserves the right to accept additional Subscription as of the last Business Day of each month, subject to the relevant Cut-Off Time.

Subscription Fee

Up to five percent (5%), as specified in the subscription agreements and as described in Section 20 of this Appendix A

Subscription Price

The “Subscription Price” means during the Initial Offering Period, the Initial Issue Price, and after the Initial Offering Period, the Net Asset Value per Share calculated on the concurrent Valuation Day in accordance with the Articles, the Investment Memorandum.

Valuation Day

The “Valuation Day” is the last Business Day of March, June, September and December of each year, subject to clause 10 below.

3.

Term of the Sub-Fund A

The Sub-Fund A has been created for the lifetime of the Fund. 4.

Target Investors

The Sub-Fund A is directed at Eligible Investors, as defined in the Investment Memorandum. The investment in the Sub-Fund A should be viewed as medium to long term and may not be appropriate for all investors (see section “risk factors” below).

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5.

Investment Objective and Policy

The Investment Objective of the Sub-Fund is to invest in American markets to optimise long term total return (the combination of income and growth of capital), through investment meanly in real estate investments, in accordance with the section “investment objective, strategy and restrictions” provided for in the main part of the Investment Memorandum. The Investment Policy of the Sub-Fund is to invest in a diversified portfolio of multifamily assets in the United States residential apartments, seeking to add value through strategic asset allocation, stock selection and asset management. The Sub-Fund may also enter into derivatives transactions (but only to mitigate the risk of interest rate and currency movements) and may hold REITs and money market instruments, debt securities and cash for short / midterm liquidity purposes. Transactions in derivatives will not compromise the risk profile of the Sub-Fund not contravene the risk profile of the Sub-Fund. The principal multifamily properties (Prime, Class A/B, off market, New Projects) in which the Sub-Fund may invest are:


Located in Major urban markets that feature a large and dynamic employment base, a highly educated workforce, high household-income levels, and a growing population




Under-rented properties providing strong potential rent increases opportunities




First hand access to off market deals combined with deal sourcing through extensive network




Mismanaged

assets,

providing

opportunities

to

improve

expenses

and

capital

expenditures management


Discounted asset pricing relative to asset replacement value and development costs.




Assets with deep and clearly identified resale/exit markets (strategic industry buyers, institutional private equity buyers, public market investors, high net worth individuals, regional and local property owners, etc).

The target lot size for acquisitions by the Sub-Fund is 10-100m $ per lot (although smaller/larger lot sizes may also be acquired). The Sub-Fund may acquire assets indirectly through one or more entities owned, in whole or in part, by the Fund, as determined by the General Partner in its sole discretion. A few assets may be acquired in joint venture with other investors and property operators. Most will consist of majority owned assets, where the Fund will have final say over major decisions which may include approving capital expenses over certain amounts, new financing or refinancing, additional capital injection, major leases and contracts, and asset resale and disposition. The Fund will consequently be empowered to control the governance of joint venture entities, appoint and revoke any director of the joint venture entities. A few may be minority positions taken in assets deemed very attractive but where a majority and control

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position is not available. On such minority investments however, the Fund will always retain the right to approve new financing, and asset disposition, and will also hold tag along right for any interest transfers by the majority owner. Co-investment investment opportunities should be an opportunity for the Fund. Co-investment investment opportunities shall not be opened to the General Partner or its managers. The General Partner, in its sole discretion and only if it considers it to be in the he best interest of the Sub Sub-Fund Fund A, may make available the opportunity to co-invest co alongside the Fund in any proposed investment. investment The conditions set out in Section II. E. of the Placement Memorandum shall apply, in particular co-invested c assets shall be considered as joint ownerships (indivision). ( Co-invested invested assets shall be managed, disposed and sold at the discretion of the Fund Fund,, under the same terms and conditions as any other invested asset. Co-investors investors shall have only financial interest and shall not not have the power to dispose of the co-invested co assets.

STRUCTURE CHART OF THE FUND

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6.

Use of leverage

The General Partner may use leverage to enhance return to Investors while acquiring its real estate assets or paying expenses. Additionally, the Fund may enter into one or more credit facilities to enable the Fund to make investments or pay expenses through borrowings. The General Partner will limit the leverage to 55 to 75% of up to 80% of the Net Asset Value of the Sub-Fund (i.e. real estate investments), the rest will be invested without leverage on US Listed REITs, money market or debt securities. The maximum leverage is consequently limited to 60% of the total Net Assets of the Sub-Fund. 7.

Hedging

For the purpose of hedging against currency risks, hedging techniques may be employed to protect against adverse movements in currency and/or interest rates. 8.

Investment restrictions

Sub-Fund A will comply with the following investment restrictions: (i)

Generally, the Sub-Fund A may not invest more than thirty percent (30%) of its net assets to subscribe securities of the same type issued by the same issuer. This restriction does not apply to (i) investments in securities issued or guaranteed by an OECD Member State or its regional or local authorities or by EU, regional or global supranational institutions and bodies; - investments in target UCIs that are subject to risk-spreading requirements at least comparable to those applicable to SIFs. For the purpose of the application of this restriction, every sub-fund of a target umbrella UCI is to be considered as a separate issuer provided that the principle of segregation of liabilities among the various sub-funds vis-à-vis third parties is ensured;

(ii)

Short sales may not in principle result in the Sub-Fund holding a short position in securities of the same type issued by the same issuer representing more than thirty percent (10%) of its net assets;

(iii)

When using financial derivative instruments, the Sub-Fund must ensure, via appropriate diversification of the underlying assets, a similar level of risk-spreading. Similarly, the counterparty risk in an OTC transaction must, where applicable, be limited having regard to the quality and qualification of the counterparty;

(iv)

In relation to investments in real estate, in no event more than 20% of the aggregate Subscription amount will be invested in any single property. The General Partner will invest in properties located in the United States. Compliance with the foregoing percentage limitations shall be determined on the Initial Closing Date and at the time of the acquisition of the asset with respect to any investments made following the Initial Closing Date, in each case without regard to subsequent changes in the aggregate amount of Subscription amount;

(v)

In relation to the investment of the liquid cash assets of the Sub-Fund A in US publicly listed REITs and or money market instruments or debt securities, the Sub-Fund A may not invest more than 10% of its net assets in a US a listed REITs, money market instruments or debt securities of

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one single issuer. Furthermore, the Sub-Fund A may not hold more than 10% of any single class of US listed REITs, money market instruments or debt security of a single issuer. The Sub-Find may not invest more than 10% of its net assets in US REITs, money market instruments or debt securities which are neither listed nor dealt on a Regulated Market. These rules do not apply during a start-up period which may not extend beyond 18 (eighteen) months after the Initial Closing Date of the Sub-Fund. 9.

Share Classes

The Sub-Fund A offers the following Class of Shares: -

Class A USD Investor Shares to Eligible Investors as described in clause 4 of this Annex A, investing in cash;

-

Class B USD Investor Shares to Eligible Investors as described in clause 4 of this Annex A, investing in kind.

-

Class C USD Investor Shares to Institutional Investors as defined in the section "Definitions" of this Investment Memorandum, investing in cash.

The pricing currency of the Shares is the USD. The Net Asset Value of the underlying holdings is in USD. The General Partner may at any time decide to issue new Classes of Shares. 10. Valuation Day / Net Asset Value The Valuation Day is the last Business Day of March, June, September and December of each year. The General Partner may decide to calculate an intermediary NAV at the end of each month. The Net Asset Value will be confirmed once a year by the Property Appraiser. The Property Appraiser may also value or confirm the valuation as stated in clause 17 below. 11. Capital Funding and Issue of Shares in the Sub-Fund A Within this Sub-Fund A, Class A Shares, Class B Shares and Class C Shares are available for subscription during the Initial Offering Period at an Initial Offering Price of USD 1,000 and after the Initial Offering Period, Shares are available at a price corresponding to the Net Asset Value per Share of the relevant class of Shares, on the relevant Valuation Day. Regarding Class A Shares and Class B Shares, the minimum initial investment that will be accepted from Investors will be the USD equivalent of ten thousand Euros (EUR 10,000.-). Regarding Class C Shares, the minimum initial that will be accepted from Investors will be the USD equivalent of two thousand and five hundred Euros (EUR 2,500.-). All Shares Classes of the Sub-Fund A are subject to the requirements of the

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Law of 2007 (i.e. that non-professional or non-institutional investors do adhere in writing to the status of Well Informed Investors and do provide a certificate delivered by a credit institution within the meaning of Directive 2006/48/EC, another investment company within the meaning of Directive 2004/39/EC or a management company within the meaning of Directive 2001/107/EC stating that they are experienced enough to appreciate in an adequate manner an investment in a specialized investment fund), and subject to the General Partner’s right to reject any offer from Investors for any reason. In order to ensure that subscription applications are processed as of any Valuation Day, the Subscription Agreement, together with the necessary identification documents and the subscription monies payable, must be received by the Registrar and Transfer Agent together with the necessary identification documents by fax at the latest on 3 p.m. (Luxembourg time) at least 2 Business Days before the Subscription Day with the originals of all documents to follow soon after by post. Subscription monies shall be remitted, at the latest on 3 p.m. (Luxembourg time) at least 2 Business Days before the Valuation Day, by telegraphic transfer to the relevant subscription account specified for the relevant currency of payment in the Subscription Agreement. All bank collection or other charges imposed for such telegraphic transfer payments by an applicant shall be borne by and charged to that applicant. In case subscription is made through clearing, subscription will be executed against payment with the clearing account after the Administrative Agent has performed the eligibility controls. The Shares will be allotted at a price corresponding to the Net Asset Value per Share of the relevant Valuation Day. For Subscription Agreements or subscription amounts received by the Registrar and Transfer Agent after the aforesaid dates, the Shares will be allotted at a price corresponding to the next Valuation Day. The aforesaid periods for the submission of the Subscription Agreement and the payment of the subscription amounts may be waived at the discretion of the General Partner. The General Partner in exercising its discretion will take due consideration of treating Shareholders fairly and equally. The Shares will be issued as of the Subscription Day. The Shares will be issued in registered form. Shares may be issued as consideration for a contribution in kind of securities, shares or other assets, in compliance with the conditions set forth by Luxembourg law, in particular the obligation to deliver a valuation report from an independent auditor and provided that such securities, shares or other assets comply with the investment objectives and strategy of the Fund. 12. Redemptions All Shares are redeemable at the option of the Shareholders on each Redemption Day. Redemption Forms must be received by the Fund by 3 p.m. (Luxembourg time) on a Business Day falling at least sixty (60) calendar days before the Redemption Day (failing which the redemption request will be held over until the next following Redemption Day and Shares will be redeemed at the price applicable on that Redemption Day).

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In case redemption is made through clearing, redemption will be executed against payment with the clearing account after the Administrator has performed the eligibility controls. Shares shall be redeemed: (ii)

At 90% of the NAV per Share calculated as of the relevant Redemption Day if such a redemption is made within six (6) months following the day when the relevant Shares were subscribed;

(iii)

At 95% of the NAV per Share calculated as of the relevant Redemption Day if such a redemption is made after six (6) months but within twelve (12) months following the day when the relevant Shares were subscribed;

(iv)

At NAV per Share calculated as of the relevant Redemption Day if such a redemption is made after twelve (12) months following the day when the relevant Shares were subscribed.

The Fund is suitable for shareholders who intend to optimise long term total return. In the case where a redemption would be made within 6 or 12 months following to the day when the relevant Shares were subscribed, the redeeming shareholders have to take into consideration that the Redemption Fee indicated under Section 20. "Fees and other expenses / Redemption Fee" will be applicable. The redemption proceeds will be paid out to the redeeming shareholder(s) as soon as possible following the Redemption Day on which Shares are redeemed but not after a period exceeding six (6) months, but only if The General Partner, the Depositary and Administrative Agent have validated the redemption requests and compliance obligations. Subject to the Articles, the “Redemption Price” will be denominated in the applicable currency and will be equal to the Net Asset Value per Share of the relevant Class as at the relevant Redemption Day, after adjustment for: (i) Any accrual of Management Fees and Performance Fees due; (ii) The Redemption Fee. The General Partner may decide that part or all of the redemption requests in relation to Shares will be deferred for a period and in a manner that the General Partner considers to be in the best interest of the Sub-Fund. Following that period, with respect to the next relevant Valuation Day, these redemption requests will be met on a pro rate basis. If Shares representing more than twenty percent (20%) of the Net Asset Value of the Sub-Fund A are tendered in a given Redemption Day, the excess may be rolled forward to the next Redemption Day. In this event, the limitation will apply pro rata so that all redemption applications to be processed on a Redemption Day to which such limitations apply will be processed in the same pro rata. The Sub-Fund however may redeem Shares whenever the General Partner considers redemption to be in the best interest of the Fund.

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In addition thereto, the Investor Shares shall be redeemed compulsorily if a Shareholder ceases to be or is found not to be an Eligible Investor. 13. Distribution During the first three (3) years following the creation of the Sub-Fund A, the General Partner will not proceed to any distribution. After the third year, the General Partner may, at its discretion, proceed to distribution of dividends, representing a maximum of 5% of any increase of the NAV per Share, on an annual basis. 14. Transfer of Shares A Shareholder may request the transfer of part or all of his/her/its Shares to another person, firm or corporate body. The transfer may only be processed provided the General Partner is satisfied that the transferor and the transferee (who shall be an Eligible Investor) fulfil all the requirements applicable to subscription of Shares. No charges will generally be levied. Notwithstanding the above, the transfer of Shares is subject to the prior approval of the General Partner, which may, at its sole discretion, refuse such transfer where new Investor is unknown to the Fund or to the General Partner. Such consent may however not be unreasonably withheld where the Shares are transferred to existing Investors. Any transfer or assignment of Shares is subject to the purchaser or assignee thereof fully and completely assuming in writing prior to the transfer or assignment, all outstanding obligations of the seller under the Subscription Agreement entered into by the seller or otherwise. The cost of the transfer, pledge and assignment are to be met by the assignor. Except in case the Luxembourg law may provide otherwise, this section does not apply to Permitted Transferees. No transfer will be permitted if such transfer violates the Fund’s anti-money laundering procedures or any applicable anti-money laundering laws and regulations. 15. Conversion of Shares Any Investor is entitled to request the conversion of whole or part of his/her/its Shares of one Class into Shares of another Class, if any, within this Sub-Fund A or from this Sub-Fund A to another Sub-Fund, provided that the conditions for accessing to shares in the relevant class are fulfilled, on the basis of their respective net asset values calculated for the relevant Valuation Day, subject to the prior approval of the General Partner. However, if and when the limit applicable to the reception of orders differs between the two relevant classes, conversion orders shall be computed by reference to the respective net asset values per

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share concerned, calculated for the same Valuation Day. If there is no common Valuation Day for any two classes, the conversion will be made on the basis of the net asset value calculated for the next following Valuation Day of each of the two classes concerned. Conversion application forms must be received by the Registrar and Transfer Agent together with the necessary identification documents by fax at the latest at 3 p.m. (Luxembourg time) 30 Business Day before the relevant Valuation Day. If as a result of any request for conversion the number or the aggregate net asset value of the Shares held by any shareholder in any class of Shares would fall below the minimum investment set out herein, the General Partner may refuse on a discretionary basis to convert the Shares from one class to another class, if any. In addition, the General Partner may decide that part or all of the conversion requests in relation to Shares will be deferred for a period and in a manner that the General Partner considers to be in the best interest of the Sub-Fund A. Following that period, with respect to the next relevant Valuation Day, these conversions requests will be met on a pro rata basis. The Shares which have been converted into Shares of another class, if any, and/or of another Sub-Fund shall be cancelled on the relevant Subscription Day. The conversion of Shares of Sub-Fund A shall be suspended when the calculation of the Net Asset Value thereof is suspended. 16. Investment Committee The General Partner has constituted an Investment Committee which shall have a consultation power, for the purpose of, without limitation: (i)

Make recommendations and provide assistance to the General Partner on various matters regarding the Sub-Fund, including, but not limited to, investment and disinvestment decisions;

(ii)

Evaluating any investment or divestment proposal for the Sub-Fund;

(iii)

Monitoring investments of the Sub-Fund;

(iv)

Overseeing all investment policies, strategies and decisions of the Sub-Fund;

(v)

Provide assistance to the General Partner on various matters regarding the Sub-Fund including, but not limited to, such as matters of conflicts of interests, the sanctions against a Prohibited Person and on any matters where the members could potentially add value to the investments done by the Sub-Fund.

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The Investment Committee will be composed as follows:

•

Arcady Lapiro - previously Founding Partner of Vitruvian Consulting LLC, USA, an independent Strategy consulting firm in the Banking and Financial fields for European Clients. Arcady lives in New York since 2008 while maintaining a strong attachment with its customers in Europe. Arcady also acts as Senior Advisor of a major European player in the insurance Business Process Outsourcing and a European Private Equity Fund investing in the financial sectors (Brokerage, Wealth Management, Electronic MoneyL). Previously, Arcady was Head of Compliance, Legal & Risk of the successful Group ProCapital – Fortuneo France & Belgium and an Expert for the Regulators as a Guest Speaker on Compliance & Risk topics.

•

Franck Willaime - graduated from the Institut Supérieur du Commerce de Paris business school in 1997. He holds an MBA from the University of Georgia, USA and is a former French army paratrooper, with Secret Defense clearance. Mr. Franck Willaime combines both banking & technology expertise, as he started his career as a stock broker, worked on the corporate bond arbitrage desk at Viel & Cie, and on the floor of the Paris futures & options exchange for Credit Agricole. On the technology side, Mr. Franck Willaime has held senior sales roles, selling front to back-office applications, at technology providers including Reuters and Linedata Services Asset Management. Mr. Franck Willaime was a Managing Director at Cadis Software, the most successful Enterprise Data Management platform provider to the financial institutions. He is currently a director/manager in several Luxembourg Specialized Investment Funds, including a systematic managed futures fund, listed on the Luxembourg Exchange.

•

Garret R. Bowden - over 35 years experience as a New York licensed real estate broker. Responsible for identifying and sourcing real estate investment opportunities in real estate capital markets for debt and equity as well as producing other related revenue. Has leased more than 2 million square feet, managed more than 700,000 square feet of prime midtown Manhattan commercial property and negotiated several million square feet in real estate transactions. He originated and participated in the sale of 595 Madison Avenue (The Fuller Building). Active member of the Real Estate Board of New York, Inc. He recently joined the office of Chesterfield Faring Ltd. where he is a Managing Director who is responsible for identifying and sourcing real estate investment opportunities, including origination and execution in the real estate capital markets for debt and equity as well as producing other related revenue.

•

Akram Busaidy - was the Managing Director and acting Global Head of Real Estate for UBS AG's Global Wealth Management business. He joined UBS in 2004 as Global Head of Portfolio Management. In this role, he was responsible for managing approximately $18 billion of real estate investments for discretionary and non-discretionary high net worth accounts of the bank.

•

Stijn Van Nieuwerburgh - Director of the Center for Real Estate Finance Research of NYU, Professor of Finance, Yamaichi Faculty Fellow, Faculty Research Associate CEPR and NBER. Focuses on the role of housing in the macro-economy and its relationship to other asset markets, mortgage choice, regional housing prices in spatial models, housing finance reform, the role of foreign capital inflows for US house prices and consumer welfare, and the role of housing in retirement.

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In addition, any Investor holding more than 15% of shares in the Sub-Fund A may request in writing, by sending a registered mail with acknowledgement of receipt to become a member of the Investment Committee. Such appointment shall be effective after 30 calendar days following the request, provided that such Investor still holds 15% of Shares when the Investment Committee is consulted or is convene at a meeting. Decisions of the Investment Committee shall require a quorum of fifty per cent (50%) of its members and any recommendations on these matters will be validly taken with a majority of fifty per cent (50%) of the present or represented representatives of the Investment Committee. If the quorum is not achieved in a meeting of the Investment Committee, a subsequent meeting shall be called within a reasonable period of time which is not subject to any quorum requirement. Members of the Investment Committee may appoint proxies to attend meetings of the Investment Committee. Each member of the Investment Committee shall have one vote. As members of the General Partner and also members of the Investment Committee, Mr. Arcady Lapiro and Mr. Franck Willaime will have no right to vote on investment decisions made by the Investment Committee. Investment Committee members may conduct meetings by means of conference telephone or video conferencing provided that (i) all persons participating in the meeting can hear and be heard, (ii) the members attending the meeting can be identified, (iii) the transmission of the meeting is performed on an on-going basis and (iv) the members can properly deliberate. Participating in a meeting by such means shall constitute presence in person at such meeting. The members of the Investment Committee will appoint a chairman if the Investment Committee has more than two members. The Investment Committee shall meet upon a call from the General Partner, the chairman of the Investment Committee or by two members of the Investment Committee. Written notice of any meeting of the Investment Committee shall be given to all its members at least twentyfour (24) hours in advance of the date set for such meeting, except in circumstances of emergency, in which case the nature of such circumstances shall be set forth briefly in the agenda of the relevant meeting. No such written notice is required if all the members of the Investment Committee are present or represented during the meeting and if they state to have been duly informed, and to have had full knowledge of the agenda, of the meeting. The written notice may be waived by the consent of the relevant member. In case the Investment Committee must meet in person, reasonable out-of-pocket expenses of members of the Investment Committee attending the meetings shall be paid by the Fund. The members of the Investment Committee observe confidentiality concerning information it possesses relating directly or indirectly to the Fund and the General Partner or its affairs, unless legal requirements

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oblige the members of the Investment Committee to divulge such information and/or unless the proper performance of the duties of the members of the Investment Committee requires so. The reasonable travel and other out-of-pocket expenses incurred by the members of the Advisory Committee in connection with such meeting shall be borne by the Sub-Fund. Although the Investment Committee will have no control over the management of the Fund or its activities, the General Partner anticipates that it will serve as a useful body for investor oversight, input and feedback. 17. Property Appraiser The Property Appraiser of Sub Fund A will be chosen, depending on the assets (location, type, etc.) to be valued, between: -

Cushman & Wakefield, ;

-

CBRE; and

-

Miller Samuel Real Inc.

As applicable and where required, other property appraisers may be appointed. Such property appraiser shall meet the following conditions: -

Expert listed by the Appraisal Institute [http://www.appraisalinstitute.org/findappraiser/default.aspx];

-

Having more than 10 years of experience; and

-

Having appraised assets representing more than 1 billion USD

The Property Appraiser will be required by the General Partner to value assets on a yearly basis. Ownership confirmation shall be provided annually. In addition, whenever required or when in the best interest of the Fund, the Property Appraiser may be requested by the General Partner to value or confirm valuation of all or part of the portfolio of the Sub-Fund A. The Property Appraiser is not affiliated with the General Partner. 18. Property Manager Infinity Urban Century LLC, with registered office in the State of Delaware at 160 Greentree Drive, Suite 101, in the City of Dover, 19904, County of Kent, United States, has been appointed as Property Manager, for an unlimited period.

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19. Investment Advisor Zelman & Associates, with registered office at 3333, Richmond Road, Suite 340, Beachwood, OH 44122, Cleveland, United States, has been appointed as Investment Advisor of the Sub-Fund A, to provide research services (including buy/sell/hold recommendations, industry analysis, etc.). Pursuant to the Investment Advisory Agreement, the Investment Advisor shall only perform its services and receive payment as from the date determined by the General Partner, who shall activate the terms of the Investment Advisory Agreement when it is in the best interest of the Fund (e.g. size of investments, particularities of acquired assets, etc.). Once activated, the Investment Advisory Agreement will continue for 365 calendar days and will be automatically renewed in annual increments unless terminated in accordance with its terms. 20. Fees and other expenses a.

Management Fee

The Sub-Fund A shall pay to the General Partner, as compensation for the investment management services rendered by the General Partner and in priority to the distribution to be made to the Shareholders an annual fee (the “Management Fee”). For the Class A Shares, the Management Fee will be payable twice a year in arrears and shall be an amount equal to 2.00% per annum of the Net Asset Value. For the Class B Shares, the Management Fee will be payable twice a year in arrears and shall be an amount equal to 1.00% per annum of the Net Asset Value. For the Class C Shares, the Management Fee will be payable twice a year in arrears and shall be an amount equal to 1.00% per annum of the Net Asset Value. b.

Performance Fee

The General Partner shall be entitled to a Performance Fee equal to 20% of any excess increase in the Net Asset Value applicable to each Class of Share in issue in respect of each annual Performance Period, which will have exceeded the Hurdle Rate. Each time a Performance Fee is earned and paid, the Net Asset Value per Share of the Sub-Fund A at the time of payment is set as a High Water Mark net asset value (the “High Water Mark”). Therefore, the Performance Fee paid to the General Partner is charged only to those Shares which have appreciated in value since their acquisition and any Performance Fees are to be retained despite net trading losses which might occur in subsequent periods but no performance fees will be payable during the period until the relevant Class recoups the trading losses and achieves additional trading gains.

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The High Water Mark is the greater of (i) USD 1,000 (being the price at which Class A Shares, Class B Shares and Class C Shares were issued at the close of the Initial Offering Period) and (ii) the highest Net Asset Value per Share in effect immediately after the end of the previous Performance Period in respect of which a Performance Fee (other than a Performance Fee Redemption, as defined below) was charged. No Performance Fee will be paid in respect of the Management Share. c.

Subscription Fee

At the discretion of the General Partner, and as specified in the relevant Subscription Agreement, a Subscription Fee of up to five percent (5%) may be paid in relation to subscriptions of Class A Shares, Class B Shares and Class C Shares. d.

Acquisition Fee

In relation to Class A Shares and Class C Shares, the Sub-Fund A is entitled to receive an Acquisition Fee, which will be calculated at investments and paid [annually/quarterly/monthly in arrears], as follows: -

For any acquisition valued less than 10 million USD - 2% of the acquisition price;

-

For any acquisition valued between 10 and 20 million USD - 1,5% of the acquisition price;

-

For any acquisition valued above 20 million USD - 1% of the acquisition price.

No Acquisition Fee will be paid for Class B Shares other than the relevant charges and expenses (e.g. legal, registration or tax duties). e.

Redemption Fee

A Redemption Fee is payable in relation to any redemption of Class A Shares as follows: -

5% of the NAV per Share during the first year following the Subscription of the Shares;

-

3.5% of the NAV per Share after the first year, but within two years following the Subscription of the Shares;

-

2% of the NAV per Share after the second year, but within three years following the Subscription of

-

No Redemption Fee will apply after the third year.

the Shares;

A Redemption Fee is payable in relation to any redemption of Class B Shares as follows: -

5% of the NAV per Share during the first year following the Subscription of the Shares;

-

4% of the NAV per Share after the first year, but within two years following the Subscription of the Shares;

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-

3% of the NAV per Share after the second year, but within three years following the Subscription of the Shares;

-

No Redemption Fee will apply after the third year.

A Redemption Fee is payable in relation to any redemption of Class C Shares as follows: -

Up to 5% of the NAV per Share during the first year following the Subscription of the Shares;

-

Up to 3.5% of the NAV per Share after the first year, but within two years following the Subscription of the Shares;

-

Up to 2% of the NAV per Share after the second year, but within three years following the Subscription of the Shares;

-

No Redemption Fee will apply after the third year.

In the case where a redemption would be made with 6 or 12 months following to the day when the relevant Shares were subscribed, the redeeming shareholders have to take into account that the shares shall be redeemed according to the NAV calculation indicated under Section 12. "Redemption" in addition to the Redemption Fee. f.

Disposition Fee

A disposition fee will be paid by the Fund to the intermediary appointed by the General Partner (i.e. real estate agent or broker) for real estate dispositions made on behalf of the Fund (the "Disposition Fee").

In relation to Class A Shares, Class B Shares and Class C Shares, the Sub-Fund A is entitled to receive a Disposition Fee will be paid at disposition of assets as follow: -

For any asset valued, at the time of acquisition, less than 10 million USD - 2% of the disposition price

-

For any asset valued, at the time of acquisition, between 10 and 20 million USD - 1,5% of the

-

For any asset valued, at the time of acquisition, above 20 million USD - 1% of the disposition price.

disposition price

g.

Investment Advisor Fee

In accordance with the Investment Advisory Agreement and subject to clause 19 above, the Investment Advisor is entitled to receive, out of the assets of the Sub-Fund A, an annual fee equal to USD 100,000 for the first year of appointment and USD 150,000 as from the second year.

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h.

Property Appraiser Fee

The fees of the Property Appraiser are currently estimated between USD 5,000 and USD 10,000 per appraisal, depending on the location and complexity of assets. i.

Property Manager Fee

In accordance with the Property Management Agreement, the Property Manager will be paid, out of the assets of the Sub-Fund A, a Property Manager Fee as follows: -

For the management of more than 150 units - 3% of the gross rents and other income actually collected and received by the Property monthly;

-

For the management of more than 75 units by less than 150 units - 4% of the gross rents and other income actually collected and received by the Property monthly;

-

For the management of less than 74 units – 4.5% of the gross rents and other income actually collected and received by the Property monthly.

j.

Fees of the Investment Committee

Members of the Investment Committee are entitled to receive an annual fee, to be paid out of the assets of the Sub-Fund A, in an aggregate amount of approximately USD 15,000. As members of the General Partner and also members of the Investment Committee, Mr. Arcady Lapiro and Mr. Franck Willaime will not receive remuneration from the Fund for their involvement in the Investment Committee's activities. Such amount shall be adapted (depending notably on the workload of the members of the Investment Committee) and confirmed annually and will be allocated by the General Partner to the members of the Investment Committee in accordance with their terms of engagement. k.

Other Fees

The Sub-Fund A will be responsible for all fees, costs and expenses incurred by the Sub-Fund A, inter alia, the fees of the General Partner, the Administrative Agent, the Domiciliary Agent, the Registrar and Transfer Agent, the Depositary and related trading expenses, the Auditor, the counsels or the stock exchange fees and proportionally for the fees related to the Fund structure. 21. Tax considerations Please refer to section “Taxation” of the Investment Memorandum.

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22. Risk factors Investors are advised to carefully consider the risks of the Sub-Fund A and should refer in relation thereto to the section “Risk Considerations” in the Investment Memorandum. Moreover, the Sub-Fund A’s success depends solely on the General Partner’s ability to identify eligible assets who will positively contribute to the Sub-Fund A’s capital appreciation. There can be no assurance that the investing and/or trading methods employed by the General Partner will produce profits. Moreover, the General Partner is dependent on the services of a limited number of key persons, and if the services of such persons were to become unavailable, this might have a serious impact on the Sub-Fund’s performance and continuity.

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