The fund is an alternative investment fund as provided in the Act on Alternative Investment Fund Managers (Laki vaihtoehtorahastojen hoitajista).

Transcription

1 Trevian High-Yield Property (non-ucits) RULES OF THE SPECIAL INVESTMENT FUND 1 Fund and the aim of the Fund s investment operations The name of the fund in Finnish is Erikoissijoitusrahasto Trevian High Yield Property ( Fund ). The name of the fund in Swedish is Specialplaceringsfond Trevian High Yield Property. The name of the fund in English is Trevian High Yield Property (AIF). The Fund is a special mutual fund, investing primarily in real estate and real estate securities, that complies with the Act on Common Funds (Sijoitusrahastolaki), which may deviate from some of the rules and restrictions of the Act of Common Funds, such as restrictions on the Fund s investment objects, spread of assets, value dates, frequency of subscriptions and redemptions, and borrowing. When applicable, the Fund shall comply with the provisions of the Act on Real-Estate Funds (Kiinteistörahastolaki) concerning investing and valuation of the Fund s assets as well as the Fund s borrowing. The fund is an alternative investment fund as provided in the Act on Alternative Investment Fund Managers (Laki vaihtoehtorahastojen hoitajista). The aim of the Fund s investment operations is to provide the unitholders of the Fund with the best possible longterm total return by investing the Fund s assets in accordance with the applicable laws and these rules. 2 Management Company and Custodian The Fund is managed by Trevian Rahastot AIFM Oy ( Management Company ). The Management Company shall represent the Fund in its own name, act on its behalf in relation to the Fund, and use the rights pertaining to the assets of the Fund on half and for the account of the Fund. The custodian of the Fund is OP Yrityspankki Oyj ( Custodian ). For the purpose of managing its responsibilities the Custodian may use entities specialised in custody services supervised by the Financial Supervisory Authority (Finanssivalvonta) or similar foreign authority. 3 Use of agents The Management Company may use external services for the purposes of managing the Fund. The extent to which the Management Company shall use an external agent is stated in the valid official Fund prospectus. 4 GAV of the Fund and NAV of the Fund The GAV (Gross Asset Value) of the Fund refers to the Fund s total assets. The Fund s total assets refer to the total assets on the Fund s balance sheet, consisting of 1) investments acquired with the equity invested by the Fund s unitholders and other assets of the Fund, 2) unrealised value development of the Fund, 3) accrued receivables of the Fund, and 4) investments acquired by the Fund with borrowed funds. The NAV (Net Asset Value) of the Fund refers to the Fund s net assets. The Fund s net assets are calculated by deducting the Fund s liabilities from the Fund s total assets. 1

2 5 Investments of the Fund The Fund invests its assets primarily in real estate securities 1 and direct real estate holdings in Finland, as well as in shares or units of Finnish UCITS (an undertaking for collective investment in transferable securities). The Fund seeks to achieve return from its real estate rental income and property value change. The Fund may also invest assets in fixed income securities for cash management and as temporary investment. The Fund may make fixed income investments either as direct investments or through mutual funds or specialised investment funds or by making deposits in credit institutions. In addition, the Fund may also invest its assets in other investment objects as specified hereinafter in 6 (Investment objects and investment restrictions). 6 Investment objects and investment restrictions Investment objects The assets of the Fund may be invested in: 1) Real estate properties located in Finland. 2) Real estate securities and other securities related to real estate property investments in Finland. 3) Securities issued by companies that are principally engaged in real estate investment activities and/or mainly manage investment funds, collective investment undertakings, or alternative investment funds engaged in real estate investment activities, provided that the securities are traded on a regulated market within the EEA (European Economic Area) or a multilateral trading facility or their issuance terms contain a commitment to subject the securities to trading within one year of their issuance in the exchange system referred to in this sub-clause and trading can in all probability begin at the latest after the expiry of the said period. 4) Deposits in credit institutions provided that the deposit is repayable on demand, or is payable and is due to be paid within 12 months at the latest, provided that the credit institution is domiciled in an EEA member state. 5) Bonds issued or guaranteed by European states, public corporations or other organisations, other interest-bearing securities and money market instruments that are traded on a regulated market within the EEA or a multilateral trading facility. 6) Shares or units in companies engaged in mutual real estate investment activities registered in Finland. 7) Units in investment funds and collective investment undertakings under the UCITS directive which may be units of investment funds traded on stock exchanges (ETF). 8) Units in alternative investment funds (including special mutual funds as provided in the Act on Common Funds) domiciled in other EEA state or third country, which may be units of investment funds traded on stock exchanges (ETF). Investment of the Fund s assets is subject to the condition that such an alternative investment fund or its manager under the legislation of its home state is subject to supervision which is in conformity with the European Union legislation, and the cooperation between the supervising authority and the Financial Supervisory Authority has been sufficiently ensured. 9) Construction and real estate development activities. 1 Real estate securities in these rules refer to the definition in the Act on Real-Estate Funds (Kiinteistörahastolaki) where term real estate securities refer to shares in Finnish mutual real estate companies. 2

3 Investment restrictions a) A minimum of 50 % of the Fund s total assets (GAV) may be invested in real estate and real estate securities as referred to in sub-clauses 1) and 2) above. This restriction may be temporarily waived in connection with the establishment of the Fund, in connection with the subscriptions or redemptions of the Fund's fund units, for the purposes of sale or purchase of investment objects referred to in sub-clause 1) above and whenever the Fund s assets cannot be invested in such investment objects in an appropriate and productive manner, taking into account the Fund s investment strategy. A maximum of 50 % of the Fund s total assets (GAV) may be invested in the same real estate property as referred to in sub-clause 1) above or in the securities related to the same real estate property as referred to in sub-clause 2) above. This limitation may be temporarily waived in connection with the establishment of the Fund, in connection with the subscriptions or redemptions of the Fund's fund units, for the purposes of sale or purchase of investment objects referred to in sub-clause 1) above and whenever the investment object violating the restriction cannot (fully or partially) be sold in an appropriate and economically viable manner, taking into account the interests of the Fund's unitholders. b) A maximum of 20 % of the Fund s net assets (NAV) may be invested in the securities and money market instruments of any single issuer as referred to in sub-clauses 3) and 5) above. Such investments exceeding 10 % of the Fund's net assets (NAV) may amount to a maximum of 40 % of the Fund's Net Assets (NAV). A maximum of 50 % of the Fund s net assets (NAV) may be invested in the securities and money market instruments of the same single issuer as referred to in sub-clauses 3) and 5) above and the deposits received by the entity referred to in sub-clause 3) above. c) Investments in the securities and money market instruments of the same single issuer as referred to in sub-clauses 3) and 5) above, deposits received by the same entity as referred to in sub-clause 4) above and the counterparty risk arising from the non-standardised derivative contracts above may amount to a maximum of 50 % of the Fund's Net Assets (NAV) altogether. d) A maximum of 50 % of the Fund's net assets (NAV) may be invested in the deposits within a single credit institution as referred to in sub-clause 4) above. e) A maximum of 50 % of the Fund s net assets (NAV) may be invested in the units of a single investment fund or collective investment undertaking as referred to in sub-clause 7) above. A maximum of 50 % of the Fund s net assets (NAV) may be invested in the units of a single alternative investment fund as referred to in sub-clause 8) above. The assets of the Fund may not be invested in the units of such investment fund or collective investment undertaking as referred to in sub-clause 7) above which, according to its rules, may invest more than 20 % of its assets in the units of other investment funds, collective investment undertakings or alternative investment funds. The assets of the Fund may be invested only in the units of such investment fund or collective investment undertaking, as referred to in subclause 7) above, the value of which is fixed in the form of fixed fees of a maximum of 5% per annum. The assets of the Fund may not be invested in the units of an alternative investment fund as referred to in sub-clause 8) above which, according to its rules, may invest more than 20 % of its assets in the units of other investment funds, collective investment undertakings or alternative investment funds. The assets of the Fund may be invested only in the units of such alternative investment fund, as referred to in sub-clause 8) above, the value of which is fixed in the form of fixed fees of a maximum of 5% per annum. The Fund may own a maximum of 100 % of the units of the same investment fund or collective investment undertaking as referred to in sub-clause 7) above. The Fund may own a maximum of 100 % of the units of the same alternative investment fund as referred to in subclause 8) above. 3

4 In case the Fund s assets are invested in the units of such investment funds, collective investment undertakings or alternative investment funds, as referred to in sub-clause 7) and 8) above, managed directly or on behalf by the Management Company or other company to which the Management Company is linked through joint management or control or significant direct or indirect holding, the Management Company or other company may not charge a subscription or redemption fee on the Fund s investments in the units of these investment funds, collective investment undertakings or alternative investment funds. f) A maximum of 20 % of the Fund s net assets (NAV) may be invested in construction and real estate development activities as referred to in sub-clause 9). Other provisions The Fund must have liquid assets required by its operations. The Management Company may, in the name of the Fund, raise a loan the amount of which may not exceed a half (1/2) of the Fund s total assets (GAV). The Management Company may also for an special reason, in the name of the Fund, raise a loan the amount of which may not exceed one third (1/3) of the Fund s total assets (GAV). Special reasons to consider are temporary financing needs that may relate, among other things, to the acquisition of real estate properties or real estate securities, financing arrangements related to real estate properties or real estate securities owned by the Fund or securing the liquidity of the Fund in connection with the redemption of Fund units. For the sake of clarity, it is stated that the aggregate loan raised by the Management Company, in the name of the Fund, may not exceed a maximum of five sixths (5/6) of the Fund s total assets (GAV). When monitoring compliance with the lending restrictions for the Fund, the Fund s investments in securities which have not been paid in full as well as the debts for the real estate securities owned by the Fund which are not paid in full are included in the maximum amount of credit. For a specific reason, the Fund may grant loan to a real estate company (housing cooperative or other real estate company) which the Fund fully owns. Financing arrangements for the real estate company may be considered as special reasons. The Fund may lend to the real estate company a maximum amount equivalent to its (real estate company) fair value. The Fund may not grant loan to a third party. Real estate company shares or units or real estate mortgages owned by the Fund may be used as collateral for loan granted by an external lender, regardless of whether or not the external loan has been granted to the Fund or a real estate company owned by the Fund. The Fund s assets may be pledged as collateral for loans raised by the Fund. For this purpose, the Fund s assets may, if necessary, be pledged in full amount. 7 Fund unit register and fund units The Management Company holds a fund unit register and registers all changes in fund units. Fund units are divided in fractions so that one (1) fund unit comprises hundred thousand ( ) fractions of equal size. The Fund has only return units. One fund unit entitles its holder to a proportion of the Fund s assets in relation to the total amount of fund units. The Management Company issues a unit certificate at the unitholder s request. The unit certificate can comprise several units or their fractions, and it can only be issued to a person, entity or foundation registered in the unit register. The Management Company is entitled to charge from the unitholder the fee specified in the valid official prospectus for the issuance and delivery of the unit certificate. 8 Subscription of fund units Fund units are subscribed for by issuing a subscription assignment to the Management Company by using the Fund s subscription form or as otherwise indicated by the Board of Directors of the Management Company. The valid subscription places and more detailed subscription procedure are specified in the Fund s valid official prospectus. The subscription assignment is binding on the unitholder. 4

5 Fund units can be subscribed for at least four times a year. The regular subscription dates are the last days of March, June, September and December of each calendar year. The subscription assignment must be submitted either to the Management Company or to the subscription place specified by the Management Company on the subscription date no later than 18:00 (Finnish time), or on the banking day preceding the subscription date if the subscription date is not a banking day. If the subscription assignment is received after 18:00 (Finnish time) subscription will be made on the following subscription date. Notwithstanding the aforementioned the Board of Directors of Management Company may decide that fund units may also be subscribed for at a time other than mentioned above. Notwithstanding the aforementioned the subscription of a fund unit can be paid with property given as subscription in kind approved separately in each case by the Board of Directors of the Management Company. For the approval of its Board of Directors the Management Company reserves the right to inspect and evaluate the technical, economic and legal characteristics of the property given as subscription in kind as it deems appropriate to ensure that the property given as subscription in kind is sufficiently compatible with the Fund s investment strategy. The property given as subscription in kind transferred to the Fund is valued in accordance with the principles concerning the Fund s valuation. Subscription paid with property given as subscription in kind is considered paid when the property given as subscription in kind has been transferred to the Fund s ownership. The Management Company is entitled to reject a subscription assignment or postpone its execution if the subscriber cannot be identified in a reliable manner and the requirements of the valid law on identification are not met or the Management Company has not received adequate information to execute the subscription. Execution of subscription assignments can be temporarily suspended or the amount of an individual subscription can be temporarily restricted if the equal treatment of the unitholders or other weighty interest so requires for example in a situation in which the value of the fund units cannot be reliably calculated or no investment objects in accordance with the Fund s investment policy are available on the market. The Management Company reserves the right to decide on the minimum subscription amount. The number of significant fund units is calculated by dividing the subscription amount deducted with the potential subscription fee by the fund unit value of the subscription date. In case the subscription amount deducted with the potential subscription fee (or the value of the property given as subscription in kind transferred as compensation) is not evenly divisible by the value of the fund unit and its fraction the number of units is rounded down to the nearest fraction and the difference is added to the Fund s equity. 9 Redemption and transfer of fund units Fund units are redeemed by issuing a redemption assignment to the Management Company by using the Fund s redemption form or as otherwise indicated by the Board of Directors of the Management Company and by handing the potential unit certificate over to the Management Company. The valid redemption places and more detailed redemption procedure are specified in the Fund s valid official prospectus. Each calendar year has two redemption dates. The redemption days are the last days of March and September of each calendar year. The redemption assignment must be submitted either to the Management Company or to the redemption place no later than one month before the redemption date. If the redemption assignment is submitted and/or the potential unit certificate is handed over after the abovementioned deadline, the redemption will be redeemed on the redemption date following the redemption date in question. Notwithstanding the aforementioned, if the redemption assignment by the same fund unitholder on the same redemption date exceeds the amount of five hundred thousand ( ) euros, based on the Fund s latest published value, shall the unitholder submit a written redemption assignment and hand the potential unit certificate over to the Management Company or its agent at the latest on the Redemption Day before the desired redemption date, at 18:00 (Finnish time). The redemption 5

6 assignments are executed in the order of arrival and the redemption assignment may be cancelled only with the permission of the Management Company. However, the Management Company may decide that all redemptions submitted by the same redemption date are executed simultaneously and are paid, if necessary, in instalments in proportion to the redemption amounts. If the Fund has sufficiently cash for executing the redemption on the redemption date, the fund units shall be redeemed to the value of the redemption date and the redemption amount (deducted with the potential redemption fee) shall be paid to the bank account indicated by the fund unitholder without delay as soon as the value of the fund unit for that redemption date has been disclosed. If the assets for executing the redemption must be acquired by realising the Fund s assets, the fund units are redeemed to the value of the nearest Value Date following the asset realisation moment. The redemption amount deducted with the potential redemption fee shall then be paid to the bank account indicated by the fund unitholder without delay as soon as the value of the fund unit on the nearest Value Date following the asset realisation moment has been disclosed as referred to above. Notwithstanding the aforementioned, the Management Company and the fund unitholder may agree on other payment of the redemption. The Management Company and the fund unitholder may agree that the fund units may alternatively be redeemed by giving the fund unitholder the equivalent of the redemption price in the Fund s investment objects. In making such agreement the Management Company must ensure that the other fund unitholders do not suffer from the action ( redemption in kind ). In addition to what the Act on Common Funds regulates on the Management Company s obligations to suspend the redemptions of fund units, the redemptions may be temporarily suspended if the equal treatment of the unitholders or other weighty interest so requires for example in an exceptional situation in which the value of the fund units cannot be reliably calculated or the Management Company would need to disclose the Fund s assets at a significantly lower price to their market value. A fund unitholder may transfer the fund unit further. The new fund unitholder shall provide the Management Company with a statement of their receipts as well as other declarations required by the Management Company, after which the ownership is registered in the fund unit register (as referred to in the clause 7). 10 Pricing method used by the Fund affecting the fund unit s value To promote long-term investments by unitholders, the Fund uses a pricing method that compensates the trading costs of the Fund and promotes the equal treatment of fund unitholders. In the pricing method an amount is added to the value of the fund unit corresponding to the cost of the acquisition of the real estate property deferred and depreciated evenly over five years or earlier if the real estate is to be disposed of before five years have elapsed since it was acquired. Due to the method, the value of the fund unit is greater than the value of the unit without the method thus reducing the number of fund units received by the unitholder in the subscription and increasing the redemption amount. The effect of the method on the fund unit value may not exceed 8.0 %. More detailed information on the pricing method is available in the valid official prospectus. 11 Fees for assignments concerning fund units The Management Company shall charge a subscription fee of maximum 5 % of the subscription amount on the subscription of a fund unit. The Management Company reserves the right to not to charge subscription fee in whole or in part for each individual subscription separately. The Management Company reserves the right to not to collect subscription fee in whole or in part. The Management Company may charge a redemption fee of maximum 5 % of the value of the fund unit on the redemption of a fund unit. The redemption fee may be determined on the basis of the length of the fund unit holding. The Management Company reserves the right to not to charge redemption fee in whole or in part for each individual redemption separately. The subscription or redemption fee or a part of it may be credited to the Fund. The Board of Directors of the 6

7 Management Company confirms the applicable subscription and redemption fee and the information on the subscription and redemption fee shall be announced in the valid official Fund prospectus and in the Key Investor Information Document. 12 Value of the Fund and the fund units Value Date In these rules, the Value Date refers to the date on which the value of the Fund and the fund unit is calculated. The value of the Fund and the fund unit is calculated quarterly for the last days of March, June, September and December of each calendar year, as well as for the days during which the Fund's units may be subscribed in accordance with these rules by a decision of the Board of Directors of the Management Company in addition to the aforementioned days (exceptional subscription dates). Value of the Fund The value of the Fund is based on the Fund s net assets (NAV) which is calculated by subtracting the Fund's liabilities from its total assets (GAV). The value of the Fund shall be published within ten banking days from the Value Date. The value of the Fund shall be announced in euros. Valuation of the Fund s assets The market value of real estate properties and other real estate securities than the ones traded on a regulated market or multilateral trading facility shall be estimated (at least) quarterly by a real estate valuator approved by the Central Chamber of Commerce (Keskuskauppakamari) in accordance with a good valuation approach. Real estate properties and securities shall be estimated by a real estate valuator approved by the Central Chamber of Commerce also when purchasing and selling them or when a subscription is paid with such or property given as subscription in kind when transferring the Fund's investment items as consideration for redemption. In the valuation of the fund, the valuation of such assets is based on the latest assessment as referred to above. Notwithstanding with the aforementioned, the aforementioned real estate properties and real estate securities may be for a special reason valuated with a value other than in the valuation carried out in the manner described above, however, in such way that the valuation must not be lower than the acquisition value and the valuation carried out in the aforementioned manner, or higher than the acquisition value and the valuation carried out in the aforementioned manner. As a special reason can be considered, for example, valuation of real estate properties and real estate securities immediately after their acquisition within the following 12 calendar months. If real estate properties or real estate securities are valued to a fair value defined by other the valuator the Management Company, the Fund shall justify in its activity report or in the notes to the financial statements. For securities traded on a regulated market or multilateral trading facility (including units in investment funds, collective investment undertakings and alternative investment funds as well as standardised derivative contracts), valuation is based on the last known official closing price on the Value Date at the time of the market closure. If the abovementioned closing price is unavailable, the market value is the latest average of the purchase and sales quotation or, in the absence of a reliable average, the latest bid note. For such investment funds, collective investment undertakings and alternative investment funds that are not traded on a regulated market, valuation is based on the latest value calculated for the Value Date or the day preceding the Value Date which has been announced or of which reliable information has been received prior to publishing the value of the Fund. Money market instruments are valued at their market value based on the purchase quotation obtained from the market information system at 18:00 Finnish time (valuation moment): Deposits in credit institutions are valued at nominal value. The calculated return on deposits is accounted for in the Fund's valuation as determined by the Board of Directors of the Management Company. 7

8 The value of any currency denominated assets is converted into euros using the exchange rates established by the European Central Bank for the Value Date. If a reliable market value is not available for an investment, the asset is valued in accordance with the objective valuation principles established by the Board of Directors of the Management Company. Value of fund unit The value of the fund unit is calculated by dividing the value of the Fund by the number of issued units. The value of the fund unit is calculated and announced within ten banking days from the Value Date. Information on the value of the fund unit is available on the Management Company s website, from the Management Company and all subscription locations. 13 Compensations paid from the Fund s assets Management fee The Management Company shall charge a fixed management fee from the Fund s assets as compensation for managing the Fund. The total fixed management fee is of a maximum of 1.5% of the Fund's total assets (GAV) per annum. Detailed information on the fees referred to above is presented in the Key Investor Information Document and the Fund s valid official prospectus. The amount of the fixed management fee is calculated separately for each Value Date by dividing the product of the valid management fee (%) of the Fund s total assets (GAV) and the amount of fee days (time elapsed from the previous Value Date in days) by 365. The fixed management fee is charged from the Fund for each quarter so that the fee is fully charged by the time the valuation has been completed. Return based fee In addition, the Management Company may charge a maximum of 20 % of the proportion of the Fund's total calendar year gross return that exceeds 6.0 % annual comparative earnings (hurdle rate) as a return based fee. The Fund's gross return is calculated as a percentage change in the value of the fund unit plus the year's profit sharing. The amount of the fee is calculated by multiplying the fee percentage by the average Fund value of the year under review. Return based fee may be charged only for the proportion of the fund unit value increase which exceeds the previous value of the previous return based charge (The high-water-mark value). The shared profit prior to current calendar year after the high-water-mark value is deducted from the high-water-mark value. The return based fee is reviewed on Value Dates whereby a provision for the Fund is made, if necessary, on the fee. Detailed information and description on the return based fee is presented in the Fund s valid official prospectus. Other expenses The Fund shall be responsible for all expenses related to the operations and administration as well all expenses related to investment activities and investment objects, including: i. fees paid to the Custodian under the Act on Common Funds (Sijoitusrahastolaki, 48/1999) and Act on Alternative Investment Fund Managers (Laki vaihtoehtorahastojen hoitajista, 162/2014) for acting as custodian and holding the Fund s assets, ii. iii. taxes and government fees related to the Fund s operations, financial expenses related to the Fund's operations, 8

9 iv. the Fund's accounting and auditing expenses, v. collection costs related to the Fund s operations, vi. vii. viii. ix. damages, legal and similar costs related to the Fund s operations, other direct expenses related to the operations and administration of the Fund, expenses related to identification of potential investment objects, and related investigations, audits and estimates, including fees paid to external experts, transaction costs associated with the acquisition of investment objects (such as taxes, government fees, transaction fees levied by the Custodian, commissions related to the acquisition of investment objects and other fees to be paid to external service providers), including costs incurred for unrealised transactions, x. transaction costs associated with the realisation of investment objects (such as taxes, government fees, transaction fees levied by the Custodian, commissions related to the acquisition of investment objects and other fees to be paid to external service providers), including costs incurred for unrealised transactions, xi. xii. xiii. xiv. xv. xvi. xvii. fixed costs related to investment objects (such as continuous taxes and government fees and other continuous costs related to the investment objects), maintenance and repair expenses of the investment objects, other materials and services related directly to the maintenance of investment objects, expenses related to construction and real estate development activities, costs related to the leasing operations of real estate assets (such as marketing expenses and fees paid to external service providers), services related to the valuation of investment objects (such as fees paid to the real estate valuator approved by the Central Chamber of Commerce as referred to in the clause 11 of these rules), other essential expenses related to the Fund's investment operations and investment objects. The expenses are specified more in detail in the Fund s valid official prospectus. In case the subscription or redemption of a fund unit is paid in accordance with the clauses 8 and 9 of the Fund rules with property in kind, the Fund shall be responsible for the costs arising from inspection and evaluation of the related property on similar principles as for real estate trading. 14 Fund dividend distribution The Annual General Meeting of the Management Company determines the amount of fund dividend to be distributed to unitholders and on their payment. The Fund distributes fund dividend to Fund unitholders in proportion to their holdings equal to the amount of at least three quarters (3/4) of the Fund's profit for the financial year. Any unrealised change in value is not taken into account when calculating profit for the financial year. The distribution of the dividends is deducted from the fund's capital. The fund dividend shall be paid on the date determined by the Annual General Meeting of the Management Company to unitholders registered in the fund unitholder register no later than within three (3) months of the Annual General Meeting of the Management Company. Unless the unitholder specifically notifies the Management Company, the amount of payable dividend (minus any withholding tax and the subscription fee) shall be used for subscription of new fund units valuated according to the fund unit value of the nearest Value Date following the ex-dividend date. If the 9

10 unitholder so wishes, the dividend shall be paid to the bank account indicated by the unitholder. Any unwithdrawn dividend shall be re-entered in the Fund's assets when five years have elapsed from the moment the dividend could have been withdrawn. 15 Accounting period The accounting period of the Fund and Management Company is one calendar year. The Management Company s Board of Directors may decide that the Fund s first accounting period is shorter than a calendar year. 16 General meeting of unitholders The ordinary general meeting of the fund unitholders shall be held within four (4) months of the end of the accounting period of the Fund. The Management Company's Board of Directors convenes the meeting no later than two (2) weeks and no earlier than four (4) weeks before the meeting date. The notice of the meeting shall be published in a national newspaper. At the ordinary general unitholders meeting a) a chairman of the meeting shall be elected, and the chairman shall convene the meeting secretary, b) a register of votes shall be drawn up and approved, c) two scrutineers of the minutes and two vote counters shall be elected, d) the legality and quorum of the meeting shall be stated, e) the financial statements and the annual report of the Management Company and the Fund reviewed at the Annual General Meeting of the Management Company shall be presented, f) a statement by the Management Company on the property management of the real estate properties and other matters related to the management of the assets of the Fund shall be presented; g) a representative (representatives) of the unitholders shall be elected to the Board of Directors of the Management Company in accordance with the provisions of the Articles of Association of the Management Company, h) an ordinary auditor and a deputy auditor shall be elected in accordance with the provisions of the Articles of Association of the Management Company and i) all other matters mentioned in the notice of the meeting shall be handled. According to the Articles of Association of the Management Company, the unitholders of the investment funds managed by the Management Company shall elect one third (1/3) of the members of the Board of Directors at the ordinary general meeting of unitholders of the investment fund. If the number of members of the Board of Directors is not divisible by three, the unitholders shall elect a number greater than one-third of members of the Board of Directors. The election shall take place at the ordinary general meeting of the largest investment fund by net worth according to annual or interim report following the Annual General Meeting. Other members of the Board of Directors are elected at the Annual General Meeting of the Management Company. According to the Articles of Association of the Management Company, the unitholders of the investment funds managed by the Management Company shall elect an ordinary auditor and a deputy auditor place at the ordinary general meeting of unitholders of the investment fund. The election shall take place at the ordinary general meeting of the largest investment fund by net worth according to annual or interim report following the Annual General Meeting. Other members of the Board of Directors are elected at the Annual General Meeting of the Management Company. An extraordinary general meeting of the fund unitholders must be held when the Board of Directors of the Management Company deems it necessary, or if the auditor demands it in writing for the handling of a matter specified by them. In addition, an extraordinary general meeting of the fund unitholders must be held when the unitholders which together hold at least five (5) % of all outstanding units demand it in writing for the handling of a matter specified by them. The right to participate in the unitholders meeting is reserved to all those unitholders that have registered in the unitholders meeting no later than on the registration date mentioned in the notice of the meeting. Each whole unit of the Fund gives one vote at the general meeting of unitholders. The fractional shares of the fund unit produce also voting rights in proportion to the fractional holdings. At the meeting of the unitholders, the opinion supported by more than half of the cast votes becomes the decision, or in case of a tie, the chairman will have the casting vote. In elections the person receiving the highest number of votes shall be elected. In case of a tie, elections shall be decided by drawing lots. 10

11 If the Management Company manages more than one investment fund and special mutual fund, the general meetings of the unitholders may be held simultaneously and joint minutes of the meeting can be drawn. 17 Important notices and releases For communication based on law, the requirements of the law in force are respected. Other relevant notices and releases shall be published on the Management Company's web site and (when appropriate) shall be made available to the unitholders (as agreed with the fund unitholders) by or by mail. In case the announcement and release is regarded very important, in addition, it can be published in a national newspaper. If the notice is communicated to unitholders by letter the unitholders the unitholders shall be deemed to have received the notice on the fifth (5th) banking day from the date on which the letters were handed over for delivery. If the notice is communicated to unitholders by the unitholders shall be deemed to have received the notice on the following banking day from the date on which the was sent. If the notice is communicated to unitholders by publishing a release on the notice in a national newspaper the unitholders shall be deemed to have received the notice on the release date. 18 Fund prospectus, Key Investor Information Document, half-year report and the annual reports of the Fund and the Management Company Official Fund prospectus, Key Investor Information Document, annual reports of the Fund and the Management Company as well as other documents required for the regulation of the Fund shall be published in a commonly used file format on the Management Company's website. In addition, the aforementioned documents are available at the Management Company. The Annual Report of the Fund shall be published within three months of the end of the accounting (or reporting) period. 19 Amendments to the fund rules The Board of Directors of the Management Company decides on amendments to the fund rules. The amended rules shall be sent to the Financial Supervisory Authority for information and the amended rules shall take effect one month after the amendments have been brought to the knowledge of unitholders in accordance with these fund rules. A unitholder is deemed to have been informed of the amendments to the rules on the fifth (5th) day after the notification letter was sent by post or when the notification was published in Finland in a national newspaper or sent directly to the unitholder by or some other electronic medium with the unitholder's consent. The amended rules will be applied to all unitholders. 21 Disclosure of information The Management Company is entitled to disclose information concerning unitholders in accordance with valid legislation. 22 Applicable law The operations of the Management Company and the Fund are governed by Finnish law. 11