Société d'investissement à Capital Variable - Fonds d'investissement Spécialisé OFFERING DOCUMENT March 2016 VISA 2016/102999-6074-0-PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le 2016-04-19 Commission de Surveillance du Secteur Financier 1
TABLE OF CONTENTS 1. Organisation of the SICAV... 7 2. Definitions... 9 3. Executive Summary... 17 4. Management and Administration... 19 5. Investment Objective and Policy of the SICAV... 25 6. Investment Powers and Restrictions... 26 7. Amendment of the investment objectives or the investment policy... 27 8. Financial Techniques and Instruments... 28 9. Investment Strategy... 28 10. Leverage... 28 11. Risk and Liquidity Management... 29 12. Risk Considerations... 30 13. The Offer... 48 14. Prevention of Money Laundering... 51 15. Redemption of Shares... 52 16. Conversion of Shares... 52 17. Temporary Suspension Of Subscriptions, Redemptions And Conversions... 52 18. Net Asset Value... 53 19. Distribution... 56 20. Charges and Expenses... 57 21. Conflict of Interests... 61 22. Taxation... 62 23. General Meetings, Reports and Notices... 63 24. Liquidation of the SICAV - Termination, Division and Amalgamation of Sub- Funds, Classes or Categories... 64 25. Amendments... 67 2
26. Documents Available for Inspection... 68 27. Data Protection Policy... 68 28. Recognition and Enforcement of Judgements... 68 29. Rights of the Shareholders and fair Treatment... 69 Appendices to the OFFERING DOCUMENT Sub-Funds... 70 3
TIMBERCREEK REAL ESTATE FUND Société d Investissement à Capital Variable - Fonds d'investissement Spécialisé Registered office: 2, boulevard Konrad Adenauer, L-1115 Luxembourg, Grand Duchy of Luxembourg RCS Luxembourg: B 144.640 INTRODUCTION (the "SICAV") is an open-ended umbrella investment company with variable capital (société d investissement à capital variable) specialised investment fund (fonds d'investissement spécialisé) registered in the Grand Duchy of Luxembourg on the official list of specialised investment funds pursuant to the 2007 Law (as defined below). This registration, however, does not imply approval by any Luxembourg authority of the contents of this Offering Document (as defined below) or the portfolios of securities held by the SICAV. The SICAV is to be qualified as AIF within the meaning of the 2013 Law (as defined below). The object of the SICAV is to invest its assets in securities and other instruments permitted by the 2007 Law with the purpose of spreading the investment risks and affording its Shareholders (as defined below) result of the management of its assets. The Shares (as defined below) of the SICAV are offered only to Well-Informed Investors (as defined below) on the basis of the information and representations contained in this Offering Document. Any information or representation given or made by any selling agent or other person not contained herein or in the documents referred to herein should be regarded as unauthorised and should accordingly not be relied upon. This Offering Document does not constitute an offer to anyone or solicitation by anyone in any jurisdiction in which such an offer or solicitation is unlawful or in which the person making such an offer or solicitation is not qualified to do so. The distribution of this Offering Document and the offering of the Shares may be restricted in certain jurisdictions. It is the responsibility of any persons in possession of this Offering Document and any persons wishing to subscribe for Shares pursuant to this Offering Document to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdictions. The information contained in this Offering Document is considered to be accurate at the date of its publication. To reflect material changes, this Offering Document may be updated from time to time and potential investors should enquire of the SICAV as to the issue of any later Offering Document. The Directors (as defined below) of the SICAV, whose names appear in section 1 "Organisation of the SICAV" of this Offering Document, have taken all reasonable care to ensure that the facts stated herein be correctly and fairly presented with respect to all questions of importance and that no important fact, the omission of which would make 4
misleading any of the statements herein, be omitted. All the Directors accept responsibility accordingly. The SICAV has not been registered under the U.S. Investment Company Act of 1940. In addition, the Shares of each Sub-Fund have not been registered under the U.S. Securities Act of 1933, as amended, and may not be and will not be offered for sale or sold in the United States of America, its territories or possessions or to a US Persons (as hereinafter defined). The Articles of Incorporation of the SICAV contain certain restrictions on the sale and transfer of Shares of each Sub-Fund to such persons. The term "US Person" shall have the meaning given in Regulation S under the U.S. Securities Act of 1933, as amended, and shall mean any national, citizen or resident of the United States of America or of any of its territories or possessions or areas subject to its jurisdiction or any person who is normally resident therein (including the estate of any such person or corporations or partnerships created or organised therein). IMPORTANT INFORMATION Prospective investors who are in any doubt about the contents of this Offering Document or the annual reports of the SICAV should as well as in general inform themselves and consult their financial adviser as to the possible tax consequences, the legal requirements and any foreign exchange restriction 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, holding or disposal of Shares. INFORMATION FOR INVESTORS IN GERMANY This Offering Document has been filed with the Commission de Surveillance du Secteur Financier ("CSSF") in order to be passported to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"). Shares of the Sub- Fund US REIT Fixed Income have been notified to BaFin and, therefore, may be distributed or offered to or within Germany within the meaning of applicable German laws towards professional investors as set out in the Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (AIFM Directive). However, this Offering Document and any other document relating to the offer of Shares, as well as any information contained therein, may not be supplied to investors in Germany not qualifying as professional investors or as semi-professional investors to whom distribution is permitted in accordance with the German Capital Investment Act (Kapitalanlagegesetzbuch; KAGB) in connection with Article 43 of the AIFM Directive in Germany. The receipt of this Offering Document by any person not qualifying as professional investor within the meaning of the AIFM Directive or semi-professional investor as defined in the German Capital Investment Act as well as any information contained herein or supplied herewith or subsequently communicated to any such investor in connection with any offer for subscription is not to be taken as constituting the giving of investment advice to such investor. Each such investor should make its own independent assessment of the merits or otherwise of acquiring Shares and should take its own professional advice. No view on 5
taxation is expressed. Prospective Investors in Germany are urged to consult their own tax advisers as to the tax consequences that may arise from an investment in the Shares. 6
1. ORGANISATION OF THE SICAV 1.1 Board of Directors Chairman Other Directors Dr. Sven Janssen Schillerstrasse 27-29, D-60313 Frankfurt, Germany Mr Gilles Dusemon 41A, Avenue John F. Kennedy, L - 1855 Luxembourg Grand Duchy of Luxembourg Ronald Meyer 2, Boulevard Konrad Adenauer, L-1115 Luxembourg Grand Duchy of Luxembourg 1.2 Administration AIFM, Central Administrative Agent Oppenheim Asset Management Services S.à r.l. 2, boulevard Konrad Adenauer L-1115 Luxembourg Grand Duchy of Luxembourg Depositary and Registrar and Transfer Agent Sal. Oppenheim jr. & Cie. Luxembourg S.A. 2, boulevard Konrad Adenauer L-1115 Luxembourg Grand Duchy of Luxembourg 1.3 Service Providers Investment Manager TIMBERCREEK Asset Management Ltd. 1000 Yonge Street, Suite 500 Toronto Ontario, Canada M4W 2K2 7
Auditor Legal Advisor KPMG Luxembourg, Société coopérative 39, avenue John F. Kennedy L - 1855 Luxembourg Grand Duchy of Luxembourg Arendt & Medernach S.A. 41A, Avenue John F. Kennedy L - 1855 Luxembourg Grand Duchy of Luxembourg 1
2. DEFINITIONS 2.1 Definitions Unless defined elsewhere in this Offering Document or unless the context indicates otherwise, the following definitions apply throughout the Offering Document: 1915 Law the Luxembourg law of 10 August 1915 on commercial companies, as the same may be amended from time to time 2004 Law the Luxembourg law of 12 November 2004 relating to the fight against money-laundering and the financing of terrorism, as amended from time to time 2007 Law the Luxembourg law of 13 February 2007 relating to specialised investment funds, as the same may be amended from time to time 2013 Law the Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended and/or replaced from time to time Accounting Currency AIF AIFM the currency of consolidation of the SICAV an Alternative Investment Fund as defined in the European Directive 2011/61/EC dated 8 June 2011 on Alternative Investment Fund Managers, as amended and/or replaced from time to time Alternative Investment Fund Manager. Oppenheim Asset Management Services S.à r.l., City of Luxembourg, Grand Duchy of Luxembourg, acting as AIFM AIFM Directive the European Directive 2011/61/EC dated 8 June 2011 on Alternative Investment Fund Managers, as amended and/or replaced from time to time Appendix with respect to a Sub-Fund, the particular specifications pertaining to that Sub-Fund, as amended from time to time, each time set forth in a particular supplement to this Offering Document 9
Articles of Incorporation Associate Auditor Board of Directors or Board Business Day Category(ies) Central Administrative Agent Class(es) the articles of incorporation of the SICAV as the same may be amended, supplemented and modified from time to time an undertaking in the same group as the Investment Manager or any other person whose relationship with the Investment Manager may be reasonably expected to give rise to a community of interest between them which may involve a conflict of interest in dealings with third parties the auditor of the SICAV qualifying as an independent auditor (réviseur d entreprise agréé) as further described in section 4.7 of this Offering Document, or such other entity as may subsequently be appointed to act in such capacity the board of directors of the SICAV a full bank business day in Luxembourg the category(ies) or sub-class(es) in which each Class of shares may be sub-divided as further detailed in section 2 "The Offer" of the Offering Document and the relevant Appendix Oppenheim Asset Management Services S.à r.l., acting in its capacity as domiciliary and corporate agent and administrative agent of the SICAV in Luxembourg, or such other entity as may subsequently be appointed to act in such capacity one or more classes of Shares that may be available in each Sub-Fund as further detailed in section 3.4 of this Offering Document and in the relevant Appendix Commission Delegated Regulation the European Commission Delegated Regulation (EU) No. 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision 10
CSSF CHF Conversion Price Cut-Off-Time Depositary Direct Investment Directive 2005/60/EC Director Euro or EUR Financial Year Gross assets the Luxembourg supervisory authority of the financial sector, the Commission de Surveillance du Secteur Financier the currency of the Swizz Confederation the price at which Shares may be converted, as further described in section 15 of this Offering Document and in the relevant Appendix the deadline, as specified for each Sub-Fund in the relevant Appendix, before which applications for subscription, redemption, or conversion of Shares of any Class and/or Category in any Sub-Fund must be received by the Depositary in order to be dealt with in respect to a Valuation Day Sal. Oppenheim jr. & Cie. Luxembourg S.A., acting in its capacity as depositary of the SICAV, or such other credit institution within the meaning of Luxembourg law dated 5 April 1993 relating to the financial sector, as amended, that may subsequently be appointed as depositary of the SICAV eligible assets held directly by the SICAV Directive of the European Parliament and of the Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing a member of the Board of Directors of the SICAV the lawful currency of the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community (signed in Rome on 25 March 1957) as the same may be amended from time to time the financial year of the SICAV, which ends on the last day of December of each year means the aggregate assets held from time to time by the SICAV respectively the Sub-Funds 11
Initial Price the subscription price at which the Shares of any Class and any Category are offered at the Initial Subscription Day or during the Initial Subscription Period as further described in section 13.4 of this Offering Document and in the relevant Appendix Initial Subscription Day or Period the initial subscription day or initial subscription period during which the Shares of any Class and any Category may be issued at the Initial Price as specified for each Class and Category of any Sub-Fund in the relevant Appendix Investment Advisor Investment Manager each entity to which the duties of investment advisor in respect of a specific Sub-Fund may be entrusted, as specified in the relevant Appendix Timbercreek Asset Management Ltd. or any person or entity as may, subject to the prior approval of the CSSF, subsequently be appointed as investment manager of the SICAV as further described in section 4.3 of this Offering Document and in the relevant Appendix Investment Management the agreement concluded with the respective Agreement Investment Manager Investment Structure Launch Date investment structures of any kind (including without limitation fund of funds, master-feeder structures and special purpose vehicles), with or without legal personality (including without limitation partnerships, trusts, companies located in any jurisdiction), whether regulated or unregulated, in which the SICAV may invest, directly or indirectly, in order to acquire Target Assets the launch date of a Sub-Fund which takes place on the Initial Subscription Day or at the end of the Initial Subscription Period as specified for each Sub-Fund in the relevant Appendix. If no subscriptions have been accepted on the Initial Subscription Day or during the Initial Subscription Period, the Launch Date will be the next following day on which the first subscriptions for the relevant Sub-Fund are accepted at the Initial Price 12
Lux GAAP Management Fee Mémorial Minimum Subscription Net Asset Value Offering Document Operational and Administration Fees and Expenses Organisational Expenses Placing Agent means generally accepted accounting principles in Luxembourg has the meaning ascribed to it in section 20.3 of this Offering Document means the Mémorial, Recueil Spécial des Sociétés et Associations a minimum number of Shares or amount in the Reference Currency, for which a Shareholder must subscribe in a Sub-Fund, Class or Category as further detailed for the respective Sub-Fund, Class or Category in the relevant Appendix the net asset value of a given Sub-Fund, Class or Category as determined in accordance with the Articles of Incorporation and section 18 of this Offering Document the offering document of the SICAV, including (for purposes of the relevant Sub-Fund only) the relevant Appendix, as the same may be amended, supplemented and modified from time to time all costs and expenses incurred in relation to the operation and administration of the SICAV generally as further described in section 20.2 of this Offering Document, which include for the avoidance of doubt any investment related expenses all out-of-pocket costs and expenses incurred for the purposes of structuring, establishing and closing the SICAV and any Sub-Fund as described in 17.1 one or more persons or entities as may be engaged by the SICAV with respect to the placement of Shares 13
Prohibited Person Prime Broker Reference Currency Redemption Price Share(s) Shareholder(s) any person, firm, partnership or corporate body, if in the sole opinion of the SICAV the holding by such person may be detrimental to the interests of the existing Shareholders or of the SICAV, if such holding may result in a breach of any law or regulation, whether Luxembourg or otherwise, or if as a result thereof the SICAV may become exposed to tax or other regulatory disadvantages, fines or penalties that it would not have otherwise incurred; the term "Prohibited Person" includes any person, firm, partnership or corporate body, which does not meet the definition of Well- Informed Investors as described below the prime broker(s) to which the duties of prime broker in respect of a specific Sub-Fund may be entrusted the currency in which the Net Asset Value of each Sub- Fund is denominated, as specified for each Sub-Fund in the relevant Appendix the price at which the Shares are redeemed, as further described in the relevant Appendix a share of any Class and any Category of any Sub-Fund in the capital of the SICAV, the details of which are specified in the relevant Appendix. For the avoidance of doubt, reference to "Share(s)" includes references to any Class(es) and/or Category(ies) when reference to specific Class(es) and/or Category(ies) is not required the holder of one or more Shares of any Class and any Category of any Sub-Fund in the capital of the SICAV SICAV, a Luxembourg investment company with variable capital (société d investissement à capital variable) - specialised investment fund (fond d'investissement spécialisé) incorporated as a public limited company (société anonyme) Sub-Fund the relevant sub-fund(s) of the SICAV, the details of which are specified in the relevant Appendix 14
Subscription Price Subsidiary Target Assets USD the subscription price at which the Shares of any Class and any Category are offered after the Initial Subscription Day or after the end of the Initial Subscription Period as further described in section 13.4 of this Offering Document and in the relevant Appendix any local or foreign corporation or partnership or other entity (including for the avoidance of doubt any Wholly Owned Subsidiary) (a) in which the SICAV (or the relevant Sub-Fund(s)) holds, through one or more Sub- Funds, in aggregate more than 50% of the voting rights or (b) which is otherwise controlled by the SICAV, and which in either case also meets all of the following conditions: (i) it does not have any activity other than the holding of investment instruments, which qualify under the investment objective and policy of the SICAV and the relevant Sub-Fund(s), (ii) the majority of the managers or board members of such subsidiary are board members of the SICAV, except to the extent that this is not practicable for tax or regulatory reasons, (iii) to the extent required under applicable laws and regulations, the accounts of such subsidiary are audited by or under the supervision of the auditor of the SICAV and (iv) to the extent required under applicable laws and regulations, such subsidiary is consolidated in the annual accounts of the SICAV; any of the above mentioned local or foreign corporations or partnerships or other entities shall be deemed to be "controlled" by the SICAV if (i) it has the right to appoint or remove a majority of the members of the managing body of that entity or (ii) it controls more than 50% of the voting rights in that entity pursuant to an agreement with the other shareholders has the meaning ascribed to it in section 5 of this Offering Document the currency of the United States of America 15
Valuation Day Well-Informed Investor the relevant Business Day(s) as specified in the relevant Appendix and which does not fall within a period of suspension of the calculation of the Net Asset Value per Share and/ or Category of the relevant Sub-Fund and such other Business Day as the Board may decide in its sole discretion from time to time has the meaning ascribed to it in the 2007 Law, and includes: (a) institutional investors; (b) 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 (c) any other well-informed investor who fulfils the following conditions: (i) it has declared in writing his adhesion to the status of wellinformed investor; and (ii) it invests a minimum of EUR 125,000 (or its equivalent in other currency) in the SICAV or 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 manner an investment in the SICAV Wholly Owned Subsidiary means any company or entity in which the SICAV (or the relevant Sub-Fund) has a one hundred percent (100%) ownership interest 2.2 Interpretation Unless the context requires otherwise in this Offering Document, any reference to an action of the SICAV or any agent appointed by the SICAV or any agent acting on behalf of the SICAV and any reference to an action on behalf of the SICAV, includes an action on behalf of a specific Sub-Fund, unless stated otherwise. 16
3. EXECUTIVE SUMMARY The information set out under this section is a summary of the principal features of the SICAV and should be read in conjunction with the full text of this Offering Document. 3.1 Legal Form is an investment company organised as a public limited company (société anonyme) qualifying as an investment company with variable capital (société d investissement à capital variable) specialised investment fund (fonds d'investissement spécialisé). The SICAV was incorporated in Luxembourg on 2 February 2009 for an unlimited period of time. The Articles of Incorporation were deposited with the Registre de Commerce et des Sociétés de Luxembourg on 13 February 2009 and have been published in the Mémorial, Recueil Spécial des Sociétés et Associations (the "Mémorial"). The Articles of Association were restated on 28 May 2015 and have been published in the Mémorial on 30 July 2015. The SICAV is registered with the Registre de Commerce et des Sociétés de Luxembourg, Luxembourg under number B 144640. 3.2 Share Capital The minimum share capital of the SICAV shall be, as provided by the 2007 Law, the equivalent of one million two hundred and fifty thousand Euros (EUR 1,250,000.-) was reached within twelve (12) months after the date on which the SICAV was authorised as a société d investissement à capital variable. The amount of the share capital of the SICAV will be at all times equal to its Net Asset Value. The Accounting Currency of the SICAV is Euro. 3.3 Sub-Funds The SICAV is structured to provide to investors a variety of Sub-Funds focussing on different strategies, specific assets, with varying terms and, potentially, differing Reference Currencies. This umbrella structure enables investors to select from a range of Sub-Funds, the Sub-Fund(s) that best suit their individual requirements and thus make their own strategic allocation by potentially combining holdings in various Sub-Funds of their own choosing. The SICAV and its Sub-Funds are to be qualified as AIF within the meaning of the 2013 Law. Although the SICAV constitutes one single legal entity, for the purpose of the relations between Shareholders, each Sub-Fund will be deemed to be a separate entity. The right of investors and creditors regarding a Sub-Fund or raised by the constitution, operation or liquidation of a Sub-Fund are limited to the assets of the relevant Sub-Fund, and the assets of a Sub-Fund will be answerable exclusively for the rights of the Shareholders relating to the relevant Sub-Fund and for those of the creditors whose claim arose in relation to the constitution, operation or liquidation of the relevant Sub-Fund. 17
Each Sub-Fund shall be designated by a specific name. The specific characteristics, investment objectives, policies and restrictions of each Sub-Fund are defined in the relevant Appendix. Each such Appendix forms, in relation to the relevant Sub-Fund, an integral part of the Offering Document. The Board of Directors may, at any time and in its discretion, decide to create additional Sub-Funds whose investment objectives and policies, risk profile or other features (including, but not limited to, specific investment advisors, if any, specific fee structures, permitted investments, investment restrictions and distribution policies) may differ from those of the Sub-Funds then existing and, in such cases, this Offering Document will be updated accordingly. 3.4 Classes and Categories of Shares The Shares of each Sub-Fund may, as the Board of Directors shall determine from time to time, be issued in one or more Classes of Shares, whose assets shall be commonly invested pursuant to a specific investment policy of the respective Sub-Fund, but to which a specific sales and redemption charge structure, fee structure, distribution policy, hedging policy, Reference Currency or other specificity may be applied. Each Class of Shares may be sub-divided into Categories, which may differ, inter alia, with regard to their fee structure, distribution policy or any other criteria to be determined, as described in the relevant Appendix. More specifically Shares of each Class may be issued either with accumulation of income and/or distribution of income as more fully described in the relevant Appendix. The accumulation Categories are indicated by the subscript a and the distribution Categories by the subscript d. The specific characteristics of Classes and Categories available to the investors in each Sub-Fund are defined in the relevant Appendix. The Board of Directors may, at any time and in its discretion, decide to create further Classes and/or Categories of Shares whose features may differ from those of the existing Classes and/or Categories, and in such cases, this Offering Document will be updated accordingly. Shareholders of the same Category in a Sub-Fund and Class will be treated pro-rata to the number of Shares held by them in the relevant Category. 3.5 Investment Objective As further described in section 5 of this Offering Document, the overall investment objective of the SICAV is to invest its assets in a wide range of securities and other assets permitted to a specialised investment fund governed by the 2007 Law with the purpose of spreading investment risks and affording its investors the results of the management of its portfolio. Investors are given the opportunity to invest in one or more Sub-Funds and thus to determine their own preferred exposure on a region-by-region and/or asset category by asset category basis. 18
The list of the Sub-Funds and the specific investment objective, policy and restrictions of each Sub-Fund are set out in the relevant Appendices. 3.6 Stock Exchange Listing The Board of Directors may decide to list the Shares of one or more of the Sub-Funds, Classes and/or Categories, as and when issued, on the Luxembourg Stock Exchange or any other Stock Exchange(s). Details are set out for each Sub-Fund in the relevant Appendix. 4. MANAGEMENT AND ADMINISTRATION 4.1 Board of Directors The Board of Directors is responsible, while observing the principle of risk diversification, for laying down the investment policy of the Sub-Funds and for monitoring the business activity of the SICAV. It may carry out all acts of management and administration on behalf of the SICAV; in particular it may purchase, sell, subscribe or exchange any securities and exercise all rights directly or indirectly attached to the SICAV's portfolio of assets. The Board of Directors has delegated certain tasks, as described below, to the AIFM. The supervision and ultimate responsibility of such person, firm or corporation shall lie with the Board of Directors. The list of the members of the Board of Directors as well as of the other administrating bodies of the SICAV may be found in section 1 Organisation of the SICAV of this Offering Document. 4.2 Alternative Investment Fund Manager The Board of Directors has appointed Oppenheim Asset Management Services S.à r.l. as external alternative investment fund manager, Central Administrative and Domiciliary Agent of the SICAV to perform managerial, administrative and domiciliary functions. Oppenheim Asset Management Services S.à r.l. has accepted the appointment. Oppenheim Asset Management Services S.à r.l., a société à responsabilité limitée (limited liability company) under Luxembourg law, was originally established as Oppenheim Investment Management International S.A., a société anonyme (public limited company) under Luxembourg law, on 27 September 1988, changing its legal form on 31 August 2002 and its name on 1 October 2007. Its articles of association were last amended on 30 August 2013 and filed with the Registre de Commerce et des Sociétés of Luxembourg on 6 September 2013. A notice of this filing was published in the Mémorial on 19 September 2013. Oppenheim Asset Management Services S.à r.l. is an AIFM under Chapter 2 of the 2013 Law, authorised by the CSSF, and fulfils the equity capital requirements of this law. The registered office of the AIFM is in the City of Luxembourg. 19
Duties. Oppenheim Asset Management Services S.à r.l. assumes responsibility of the investment management functions for the SICAV, based on the AIFM service agreement (including portfolio management and risk management) agreed upon between the Parties, as well as all administrative tasks relating to the fund management, the distribution and any other activities regarding the SICAV's assets, which may be delegated. Delegation. In agreement with the SICAV the AIFM may delegate certain functions to specialised service providers. The AIFM will monitor the activities of the specialised service providers to which it has delegated functions on a continued basis. The agreements entered between the AIFM and the relevant specialised service providers provide that the AIFM can give further instructions to such specialised service providers, and that it can withdraw their mandates with immediate effect if this is in the interest of the Shareholders at any time. The AIFM's liability towards the SICAV is not affected by the fact that it has delegated certain functions to specialised service providers. Investment Management. The business unit within Oppenheim Asset Management Services S.à r.l. responsible for monitoring the activities of the appointed Investment Managers is functionally and hierarchically independent from the business unit performing the risk management activities. For detailed information about the Investment Manager refer to Section 4.3 Investment Manager. Risk and Liquidity Management. The business unit within Oppenheim Asset Management Services S.à r.l. responsible for the risk management is hierarchically and functionally independent of the department monitoring the portfolio management. A detailed description of the obligations of the risk management department of Oppenheim Asset Management Services S.à r.l. may be found in Section 20 Risk and Liquidity Management. Registrar and Transfer Agent activities. Oppenheim Asset Management Services S.à r.l. has delegated the function of Registrar and Transfer Agent to Sal. Oppenheim jr. & Cie. Luxembourg S.A. For a description of the registrar and transfer agent activities refer to Section 4.4 Depositary, Paying and Transfer Agent. Organisation. Oppenheim Asset Management Services S.à r.l. has sufficient and appropriate organizational structures and internal control mechanisms in accordance with the 2013 Law and the 2007 Law and the applicable regulations of the CSSF. In addition, Oppenheim Asset Management Services S.à r.l. has sufficient and appropriately qualified staff in order to accomplish its obligations in accordance with the AIFM service agreement. Oppenheim Asset Management Services S.à r.l. acts in particular in the best interests of both the SICAV and the Sub-Funds of the SICAV and ensures that conflicts of interests are avoided as well as that a fair treatment of shareholders of the SICAV is guaranteed. Compensation. Oppenheim Asset Management Services S.à r. l. receives compensation for its services under the AIFM service agreement as it may be seen below in the overview in Section 19 Charges and Expenses of the Offering Document. 20
Liability. The Oppenheim Asset Management Services S.à r.l. s liability is governed by the law of the Grand Duchy of Luxembourg. Save in cases where the 2013 Law specifies the contrary, Oppenheim Asset Management Services S.à r.l. is only held liable in cases of gross negligence (négligence grave), serious misconduct (faute lourde) or intent (faute intentionnelle). As to cover the potential professional liability risk arising out of business activities Oppenheim Asset Management Services S.à r.l. has concluded a professional indemnity insurance for the liability arising out of professional negligence as well as an insurance against wrongful conduct of its employees. Conflict of interests. Oppenheim Asset Management Services S.à r.l. in its function as AIFM has made efficient and administrative arrangements as to take appropriate measures for the identification, prevention, management and monitoring of conflicts of interest and commits to maintain those measures as to avoid that such conflicts of interest harm the SICAV s interests and those of its Shareholders. With regard to the delegation of the portfolio management Oppenheim Asset Management Services S.à r.l. furthermore ensures that the Investment Manager takes all reasonable steps to identify, manage and monitor potential conflicts of interest that may arise between itself and the AIFM, the SICAV or a Shareholder. In addition, the AIFM ensures that the Investment Manager discloses potential conflicts of interests as well as the procedures and measures to be adopted by it in order to manage such conflicts of interests to the AIFM. Central Administrative Agent. Oppenheim Asset Management Services S.à r.l. has also been appointed as Central Administrative Agent of the SICAV, including the functions of domiciliary and corporate agent and administrative agent. As such, Oppenheim Asset Management Services S.à r.l. is responsible, among other things, for the general administrative functions required by Luxembourg law, the calculation of the Net Asset Value of the Shares of each Sub-Fund and Class and Category, the maintenance of accounting records, the mailing of statements, reports, notices and other documents to the Shareholder in accordance with the Articles of Incorporation, for executing distribution payments or arranging for distribution payments to Shareholders as well as making payment or cause payment to be made of proceeds from the redemption of Shares, but only after all the conditions described in the Articles of Incorporation have been satisfied. The Central Administrative Agent may be authorised to delegate at own costs and own liability one or more of its functions to other entity(ies) or service provider(s). 4.3 Investment Manager The business unit in charge of the portfolio management within the Oppenheim Asset Management Services S.à r.l. assumes in its function as AIFM the portfolio management for each Sub-Fund of the SICAV. As investment manager the department is obliged to invest the assets of each Sub-Fund in accordance with the investment strategy and policies and in compliance with statutory and regulatory requirements. This department which takes the actual decisions regarding the investment management is organisationally and procedurally independent of the department which carries out the risk management for the SICAV. 21
The AIFM has appointed Timbercreek Asset Management Ltd. (the "Investment Manager") to carry out portfolio management services, and be responsible for the Sub-Funds investment activities in accordance with the relevant Sub-Fund's investment objective, policy, strategy and applicable investment limits and restrictions set out in this Offering Document and the relevant Appendix. Timbercreek Asset Management Ltd. was appointed pursuant to the Investment Management Agreement entered into with the AIFM for an unlimited period of time. The Investment Management Agreement may be terminated by either party at any time by sending a registered letter to the other party giving 3 months' notice. The Investment Manager is as discretionary Investment Manager responsible for, among other matters, identifying and acquiring the investments of the Sub-Funds. The Investment Manager is granted full power and authority and all rights necessary to enable it to manage the investments of the Sub-Funds and provide other investment management services to assist the AIFM to achieve the investment objectives and policy set out in this Offering Document, including any specific investment objective and policy set out in the relevant Appendix. Consequently, the responsibility for making decisions to buy, sell or hold a particular security or asset rests with the Investment Manager, subject always to the overall policies, direction, control and responsibility of the AIFM. 4.4 Depositary and Registrar and Transfer Agent Sal. Oppenheim jr. & Cie. Luxembourg S.A. has been appointed depositary and Registrar and Transfer Agent. The AIFM has acknowledged and approved such appointment. It is authorised to carry out banking transactions of all kinds within the meaning of the Luxembourg Law of 5 April 1993, on the Financial Sector, as amended at such time. Sal. Oppenheim jr. & Cie. Luxembourg S.A. is a credit institution that is licensed and supervised by the Luxembourg authorities of the financial sector in accordance with the provisions of the amended law of 5 April 1993 on the financial sector. It is incorporated in Luxembourg as a public limited company (société anonyme) and has its registered office at 2, boulevard Konrad Adenauer, L-1115, Luxembourg. It is registered with the Luxembourg Register of Trade and Companies under the number B 110.890. The Depositary is in charge of the monitoring of the cash flows of the SICAV, the custody of the assets of the SICAV and all other monitoring functions pursuant to the 2007 Law and the 2013 Law. During the performance of their tasks, the Depositary shall act solely in the interests of the investors. Monitoring of the cash flows. The Depositary ensures that SICAV s cash flows are monitored efficiently and properly. Custody. All assets of the SICAV are deposited with the Depositary. The 2013 Law differentiates in this context between financial instruments to be held in custody and other assets, whereby the allocation of assets to one of these categories is not always 22
clear. As regards the custody of financial instruments to be held in custody (e.g. securities, money market instruments, shares in undertakings for collective investment) different obligations and a different, stricter liability apply to the Depositary than as regards the custody of other assets. Financial instruments to be held in custody are held by the Depositary in separated accounts. Except for a few exceptional cases, the Depositary shall be liable for the loss of these financial instruments, also in cases where the loss was not caused by the Depositary itself, but by a third party. Other assets are not held in securities accounts, but the Depositary shall keep records of the assets for which it has ascertained the ownership of the SICAV. For the accomplishment of these duties the Depositary shall be liable for negligence or intent to the SICAV. By mutual agreement between Oppenheim Asset Management Services S.à r.l. in its function as the AIFM and the Depositary, the SICAV s financial instruments to be held in custody may in certain cases and under certain conditions and based on legitimate reasons (e.g. investments in funds that operate on a commitment basis), be registered directly in the name of the SICAV. In such a case these investments are treated as other assets and the obligations and liability of the Depositary are governed by the statutory provisions applicable to the custody of other assets. For the custody of all assets of any kind, the Depositary may appoint sub-custodians, service providers, agents and other third parties ("correspondents") as to deposit the assets in accordance with the conditions set out in the 2013 Law. The liability of the Depositary to the SICAV is not affected by the assignment of a correspondent. The names of the correspondents can be requested from the SICAV or the Depositary. If the Depositary appoints a correspondent for financial instruments to be held in custody, it is obliged to examine if the correspondent is subject to effective supervision (including minimum capital requirements) and a regular external audit ensuring that the assets are effectively in its possession (the "monitoring requirement"). The Depositary has also to ensure that the correspondent deposits these financial instruments separately from its own assets and the assets of the Depositary. Furthermore, concerning financial instruments to be held in custody, if the law of a third country requires that certain financial instruments need to be held at a local entity that does not meet the aforementioned monitoring requirement (the "inadequate custodian"), the Depositary may nevertheless appoint the inadequate custodian provided certain statutory conditions are met. The custody of financial instruments may among other things only be transferred to an inadequate custodian on the express instruction of the Board of Directors of the SICAV or the AIFM. The AIFM has to inform the Shareholders appropriately before the appointment of an inadequate custodian. The Depositary may be released from its liability for the loss of financial instruments which are held in custody by correspondents, unless they can prove that a) all legal requirements for the appointment of correspondents are met; b) the written agreement between the Depositary and the correspondent 23
concerned assigns the liability of the Depositary expressly to this correspondent, and allows the Board of Directors of the SICAV or the Depositary to assert claims on behalf of the SICAV in the context of loss of assets, and c) there are objective reasons for the exemption from liability within the meaning of the law, whereby the law assumes that there is always an objective reason in the above described case of the inadequate custodian. Other objective reasons may be agreed upon from time to time between the Depositary and the AIFM in writing as long as they meet the legal conditions. Monitoring obligations. As part of its monitoring obligations, the Depositary ensures in accordance with the applicable statutory and regulatory requirements that 1. the sale, the issue, re-purchase, redemption and cancellation of shares of the SICAV are carried out in accordance with the applicable Luxembourg law and the Articles of the SICAV; 2. the net asset value of the shares of the SICAV is calculated in accordance with the applicable Luxembourg law, the Articles of the SICAV and the procedure established by law ; 3. the instructions of Oppenheim Asset Management Services S.à r.l. in its function as AIFM are carried out, unless they conflict with the applicable Luxembourg law or the Articles of the SICAV. This control of the Depositary takes place on an ex post basis; 4. in transactions involving the assets of the SICAV any consideration is remitted to the SICAV within the usual time limits, and 5. the SICAV's income is applied in accordance with the applicable Luxembourg law and the Articles of the SICAV. Liability. The Depositary s liability is governed by the law of the Grand Duchy of Luxembourg. Save in cases where the 2013 Law specifies the contrary, the Depositary is only held liable in cases of gross negligence (négligence grave), serious misconduct (faute lourde) or intent (faute intentionnelle). Registrar and Transfer Agent. Oppenheim Asset Management Services S.à r.l, in its function as AIFM has transferred the functions of the Registrar and Transfer Agent to the Sal. Oppenheim jr. Luxembourg S. A., which is in charge of the issue, redemption and conversion of shares of the SICAV and register of the Shareholders. The Registrar and Transfer Agent also controls subscription applications regarding their compliance with the Luxembourg laws and regulations (consisting of, but not limited to the law of 12 November 2004 on the fight against money laundering and the financing of terrorism, as amended) and the relevant circulars of the CSSF to prevent that the SICAV is used for the purpose of money laundering and terrorist financing. 24
4.5 Investment Advisor The rights and duties of the Investment Advisor of a specific Sub-Fund (if any) will be set forth in an investment advisory agreement (as the case may be) made under Luxembourg law, subject to the overall supervision and liability of the AIFM. 4.6 Placing Agent The SICAV and the AIFM may in respect of one or more Sub-Fund(s) appoint one or more Placing Agents or other agents in respect of the placing of the Shares as set out in the relevant Appendix. For the avoidance of doubt, investors may subscribe for Shares applying directly to the SICAV without having to act through the Placing Agent. 4.7 Auditor The Board of Directors has appointed KPMG Luxembourg S.à r.l. as Auditor of the SICAV s transactions, accounts and annual reports. 5. INVESTMENT OBJECTIVE AND POLICY OF THE SICAV The SICAV aims to provide its investors with a choice of Sub-Funds investing in a wide range of securities and other assets permitted to a specialised investment fund governed by the 2007 Law with the purpose of spreading investment risks and affording its investors the results of the management of its portfolio. Investment objective: The objective of the SICAV is to construct, on a discretionary basis, a diversified, actively managed portfolio of real estate investments by means of investing in real assets, in securities and other assets, including without limitation equity securities, preferred shares, claims and debt of any kind (including loans), convertible or not into common shares and warrants (including origination, mezzanine and secondary transactions) of both public and private real estate investment trusts and real estate companies (the Target Assets ). This will be achieved in particular by utilizing the Investment Manager s ability to source, underwrite, acquire and subsequently manage the Target Assets. The investment powers and restrictions applicable to the SICAV are set out in section 6 Investment Powers and Restrictions of this Offering Document. The specific investment objectives, investment policies and investment restrictions in relation to each Sub-Fund are referred to in the relevant Appendix. In addition, each Sub-Fund is managed in accordance with the investment powers and restrictions applicable to the SICAV as set out in section 6 Investment Powers and Restrictions of this Offering Document and may use financial derivatives or use financial techniques and instruments in accordance with section 8 "Financial Techniques and Instruments" of this Offering Document. Each Sub-Fund may furthermore for distributions or redemptions and for cash management purposes hold cash or cash equivalents, including inter alia money 25
market instruments or investments in units of money market funds, as an intermediary investment prior to the investment of any balance not invested pursuant to the above. Should cash or cash equivalents be held for a period longer than an intermediary investment or not on an ancillary basis, a maximum of 30% of these amounts will be held with the same institution. 6. INVESTMENT POWERS AND RESTRICTIONS The Directors shall, based upon the principle of spreading risks, have the power to determine the corporate and investment policy for the investments and the course of conduct of the management and business affairs of each Sub-Fund of the SICAV. By making use of its power to determine the investment policy of each Sub-Fund, the Board of Directors has resolved the following investment restrictions that apply, in principle, for each Sub-Fund, provided that it is not decided and indicated otherwise in respect of any particular Sub-Fund in the relevant Appendix: (1) The SICAV, in each Sub-Fund, may not in principle invest and/or hold more than thirty per cent (30%) of its net assets in securities, shares in investment funds and money market instruments and/or non-securitised debt instruments issued by the same issuer; However, this provision shall not apply: (a) to assets issued or guaranteed by a member state of the OECD or by its local authority or by supranational institutions and organizations with European, regional or worldwide scope; and (b) to units or shares issued by target funds that are subject to comparable investment restrictions such as specialized investment funds under Luxembourg Law. (2) The SICAV, in each Sub-Fund, may invest in financial derivative instruments (including any financial instruments embedding derivatives or a derivative component), dealt in on a regulated market and/or non regulated market and/or over the counter (OTC), provided that: the underlying of the financial derivative instruments consists of one or more of the following assets: securities, money market instruments, interest rates, foreign exchange rates or currencies which fall into the scope of the investment objectives and restrictions of such Sub-Fund; investments in other financial derivative instruments not referred to above which derive from shares in investment funds and/or financial indices may not exceed thirty per cent (30%) of the Sub-Fund's assets; and the counter-parties to OTC derivative transactions are rated financial institutions specialising in these types of transactions and being reliable counter-parties in the OTC markets; and the risk exposure to a counter-party of the SICAV in an OTC derivative transaction may not exceed thirty per cent (30%) of the SICAV's net assets; and 26