Real Estate Investment Funds Regulation (Decision No 2/2018)

Decision No. 2/2018 On the Issuance of the Regulation of the Real Estate Investment Funds Based on the Capital Market Law, promulgated by Oman Sultani Decree No. 80/1998; Implementing Regulation of the Capital Market Law, promulgated by the Oman Decision No. 1/2009; The approval of the Board of Directors of the Capital Market Authority; And based on ,the public interest requirements It was decided Article 1 The provisions of the enclosed Implementing Regulation of the Real Estate Investment Funds .shall enter into effect Article 2 All that contradicts the enclosed Regulation and violates the provisions thereof shall be abrogated Article 3 This Decision shall be published in the Official Gazette and shall enter into effect on the day .following the date of publication thereof Issued on: 16 Rabi' Al-Thani 1439 H Corresponding to: January 4, 2018 Yahya Bin Said Bin Abdullah Al-Jabri Chairman of the Board of Directors of the Capital Market Authority Chapter 1 Definitions and General Provisions Article 1 In application of the provisions of this Regulation, the following terms and expressions shall :have the meanings stated beside them, unless the context requires otherwise .Authority: Capital Market Authority .Market: The Muscat Securities Market .Law: The Capital Market Law .Fund: The Real Estate Investment Fund

.Investment Units: The parts to which the Fund's capital is divided Close-end Fund: A fixed-capital Fund, of which the Investment Units shall not be redeemed unless at the end of the Fund's term. Its capital may be increased according to the provisions of .the Articles of Association / Trust Deed .Public Fund: The Fund of which the Investment Units are offered for public subscription .Private Fund: The Fund of which the Investment Units are not offered for public subscription Fund Management: Board of Directors of the Fund for the Funds taking the form of a Public Shareholding Company, and the Fund Management Committee for the Funds attached to .companies, as the case may be Articles of Association / Trust Deed: Document issued for the establishment of the Fund under .the provisions of this Regulation Custodian / Trustee: The company licensed by the Authority to carry out the activities of custody and trust, entrusted with preserving the money of the Fund under a contract and against a commission for the purpose of protection thereof and preservation of the interests of the unitholders in the Fund, and to carry out all the payment and taking over processes on behalf of .the Fund Compliance Officer: The person who ascertains the compliance of the company working in the field of securities with the application of the legal requirements contained in the Law and its .implementing regulations and instructions, and any other requirements .Sharia Committee: Sharia Supervisory Authority at the Fund :Related Parties: Including the following .a- Service providers b- Any major shareholder owning (5%) five percent or more of the issued capital of the .Fund c- Member of the Fund's management or Board of Partners, the CEO or the like, or a major .shareholder owning (5%) five percent or more of the capital of the Investment Manager d- A person related to any member of the Board of Directors or Board of Partners, the CEO or the like, a major shareholder owning (5%) five percent or more, a person related to the .company's management, Custodian / Trustee, or a senior unitholder at the Fund :Affiliates a- Physical persons including the father, mother, sons, daughters, husband and wife, as well as businesses in which they own, jointly or severally, (25%) twenty-five percent at least of .the right to vote b- Legal persons including the parent company, subsidiaries or sister companies, and the companies where the legal person owns, severally, (25%) twenty-five percent at least of the right to vote. This shall also include the businesses of which the Board members act .according to the issuer Independent Member: The member who is not related to the Investment Manager, controlling shareholders or major shareholders or whose relationship to any of them is terminated before :(6) six months at least. None of the following shall be considered independent members .a- Employees of the Investment Manager

.b- Employees of the Custodian / Trustee c- Employees of any entity having the authority to appoint or to recommend the .appointment of members of the Fund Management and Sharia Committee .d- The person related to an employee of the Investment Manager or Custodian / Trustee e- The person representing or considered a representative of any entity having a controlling .interest in the Investment Manager f- The person who obtained, within (6) six months prior to his appointment as independent member, any remuneration or benefit (other than retirement benefits) from the Investment Manager, or any entity having the authority to appoint or recommend the appointment of .members at the Fund Management and the Sharia Committee Persons having interest in the Investment Manager: Including the shareholders of the Investment .Manager, members of the Board of Directors or Board of Partners thereof, CEO or the like Net Asset Value (NAV): Total value of the Fund's assets, less the total liabilities incurred at the valuation date. For the purpose of calculation of the annual fees due to the service providers, the fees due to such entities may be included upon calculation of the Net Asset Value for that .day Net Asset Value of the Investment Unit (NAV/Unit): Net Asset Value of the Fund, divided by the .number of Investment Units issued at the time of valuation .Total Asset Value: Total value of the Fund's assets based on the latest evaluation Assets related to Real Estate: Including other Fund units, securities listed and issued by real estate companies, listed or unlisted debt instruments issued by real estate companies and real .estate-backed securities :Assets not related to Real Estate: Including the following .a- Shares listed and issued by non-real estate companies .b- Securities issued in full by the Government of Sultanate of Oman c- Commercial papers or other debt instruments issued by companies or establishments .(with a credit rating allowing investment therein (Investment Grade .Real Estate: The land and all the buildings erected thereon Special Purpose Vehicle (SPV): Legal person licensed by the Authority, in the form of a limited .liability company or any other legal entity established for the purpose of retaining real estate Public of the Unitholders: The person and its affiliates who own less than (5%) five percent of .the Fund's capital, not including the parties related to the Fund and their affiliates Article 2 The Fund shall have a legal personality and aims to collect money from investors for the purpose of investing the same on their behalf in the investment aspects permitted by this Regulation, .according to the principles of professional management of collective investments Article 3 Funds offering their Investment Units for public subscription shall be allowed to create special .purpose vehicles in the form of investment Funds

Article 4 The Fund's capital shall be divided into Investment Units of equal rights. The liability of the investors shall be limited to the value of their contribution and the value of the Investment .Units shall be settled upon subscription Article 5 The Fund's assets ownership shall be registered in its name and they shall not be registered in the financial accounts of the service providers. They shall not be affected or subject to any claims .arising from the liquidation or bankruptcy of any of them Article 6 The Fund and the service provider shall, when making any contact or disclosure to promote the Investment Units, take into consideration the disclosure of all facts and information related to the same in a transparent and clear manner. In all events, promotional or marketing .advertisements shall be subject to the approval of the Authority Article 7 The Fund and the service providers shall provide all the information, documents and data required by the Authority within the period specified by them. The Authority may visit and inspect the Fund's offices and registers or any of the service providers and take the data and .information necessary for conducting the audits and inspections Article 8 The Authority may appoint a third party to evaluate the Fund's assets or to audit its works, at its .own expense Chapter 2 Establishment of the Fund Article 9 Any person wishing to establish a Fund shall appoint a company licensed by the Authority to exercise the activity of Issue Management, in order to coordinate with the Authority in all that is related to the procedures of establishment of the Fund, the issuance and listing of its Investment .Units The company licensed by the Authority to exercise the activity of Investment Manager may carry out this task after the company proves to the Authority that it has the sufficient financial and .human resources to do so Article 10 The Issue Manager shall apply to the Authority to obtain its initial approval for the establishment of the Fund. The application shall be accompanied by a draft Articles of Association / Trust Deed and a draft issue prospectus according to the form prepared by the Authority in this regard. The application shall also be accompanied with any data or other .documents required by the Authority Article 11 The Authority shall study the application and issue its decision thereon within (15) fifteen days from the date of completion of the required papers, documents and data. If such period expires .without deciding on the application, the latter shall be considered rejected

Article 12 The Issue Manager shall complete the establishment requirements within (3) three months from the date of its notification of the initial approval of the Authority. Otherwise, such approval shall .be considered void Article 13 The Issue Manager shall complete the offering procedures within one month from the date of its notification of the final approval of the Authority upon the application. Otherwise, such .approval shall be considered void Article 14 The issuance of Investment Units in terms of issuance, subscription and offering procedures, shall be subject to the same provisions related to the issuance of securities and set forth in the .Implementing Regulation of the Law, according to the provisions of this Chapter Article 15 Some Funds offering their Investment Units in a private subscription for high net worth investors may be exempted from some issuance, subscription and offering procedures set forth in the Implementing Regulation of the Law. The Authority may impose any additional conditions or .requirements Article 16 :Subscription shall remain open according to the following a- In case of public subscription: A period of (15) fifteen days, and the Authority may extend .it when necessary to a similar period b- In case of private subscription: A period of (15) fifteen days, unless the Issue Manager .estimates a shorter period Article 17 The Authority shall prepare a Funds' record to register the Funds that meet the establishment .conditions after expiry of the subscription period Article 18 The Articles of Association / Trust Deed shall include, as a minimum, the requirements .prescribed in the form prepared by the Authority in this regard Article 19 The Issue Manager or the Investment Manager shall, as the case may be and in agreement with the founders, appoint service providers before approval of the issue prospectus by the .Authority Article 20 The Investment Manager and Custodian / Trustee shall ensure the presence of Articles of Association / Trust Deed that is valid at all times and contains the minimum requirements .prescribed in the form prepared by the Authority in this regard Article 21 The Investment Manager and Custodian / Trustee shall be liable for reviewing the Articles of

Association / Trust Deed and recommend the Fund Management to make necessary .amendments thereto according to this Regulation Article 22 The paid-up capital of the Fund shall not be less than (10) ten million Rials or its equivalent in .other currencies Article 23 The Fund offered for public subscription and the Special Purpose Vehicle owned by it shall .distribute not less than (90%) ninety percent of the annual net profit on its unitholders Article 24 The Investment Manager shall, if the strategies to achieve the investment objectives of any Fund include a specific type of real estate, market or geographical area, verify that an appropriate .portion of the Fund's assets is invested accordingly Article 25 The Fund shall, upon offering of its Investment Units for public subscription, commit to offer at .least (40%) forty percent thereof to the public Article 26 The Investment Units offered for public subscription shall not be allocated to the current .unitholders or any of their affiliates Article 27 The Issue Manager or the Investment Manager - as the case may be - shall provide the Authority with the final list of the persons to whom the Investment Units were allocated, including the names of the persons and the account number at Muscat Clearing & Depository Company (MCDC) and the number of investments units allocated to them and the price thereof, after completing the allocation process in coordination with the Authority, and before listing the .Investment Units in the market Article 28 The Authority may request any information or data on the allocation process and the allottees, to ensure the integrity of the subscription and allocation process and the independence of the .allottees Article 29 Prior to offering the Investment Units for public subscription, an underwriter shall be appointed from the companies operating in the field of securities, licensed by the Authority to carry out this task, unless the offering process of the Investment Units is carried out through the book .(building process (Book Building Article 30 The Issue Manager or the Investment Manager - as the case may be - licensed by the Authority, shall be a part of the group of underwriters in the Investment Units offered for subscription, and shall submit a list to the Authority of all the underwriters and the rate that each of them .undertakes to cover before approval of the issue prospectus Chapter 3

Issuance of Securities Article 31 The approval of the Authority and of the extraordinary General Assembly of the unitholders .shall be obtained before issuing any securities Article 32 In case the extraordinary General Assembly of the unitholders grants the Investment Manager an authorisation to issue Investment Units in a private subscription, the issuance shall be according :to the following conditions a- The number of Investment Units to be issued shall not exceed (20%) twenty percent of .the issued capital b- The rate of the Investment Units allocated to one person from the total number of Investment Units to be issued shall not exceed (10%) ten percent of the Fund's issued .capital c- The Investment Units shall not be allocated at a discount exceeding (10%) ten percent of the weighted market price of the Investment Units for the last (5) five trading days for the public Funds. For the private Funds, this rate shall be according to the most recent value of .the net assets, directly preceding the date of determination of the price d- The Investment Manager shall complete the procedures of issuance and listing of the .Investment Units in the market e- No Investment Units shall be allocated to persons related to the Investment Manager (either in their personal names or through agents), persons associated to them or nominee- .companies, unless the final beneficiaries are disclosed In all events, the authorisation issued for the Investment Manager shall be valid only for a .period of (12) twelve months from the date of holding the Extraordinary General Assembly Article 33 The Extraordinary General Assembly of the unitholders may offer the Investment Units in a :private subscription, according to the following conditions :The following shall be clarified to the Assembly -1 a- The persons to whom the Investment Units will be issued (hereinafter referred to as .(allottees .b- Number of Investment Units to be allocated to each subscriber c- Issue price of the Investment Units and the bases according to which the price was calculated, unless the Assembly authorises the process of determination of the price at a .later date .d- Purpose of issuance and the method of use of the returns thereof In case of issuance of Investment Units to persons related to the Investment Manager or any -2 .persons associated thereto, these shall abstain from voting on the Assembly's decision Article 34 .The Investment Units shall be allocated and issued after the date of determination of the price

In all events, the allottees shall settle the value of the Investment Units within a period not .exceeding (5) five trading days from the date of allocation Article 35 The Issue Manager or the Investment Manager - as the case may be - shall, after completion of the allocation process, comply with the same provisions set forth in Article (27) of this .Regulation Article 36 An underwriter shall be appointed from public companies in the field of securities before issuing .the right of preference The right of preference shall be issued according to the provisions related to the issuance of securities and set forth in the Implementing Regulation of the Law, according to the form of the .issue prospectus issued by the Authority in this regard Article 37 The Issue Manager or the Investment Manager - as the case may be - licensed by the Authority, shall be a part of the group of underwriters in the Investment Units offered for subscription in the right of preference, and shall submit a list to the Authority of all the underwriters and the .rate that each of them undertakes to cover before approval of the issue prospectus Article 38 The Investment Manager shall, in case of wishing to issue Investment Units to finance the :purchase of a property a- Obtain the approval of the Authority and of the Extraordinary General Assembly of the .unitholders .b- Comply with the evaluation provisions set forth in Chapter 10 of this Regulation c- Provide sufficient details and justifications to the Authority and the unitholders on the .benefits of purchase and the evaluation of real estate Article 39 The Investment Manager shall ensure compliance with the provisions of transactions with related parties, stated in Chapter 12 of this Regulation, if the purchase of the real estate will be .carried out by a related party Article 40 The Investment Manager may, through the Fund and the Special Purpose Vehicle owned by it, .issue bonds / Sukuk Article 41 The total amount collected from the issuance of bonds / Sukuk shall be subject to the borrowing restrictions imposed on the Fund and stated in the investment rules, Chapter 9 of this .Regulation Article 42 Not more than (90%) ninety percent of the surplus of re-evaluation of the Investment Units may .be used for the issuance of free Investment Units

Chapter 4 Listing and Trading of Investment Units Article 43 .All the Funds shall be closed and their Investment Units shall be listed on the market Article 44 The Investment Units of the Fund shall be listed and traded in the market according to the listing .and trading provisions set forth in the Law and its Implementing Regulation Article 45 The Investment Manager of the Fund that offered its units to the public, shall ensure that the public of unitholders own, at all times after the listing, a rate not less than (25%) twenty-five .percent of the Fund's capital The Investment Manager shall, in case of any decrease of this rate, return the same within a period not exceeding (3) three months from the date of decrease, by issuing additional Investment Units or the senior unitholders selling a part of their Investment Units to the public or any other procedure deemed convenient. An additional period may be granted with the .consent of the Authority Chapter 5 General Assemblies Article 46 .The General Assembly is the supreme authority of the Fund and consists of all the unitholders Article 47 The General Assembly may be attended by every unitholder or his representative in writing. He .shall have one vote for each Investment Unit owned Article 48 The Ordinary General Assembly may consider and decide on all the matters which, pursuant to the Law or the Articles of Association / Trust Deed, are not exclusively settled by the Fund .Management or the Extraordinary General Assembly Article 49 The annual General Assembly shall be held every year within three (3) months from the end of the Fund's fiscal year. Other Ordinary General Assemblies shall be held when necessitated by the .Law or the Articles of Association / Trust Deed or when the need arises Article 50 The Extraordinary General Assembly shall be held to consider and decide on the matters which are not exclusively settled by the Ordinary General Assembly, according to the Law, this Regulation or the Articles of Association / Trust Deed. In all events, the Extraordinary General :Assembly shall be convened to consider the following matters .a- Change of the Fund's basic investment objectives .b- Change of the status of the Fund through merger, separation, conversion or other

.c- Amendment of the Articles of Association / Trust Deed .d- Dissolution and liquidation of the Fund Article 51 The Investment Manager or the Custodian / Trustee may request the convening of a General .Assembly of unitholders at any time Article 52 The unitholders may - jointly or through their representatives - convene a General Assembly without taking into consideration the provisions prescribed for the convening thereof. Such .Assembly shall have the right to issue any decisions falling within its competence Article 53 The Investment Manager shall convene the General Assembly in case the Fund Management fails .to do so Article 54 The Fund Management shall convene the General Assembly of unitholders by virtue of a written application submitted by the unitholders, owning, severally or jointly, not less than (5%) five percent of the total issued capital of the Fund. The application shall be submitted at the .headquarters of the Investment Manager Article 55 The Fund Management shall, upon convening a General Assembly of unitholders, adhere to the :following a- Send an invitation to the unitholders at least (14) fourteen days before the date of the .meeting b- Specify in the invitation the place and time of the meeting and the agenda suggested to the .Assembly c- Post the invitation on the market's website within a period not exceeding (2) two days from .the date of sending the same Article 56 The Fund Management or the Investment Manager - as the case may be - in case of requesting to convene a General Assembly through the unitholders or the Custodian / Trustee, abide by the :following Convene the Assembly within a period not exceeding (21) twenty-one days from the date of -1 .receiving the request :Send the invitation to unitholders, according to the following rules -2 .a- It shall be sent (10) ten days at least before the proposed date of the Assembly b- Posting the invitation on the market's website and in two local daily newspapers, one in Arabic and the other in English, within a period not less than (2) two days before the date .of sending the invitation Specifying in the invitation the place and time of the meeting and the agenda suggested to the -3 .Assembly

.Submitting a copy of the invitation to the Custodian / Trustee -4 Article 57 :The General Assembly of the unitholders shall be presided by a- The Chairman of the Fund Management or his deputy, in case the Assembly was convened by the Management according to the regulatory requirements. If the Chairman or his Deputy are not able to be present, the Fund Management shall nominate one of its .members to preside over the Assembly b- A person appointed by the unitholders or the Custodian / Trustee, if the request of the .meeting is issued by them Article 58 The General Assembly meeting shall be considered valid if attended by at least (50%) fifty percent of the unitholders in case of Ordinary General Assembly, and (60%) sixty percent in case .of Extraordinary General Assembly, whether they attend in person or through delegations Article 59 In case of non-completion of the General Assembly quorum, half an hour after the beginning of :the meeting, the following actions shall be taken a- If the meeting is at the request of the unitholders or the Custodian / Trustee, the General .Assembly shall not be held and shall not be postponed to another date b- If the meeting is at the request of other than those stated in the previous Clause, the General Assembly shall be postponed to another date within a period not exceeding (1) one month from the date specified for holding the General Assembly. The invitation shall be made through an announcement posted on the market's website and in two local daily newspapers, one in Arabic .and the other in English, one week at least before the specified date Article 60 The second Ordinary General Assembly meeting shall be valid regardless of the attendance rate. For the second Extraordinary General Assembly to be valid, unitholders holding at least (50%) .fifty percent of the Investment Units shall be present Article 61 The decision of the General Assembly shall be immediately disclosed through the market's website, before the beginning of the trading session on the first working day following the date .of the Assembly Article 62 The Investment Manager and the related parties shall not vote in any Assembly in case he has an .interest in the outcome of the transaction submitted for approval Article 63 Voting in any decision suggested before the General Assembly shall be by secret ballot, provided :that the ballot result is announced through .a- The Chairman .b- The Custodian / Trustee

.c- The Investment Manager d- The unitholders present, or their representatives, owning at least (10%) ten percent of the .total issued Investment Units Article 64 The Investment Manager shall ensure that the minutes include all the decisions and procedures taken at the General Assembly of unitholders and shall deposit the minutes of meeting at the Authority, signed by the Secretary and approved by the Chairman of the meeting, the auditor .and the legal counsel, within (15) fifteen days from the date of holding the General Assembly Chapter 6 Service Provider Article 65 The service provider shall mean the legal person which provides services to the Fund or the unitholders against fees, by virtue of a contract concluded with it. The service provider shall .include the Investment Manager, Manager of the Investment Funds, Custodian / Trustee Article 66 The service provider shall be licensed by the Authority and shall have sufficient human and financial resources to carry out its obligations. It may assign the tasks attributed to it to a third .party, provided that it obtains the consent of the Authority Article 67 The service provider may provide services to more than one Fund, while being committed, in case of providing services to more than one Fund, to set the necessary rules to avoid conflict of interest, and to provide its services with the necessary care and effort to achieve the best .interest for each Fund and for the unitholders Article 68 The service provider shall exercise its tasks and responsibilities according to the Articles of Association / Trust Deed, the issue prospectus, this Regulation, the Law and Securities' Laws of the other countries in which the Fund invests, as well as the global practices in force in the .Funds' sector Article 69 The service provider shall, during the exercise of its authority, provide its services according to :the provisions of this Regulation, namely .a- Committing to the appropriate degree of caution b- Priority shall be given to the interests of unitholders in case of conflict between its .interests and the interests of unitholders c- Observing the highest standards of integrity and fairness in the management of the affairs of the Funds to which it provides services, in a way achieving the exclusive and best interest .of the unitholders d- Not using the information obtained in an improper manner in order to achieve profits for .itself or for other persons or to cause damage to unitholders e- Maintaining the necessary records and books to show the Fund's assets and ensure they

.are separate from its assets and the assets of any other Fund to which it provides services f- Complying with any other duty assigned to it under the Law, this Regulation and Articles .of Association / Trust Deed Section 1 The Investment Manager Article 70 Only the companies licensed by the Authority to exercise the activity of Investment Manager, may manage the Funds' assets Article 71 The Investment Manager shall appoint a person having the necessary experience and knowledge .in the investment of properties, to be liable for managing the Fund's portfolio The Investment Manager shall ensure that the Fund's portfolio manager has the necessary experience and knowledge, in case the investment strategy of the Fund includes investments in assets related or not related to properties, otherwise the Investment Manager shall assign the .task to a third party Article 72 The third party - to whom the Investment Manager will assign any of the tasks assigned to it - .shall be a company licensed by the Authority to exercise the activity of Investment Manager If the third party is an institution outside the Sultanate, it shall be licensed to manage the assets of the investment Funds by the competent authority in the parent country, taking in .consideration the consent of the Authority Article 73 The Fund Manager shall, in case it manages a Sharia-compliant Fund, ensure that its Compliance .Officer has the necessary knowledge of the principles of Sharia or Islamic finance Article 74 The Investment Manager shall appoint a specialised company having sufficient experience in .property management in order to manage the Fund's properties Article 75 In case the Fund's investments include properties outside the Sultanate, the Investment Manager shall have the necessary experience, competence and capabilities to deal with the legal and regulatory requirements of the State in which they are present, and any other requirements .related to such investments Article 76 The Investment Manager shall prove that it has the necessary experience, competence and capabilities to carry out its duties, including the following: a- Analysing the issues and risks .involved in foreign investments b- Developing, applying and updating a range of internal controls and risk management systems .to deal with current and perceived risks involved in foreign investments c- Notifying the unitholders in a clear, concise and expeditious manner of the status of the

.Fund's investments and any risks to which the Fund may be exposed Article 77 The Investment Manager shall have an alternative plan that enables it to respond proactively to any urgent matter that may arise on the Fund's investments outside the Sultanate, and work on .managing and disposing of the same Section 2 Investment Funds Manager Article 78 Only the companies licensed by the Authority to exercise the activity of management of :investment Funds, may provide the following services to the Fund .a- Calculating the Net Asset Value .b- Calculating the unitholders' profits c- Maintaining and updating the Fund's records and calculating the Fund's due expenses, .revenues and profits and preparing the financial statements .d- Monitoring the process of dissolution or liquidation of the Fund .e- Managing the Fund's governance f- Carrying out the Fund's back office operations, including the settlement of day-to-day .trading operations as well as bank reconciliation operations Article 79 The investment Funds Manager shall take appropriate steps and exercise due diligence to ensure that the Fund's assets are properly evaluated according to the evaluation provisions stated in .Chapter 10 of this Regulation, the Articles of Association / Trust Deed, and issue prospectus Article 80 For the purposes of evaluation of the Fund's assets, the investment Funds Manager shall not commit any act that may bring benefits to it at the expense of the current or potential .unitholders Article 81 The investment Funds Manager shall take all reasonable steps and exercise due diligence to ensure that the Investment Units were priced correctly according to the pricing and trading provisions stated in Chapter 11 of this Regulation, the Articles of Association / Trust Deed, and .issue prospectus Section 3 Custodian / Trustee Article 82 A Custodian / Trustee shall be appointed, independent of the Investment Manager, from among the companies operating in the field of securities licensed by the Authority to exercise custody .and Trusteeship activity Article 83

The Custodian / Trustee shall be responsible for the control and preservation of the Fund's assets in favour of the unitholders according to the Articles of Association / Trust Deed, this .Regulation and the Securities Laws in force in this regard Article 84 :The Custodian / Trustee shall ensure that the Fund's assets do not violate the following .a- They shall be clearly defined in its books as Fund's assets, whether directly or indirectly .b- They shall be held separately from any other assets / properties owned or retained by it .c- They shall be registered in the name or order of the Fund Article 85 The Custodian / Trustee shall carefully monitor the process of operating and protecting the Fund's assets by the Investment Manager. It shall also, in order to ensure the protection of the unitholders' interests, carry out an independent review on an ongoing basis and not only rely on .the information submitted by the Investment Manager Article 86 The Custodian / Trustee shall have, at any time, full and adequate information on the Fund's investment policies set by the Investment Manager and the changes made to the same. It may, in case it finds that the policies followed are not in favour of the unitholders, guide the Investment Manager to take necessary corrective actions it deems appropriate, notify the Fund's Management of the same and convene an Extraordinary General Assembly, in order to obtain .the guidance of the unitholders in this regard Article 87 The Custodian / Trustee shall notify the Authority and the Fund Management immediately of any manipulation or violation committed by the Investment Manager or the Investment Funds Manager to the provisions of the Articles of Association / Trust Deed or the Securities Laws, or in case of conflict between the disclosure stated in the issue prospectus and the provisions of the Articles of Association / Trust Deed considered as evidence of failure to observe the interests of .the unitholders Article 88 The Custodian / Trustee shall, in case of management of the Fund according to the principles of .the Islamic Sharia, submit its reports on the Fund's transactions to the Sharia Committee Article 89 The Custodian / Trustee shall not hold Investment Units or other interests in the Fund for which .it provides services Chapter 7 Delegation of Tasks Article 90 The service provider may delegate any of the tasks assigned to it to a third party, provided that .the approval of the Authority is obtained Article 91

The delegation or assignment of service to a third party shall not exempt the service provider from its responsibility for the proper conduct of such party in carrying out the activities delegated or assigned to it. It shall remain liable for any improper conduct or neglect in the exercise of powers that may be committed by any third party as if the conduct or neglect were .committed by it Article 92 :The service provider shall ensure the following a- Presence of sufficient procedures to monitor the conduct of the third party delegated by it, in order to ensure the proper performance of the tasks assigned to it in a sound and effective .manner b- Presence of rules to ensure the third party's compliance with the Articles of Association / Trust .Deed, the issue prospectus, this Regulation and the Securities Laws in force in this regard Article 93 The service provider shall ensure that the following is met by the third party before delegating :any tasks or competencies to it .a- The duly required licence by the competent authorities .b- Sufficient financial resources to carry out the tasks entrusted to it .c- A special record to perform the tasks assigned to it d- Adequate human resources, systems and internal procedures to carry out the tasks .entrusted to it Article 94 The service provision agreement between the service provider and any third party shall include :at least the following details .a- The provided service .b- The fees and remuneration of the delegated party .c- The restrictions or prohibitions on the delegated tasks d- The reporting requirements including the clarity of reports between the Investment Manager .or the Custodian / Trustee, and the methods of evaluation of the delegated party's performance Article 95 Without prejudice to the provisions of Article (94) of this Regulation, the service provider shall, in case of delegating an entity outside the Sultanate to carry out any of the tasks entrusted to it, :ensure that the agreement concluded with such entity includes the following clauses a- The need to transfer the knowledge and experience of the foreign entity to the licensed entity .inside the Sultanate b- The authority of the service provider to inspect and examine such entity to ensure that it complies with the requirements in force in the Articles of Association / Trust Deed, issue .prospectus, this Regulation and any other laws Article 96 The employees of any entity delegated by the Investment Manager shall not serve as members

.of the management of any Fund managed by the entity Article 97 The service provider shall alone be liable for the payment of expenses of the delegated party's .work Chapter 8 Fund Management and the Sharia Committee Article 98 The Investment Manager shall - in addition to the appointment of the Custodian / Trustee - ensure that there is a Fund Management that supervises and controls the works of the Fund and .the service providers Article 99 The Fund Management shall consist of members of not less than (3) three and not exceeding (7) seven, including at least two independent members, provided that at least one third of the .Management members are independent Article 100 All members of the Fund Management shall be elected by secret ballot in an Ordinary General Assembly of unitholders, for a period not exceeding (5) five years. The member may be re- .elected for another term Article 101 :The member of the Fund Management shall not be a- Member of the management of another property Fund managed by another Fund .Manager b- Member of the Board of Directors or partner of another Fund, or Fund Manager of .another Fund .c- Member of the Sharia Committee of the Fund itself d- An employee of any third party entrusted by the Investment Manager to carry out any of the works assigned to it Article 102 :The Fund Management shall ensure that the Fund is managed according to the following .a- Its investment objectives .b- The Articles of Association / Trust Deed .c- The issue prospectus .d- All provisions and rules set forth in the relevant Laws, Regulations and Decisions Article 103 :The tasks and responsibilities of the Fund Management include in particular the following a- Selection of the appropriate strategy to achieve the proper performance of the Fund,

.according to its investment policy b- Ensuring that the followed investment strategy is appropriate and applied effectively by .(the Investment Manager or the entity delegated for the same (if any c- Effective follow-up, measurement and evaluation of the Investment Manager .(performance or the entity delegated for the same (if any d- Appointment, dismissal and determination of the fees of the service provider, except the Investment Manager, who shall be appointed or changed and his fees determined by the Extraordinary General Assembly of unitholders, upon the recommendation of the Fund .Management Article 104 The Investment Manager shall form a Sharia Committee or refer to a Sharia Committee for a third party in case of establishment and / or management of a Sharia-compliant property .investment Fund Article 105 :The Sharia Committee shall observe the following .a- Its members shall be independent from the Investment Manager .b- It shall be formed of at least (3) three members Article 106 Members of the Sharia Committee may not be members of the management of the Fund .managed by the Investment Manager itself Article 107 :The tasks of the Sharia Committee shall include a- Providing advice in all areas of properties investments and management of the Fund according .to the principles of Islamic Sharia b- Providing experience and legal guidance in all matters, particularly on the Articles of Association / Trust Deed, issue prospectus, Fund structure, investment and other operational .matters c- Ensuring that the Fund is operated in accordance to the principles of Islamic Sharia, the Authority's regulations and the decisions issued by the entities specialised in providing Sharia .supervisory services d- Reviewing the report of the Investment Manager or Custodian / Trustee on the extent of .compliance of the Fund and its investment transactions with the principles of Islamic Sharia e- Preparing a report to be included in the annual or interim report of the Fund, including its opinion on whether the Fund is operated according to the principles of the Islamic Sharia for the .relevant financial period, or not Article 108 The member of the Fund Management and the Sharia Committee shall meet the following :conditions .a- He shall be of good conduct and reputation

b- He shall have the necessary qualifications and experience to carry out the tasks entrusted to .him Article 109 :The members of the Fund Management and the Sharia Committee shall observe the following .a- The standards of integrity and fairness in the performance of their duties and responsibilities b- Acting with skill and caution in the performance of their duties and responsibilities according .to the laws, rules and regulations in force Article 110 The membership of the Fund Management or Sharia Committee shall be prohibited to :whomever is subject to the following a- A lawsuit was filed against him under the bankruptcy laws or a judicial ruling was rendered of .his bankruptcy, unless he has recovered his civil rights b- A judicial ruling was rendered convicting him in a crime involving moral turpitude or .dishonesty, unless he has recovered his civil rights Article 111 Any member of the Fund Management or Sharia Committee shall step down immediately if he .becomes unfit for his position Article 112 If the seat of a member of the Fund Management or Sharia Committee becomes vacant before the end of the term, another member shall be selected to complete this period, according to the .procedures set forth in this Regulation Article 113 Any person appointed as member in more than one Sharia Supervisory Authority of Funds operated by the same Investment Manager, shall act independently for each Fund in which he is .appointed Chapter 9 Investment Rules Article 114 The Fund's assets shall be relevant and consistent with its investment objectives and policy. The Investment Manager shall ensure a reasonable and appropriate distribution of risks within the .Fund's portfolio Article 115 :The Fund shall not .a- Provide loans or financial facilities b- Develop the properties, unless the purpose of development is to undertake a renovation, restoration, supply or expansion operation of the existing properties within its investment .portfolio .c- Purchase an empty land

d- Invest outside the Sultanate by more than (25%) twenty-five percent of the total value of .its assets without the consent of the Authority Article 116 :The Investment Manager shall a- Notify the Custodian / Trustee in writing of any purchase or sale of the Fund's assets within a .period not exceeding (3) three working days from the date of execution of the transaction b- Ensure that the Fund's assets have sufficient evidence and documents attesting to the right of .the Fund Article 117 :The Fund may only invest in the following .a- Properties .b- Special Purpose Vehicles .c- Assets related and not related to properties .d- Cash, deposits and cash market instruments Article 118 At least (50%) fifty percent of the total value of the Fund's assets shall be invested, at all times, .in income-generating properties and / or Special Purpose Vehicles Article 119 The Fund's investments in assets not related to properties and / or cash, deposits and cash .market instruments, shall not exceed (25%) twenty-five percent of the total value of its assets Article 120 The Investment Manager shall ensure that the properties to be purchased by the Fund meets the :following conditions .a- They shall be fully leased b- They shall have a good historical record and / or promising prospects for the Fund to .have a good income and a promising income from properties .c- They shall be economically feasible according to the market studies d- They shall be free from any obligations or rights to others at the time of purchase, except .for the obligations associated with the loan facilities Article 121 Notwithstanding the provisions of Clause (a) of Article (120) of this Regulation, the Fund may :purchase properties not fully leased according to the following conditions .a- There is a strong possibility of obtaining a lessee b- Any capital disbursement to enhance the condition of the property shall not materially affect .the revenue of unitholders c- The purchased property will yield a reasonable revenue for unitholders within a reasonable

.period of time Article 122 :The Investment Manager shall ascertain the following upon purchasing any property a- The purchase process shall include all the rights, interests and benefits related to the .ownership of the property b- The Fund shall have a majority of ownership and control over the purchased property, in order to be able to exercise all the rights and interests associated thereto without restrictions or .impediments Article 123 The Fund may purchase properties in the cases where it does not have a controlling majority :therein, according to the following conditions a- The total value of these properties shall not exceed (25%) twenty-five percent of the total .value of the Fund's assets after the acquisition .b- The acquisition shall achieve the best interest of the unitholders c- There shall be a clear disclosure in the Fund's issue prospectus on the risks associated to the .ownership of properties without having a controlling majority thereon Article 124 In case the Fund owns a property under an existing usufruct contract, the Investment Manager shall ensure that the Fund obtains the consent of the competent authorities to transfer the usufruct contract in the name of the Fund before listing the Fund's Investment Units in the .(market or before purchasing the leased property (for the existing Funds Article 125 The Fund may, for the properties under construction, enter into measures or agreement in any :stage of construction for the purchase of the property, provided that the following is observed a- The income from the properties in the Fund's portfolio shall be sufficient to ensure that there .is no significant decrease in the Fund's revenues during the construction period b- The purchase agreement shall rely on the completion of construction of the property, and the .risks associated to the construction process shall be hedged c- The process of construction of the property shall be under conditions deemed the best for the .Fund, and on a purely commercial basis between independent parties .d- The expectations for the property upon its completion shall be the best for the unitholders e- The total value of the properties under construction to be purchased through the Fund shall .not exceed (10%) ten percent of the total value of the Fund's assets after purchase In all cases, the consent of the unitholders shall be obtained in an Extraordinary General Assembly in case the interest of the Fund requires the implementation of the purchase process .at a rate exceeding that rate before completing the purchase f- Not to dispose of the sale of the property under construction until after two years from .completion Article 126

The Investment Manager shall, for the properties outside the Sultanate, ensure compliance with the relevant rules, controls and laws, and shall obtain the necessary approvals from the .competent authorities in these countries before completing the purchase Article 127 All purchased properties shall be insured for their full replacement value, including the rental .loss risk, at insurance company /companies approved by the Custodian / Trustee Article 128 The consent of the unitholders shall be obtained under an Extraordinary General Assembly decision, in case the value of any property to be sold exceeds (35%) thirty-five percent of the .total value of the Fund's assets Article 129 The Fund shall not purchase properties at a price exceeding (110%) one hundred and ten percent the price stated in the valuation report, and shall not sell any property at a price less than (90%) .ninety percent of the value stated in the valuation report In all cases, the consent of the unitholders shall be obtained in an Extraordinary General Assembly in case the interest of the Fund requires the implementation of the sale and purchase .outside these rates, before completing the process Article 130 The Investment Manager shall - in case he wishes to acquire a Special Purpose Vehicle owning :properties - take the following into consideration .a- The acquisition shall be in the interest of the unitholders b- There should be a valid commercial reason for the acquisition of the company instead of the .properties c- The properties owned by the Special Purpose Vehicle shall meet the requirements set forth in .Articles (120) to (127) of this Regulation d- The Fund shall acquire the entire Special Purpose Vehicle and in case this was not possible, the Fund shall acquire ownership rights guaranteeing the majority of ownership and control, to be able to exercise effective control on the Vehicle and exercise all the rights and interests on .the properties without impediments e- The Fund shall not bear any obligations that might be incurred by the Special Purpose Vehicle .at the time of purchase, except for the financial obligations associated with the loans' facilities f- The Special Purpose Vehicle shall be valuable in view of the value of the properties owned by .it Article 131 The Investment Manager shall comply with the provisions of Article (128) of this Regulation upon .selling any part of the Fund's investment in the Special Purpose Vehicle Article 132 The Fund's assets may consist of assets related or not related to properties, provided that the :following conditions are met .(a- The securities shall be listed on an official market (stock exchange

b- The value of its investments in securities issued from a single issuer shall not exceed (5%) five .percent of the total value of its assets c- The value of its investments in securities issued from one commercial group shall not exceed .(10%) ten percent of the total value of its assets d- Its investments in any securities or any category of securities shall not exceed (10%) ten .percent of the securities issued from a single issuer Article 133 The Investment Manager shall ensure that it complies with the investment's limits and restrictions stated in the Articles of Association / Trust Deed, the issue prospectus and this .Regulation at all times, based on the most recent value of the Fund's assets Article 134 The rates stipulated in Article (132) of this Regulation shall not apply to securities issued by the .Government of Sultanate of Oman Article 135 The Fund may invest part of its assets in deposits with a financial institution or a bank licensed .to do so Article 136 The Investment Manager shall, in case the Fund wishes to purchase a property outside the Sultanate, ensure that the purchase achieves the best interest of the Fund and its unitholders. :The Investment Manager shall, in such event, take the following factors into consideration a- Barriers imposed on foreign ownership in these countries and restrictions on foreign .currencies, transfers and provisions related to competition and monopoly b- The economic, political and legal environment, judicial and accounting systems, and .properties market in these countries c- Operational constraints, transparency of accounting systems and preparation of financial .reports .d- Tax restrictions or barriers that may affect the Fund's operations in these countries e- The existence of a licensed foreign entity that may be delegated to carry out the tasks and works of the Investment Manager, ensuring the capacity of the Investment Manager to supervise the same adequately and continuously, and that there are no obstacles or restrictions on the .contracting therewith f- The mechanism or strategy of disassociation from the foreign market, and the measures .necessary to sell the investments present in these countries g- The practical and effective measures that will address any issue and mitigate any risks that .may arise from the investments in these countries Article 137 The Fund that acquires properties outside the Sultanate may hedge against the exchange rate .fluctuations of those countries' currencies Article 138

The Fund may participate in future contracts for risk management purposes only, which are .limited to the extent of exposure of the Fund's foreign currency hedge Article 139 The assets related to properties and those not related to properties may be invested in any :market outside the Sultanate, in case the market meets the following conditions .a- Presence of supervisory control on the market by the concerned entities .b- Knowledge of the market's economics and investment feasibility .c- Implementation of the governance requirements d- Presence of adequate measures ensuring the absence of any restrictions on the transfer of the .profits or capital from the Fund's foreign market e- The supervisory authority of this market shall be member of the International Organisation of .(Securities Commissions (IOSCO Article 140 The Fund may borrow to purchase properties and Special Purpose Vehicles and to meet capital expenditures through borrowing only from banks and financial institutions licensed for the same .or through the issuance of bonds / Sukuk Article 141 The total amount of the Fund's debt (including the issuance of bonds / Sukuk) shall not exceed (60%) sixty percent of the total value of its assets at the time of borrowing. The total of these debts may, exceptionally, exceed this rate with the consent of the Extraordinary General .Assembly Article 142 Taking into consideration the provisions of Article (141) of this Regulation, the Investment Manager may, with the consent of the Fund Management and Custodian / Trustee, mortgage any .of the Fund's assets as a security to obtain a loan Article 143 The Investment Manager shall adjust the situation of the Fund within a period not exceeding (12) twelve months from the date of failure of the Fund to comply with the provisions of Article .(118) of this Regulation Article 144 Except for the scope of competence of the Extraordinary General Assembly, the Authority may allow the Fund to exceed the percentages imposed under this Regulation stated in this Chapter, at a rate of increase or decrease not exceeding (5%) five percent of the value of the Fund's .assets Chapter 10 Evaluation Article 145 The Fund Manager shall ensure that a fair and accurate evaluation is made for all the Fund's .assets and liabilities

Article 146 All the properties to be purchased or sold, including those owned by a Special Purpose Vehicle, .shall be evaluated Article 147 A re-evaluation shall be made for all the properties in the Fund's investments portfolio at least .once every three (3) years All the evaluation and re-evaluation processes shall be made through an independent evaluator .duly appointed by the Fund Manager The Custodian / Trustee may, at any time, if he has the sufficient justification, appoint an .independent evaluator for the properties owned by the Fund at the expense of the latter Article 148 The same evaluator shall not be appointed to carry out an evaluation process for the same .property more than two consecutive times .He may be referred to again after evaluation of the same property by another evaluator Article 149 The evaluator who is appointed by the Fund Manager shall prepare a detailed evaluation report .of the property to be submitted to the Fund Manager and the Custodian / Trustee Article 150 The evaluation report shall be prepared according to the relevant international evaluation .standards Article 151 The evaluation report shall not be prepared more than (6) six months before the date of signing the sale or purchase agreement of the property or the date of preparation of the balance sheet, .in order to be taken in consideration Article 152 In case of circumstances that materially affect the properties, the Custodian / Trustee shall ensure that the appointed evaluator will take in consideration such circumstances during the .preparation of the evaluation report Article 153 All the assets related and not related to properties shall be evaluated continuously and reliably, .in order to reach an objective, independent and verifiable evaluation of these assets Article 154 The Fund Manager shall notify the Custodian / Trustee immediately of the Net Asset Value of the Investment Unit after completion of the evaluation process of the assets set forth in Article (153) .of this Regulation Article 155 The Fund Manager shall, if it finds that any evaluation made to the Fund's assets was improper, :take the following actions immediately

.a- Notify the Authority, the Fund management and the Custodian / Trustee of the same b- Take immediate remedial action to rectify any consequences of improper evaluation. The .rectification may involve the Fund receiving financial or non-financial compensation Article 156 The Fund Manager announce the Net Asset Value of the Fund per one Investment Unit through the market's website on a quarterly basis, within a period not exceeding (15) fifteen days from the end of the concerned quarter. The Net Asset Value of the Investment Unit shall be rounded .to (3) three decimal places Chapter 11 Pricing and Trading Article 157 The price of the Investment Units offered for subscription shall not be less than (100) one .hundred Baisa per unit Article 158 The trading of Investment Units shall be carried out according to the rules and instructions in force at the market Article 159 The Issue Manager shall, in case the process of offering Investment Units to Related Parties coincides with a public offering, ensure that the unit price to the Related Parties is not less than .the unit price offered to the public Article 160 The Investment Units of private Funds shall be traded after being listed in the market on a Net .Asset Value basis Article 161 The Custodian / Trustee shall request the market to suspend the trading of Investment Units in case of sufficient exceptional circumstances to do so, with the necessity to take in consideration .the interests of the unitholders and potential investors Article 162 The Investment Units shall be returned for trading as soon as possible after termination of the exceptional circumstances that shall not exceed, in all cases, (21) twenty-one days from the commencement of suspension. The suspension period may be extended for further periods with .the consent of the Authority Article 163 The Custodian / Trustee shall, in case of suspension of the Investment Units' trading according to Article (161) of this Regulation, notify the Authority immediately and in writing before the commencement of trading on the day following the suspension of the Investment Units, while .stating the reasons of suspension and the date expected for their return to trading Chapter 12 Transactions with Related Parties

Article 164 If the Investment Manager manages more than one Fund and the transaction involves two or more of the Funds managed by it, the transactions between these Funds shall be considered .transactions of Related Parties for each Fund participating in the transactions Article 165 :All transactions with the Related Parties shall be carried out according to the following .a- On a purely commercial basis .b- In the interest of the unitholders c- At a price equal to the value estimated in the evaluation report for the real estate .transactions Article 166 a- The prior consent of the unitholders shall be obtained by an Extraordinary General Assembly decision if the value of the real estate transaction with the Related Parties equals or exceeds .((5%) five percent of the total value of the Fund's assets (after purchase b- The Fund management shall ensure that the real estate transaction was carried out on a purely commercial basis and on an equal footing and does not harm the interests of unitholders, if the value of the real estate transaction with the Related Parties is less by (5%) five percent .(than the total Fund asset value (after purchase Article 167 For the purpose of application of the provisions of Article (166) of this Regulation, the following :shall be observed a- The transaction shall be carried out according to the total value of the Fund's declared assets in the latest published financial statements of the Fund, and any transactions subsequent to the process of publication of the financial statements shall take in consideration any changes that .may have occurred to the total assets of the Fund b- The value of transactions with parties related to the Fund shall not exceed, during the last .(12) twelve months, a rate of (5%) five percent of the total Net Asset Value of the Fund Chapter 13 Fees and Expenses Article 168 The annual fees and remuneration of the service providers shall be determined based on the :contract concluded with the Fund, and in all cases, they shall commensurate with the following .a- The tasks, duties and responsibilities of each .b- The nature, type and amount of services provided by each .c- The size and composition of the Fund's assets .d- Their success in achieving the Fund's investment objectives .e- Role of the Fund in maximising the returns of the unitholders f- The maximum limit specified in the Articles of Association / Trust Deed. The fees shall be

.clearly disclosed in the issue prospectus and in the Fund's report Article 169 The members of the Fund's management and the Sharia Committee may obtain annual fees and remuneration to be borne by the Fund as decided by the Ordinary General Assembly, without .contradicting the Articles of Association / Trust Deed Article 170 Only the expenses related directly to the Fund's works necessary for the operating, management :and maintenance of its assets shall be paid from the Fund, and particularly the following .a- Maintenance of the Fund's properties .b- Taxes and duties imposed on the Fund by the concerned entities and authorities c- The other fees and expenses borne by the auditors appointed to audit the accounts of .the Fund or the Special Purpose Vehicles d- The fees related to the evaluation of any investments related to the Fund through an .independent evaluator for the benefit of the Fund e- The fees and costs paid to the service provider, the property management company and .others .f- The costs incurred to amend the Articles of Association / Trust Deed .g- Fees of listing in the market .h- General Assemblies' fees Article 171 The Custodian / Trustee shall ensure that the expenses incurred by the Fund are legitimate and it shall ensure that the expenses borne by the Fund are not overstated or do not exceed the normal commercial rates. If it finds otherwise, it may assess the appropriateness of approval of .the expenses to be borne by the Fund Chapter 14 Reporting and Auditing Article 172 :The Investment Manager shall prepare the following reports for the Funds managed by it .a- An annual report for the private Funds .b- An annual and interim report for the public Funds Article 173 The Articles of Association / Trust Deed shall determine the beginning and end of the Fund's .fiscal year If the Fund is established during the first half of the first fiscal year, its fiscal year shall end by the end of this year but if it is established during the second half, its fiscal year shall end by the end .of the following year Article 174

:The Fund's annual report shall contain at least the following .a- Information on the Fund .b- Report on the Fund's performance .c- Report of the Investment Manager .d- Report of the Custodian / Trustee .(e- Report of the Sharia Committee (if any .f- Audited financial statements for the accounting period g- Report of the external auditor. h- Report of the Fund Management Article 175 :The Fund's interim report shall contain at least the following .a- Information on the Fund .b- Report on the Fund's performance .c- Report of the Investment Manager .d- Report of the Custodian / Trustee .(e- Report of the Sharia Committee (if any .f- Financial statements for the concerned interim accounting period .g- Report of the Fund Management Article 176 The Investment Manager shall, within a period not exceeding (2) two months from the end of :the financial period covered by the report .a- Prepare and publish the annual and interim reports of the Fund on the market's website b- Send the annual and interim report to the unitholders free of charge by registered mail within .(2) two days from the date of receipt of the request of the unitholder Article 177 The Investment Manager and the Custodian / Trustee shall ensure that the Fund's financial statements were audited annually through an auditor who is independent from the Investment .Manager and Custodian / Trustee from among the auditing offices approved at the Authority Article 178 The Ordinary General Assembly of the unitholders shall appoint an auditor and the same auditor shall not be appointed for more than (4) four consecutive years until after (2) two fiscal years. It may also dismiss the auditor by a grounded decision before the end of the four years and the Investment Manager shall notify the Authority of the same immediately. If the Authority finds .that the reasons of his dismissal are incorrect, it may request his return Article 179 The Investment Manager and the Custodian / Trustee shall take the necessary steps to ensure

:that its employees, representatives or any other service provider, carries out the following .a- Provide the required assistance to the auditor to perform his duties .b- Allow the auditor to access the records and information at all times c- Not interfere in the auditor's work. d- Not provide incorrect or misleading information to the .auditor .e- Notify the auditor of any matter that materially affects the financial standing of the Fund Article 180 The Investment Manager and the Custodian / Trustee or any other service provider shall request in writing from any person authorised or appointed by them for any tasks, to cooperate with the .Fund's auditor Chapter 15 Documents and Notices to the Authority Article 181 The Investment Manager shall notify the Authority immediately, and within a period not :exceeding (2) two days from the date of his knowledge of any of the following .a- Appointment and resignation of the members of the Fund Management .b- Appointment and resignation of the CEO or Director General or the like .c- Appointment and resignation of any member of the Sharia Committee .d- Appointment and delegation of a company not licensed by the Authority .e- Ineligibility of the member of the Fund Manager or Sharia Committee f- Appointment and exemption of the Director of the Real Estate Management Company and any .representative .g- Appointment and resignation of the Compliance Officer Article 182 :The Investment Manager shall deposit the following documents at the Authority a- Minutes of meeting of the General Assembly, within a period not exceeding (14) fourteen days .from the date of the Assembly .b- The last updated and approved version of the Articles of Association / Trust Deed Chapter 16 Dissolution and Liquidation of the Fund Article 183 The Fund Management shall submit a recommendation to the Extraordinary General Assembly for the dissolution or liquidation of the Fund for any reason estimated by it, particularly the :following a- Expiry of the period of the Fund or the purpose of establishment thereof as set forth in

.the Articles of Association / Trust Deed and issue prospectus .b- The Fund's suspension of the exercise of its works without a legitimate reason c- Decrease of the Net Asset Value to a level where the expenses incurred by the investor .are unjustifiably high .d- Upon a recommendation from the Investment Manager .e- Issuance of a judgment from the competent Court in this regard .f- Upon the Authority's request The General Assembly shall issue its decision of dissolution and liquidation of the Fund, including the appointment of the liquidator and determination of its fees and the liquidation procedures. The powers of the Fund Management and service provider shall end immediately .upon appointment of the liquidator Article 184 The liquidation proceeds shall be used to meet the obligations payable to the Fund after settlement of the expenses related to the dissolution or liquidation. The remaining balance shall .be divided among the unitholders pro rata to their Investment Units Chapter 17 Final Provisions Article 185 The records of all the unitholders listed on the market shall be maintained with Muscat Clearing .and Depository Company Article 186 Cash dividends may be distributed to unitholders only from the distributable profits. The task of distribution of dividends to unitholders shall be assigned to Muscat Clearing and Depository .Company Article 187 The Investment Manager and the Custodian / Trustee, and any authorised representatives shall avoid any conflict of interest that may arise during any transaction, and shall ensure, in case of .occurrence, that the Fund is not harmed by such transaction Article 188 The transactions, trading, investments and appointments concerning the parties related to the Fund shall be carried out under conditions that are best for the Fund and shall not be less, in terms of interest of the Fund, than purely commercial transactions carried out between the .independent parties Article 189 The service providers or their authorised representatives shall not obtain any discount or participate in any commission with any mediator in return for directing the transactions in the Fund's assets to it. Any discount or participation in the commission shall be addressed to the .account of the concerned Fund Article 190

The Investment Manager or the entity authorised by it may obtain goods and services (indirect commissions) provided by any mediator, if this is of clear benefit to the unitholders, provided :that the following is taken in consideration .a- Dealing with the mediator was under conditions that are best for the Fund b- Such practice was sufficiently disclosed and in details in the issue prospects and the .Fund's reports The indirect commissions that shall not be accepted include entertainment, travel, .accommodation, clubs' membership and the like Article 191 The Compliance Officer at the Investment Manager shall verify and inform the Fund Management that the goods and services obtained by the Investment Manager or any entity .authorised by it was made according to the provisions of this Regulation Article 192 The service providers shall make the following documents available at their main offices during the official working hours in order to inform the investors and unitholders of the same free of :charge a- The Articles of Association / Trust Deed and supplementary documents of the Trust Deed (if .(any .(b- The current issue prospectus and complementary issue prospectus (if any .(c- The latest annual or quarterly financial statements of the Fund (if any d- The main contracts and all reports, letters, documents and statements from any expert, and any part thereof extracted or referred to in the issue prospectus, unless they are of confidential .nature or their publication may prejudice the interest of the Fund's works e- The financial accounts of the Fund and the Investment Manager for the last (3) three years (if .(any