Health Care Real Estate Fund -Islamic

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Dr. Zia Ahmed Khan www.ventureart.biz whatsapp: +96567086552
Healthcare Real Estate fund
Healthcare Real Estate Fund
(Regular Income Fund)
Collective Investment Unit Wakalah Instrument
By: - Dr. Zia Ahmed

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INDEX
Overview of the product – The contract the product based on:-......................................................3
ISLAMIC HEALTHCARE REAL ESTATE INVESTMENT FUND............................................5
Shari'a Board Fee ........................................................................................................................5
Management Fee .........................................................................................................................5
GENERAL INFO ........................................................................................................................6
Overview .........................................................................................................................................7
FORM OF INSTRUMENT .......................................................................................................8
SHARI’A GUIDELINES ............................................................................................................8
Market for the Product and the competition..................................................................................11
Risk Factors ..................................................................................................................................13
General Operating and Investment Risks .................................................................................13
Market Volatility and Limited Liquidity...................................................................................21
Accounting, Disclosure and Regulatory Standards...................................................................22
Conflicts of Interest ...................................................................................................................22
Tax Consequences ...................................................................................................................23
Currency Risk at the Investor Level .........................................................................................23
Real Estate Risks .......................................................................................................................25
RISK MANAGEMENT.................................................................................................................28
Available Resources.......................................................................................................................29
Expected Returns...........................................................................................................................32
Bibliography..................................................................................................................................32

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Overview of the product – The contract the product based on:-
Name of the fund: 1- The Real Estate Fund for Medical clinics and
Healthcare facilities
3- Real Estate fund for Healthcare services
Concept: Establishing a Real Estate Fund with a total capital of
US $100 million which will target buying and
developing properties to establish medical service
centers then renting these properties to medical
institution to benefit from its revenues and add value
to its assets.
Targeted Countries:Geographies
- India
- Turkey
- Indonesia
- Malaysia
- Egypt
- GCC
- MENA
- Any other country that would generate the
targeted return
- In order of preference.
Subsector Investment - Real Estate Investment with long rent
contract and green field developments
- Senior Living
- Old age home
- Nursing home for age old
- Special Economic Zone – Free zone – Biotech
Park, Biotech and pharmaceutical special
economic zone. IT/ITES and bioinformatics
parks.
- Wellness and spa
- Hospitals
- Laboratories

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Target Investors - Retirees,
- Widows and Single women looking for steady
income
- Low risk investors
- Pension Fund
- Social Security
- Fund of Funds
- Real Estate Funds
Fund Manager - Venture Art
Promoters: - Venture Art Holding Company
Basic Fund Information:
 Capital
 Fund Duration
 Registration Fees
 Management Fee
 Hurdle Rate
 Fund Manager
Incentive
:US$ 100 Million
:Open Ended
: 3%
: 2% (part of which to the fund manager)
: 8% per annum
: 30% :70% above hurdle rate between fund
manager and fund
Targeted Return  Regular quarterly distribution of return
70% of rental income after completion of
18 months. (7.5% per annum distributed
quarterly)
 Fund will be traded on stock market at NAV
and investor can sell the unit after listing
any time.
 Listing within 12 months of fund closing.
 Redemption Fees
 Redemption
 Existing
: 3%.
:Open ended , traded on stock market
: End of period.

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ISLAMIC HEALTHCARE REAL ESTATE INVESTMENT FUND
THE OFFERING
All Units are subject to the Shari'a compliant Wakalainstrument creating the
Units. The rights and obligations of the Unitholders in .the Fund Company
are as set forth in the Instrument and the subscription undertaking, as
amended from time to time, entered into by each Unit holder with the Fund
Company, acting on behalf of the Fund ("Subscription Document"). Unit
holders are not shareholders in the Fund Company.
Shari'a Board Fee
The Fund Company, acting on behalf of the Fund, shall pay a one-off fee of
USD 50,000, inclusive of all applicable taxes (if any) to the Sharia Board,
who procured on going guidance from the Shari'a Board in respect of the
structuring and documentation of the Fund in a Shari'a compliant manner.
Further consideration, to be agreed, will be paid to the shariah board in
respect of each transaction the Fund Company will be engaged in. The
shariah will also be entitled to be paid a monthly fee of USD 50,000 in
respect of their continued monitoring of the Fund under the guidance of the
Shari'a Board to ensure that it operates in a Shari'a compliant manner.
Management Fee
During the Investment Period, the Fund will pay
the Investment Manager an annual
Management Fee of 2 per cent. Per annum of
each investor's, (including the Seed Investors')
Capital Commitment. Thereafter, the
Management Fee will be 1.5 per cent. per

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annum of the Capital Contributions that remain invested in Portfolio
Companies, including any permitted follow-on investments. The
Management Fee will be payable to the Investment Manager quarterly in
advance.
GENERAL INFO
This Private Placement Memorandum (together with the appendices hereto,
this "Memorandum") is being furnished to selected prospective investors on
a confidential basis for the purpose of providing certain information about an
investment in units (the "Units") of the
Islamic Buyout Fund (the "Fund"). The
Fund is a closed-ended fund created by
Shari'a compliant Wakala instrument by
“HEALTH-CARE REAL ESTATE COMPANY”.
(c) (the "Fund Company"), acting as wakil.
The investors in the Fund (the
"Unitholders") act as muwakil. The Fund is
classified as an "Exempt CIU" under the
Collective Investment Undertakings Module
("CIU Module") of the Central Bank of Bahrain Rulebook ("CBB Rulebook).
The Fund is domiciled in the Kingdom of Bahrain ("Bahrain") and Units are
only being offered to accredited investors as defined in the CIU Module
("Accredited Investors").
Exempt CIUs are only regulated to the extent that they must register with
the Central Bank of Bahrain ("CBB") prior to being offered to Accredited
Investors and are only subject to high-level disclosure and reporting
requirements. They are not subject to any regulatory restrictions on their

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investment policies and may exhibit high risk characteristics that are only
suitable to investors that qualify as Accredited Investors.
Overview
The Fund is organized as a open-ended exempt collective investment
undertaking, to make equity and equity-equivalent investments in a
diversified portfolio of Shari'a compliant companies (as outlined in the
section headed "Investment Policies" in the "INVESTMENT STRATEGY"
section below) in a broad range of sectors with high growth potential
attributable to increasing per capita income, favorable demographics and
consolidation opportunities. The Fund Company has been established as a
closed joint stock company incorporated in Bahrain. The investment
manager of the Fund, as appointed by the Fund Company (acting as wakil
and acting on behalf of the Fund Company) is SAZ Investment House
K.S.C.C, a company incorporated in the State of Kuwait (referred to in this
Memorandum as "SAZ" or the "Investment Manager").
The Fund will target an annualized internal rate of return ("IRR") of 20 per
cent. net of all fees paid by the Fund Company, acting on behalf of the Fund,
to the Investment Manager and all fees and expenses of the Fund's auditors,
legal counsel and other advisors and all taxes payable by the Fund
Company, acting on behalf of the Fund, and its portfolio companies
("Portfolio Companies"). The Fund Company generally will seek to acquire,
or to participate in an investor group which acquires a significant equity or
equivalent position (which may include minority positions) in its Portfolio
Companies. The Fund will target investment in Portfolio Companies where
the Investment Manager perceives opportunities to add value through active
participation in the Portfolio Company's operations.

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FORM OF INSTRUMENT
The following is the form of Instrument entered into by the Fund Company,
acting on behalf of the Fund, to create the Units under the laws of Bahrain.
THIS Wakala INSTRUMENT is made this day 2009
(the "Fund Company"), acting as Wakil and on behalf of the Fund (as
defined below), whose registered office is
---------------------------------------Center, Manama, Kmgdom of Bahrain.
WHEREAS the Fund Company has by a resolution of its Board of Directors
passed on [ --] 2008, created a nominal amount of up to [a]units in the
Islamic Buyout Fund, an exempt fund domiciled in the Kingdom of Bahrain
(the "Fund"), to be constituted as hereinafter provided and which Units shall
not be subject to any subordination. Holders of Units issued ("Unit holders")
are not shareholders of the Fund Company. Unit holders are entitled to the
proportionate share of all assets acquired under and/or pursuant to this
Instrument. The Fund Company is not authorized to engage in any activity
that is unrelated to the Fund or is not in accordance with the principles of
Shari'a.
SHARI’A GUIDELINES
With respect to the business of the Fund, including execution and
administration of Investment Contracts (as hereinafter defined), the
Investment Manager will act in accordance with the following Shari’a
principles, as such principles shall be interpreted and applied by the
Investment Manager in consultation with the Shari’a Committee (for the
purposes of this Appendix B, the expression “Investment Contract” will mean
and include:

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(a) any leases or subleases to entities unaffiliated with Global of all or a
portion of a property regardless of whether such lease or sublease is in
effect on the date of acquisition of the related investment or arranged or
renewed thereafter;
(b) any mudarabah or musharakah agreement (or any other Shari’ah
compliant profit and loss sharing agreement or arrangement);
(c) any istisna’a, murabaha, salam or similar contract; and
(d) any other agreement, contract or instrument, in each case, in respect of
the acquisition of and/or other Investment in any property and entered into
by the Company or any SFV with any person for or in connection with the
implementation of such Investment:
1. The Investment Manager shall not recommend that the Fund acquire an
investment in any property with Investment Contracts running to or
otherwise entered into with an “Unacceptable Counterparty,” nor will any
space in any property after the making of any investment therein be leased
to or otherwise made available to an “Unacceptable Counterparty.” An
“Unacceptable Counterparty” is defined as (a) any entity whose primary
business is the production, packaging, storage, sale or distribution of alcohol
products, pork products, pornography, or gambling products (“Unacceptable
Products”); (b) operators of gambling casinos; (c) operators of movie
theaters; (d) banks; and (e) hotels.
2. If any property will be leased to multi-product tenants, such as
supermarkets, the amount of Unacceptable Products in the leased space
must not exceed 10% of shelf-space as measured by the overall space
leased to that particular tenant.

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3. All cash balances in the Fund (collectively, “Account Funds”) will be held in
Islamically-acceptable profit earning investment accounts offered by
acceptable international financial institutions (“Acceptable Accounts”)
selected by the Investment Manager.
4. The Fund will use its best efforts to hold escrow or earnest money
deposits in connection with sales or purchases of properties in Acceptable
Accounts. The profits accruing on any such Acceptable Accounts shall be for
the benefit of the Fund or the third-party seller or buyer, as determined in
accordance with the applicable purchase or sale agreement. All such funds
released from escrow shall be transferred to an Acceptable Account unless
such funds are to be distributed and/or used (as the case may be) to
conclude the given transaction within the next seven days after such funds
were initially deposited. If it is not feasible to hold such escrow or earnest
money deposits in Acceptable Accounts, then any profits accruing to the
Fund on such deposits shall be donated to a charity designated by the
Investment Manager, in its sole discretion.
5. If the Investment Manager arranges or obtains any financing in
connection with the acquisition or ownership of a particular property
(“Financing”), such Financing shall be structured so as to be
Islamicallyacceptable.
6. In case a tenant is delinquent in the payment of monthly rental or other
sums due under its occupancy lease, such lease may charge the tenant an
additional amount sufficient to cover the legal pursuance costs in connection
therewith, as well as any administrative costs associated with legal action
taken to recover such delinquency or to terminate such lease and remove
the tenant thereunder from the property (collectively, “Remediation Costs”).
Occupancy leases may also provide for late charges to be paid by delinquent

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tenants. To the extent that the aggregate amount of Remediation Costs and
late charges actually received from any delinquent tenant shall exceed the
total Remediation Costs for which such tenant is liable under its occupancy
lease, such excess shall either be paid to such tenant, donated to a charity
designated by SAZ or otherwise disposed of in an Islamically-acceptable
manner.
7. The following instruments or any derivatives therefrom must not be used
in the portfolio unless structured so as to be Islamically-acceptable: (a)
future contracts of any kind; (b) option contracts of any kind; (c) swaps;
(d) short sales; or (e) any other instruments, any components of which
involve the payment or receipt of interest. Compliance with these Islamic
operating guidelines shall be monitored by one or more representatives of
Investment Manager in consultation with the Shari’a Committee from time to
time.
Market for the Product and the competition
This is low risk low return product very much suitable for the people
looking for stable regular income coming up to cover their regular
expenses. The target market for the instrument will be as below.
- Retirees,
- Widows and Single women looking for steady
income
- Low risk investors
- Pension Fund
- Social Security
- Fund of Funds
- Real Estate Funds
The competition and competing product
- Sukuk

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- Pension Plan and Pension Funds ( Shariah
Compliant)
- Bank Fixed Deposits ( Shariah Compliant)
- Money Market Instruments ( Shariah
Compliant)
- Real Estate Funds ( Shariah Compliant)

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Risk Factors
Only persons who are able to independently evaluate the risks and merits of
investing in the Fund are eligible to be offered, or should consider making,
an investment in the Fund. The following is not a complete set of risk
factors. Among the risks specific to an investment in the Fund that the
Investment Manager and Investment
Advisor wish to bring to the particular attention of prospective investors are
the following:
General Operating and Investment Risks
Risk of loss An investment in the Fund entails a high degree of risk. All or
substantially all of a Unitholder's investment in the Fund may be lost.
Accordingly, an investment in the Fund should be made only by persons who
are able to bear the risk of loss of all capital invested. No guarantee or
representation is made that the Fund will be able to implement its
investment strategy, achieve its targeted
returns, or that the overall investment
program of the Fund will be successful.
No Operating History. The Fund Company
is a newly formed entity. Accordingly, there
is no operating history upon which
prospective investors can evaluate the
possible performance of the Fund. In
addition, although Global's private equity team has organized and managed
a series of private equity funds, it has not previously organized or managed
a fund that is substantially similar, in both its size and investment strategy,
to the

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Fund. Leverage - The Fund may invest in Portfolio Companies the capital
structures of which may have significant leverage. Although the Fund
Company, acting on behalf of the Fund, may seek to use leverage at the
Portfolio Company level in a manner it believes is prudent and Shari'a
conlpliant, a leveraged capital structure will increase the exposure of the
relevant Portfolio Company to adverse economic factors such as rising
interest rates, downturns in the economy or deteriorations in the business of
such Portfolio Company or its industry. In addition, any use of leverage
(including Islamic leverage) by the Fund itself will increase the Unit holders'
risk of loss. .
Dependence on Key Personnel The success of the Fund depends in
substantial part upon the skill and expertise of the investment professionals
of the Investment Manager and the Investment Advisor who will conduct the
day-to-day operations of the Fund. However, there can be no assurance that
such professionals will continue to be associated with the Fund and/or the
Investment Manager andlor the Investment Advisor, as the case may be,
throughout the life of the Fund.
Lack of Diversification The Fund will participate in a limited number of
investments and, as a consequence, the aggregate return of the Fund may
be materially affected by the performance of a single investment.
Furthermore, to the extent that the aggregate Capital Contributions obtained
by the Fund are less than the targeted amount, the Fund may invest in
fewer Portfolio Companies and thus be less diversified.
Limited investment Opportunities It is possible that the Fund will never
be fillly invested if enough sufficiently attractive investments are not
identified and consummated. The business of identifying and structuring
private equity investments is highly competitive and involves a high degree

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of uncertainty and, accordingly, there is no assurance that the Fund will be
successful in making investments that satisfy the Fund's rate of return
objective or other objectives.
Delay in Investment in Assets. There may be a delay between the time
when a Unitholder is required to make a capital contribution to the Fund and
the time when such capital contribution is used to make Portfolio Company
investments. Any such delay may reduce the overall financial performance of
the Fund.
Failure to Make Capital Contributions If a Unit holder fails to pay any
portion of its Capital Commitment to the Fund when due, and the Capital
Contributions made by non-defaulting Unitholders and any Shari'a compliant
financing obtained by the Fund are inadequate to cover the defaulting capital
contribution, the Fund may be unable to pay its obligations when due, and
its ability to execute its own investment strategy or to otherwise continue
operations may be impaired. As a result, the Fund may be subjected to
significant penalties that could materially adversely affect the returns to the
Unitholders (including non-defaulting Unit holders). A default by a
substantial number of Unitholders would limit opportunities for investment
diversification and would be likely to have a material adverse effect on the
Fund's economic results.
Indemnification The Fund Company, acting on behalf ofthe Fund, will be
required to indemnify the Indemnified
Parties of the Fund for certain claims, liabilities, costs and expenses incurred
in connection with the Fund.
Further information regarding the indemnities provided by the Fund
Company, acting on behalf of the Fund, is

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set out in the section headed Some of the liabilities in respect of which the
Fund is required to provide indemnification may be material.
Lack of Management Rights. Unitholders will not have an opportunity to
evaluate for themselves, or to approve, the specific Portfolio Companies to
be invested in or acquired by the Fund, or otherwise to control the day-to-
day operations of the Fund. Unitholders must depend solely upon the ability
and judgment of the Investment Manager and the Investment Advisor in
identifying, investigating, structuring and consummating Portfolio Company
investments.
Minority Positions- The Fund may hold minority positions in certain of its
Portfolio Companies and, accordingly, may have a limited ability to protect
its position in such Portfolio Companies. Although the Fund will generally
seek appropriate shareholder rights to protect its interests in situations
where it holds a minority position, there can be no assurance that such
rights will be available or that such rights will always provide sufficient
protection of the Fund's interests.
Risks in Effecting Operating Improvements- In some cases, the success
of the Fund's investment strategy will depend, in part, on the ability of the
Fund to restructure and effect improvements in the operations of a Portfolio
Company. The activity of identifying and implementing restructuring
programs and operating improvements at Portfolio Companies entails a high
degree of uncertainty. There can be no assurance that the
Fund will be able to successfully identify and implement such restructuring
programs and improvements.
Reliance on Portfolio Company Management Each Portfolio Company's
day-to-day operations will be the responsibility of its management team.
Although the Fund generally intends to invest in companies which the Unit

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holder believes are operated by strong management, there can be no
assurance that a Portfolio Company's management team will be able to
successfully operate the Portfolio Company in a manner consistent with the
Fund's objectives.
Currency and Exchange Rate Risks Associated with Fund Investments. While
investments of the Fund and the income and other proceeds received with
respect to such investments may be denominated in local currencies, the
Fund is denominated in US dollars and distributions to its investors will be
paid in US dollars. Therefore, the short-term and long-term fluctuations in
currency exchange rates, and the costs of conversion between US dollars
and such other currencies, may adversely affect the US dollar value of the
Fund's investments, gains and losses realized on sales of such investments,
and the distributions, if any, to be made by the Fund. Currency devaluations
and unfavourable changes in international monetary and tax policies could
also have a material adverse effect on the Fund's financial performance.
Market Conditions and Opportunities. The Fund's strategy relies, in part,
upon the continuation of existing economic trends in the Globally, South Asia
and Southeast Asia, and the availability of anticipated investment
opportunities in this region during the term of the Fund. These conditions
and investment opportunities include, among others, continued growth in
GDP across the region, privatization policies adopted by particular countries,
consolidation opportunities in particular industries, the continuation of
certain legal and regulatory reforms and other government policies and the
continuation of certain demographic trends. No assurance can be given that
such conditions or investment opportunities will continue or become
available, recover or improve, since this will depend upon events and factors
outside the control of the Fund.

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Potentially Increased Costs and Reduced Investment Options for Islamic
Investors. Because of the administrative costs and other requirements
necessary to comply with Islamic law in all respects in connection with the
operations of the Fund, it is likely that the returns to investors in the Fund
will be somewhat less than the returns available with respect to non-
Islamically structured investments made through the Buyout Fund.
Furthermore, since some investments made by the Buyout Fund may be
unsuitable for one reason or another for investment by the Fund, it is
possible that the returns earned by the Fund will be greater or lesser than
the returns earned by the Buyout Fund as a result of the differences in the
investments they make.
Ability to Structure and Raise Shari'a Compliant Financing The
success of the Investment Strategy of the Fund Company may depend upon
the ability of an SPV or Portfolio Company to raise a certain amount of
Shari'a compliant finance in conjunction with any proposed equity
investment. It may be difficult, at times, for SPVs or Portfolio Companies to
raise such financing on commercial terms which the Fund Company
determines acceptable. In such events, certain investments may have to be
reduced or delayed, thereby affecting the Fund Company's results. In
addition, the use of Islamic finance will require outside investors and ma>
increase the exposure of the Fund Company to external factors. Similarly, it
is anticipated that a number of
the investments to be made by the Fund Company, acting on behalf of the
Fund, will require other co-investor s in order to undertake a transaction,
whether for strategic reasons or because of the size of the transaction
There can be no assurance that the Fund Company, acting on behalf of the
Fund, will be able to impose Shari'a compliant structuring or financing terms

19
on transactions involving co-investors or that it can otherwise attract co-
investors for such investments or be able to negotiate commercially
acceptable terms for such co-investment. Any of these factors may result in
the Fund Company having to forego any such investment addition, the use
of Islamic finance in conjunction with future investments may impose certain
performance obligations on Portfolio Companies. There is no guarantee that
these Portfolio Companies will be able to mect these performance
obligations, or that meeting such obligations will not impair operating
performance. Failure to meet such obligations could result in material
impairment to the value of the Fund's investments.
General Investment Related Risks. There are certain general market
conditions in which any given investment strategy is unlikely to be
profitable. The Fund will not have any ability to control or predict such
market conditions.
Risks Relating to Investment in the Fund's Targeted Regions The Fund
Company, acting on behalf of the Fund, will seek to invest in companies
located in the Globally , as well as companies located in South Asia and
Southeast Asia in an effort to capitalize on the synergies in certain
businesses between those regions and the Globally. Accordingly, a
substantial majority of the Fund's capital is expected to be invested in
countries which are still in a relatively early stage of economic development
with less transparent markets. As a result, investors should be aware that
the Fund will be exposed to a number of political, economic, legal,
regulatory, tax, monetary and fiscal risks that are generally associated with
investments in countries in those regions, including the following:
Political/Sovereign Risk Governments of many of these countries have
imposed and continue to exercisc substantial influence over many aspects of

20
their respective economies. Accordingly, these governments may adjust
their policies from time to time in a manner which could have a significant
impact on economic and market conditions in their countries. Moreover, the
economies of certain of these countries generally are heavily dependent
upon international trade and, accordingly, have been and may continue to
be adversely affected by trade barriers, exchange controls, managed
adjustments in relative currency values and other protectionist measures
imposed or negotiated by the countries with which they trade. With respect
to many of these countries. there is the possibility of nationalization or
expropriation of private property, confiscatory taxation, political changes,
government regulation, economic or social instability or other political
developments (including war) which could adversely affect the economies of
these countries or the value of the Fund's investments.
LegalSystem and Corporate Governance Many of these countries have
not developed a fully integrated legal system which adequately covers all
aspects of commercial activity. This could harm the Fund's operations and
financial performance because many of these countries may not provide
adequate protection for the legal rights of the Fund, including remedies for
breaches of contract. In addition, laws and regulations (as well as their
interpretation and enforcement) could be subject to frequent and unforeseen
changes in certain of these countries as their legal systems mature, which
may adversely affect the operations and financial performance of the Fund.
Investment and Foreign Exchange Restrictions The laws and
regulations of some of these countries currently restrict direct foreign
investment. In addition, governments of some of these countries impose
restrictions on the repatriation of investment income, capital and the
proceeds of sale by foreign investors. Furthermore, investments in
companies in certain of these countries may require significant government

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approvals under corporate, securities, exchange control, foreign investment
or other similar laws and may require financing and structuring alternatives
that differ significantly from those customarily used in more developed
countries. Foreign Tax Liability. The Fund's financial performance will be
subject to the tax liabilities imposed by these countries on the businesses in
which the Fund invests that are located within their jurisdictions. To the
extent possible, the Fund will structure its investments and activities to
minimize such tax liabilities. However, there can be no assurance that the
Fund will be able to eliminate such tax liabilities or reduce them to a
specified level.
Market Volatility and Limited Liquidity
The securities markets in certain of these countries are smaller, less liquid
and more volatile than the securities markets of more developed countries,
and have experienced substantial price volatility, which could have an
adverse impact on the value of the Fund's investments. Periods of economic
and political uncertainty may result in further volatility in the value of the
Fund's investments.
As a result, there may be greater volatility than the volatility that could be
expected in countries with more developed securities markets. There can be
no assurance that the Fund's investments will not be disposed of at prices
below their acquisition costs.
No Assurance of Sustained Economic Growth. Certain of these countries
have shown sustained growth over the past few years with strong economic
fundamentals. There is no assurance that such strong growth and economic
fundamentals will continue, and any slowdown of economic growth or
deterioration of economic conditions in the Fund's targeted regions could
have a negative effect on the financial performance of the Fund. Factors

22
which may adversely affect economic growth in these countries, and which
are beyond the control of the Fund, include: oil prices; interest rates; fiscal,
monetary and tax policies of governments; inflation and deflation; consumer
credit availability and consumer debt levels; unemployment trends; terrorist
threats and activities; military and domestic disturbances and conflicts; and
other matters that influence consumer confidence, spending and tourism.
Accounting, Disclosure and Regulatory
Standards
Accounting, auditing, financial and other reporting standards, practices and
disclosure requirements in certain of these countries may not be equivalent
of those in more developed countries. Accordingly, information available to
the Fund in certain of these countries, including both general economic
information and information concerning specific companies, may be less
reliable and less detailed than information available in more developed
countries. As a result, the Fund's due diligence activities may yield less
information than due diligence reviews conducted in more developed
countries, and this may increase the risk of investment in these countries.
There is also a varying degree of government regulation of securities and
financial markets and of financial institutions in these countries, which
regulation may in certain cases be more limited than the more dev&oped
countries.
Conflicts of Interest
Certain inherent and potential conflicts of interest exist with respect to the
operation of the Fund. Further
Information regarding potential Conflicts of Interest is set out in the section
headed

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Tax Consequences
Persons interested in subscribing for Units should consult their own
professional advisors as to any income, capital gains or other tax
consequences in the countries in which they are resident or domiciled for tax
purposes that may result from the acquisition, holding or disposition of Units
in the Fund. The enactment in the future of any income, withholding, capital
gains or other tax with respect to investments held by the Fund may reduce
the return to the Fund on those securities.
Currency Risk at the Investor Level
Capital contributions and other payments to be made by Unitholders to the
Fund will generally be required to be made in US dollars, and distributions
from the Fund to Unitholders will generally be made in US dollars.
Fluctuations in the exchange rate between the US dollar and an investor's
functional currency may have a substantial adverse effect on the
performance of the investor's investment in the Fund.
The Fund will primarily be investing in value added real estate located in the
GCC region while allocating about 20% of committed capital to investment
opportunities outside the GCC. Additionally, the Fund also intends to invest
20% into listed / unlisted real estate companies and 25- 0%% into
development projects. The Investment Manager will have absolute discretion
over final allocation. The overall adverse impact on the Fund
of adverse changes in the real estate markets of one or more countries
within the GCC region may be mitigated to a significant degree.
Limitations on Investments and Strategies The Fund has been
established with the objective of pursuing investments which, in the sole
judgment of the Investment Manager (in consultation with the Shari’a
Committee), comply with Shari’a Principles. Accordingly, the Fund will not

24
necessarily pursue those investment opportunities and/or strategies that
present the most financial advantage, to the extent that the Investment
Manager determines such investment opportunities or strategies do not
comply with Shari’a Principles, and there is thus a risk that the Fund will
decline to pursue certain investment opportunities and/or strategies that
may be more financially advantageous than the opportunities or strategies
that the Fund does pursue. Moreover, the Fund’s Islamic investment criteria
may require divestment of certain assets or result in costs that would not be
involved if the Fund’s investments were made without regard to Shari’a
Principles. Thus, the Fund’s Islamic investment criteria may, under certain
circumstances, have an adverse effect on the financial performance of the
Fund, as compared to the results that could possibly be obtained in the
absence of such criteria.
Competition for Investments The Fund will be competing with numerous
larger and better capitalized individuals, corporations, institutional lenders
and other investors engaged in real estate investment activities.
There is no assurance that the Fund will be successful in making
Investments that satisfy its investment objective or that it will be fully
invested.
Unspecified Properties Unit holders will not have an opportunity to
evaluate for themselves, or to approve, the specific properties to be invested
in by the Fund. Investors must depend solely upon the ability and judgment
of the Investment Manager and the Investment Committee.

25
Real Estate Risks
General Real Estate Risk The Fund will
be subject to general risks incident to
the ownership and operation of real
estate in the markets in which the
Fund operates. Real estate values and
appreciation are affected by a number
of factors, including: changes in the
general economic climate; local conditions (i.e., an oversupply of space or a
reduction in demand for real estate in an area); competition from other
available properties; insurance and variable operating costs, including
property taxes and other taxes; environmental, zoning and other laws; risks
associated with construction, development and renovation; and uninsured
losses. Because some of the Portfolio Interests’ may be derived from rental
income, the Fund’s financial performance could be adversely affected by
tenant insolvencies and a lack of demand for rental space. In the event of a
default by a tenant, the applicable Portfolio Interest may experience delays
in enforcing, and may incur substantial costs to enforce, its rights as
landlord.
Development Risks The fund may invest a portion of its assets in real
estate development projects. This type of investment involves risks that,
among other things:
• the Fund’s assets and management resources may be expended on
projects which are not completed;
• construction costs of a project may exceed original estimates, and
construction may not be completed on schedule;

26
• occupancy rates and rents at a newly developed property may not be
sufficient to make the property profitable;
• rental rates per square foot could be less than projected; and there may
be delays in obtaining, or an inability to obtain, necessary zoning, land use,
building, occupancy and other required governmental permits and
authorizations.
Risks to Properties- In employing various financing structures, the Fund
generally anticipates that it (or one of its SFVs) will acquire full ownership of
the real estate assets in which it is investing. Under various laws and
regulations, an owner of real property may have significant liability for any
contamination found on such property, including being liable for the costs of
removal or remediation of certain hazardous or toxic substances on or in
such property. Such laws often impose such liability without regard to
whether the owner knew of, or was responsible for, the presence of such
hazardous or toxic substances. The cost of any required remediation and the
owner’s liability therefor as to any property may not be limited under such
laws and could exceed the value of the property and/or the aggregate assets
of the owner. The presence of such substances, or the failure to properly
remediate contamination from such substances, may adversely affect the
owner’s ability to sell the property and may have a significant adverse effect
on the value and returns from such property. The environment itself poses
risks to investments in real estate. For example, weather and climatic
events, fire and other hazards may adversely affect the properties in which
the Fund invests.
Uninsured Losses- The Fund will seek to cause insurance following
industry practices to be maintained on commercially reasonable terms on all
properties in which the Fund invests, including public liability and fire and

27
extended coverage insurance. However, these properties could suffer
damage or the Fund (or its SFVs) could become subject to public liability
claims, resulting in losses which may not be fully compensated by insurance
proceeds. In addition, there are certain losses for which insurance is not
available on commercially practicable terms, such as losses from
earthquakes, typhoons, flooding, war, terrorism, civil disorder or other
unforeseeable catastrophic events, and local insurance policies offered in
certain of the countries where the Fund intends to invest may not meet the
level of coverage typically required by institutional investors. Should an
uninsured loss or a loss in excess of insured limits occur, the Fund (or its
SFVs) could be required to pay compensation or loose its capital invested in
the property affected as well as the anticipated future revenues from such
property? The Fund (or its SFVs) could also remain liable for any other
obligations related to the property, which could have a material adverse
effect on the financial performance of the Fund.

28
RISK MANAGEMENT
The risk will be mitigated through multiple risk management and risk
mitigation practices. A strong portfolio strategy will be built to minimize the
risk and maximize the returns.
Portfolio Management
- Not more than 5% in single investment or entity.
- Not more than 15% in one single country
- 15 % in liquid investments
- 15% in green field projects
- Pure real estate will be 70% ( 50% healthcare- 20%
extended healthcare)
- 30% will be invested in other related business.
Portfolio Diversification
- Geographical – Investment will be made across the globe to
mitigate the risk.
- Within the healthcare the investment will be made across
the diversified properties and type of properties ( senior
living, hospitals, labs, wellness and spa, clinics, SEZ,
industrial park)
- Investment will be made on different life cycle of projects,
green field and brown field projects)
- Enough liquid investment will be maintained.( sukuk and
other liquid investment shraih compliant)

29
Currency – Investment will be made in different currencies as well
as shariah compliant currency management will be used to reduce
the risk (hedging)
Takaful will be used to reduce the risk t the properties.
SEZ and Industrial Park and other investment will be made with
strong joint venture partners to reduce the risk.
Available Resources
The investment company has enough technical resources and in-house
expertise to make this product highly successful without putting any extra
burden on the resources.
Strategy for Value Creation
Performance is the key factor. How we are going to perform at BMB ISLAMIC
Investment. What is our strategy and how we plan to deliver the best
results. This thing can be summarized in the following five points. These are
the points at the heart of our value creation and making the things happen
as it should be.
Our Team at the heart of our business
First and foremost is our team. We have one of the best team from industry
and consulting background with lot of proprietary knowledge of the industry.
Everyone of the team has long working experience in the industry in this
sector with long list of success stories. This knowledge and expertise of our
people is at heart of the success. This expertise is utilized to develop deep
understanding of the opportunity and future growth prospects. Based on
these inputs and further study a long term growth strategy will be created.

30
Performance indicator- Benchmarking with the best performance indicator
Second is defining the performance indicator
What are the indicators which explain the best working of the company?
What is world benchmark’s for these indicators. Detailed analysis of where
do company stands. What is the key ingredient’s to improve these indicators
and how this can be made possible. Definitely performance comes at the
cost. Performance based incentives to those who are responsible for out-
performance. Performance based incentives will be the second of our core
strategies. This requires a detailed plan of Restructuring, Re-engineering and
Turnaround.
Developing a value creation plan pre and post closing
This is third thing and that is planning for Restructuring, Re-engineering and
Turnaround. What are the bottlenecks’s for the performance. How they can
be removed and value is created. This includes detailed strategy and
planning for the company.
Overhauling the management plan
Our team will invest significant time upfront in developing new plans. We will
leverage independent experts. We will completely overhauled management’s
strategic plan, we will invest two third of our time in developing the plan and
addressed deviations about half the time.
Adjusting the plan in the first 100 days
We will do adjustments in the first 100 days based on a close tracking of
basic financial metrics. We will ensure continuous interaction between the
deal team and the management teams. Define new performance indicators
directly linked to the value creation plan, and ensured the organization will

31
be change ready. We will refine our strategic plans and performance
indicators within the first 100 days after closing.
Reacting immediately to plan deviations
We will find deviations to plans through monthly reports and will make
adjustments immediately when deviations were serious. We will call the
board quickly or work directly with management. Deviations will be spotted
through weekly tracking and will be corrected immediately.
Significantly involving senior deal partners in the first 100 days after
closing
This is our fourth point of action. This will make the real difference, where
we will plan the future.
Instead of signaling the start of a well-deserved holiday for the deal team
members (after weeks of sleepless nights devoted to understanding the
company, valuing it, and negotiating terms), the transaction’s closing
signaled the start of a 100 -day sprint for deal team partners. We will spend
more than 50 percent of our time focusing on the company, meeting almost
daily with the executives. The deal team members created or refined the
strategic plans, challenged management’s assumptions to ensure successful
implementation, and evaluated overall management capabilities.
Proactively strengthening management teams
This is last point of our strategy but not the least. Right man at right time at
the right place makes the difference. We will make sure this to happen by
bringing the right man in. We will strengthen the management teams before
closing and to identify additional replacements within the first 100 days post
closing.

32
Expected Returns
The Fund will target an annualized internal rate of return ("IRR") of 20 per
cent. net of all fees paid by the Fund Company, acting on behalf of the Fund,
to the Investment Manager and all fees and expenses of the Fund's auditors,
legal counsel and other advisors and all taxes payable by the Fund
Company, acting on behalf of the Fund, and its portfolio companies
("Portfolio Companies"). The Fund Company generally will seek to acquire,
or to participate in an investor group which acquires a significant equity or
equivalent position (which may include minority positions) in its Portfolio
Companies. The Fund will target investment in Portfolio Companies where
the Investment Manager perceives opportunities to add value through active
participation in the Portfolio Company's operations.
This is a Wakala Product so it needs minimum capital
commitment from us and makes easy going. The company
can get up to 100% return on equity on managing the fund
and most of the time much more than this. While
calculating capital adequacy ratio and other statutory
obligation it will not have any effect or minimal effect on
banks capital.
Bibliography
Zia Ahmed, Port Fund Document, KGL Investment Kuwait 2006
Zia Ahmed, Al Razzi Healthcare Real Estate Fund – (Yet to be started 2009)

33
“We are a Click Away”
zia@ventureart.biz
For all your need
• Development of Private Placement
Memorandum
• Fund Document
• Shariah Compliant Structuring of Fund
• Shariah Compliant Acquisition Structures
• Feasibility Studies
• All Your Corporate Finance Needs

34

Health Care Real Estate Fund -Islamic

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