Legal Structure
FUND STRUCTURE & GOVERNANCE
INVESTMENT COMPANY & SUB-FUND • The fund is established as LRC Tokenized Real Estate Fund SCSp, SICAV-RAIF, a Luxembourg umbrella structure organised as a reserved alternative investment fund (RAIF), with segregated sub-funds. • LRC Tokenized Prime London Residential Fund 1 is the first sub-fund established under this structure, with its own segregated assets and liabilities. GOVERNANCE ROLES • General Partner & Carry Partner: E Five Eleven GP S.à r.l., responsible for overall management and representation of the fund. • Alternative Investment Fund Manager & Portfolio Manager: FundRock LIS S.A., responsible for portfolio and risk management functions. • Depositary, Central Administration, Registrar & Transfer Agent: Apex Fund Services S.A., responsible for safekeeping of assets, net asset value calculation and share registry functions, including operation of the Blockchain Registrar Database. • Auditor: Ernst & Young S.A. Legal Advisor: Praxio Law & Tax. • Investment Advisor: LRC Management Europe Ltd, part of LRC Group. Property Manager: LRC Management UK Limited. FOUNDING & CAPITALISATION • The fund's founding limited partner is Yurban Oasis LLP, a Cypriot limited liability partnership. • The investment company's minimum capital must reach the equivalent of EUR 1,250,000 within 24 months of its authorisation as a reserved alternative investment fund. SHAREHOLDER GOVERNANCE • General meetings are convened by the general partner with at least 30 days' written notice, and resolutions are generally adopted by a simple majority of shares present or represented. • The general partner holds a veto over most resolutions, other than those addressing its own gross negligence or wilful misconduct, or its removal for cause; amendments to the limited partnership agreement require the general partner's consent and approval by at least three-quarters of share capital. VALUATION & NAV GOVERNANCE • Properties are valued by the alternative investment fund manager, which may be assisted by one or more independent valuation experts appointed at the fund's expense and subject to professional registration requirements. • The sub-fund provides an annual net asset value calculation, with a materiality threshold of 3% agreed for net asset value calculation errors and investment breaches. REGULATORY STATUS • The fund is organised as a reserved alternative investment fund (RAIF) under Luxembourg law and is not subject to direct supervision by the Commission de Surveillance du Secteur Financier (CSSF). • The Alternative Investment Fund Manager is authorised and supervised by the CSSF under the AIFM Directive. CONFLICTS OF INTEREST • The general partner has established procedures to identify and manage conflicts of interest between the fund, its service providers and affiliated parties, with services provided by connected parties required to be on arm's-length terms.
TAX & REGULATORY NOTES
FUND TAX STATUS • The investment company is not subject to Luxembourg tax on income, capital gains or assets, though each sub-fund is generally subject to an annual subscription tax of 0.01% of net asset value, calculated quarterly. • The fund's structuring takes into account Luxembourg's implementation of EU anti-tax-avoidance rules (ATAD I and II), the DAC6 mandatory disclosure regime, and the Pillar Two global minimum tax framework. CROSS-BORDER REPORTING The fund is subject to reporting obligations under the US Foreign Account Tax Compliance Act (FATCA) and the OECD Common Reporting Standard (CRS), implemented through Luxembourg legislation.
COMPLIANCE & LEGAL NOTES
ANTI-MONEY LAUNDERING & COUNTER-TERRORIST FINANCING The alternative investment fund manager is responsible for measures to prevent money laundering and terrorist financing under Luxembourg law, with identity-verification tasks delegated to the registrar and transfer agent. Issuance of shares or dividend payments may be suspended until an eligible participant provides satisfactory proof of identity. DATA PROTECTION Personal data provided by eligible participants is collected, processed and used by the investment company, general partner, alternative investment fund manager and other service providers for purposes including compliance with FATCA and Common Reporting Standard obligations, and is not used for marketing purposes. Eligible participants may request correction, blocking or deletion of their personal data, subject to the fund's legal reporting obligations. CO-INVESTMENTS Co-investment is not a core element of the fund's strategy, and no shareholder holds a contractual right to co-invest alongside the fund. Where offered, co-investment opportunities are extended at the general partner's discretion and must not conflict with the equal treatment of shareholders; the general partner, alternative investment fund manager, portfolio manager, investment advisor and their affiliates, members and employees may not co-invest other than through the relevant sub-fund itself.
MARKETING RESTRICTIONS BY JURISDICTION