Frequently Asked Questions

Who is this fund suitable for?

The Manzil Real Estate Fund ("MREF") is a regulated, commercial real estate investment fund focused on development and value-add real estate opportunities in Dubai, United Arab Emirates.

The Fund consolidates Manzil' active development pipeline into a single, professionally governed investment vehicle, offering investors real estate developer returns.

Who are the key parties involved?

• Manzil Asset Management:

  Acts as the sponsor, and asset manager, responsible for project sourcing, development execution, and delivery.

• Fund Manager / Administrator:

  DIFC-based, regulated, and independently responsible for fund governance, reporting, and compliance.

Is the fund regulated and where is it domiciled?

Yes.

The Fund is:

• Registered in the Cayman Islands
• Managed from the DIFC (Dubai International Financial Centre)

Regulatory oversight includes:

• CIMA - Cayman Islands Monetary Authority
• DFSA - Dubai Financial Services Authority

The Fund operates under a formal GP / LP structure, governed by its constitutional documents, including the Private Placement Memorandum (PPM) and Subscription Agreement.

Why is the fund registered in the Cayman Islands?

The Cayman Islands is the globally preferred jurisdiction for international private equity and real estate funds.

Key reasons include:

• Tax neutrality (no fund-level income, capital gains, or withholding tax)
• Broad acceptance by family offices, private banks, and institutional investors
• Strong legal certainty and investor protection
• Compatibility with DIFC-based fund management

This structure is standard for UAE-focused real estate funds raising international capital.

Is the fund registered with RERA or the Dubai Land Department?

The Fund invests in real estate development projects The Fund itself is not a RERA-registered developer.

However:

• Project-level escrow accounts are used in line with UAE real estate regulations
• Escrow structures align with Dubai Land Department (DLD) requirements for development funding
• Capital is released only against approved development milestones

How is investor capital protected?

Investor protection mechanisms include:

• Segregated escrow accounts
• Milestone-based capital deployment
• Independent fund administration
• External audits
• Diversification across multiple projects ald Emirates
• Multiple exit and liquidity mechanisms

How are LP funds held?

LP capital is held in a segregated account and released only upon satisfaction of predefined commercial real estate project feasibility ensuring controlled and transparent deployment.

Who are the auditor and legal advisors?

• Auditor: Moore Professional Services Ltd (Cayman Islands)
• Legal Counsel: Walkers Professional Services (Middle East)

How transparent is reporting?

Investors receive:

• Quarterly investor reports
• Annual audited financial statements
• Access to an investor portal with dashboards and documentation

What is the Developers' track record?

A Grade Developers on the panel of Manzil Asset Management need to service the following criteria:

• Over 10 years of operating history
• AED 10B+ in assets under development
• Launched a minimum of 5 premium projects within Dubai.

Are completed or near-completion projects available for review?

Yes.

Our chosen developer has live and near-completion projects. Subject to NDA, investors may:

• Review project snapshots and unit economics
• Access feasibility studies and margin profiles
• Visit selected project sites

Which areas of Dubai are targeted in the initial portfolio?

Identified projects include (subject to final deployment approvals):

1. Jaddaf
2. Al Barsha

Who manages construction and sales?

Manzil Asset Management manages development execution with established partners, including:

• International hospitality brands
• Engineering consultants
• UAE-based sales and marketing firms

Is there independent oversight?

Yes. The Fund operates with an Investment Committee comprising DIFC-licensed firms and senior industry professionals.

What returns does the Fund target?

• Target IRR: up to 18% annualized
• Upside: participation full project-level upside
• Stress case: downside mitigated through diversification, escrow controls, and staged deployment.

Is the return guaranteed?

No. The annual return is targeted, not contractually guaranteed. Investors will benefit from the equity participation of the Land that will be held as collateral by the Fund.

How are profits distributed between GP and LPs?

• Management fee: 2% per annum
• Performance fee (carry): 20% above an 8% hurdle
• Remaining profits: distributed pro-rata to LPs at maturity

Carry is payable only after investors have received their full preferred return.

Does the GP have "skin in the game"?

Yes.

Manzil Asset Management participates as developer, sponsor, and asset manager, with economic exposure through:

• Equity participation in selected projects
• Deferred economics
• Performance-based compensation aligned with investor outcomes

Will leverage be used?

Yes, selectively and conservatively at the project level:

• Target LTV: generally capped at 50-55%

Introduced only after:

• land acquisition,
• presales,
• or contracted cash flows

The Fund does not use debt to fund returns.

How are construction and execution risks managed?

Risk mitigation measures include:

• Fixed-price or milestone-based construction contracts
• Contingency reserves within project budgets
• Contractual risk-sharing with contractors
• Ongoing internal asset management
• Independent oversight via the Investment Committee

Is insurance in place?

Yes, at project and operational levels, including:

• Construction insurance
• Contractor warranties
• Professional indemnity (where applicable)

What is the investment term?

• Base term: 36 months
• Extensions: optional +1 year +1 year, if required to optimize exits

What exit options are available?

Exit routes include:

• Sale of individual units
• Portfolio or bulk asset sales
• Refinancing to release capital
• Secondary sale of fund interests
• Full fund liquidation at maturity

Exit decisions are made on a project-by-project basis.

Is early exit possible?

Yes, subject to:

• Lock-up provisions
• Asset liquidity
• Market conditions

Secondary buyers may include external investors or internal reallocations.

How are assets distributed upon liquidation?

Upon liquidation:

• Liabilities settled
• Return of investor capital
• Remaining profits distributed pro-rata

All distributions are overseen by the administrator and auditor.

What is the minimum investment amount?

USD 500,000

Who is eligible to invest?

• Accredited / Professional Investors only
• Full KYC / AML clearance required

Under which agreement does an investor participate?

Investors subscribe via a Subscription Agreement, governed by and read together with:

• The Private Placement Memorandum (PPM)
• The Fund Term Sheet

Draft documents are available in the data room upon NDA execution.

Can investments be made via UST or digital assets?

Yes, on a case-by-case basis, subject to:

• Full KYC / AML onboarding
• Approval by the fund administrator and banking partners
• Conversion into USD at the fund level
• Full audit trail and accounting transparency

Are there any upfront placement or subscription fees?

No.

There are no upfront placement or subscription fees charged to LPs.

Are there any known disputes or litigation?

No disputes or litigation have been disclosed by Manzil Asset Management or their panel of Developers to date.

How can investors proceed with due diligence?

Investors may:

• Execute an NDA
• Access the secure data room
• Review financial models and legal documentation
• Meet the fund team
• Visit Manzil offices and selected project sites