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RULES of a closed-end real estate investment fund for informed investors

LORDS LB Special Fund IV

I. GENERAL INFORMATION ON THE FUND

1. The present Rules (the "Rules") of the closed-end real estate investment fund for informed investors LORDS LB Special Fund IV (the "Fund") have been developed in accordance with the Law of the Republic of Lithuania on Collective Investment Undertakings for Informed Investors (the "LCIUII") and shall define the relations between the Management Company LORDS LB ASSET MANAGEMENT, UAB and the Fund's Investors.

2. The main details of the Fund:

2.1. Name A closed-end real estate investment fund for informed investors LORDS LB Special Fund IV.

2.2. Legal Form An investment fund without a legal personality.

2.3. Type A closed-end investment fund for informed investors only with the sale and redemption of the units limited under the procedure laid down in the present Rules and the Prospectus.

2.4. Target net internal rate of return (NET IRR)

15–18 %

2.5. Currency of the Fund The currency used for the calculation of the Fund's NAV shall be the euro.

2.6. Target Amount of the Fund

EUR 20 million

2.7. Maximum Amount of the Fund

EUR 25 million

2.8. Nominal value of an investment unit

EUR 1

2.9. Commencement Date of the Fund’s Investment Operations

The day after the end of the First Placement Period as defined in paragraph 10.14 of the Rules.

2.10. Commencement Date of the Fund’s Operations (Commencement Date of Collection of the Investors' Commitments)

The first day after the date of approval of the Rules by the Bank of Lithuania.

2.11. Duration of Operations

The Fund will operate for a period of 5 years from the end of the First Placement Period. The term of Fund's

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operations may be extended additionally for 2 years. The decision on the extension of the term of the Fund's operations shall be adopted by the Board of the Investment Company after the submission of clear arguments to the Investors and receipt of special approval of the Investors. The decision to extend the term of the Fund's operations shall be adopted at least 2 months before the last day of the term of the Fund's operations which shall expire 5 years after the end of the First Placement Period.

2.12. Minimum Commitment (Investment) Amount

At least EUR 125,000 if the Investor (natural or legal person) has confirmed his/its status of an informed investor to the Management Company in writing.

At least EUR 50,000 if the Investor:

(i) is a professional investor; or

(ii) has confirmed his/its status of an informed investor to the Management Company in writing; and

(iii) whose investment knowledge and experience has been assessed by a financial brokerage company operating under the Law of the Republic of Lithuania on Markets in Financial Instruments, a credit institution entitled to provide investment services, financial advisory company or a management company operating under the Law of the Republic of Lithuania on Collective Investment Undertakings.

If an Investor joins the Fund during a Subsequent Placement Period, an additional subsequent subscription fee of 12% (paragraph 72 of the Rules) shall be charged in addition to the Minimum Commitment (Investment) Amount and shall not be converted into the investment units of the Fund.

2.13. Dividends Will not be paid.

2.14. Placement Free Not applicable.

2.15. Bank of Lithuania A body in charge of state supervision of activities of the Fund and the Management Company.

3. Main details of the management company (the "Management Company"):

3.1. Name LORDS LB ASSET MANAGEMENT, UAB

Address: Jogailos Str. 4, Vilnius, Lithuania Registration number: 301849625 Telephone number: +370 5 261 9470 E-mail address: info@lords.lb

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Website address: www.lordslb.lt Licence number: VĮK-016 Licence issue date: 23 December 2008

3.2. Address Registered address: Jogailos Str. 4, Vilnius.

4. Main details of the depositary (the "Depositary"):

4.1. Name AB SEB bankas.

4.2. Address Gedimino Ave. 12, Vilnius.

5. Investments into the Fund’s investment units are related to above-average long-term risk. Therefore, both the Management Company and the Fund cannot guarantee that the Investors will recover all their investments.

6. Key risk factors related to investments into the Fund are: market, liquidity, real estate development, limited diversification, currency, tax, interest rate, financing, inflation, uninsured losses, transaction, long-term, Investor and conflict of interest risks.

7. The Investors are advised to read carefully information on risk factors which must be taken into account before making a decision to acquire investment units of the Fund provided in "Information on risks and their management" in the Prospectus.

8. By signing the Investment Agreement, the Investor agrees and clearly understands that:

8.1. The investment units held by him/her are redeemed on a compulsory basis according to the procedure laid down in paragraph 81 of these Rules;

8.2. Any delay to transfer the requested investment money and within the time limit additionally prescribed for the transfer of money will entitle the Management Company to impose the penalties laid down in paragraphs 76 of the Rules on the Investor;

8.3. Major amendments to the Rules may be carried out in the manner set out in Section XVI of these Rules.

8.4. In case of refusal to provide information on the financial standing, investment experience and aims to be achieved using the services of the Management Company, including but not limited to information and documents which enable the Management Company to determine the compliance of the Investor with the criteria laid down in paragraph 27 of the Rules, failure to submit the same within the time limit set by the Management Company or submission of incomplete information or documents, the Management Company shall be entitled to refuse to enter into an Investment Agreement and, if any such has been concluded, to terminate the Investment Agreement unilaterally and refund the amount paid by the Investor to the Fund's account (if a transfer has been made to the Fund's account) without any other payments which may be due under paragraph 124 of these Rules (if applicable).

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9. The Fund will meet the following criteria laid down in the LCIUII:

9.1. The Fund will be intended for more than one investor unrelated to the Fund Manager;

9.2. More than 50% of the Fund's assets will be comprised of the assets of investors unrelated to the manager, including the commitments subscribed by the investors;

9.3. During the winding up (liquidation) of the Fund, the assets of the Fund will be disposed of by selling them to persons unrelated to the manager.

II. DEFINITIONS USED IN THE RULES

10. The capitalised terms in the Rules shall have the meaning provided in the table below. The table below only contains the key terms used in the Rules. The text of the Rules may contain explanations or definitions of other terms as well.

10.1. Depositary AB SEB bankas, registration number 1120 21238, address: Gedimino Ave. 12, 01103 Vilnius.

10.2. Euro or EUR The official currency of the European Union Member States that are members of the European Economic and Monetary Union.

10.3. Fund A closed-end real estate investment fund for informed investors LORDS LB Special Fund IV the assets whereof are owned by natural and/or legal persons (Investors) under common joint ownership and are managed by the Management Company on a fiduciary basis. The Fund operates under the LCIUII.

10.4. NAV The Net Asset Value is the difference between the value of underlying assets of the Fund and non-current and current financial liabilities of the Fund.

10.5. Investment Agreement

An agreement concluded by the Management Company with the Investors during the First or any Subsequent Placement Period under which an Investor makes a Commitment and irrevocably and repeatedly commits to acquire the investment units issued by the Fund for the amount specified therein and to make other payments laid down in the Rules and the Prospectus (if any) within 20 calendar days of the date of the Investment Call Notice of the Management Company sent by e-mail to the Investor. The Investors shall transfer the money under the Investment Call Notices sent by the Management Company to the specified bank account of the Fund.

10.6. Investor A co-owner (participant) of the Fund that meets the criteria of an informed investor laid down in

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paragraphs 26–27 of the Rules.

10.7. Investment Call Notice

A notice sent by the Management Company to the Investors by e-mail requesting for a transfer of the full or partial Commitment amount to the Fund's bank account within 20 calendar days of the date of dispatch of such notice.

10.8. Special approval of the Investors

Written approval of the Investors who own more than 50% of all issued and unredeemed investment units of the issues specified in these Rules.

10.9. Investment Return Notice

A report sent by the Management Company to the Investors by e-mail indicating the price and the number of investment units redeemed from the Investor as well as other relevant information. The Investment Return Notice shall be sent to the Investor within 1 month of the redemption of investment units in cases laid down in paragraph 81 of the Rules.

10.10. Commitment An irrevocable and recurring commitment of the Investor to invest a certain amount of money into the Fund at the Management Company's request during the Commitment Period, i.e. the amount indicated in the Investment Call Notice.

10.11. Commitment Period A period of validity of Commitments made by the Investors to invest the amount specified in the Investment Agreement in the Fund in exchange for the investment units of the Fund and/or making other payments laid down in the Rules and the Prospectus (if any). This period shall expire 4 years after the end of the First Placement Period. After the end of this period, the Investors shall be relieved of their obligation to invest the remaining amount of unused Commitments in the Fund, except for the amounts necessary for the completion of the Fund's investments agreed before the expiry of the Commitment Period.

10.12. LCIUII The Law of the Republic of Lithuania on Collective Investment Undertakings for Informed Investors.

10.13. RE Real estate.

10.14. First Placement Period

The first period for the collection of Commitments aimed at collecting EUR 10 million in Commitments. The Management Company may decide to complete the First Placement Period before the target amount of Commitments is collected but the First Placement Period will in all cases last no more than 12 months

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from the commencement of the Fund's operations.

10.15. Prospectus A document providing basic information on the Fund's investment units on offer to the Investors.

10.16. Rules This document.

10.17. Subsequent Placement Periods

Periods for the collection of Commitments which will end when the Management Company decides that the collected Commitments are sufficient for the Fund's investments. All Subsequent Placement Periods may extend until the end of the term of the Fund’s operations

10.18. Management Company

LORDS LB ASSET MANAGEMENT, UAB

10.19. Management Fee A management fee payable to the Management Company and calculated according to paragraphs 43–45 of the Rules.

III. FUND'S INVESTMENT POLICY, STRATEGY AND INVESTMENT DIVERSIFICATION

Investment policy and strategy

11. The purpose of the Fund is to earn a return for the Fund's Investors on investments in RE properties in the Baltic states, i.e. (i) income-generating commercial RE properties in the Baltic states; and/or commercial RE properties which require investment and conceptual modifications and/or (iii) development projects.

12. The resources of the Fund may be invested on a temporary basis in: (i) liquid government bonds of the EU Member States with an investment grade (according to S&P or an alternative certified appraiser) and the maturity of up to 3 years or (ii) deposits with credit institutions of the EU Member States with an investment grade (according to S&P or an alternative certified appraiser) and the maturity of up to 1 year.

13. The target net internal rate of return (NET IRR) shall be 15–18% net of all costs of the Fund specified in these Rules.

14. The assets of the Fund may not be lent to the Investors.

15. The Fund may invest in derivative financial instruments for risk management purposes in order to hedge the Fund's portfolio against potential adverse market developments. The Fund has no intention to invest in derivative financial instruments for the purposes of investment.

16. The Fund's investments in RE may be owned directly or be owned in the form of transferable securities (shares and/or bonds) of RE companies. If necessary, the Fund will

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make investments through special purpose vehicles (SPVs). In its investments through SPVs, the Fund will seek to comply with the above-mentioned portfolio diversification restrictions and also take into account the investment objects in which the Fund has invested through SPVs (except for the two-year exemption period).

17. The Management Company will seek to ensure that lease agreements for properties acquired by the Fund are signed in the euro or are pegged to the euro.

18. The Fund may borrow in its own name. The financial leverage of the entire Fund (including RE companies owned by the Fund) will not exceed the threshold of 70%. No maximum debt period shall be set but efforts will be made to provide the possibility to repay the loan at the end date of the term of the Fund's operations even if the loan period is longer. Assets owned by the Fund or RE companies of the Fund (including RE properties) may be mortgaged or otherwise encumbered for the sole purpose of borrowing.

19. The Fund has no benchmark index.

20. The investment strategy of the Fund may be changed only after the amendment of the Rules according to the procedure laid down in these Rules.

Diversification of investments

21. The Management Company will seek to diversity the investment portfolio of the Fund according to the requirements of the LCIUII and related legal acts in effect on the date of approval of the Rules. The Fund will seek to ensure that not more than 30% of Commitments of the Investors are invested in a single RE property or a RE company managing that property and the securities issued by it.

22. During the Investment and Placement Periods and no more than 2 years after the date of approval of these Rules by the Bank of Lithuania, the Fund's investment portfolio may be non-compliant with the above-mentioned investment restrictions. Non-compliance with the restrictions is also permitted at the end of the term of the Fund during the disposal of the Fund's assets.

23. If the investment restrictions are violated for any reason and assets of the Fund are not diversified, the Management Company may adopt one of the following decisions:

23.1. Liquidate the Fund and dispose of the RE properties;

23.2. Continue the operations of the Fund until the end date of the Fund's operations if clearance of the Bank of Lithuania is obtained to deviate from the restrictions of investment diversification.

Reinvestment

24. Proceeds from the sale of RE properties may be reinvested in new RE properties only if they have been received before the end of the Commitment Period and provided that the Management Company decides that the reinvestment of available resources is viable.

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IV. INVESTORS

25. The Fund is intended for informed investors only that meet the following criteria.

Criteria of an informed investor

26. The following shall be deemed to be informed investors:

26.1. Investors that have the status of professional investors under the Law of the Republic of Lithuania on Markets in Financial Instruments; or

26.2. Legal persons that do not have the status of professional investors which have confirmed their status of informed investors to the Management Company and invest/commit to invest at least EUR 125,000 or an equivalent amount in another currency in the Fund; or

26.3. Natural persons that do not have the status of professional investors who:

26.3.1. have confirmed their status of informed investors to the Management Company; and

26.3.2. Meet at least one of these alternative criteria: (a) invest/commit to invest at least EUR 125,000 or an equivalent amount in another currency in the Fund; or (b) the investment knowledge and experience of the Investor has been assessed by a licensed company operating on the financial markets under the LCIUII which has acknowledged in writing that the person is able to correctly understand the risks related to investments in the Fund.

Additional criteria for the Investors who are natural persons

27. Natural persons that do not have the status of professional investors specified in paragraph 26.3 of the Rules must also additionally meet at least one of the following alternative net worth criteria:

27.1. The Investor's individual net worth1 or joint net worth of the Investor and the spouse (partner, cohabitant) is at least EUR 250,000 or an equivalent amount in another currency at the moment of entering into the Investment Agreement. The net worth is exclusive of the value of property individually owned by the Investor or jointly owned with the spouse (partner, cohabitant) which is the permanent (principal) place of residence of the Investor;

27.2. The Investor's individual net income2 was at least EUR 50,000 or an equivalent amount in another currency in each of the two years preceding the date of entering into the Investment Agreement or joint income with the spouse (partner, cohabitant) was at least EUR 75,000 or an equivalent amount in another currency

1 Net worth represents total assets owned by a person net of all amounts payable and liabilities (for instance,

credits, loans, debts under leasing agreements of the person). 2 Net income represents income generated by a person net of any tax payable.

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for the same period3 and it can be reasonably expected that the same income level will also be achieved in the current year;

27.3. The Investor's financial assets individually owned or financial assets jointly owned with the spouse (partner, cohabitant)4, net of all related liabilities, are at least EUR 150,000 or an equivalent amount in another currency.

Rights and duties of the Investors

28. All investment units of the Fund shall grant equal rights and obligations to their holders (Investors). The Investors shall acquire the rights and duties attached to the investment units owned and fully paid by them once an entry on their ownership of investment units is made in personal securities account of the Investors.

29. Each Investor shall have the following rights:

29.1. To receive a share of the Fund’s resources under the procedure laid down in legislation of the Republic of Lithuania, the Prospectus and the Rules of the Fund if the Management Company decides to distribute them to the Investors during the term of the Fund’s operations;

29.2. To receive a share of the assets of the Fund under the procedure laid down in legislation of the Republic of Lithuania, the Prospectus and the Rules of the Fund payable when the Fund is split up (i.e. undergoes liquidation);

29.3. To receive information on the Fund laid down in the legal acts of the Republic of Lithuania;

29.4. Subject to consent of the Management Company of the Fund, to transfer investment units of the Fund to third parties (a) under an ordinary written agreement on the transfer of investment units held by the Investor and (b) simultaneously concluding a mandatory trilateral agreement between the Investor, new Investor and Management Company on the transfer of Commitments towards the Fund by the Investor who transfers the investment units in full or in part under the Investment Agreement. The transfer of investment units shall entail the acceptance of the Commitments of the previous Investor in full or in part by the new Investor in proportion to the amount of investment units transferred by the previous Investor (as a percentage) in the total amount of investment units held by the previous Investor;

29.5. Subject to prior consent of the Management Company, to pledge or otherwise encumber investment units of the Fund or property rights attached to them by submitting one copy of an agreement or contract on such a pledge or encumbrance of property rights to the Management Company. The investment units of the Fund may not be pledged unless they remain in the custody of the Depositary after the pledge.

3 Income within the meaning of the Law of the Republic of Lithuania on Personal Income Tax. 4 Financial assets represent the assets owned by a person comprised of financial instruments, cash, deposits

and other property interests.

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30. An Investor shall have the following duties:

30.1. To notify the Management Company of any change in the name, surname, personal identity number, residence address, e-mail address, telephone and other contact details (if the Investor is a natural person) or in the name, registration number, registered office address, general manager or authorised representative, e-mail address, telephone and other contact details (if the Investor is a legal person) within 15 calendar days of the change in such details or information;

30.2. In case of redemption of the Fund's investment units where the Management Company so requires or during the transfer of the Fund's investment units to other persons, to submit an acknowledgement that the units are the private property of the Investor or a written power of attorney by the spouse if the Fund's investment units are the common joint ownership of the spouses;

30.3. To fulfil all other obligations laid down in the Investment Agreement;

30.4. To obtain consent of the Management Company before the transfer, pledge or other encumbrance of the investment units;

30.5. To provide to the Management Company all information on the financial standing, investment experience and aims to be achieved using the services of the Management Company, including but not limited to information and documents which enable the Management Company to determine the compliance of the Investor with the criteria laid down in paragraph 27 of the Rules. This duty of the Investor shall exist at the time of conclusion of the Investment Agreement and throughout its validity term.

31. Each Investor shall be liable for the obligations of the Fund to the extent of the amount of their Commitments.

Investors' approval of operational matters of the Fund

Extension of the term of the Fund's operations

32. The term of Fund's operations may be extended for no more than 2 additional years if the proposal of the Management Company receives special approval of the Investors.

33. For the purposes of the above-mentioned approval, the Management Company will send an e-mail to each Investor at least 3 months before the last day of the term of the Fund's operations which shall:

33.1. Provide reasoning for the extension of the term of the Fund's operations;

33.2. Specify how the Investors can express their approval (or disapproval) for the extension of the term of the Fund's operations;

33.3. Specify the time limit for expressing the Investor's approval (or disapproval) for the extension of the term of the Fund's operations.

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34. If the Management Company fails to receive the required number of approvals from the Investors for the extension of the term of the Fund's operations according to the procedure and within the time limit stipulated in the notice, the board of the Management Company will decide not to extend the term of the Fund's operations. The decision to extend the term of the Fund's operations shall be adopted at least 2 months before the last day of the term of the Fund's operations which shall expire 5 years after the end of the First Placement Period.

Amendments to the Rules

35. Major amendments to the Rules of the Fund shall require the approval of the Investors holding at least 2/3 of the investment units according to the provisions of Chapter XVI of the Rules.

V. MANAGEMENT OF THE FUND

Management Company

36. The Fund shall be managed by the Management Company. The assets of the Fund shall be managed, used and disposed of by the Management Company on a fiduciary basis.

37. Where these Rules specify that the relevant decision must be adopted by the Management Company, the decision is adopted by the Board of the Management Company. Investment decisions in relation to the management of assets of the Fund are adopted by the Fund Manager (a person in charge of investment decisions).

Investment Committee

38. The Management Company may, at its own discretion, set up an Investment Committee specifically intended for this Fund which advises on the investments of the Fund and disposal of assets of the Fund. The approval (or disapproval) of the Investment Committee of the Fund must be obtained for investment decisions but such approval (or disapproval) shall only serve as guidance. The Investment Committee may be comprised by the decision of the Management Company of 3 members selected by the Management Company. Meetings of the Investment Committee would take place as needed when called by the Management Company or in cases specified in the Rules of Procedure (if any) of the Investment Committee. Investors shall be informed of the setting up of the Investment Committee and its composition by e-mail. If no Investment Committee is set up specifically for this Fund, guidance on the investments and disposal of the Fund shall be provided by the Investment Committee of the Management Company.

Rights and duties of the Management Company

39. The Management Company shall be entitled to:

39.1. Use, manage and dispose of the Fund's assets on a fiduciary basis;

39.2. Receive the Management Fee and the Success Fee;

39.3. Demand the timely performance by the Investor of the duties provided for in legislation of the Republic of Lithuania, the Prospectus and these Rules as well as the obligations under the Investment Agreement;

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39.4. At the expense and in the interests of the Fund, enter into and execute transactions related to the management of the Fund's assets (subject to consent of the Investment Committee, if any) and transactions related to the sale and redemption of the Fund's investment units;

39.5. Make deductions from the Fund's assets provided for in these Rules;

39.6. Delegate part of its management functions to a company entitled to provide the relevant services;

39.7. Ask the Investor to provide all information on the financial standing, investment experience and aims to be achieved using the services of the Management Company, including but not limited to information and documents which enable the Management Company to determine the compliance of the Investor with the criteria laid down in paragraph 27 of the Rules, during the conclusion of the Investment Agreement or at any time during its term. In case of refusal to provide the above-mentioned information and documents, failure to submit the same within the time limit set by the Management Company or submission of incomplete information or documents, the Management Company shall be entitled to refuse to enter into an Investment Agreement and, if any such has been concluded, to terminate the Investment Agreement unilaterally and refund the amount paid by the Investor to the Fund's account (if a transfer has been made to the Fund's account) without any other payments which may be due under paragraph 124 of these Rules (if applicable);

39.8. Amend the provisions of the Rules and the Prospectus;

39.9. Exercise other rights laid down in these Rules, the Prospectus and legislation of the Republic of Lithuania.

40. The Management Company must:

40.1. Act in good faith for the benefit of the Investors and market credibility;

40.2. Act with due diligence, expertise and care;

40.3. Have and use the tools and procedures necessary for the operations;

40.4. Seek to obtain information from the Investor and/or from other sources on its financial standing, investment experience and aims to be achieved using the services of the Management Company;

40.5. Disclose to the Investor sufficient information related to and necessary for the Investor;

40.6. Try to avoid any conflicts of interest and where they cannot be avoided, ensure that the Investors are treated fairly;

40.7. Ensure that the management procedures and accounting books and entries of the Management Company are reliable and provide access to information on the parties, contents, time and place of all the transactions and allow determining

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whether assets are invested in accordance with the terms laid down in the Rules and the Prospectus and the requirements laid down in the legal acts of the Republic of Lithuania;

40.8. Control key functions and control securities transactions entered into by its management and staff;

40.9. Keep the documents of completed operations according to the requirements of the legal acts of the Republic of Lithuania;

40.10. Have an organisational structure in place that allows avoiding conflicts of interest between the Management Company of the Fund and the Investors, between several Investors and several collective investment undertakings managed by the Management Company or their unitholders. The Management Company will seek to identify potential conflicts of interest on time and manage them;

40.11. Ensure that the persons making decisions on asset management have the qualification and experience defined by the Bank of Lithuania and impeccable reputation;

40.12. Manage risks in the manner enabling to monitor and measure the risk of investment instruments and determine its effect on the overall risk of the investment portfolio;

40.13. Ensure that the Fund's assets are invested in line with the investment strategy laid down in these Rules and the requirements laid down in these Rules, the Prospectus and legislation of the Republic of Lithuania;

40.14. Perform other duties laid down in these Rules, the Prospectus and legislation of the Republic of Lithuania.

VI. COSTS

Structure of the Fund's costs

41. The total amount of operating costs to be covered from the assets of the Fund will not exceed 5 % of the Fund's average annual NAV. The list of such costs:

41.1. Management Fee (more details below);

41.2. Depositary fee (more details below);

41.3. Auditors' fees (more details below);

41.4. Remuneration to financial intermediaries (more details below);

41.5. Fund's incorporation (operational structuring) costs (more details below);

41.6. Management costs of investment objects (more details below);

41.7. Costs of financial institutions (more details below);

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41.8. Costs incurred by the Investment Committee in relation to the operations of the Fund (more details below);

41.9. Remuneration to the Fund's asset valuators;

41.10. Accounting costs of the Fund;

41.11. Currency exchange costs;

41.12. Exchange rate hedging costs;

41.13. Litigation costs;

41.14. Costs related to loans obtained on behalf of the Fund;

41.15. Regular costs of maintenance of assets owned by the Fund;

41.16. Costs related to RE development (except for the costs recognised as tangible investments in non-current assets such as contract, construction work, etc.);

41.17. Fees for the management of securities accounts and other accounts;

41.18. Costs of execution, registration and deregistration of security instruments;

41.19. Costs of enforced recovery;

41.20. State and municipal fees and charges;

41.21. Costs of preparation and presentation of information on the Fund;

41.22. Costs of revision of the Rules and the Prospectus;

41.23. Consultancy costs;

41.24. Notary fees, costs of registration and legal services;

41.25. Costs of insurance of persons responsible for the Fund’s operations;

41.26. Fund’s representation and advertising costs.

Success Fee

42. In addition, the Management Company shall charge the Success Fee according to the procedure laid down in these Rules and the Prospectus.

Management Fee

43. The Management Fee payable to the Management Company during the Commitment Period shall be equal to 1.50% per annum of the amount of Commitments given by all the Investors to the Fund under the Investment Agreements. After the end of the Commitment

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Period, the Management Fee shall be equal to 1.50% per annum of the Fund's NAV of the relevant month.

44. The Management Fee shall be calculated for a calendar month but shall be disbursed and transferred to the account of the Management Company on a quarterly basis before the 5th day of the first month of the next quarter. If the Fund has started operating or is being liquidated at the time which is not the beginning of a calendar month, the fee shall be calculated by dividing the Management Fee by the number of days in the relevant calendar month and multiplying the resulting amounts by the number of days during which the Fund was actually operating in the respective calendar month.

45. The calculated NAV of the Fund and the Management Fee for the previous year will be revised by the auditors. The Management Fee payable for the next quarter after the approval of the Fund’s annual report will be increased or reduced respectively by the determined amount of any Management Fee overpayment or underpayment.

Depositary Fee

46. Under the agreement concluded with the Depositary, the Fund's spending shall be capped at 0.2 % of the annual average NAV of the Fund. The detailed service fees of the Depositary shall be laid down in the agreement with the Depositary. The Investor shall be entitled to request the Management Company to provide information on the service fees of the Depositary. The fees for Depositary services shall be paid according to the invoice issued by the Depositary to the Management Company or directly to the Fund.

47. Where operating costs of the Fund are incurred by the Management Company or the Depositary, the Fund must reimburse such costs (for the benefit of the Fund) to the Management Company or the Depositary at any time according to the invoices issued by the Management Company or the Depositary.

Auditors' fees

48. The fee payable to the audit firm for audit services rendered to the Fund may not exceed 0.10 % of the Fund’s average annual NAV.

Remuneration to financial intermediaries

49. Remuneration to financial intermediaries (financial brokerage companies, commercial banks, etc.) for transactions executed may not exceed 1.00 % of the Fund’s average annual NAV.

Fund's incorporation (operational structuring) costs

50. The costs of incorporation of the Fund will not exceed EUR 20,000 if the investments into the Fund or the Fund's investments are made only through companies and/or other entities established in the Republic of Lithuania. Any surplus of this amount will be covered by the Management Company. Where, at the Investors' request, investments are made through companies and/or other entities established in other countries, the costs of incorporation in excess of EUR 20,000 shall be covered by the Fund's Investors.

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Management costs of investment objects

51. The costs directly associated with the intended or finalised acquisition and management of RE properties (including but not limited to the travel costs of the Management Company’s staff, fees of consultants, experts and valuators as well as representation costs) may not exceed 1.00% of the Fund's average annual NAV.

Costs of financial institutions

52. Currency exchange, money transfer and other related costs necessary for proper performance, execution of orders, etc.

Costs incurred by the Investment Committee in relation to the operations of the Fund

53. In carrying out its functions, the Investment Committee (if any) may incur costs of organising meetings and hiring additional consultants as well as other costs arising for the purposes of making the right investment decisions. The costs of this nature incurred by the Investment Committee will be covered from the Fund’s assets.

VII. TERMS AND PROCEDURE FOR CHANGING THE MANAGEMENT COMPANY AND THE DEPOSITARY

54. Subject to the notification of the Bank of Lithuania, the management of the Fund may be transferred to another management company where:

54.1. The Management Company undergoes liquidation;

54.2. The Management Company undergoes reorganisation;

54.3. The Management Company undergoes bankruptcy proceedings;

54.4. The Bank of Lithuania decides to restrict or cancel the rights related to the management of investment funds specified in the licence of the Management Company;

54.5. The Management Company is unable to continue the management of the Fund in an appropriate and effective manner for any objective reasons and the board of the Management Company decides to transfer the Fund's management.

55. If the management of the Fund is transferred to another management company, by the decision of the board of the Management Company, the Management Company shall be responsible for the selection of another management company holding the relevant licence and the transfer of all documents and information necessary for the takeover of management of the Fund. Another management company which takes over management of the Fund shall also take over all the documents of incorporation of the Fund and documentation related to the Fund as well as the responsibilities, obligations, rights and duties laid down in the Rules of the Fund and legal acts of the Republic of Lithuania. .

56. The Depositary may be changed by the decision of the board of the Management Company and subject to the notification of the Bank of Lithuania where:

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56.1. The Depositary fails to comply with legal requirements;

56.2. The Depositary fails to perform its obligations or performs them in an inappropriate manner;

56.3. The Management Company seeks to reduce the costs of services provided by the Depositary;

56.4. The Depositary loses the right to provide services of a depositary;

56.5. The existence of other serious reasons.

57. To change the Depositary, the Management Company shall terminate the agreement with the Depositary and enter into an agreement with another person entitled to provide services of a depositary. The Depositary shall be deemed to have been changed from the moment when another person entitled to provide the services of a depositary takes over the rights and duties of the Depositary and is transferred all the assets of the Fund for custody.

VIII. COLLECTION OF COMMITMENTS AND TERMS AND PROCEDURE FOR THE PLACEMENT (SALE) OF INVESTMENT UNITS

Offering of investment units

58. The offering of the investment units of the Fund shall be non-public. A non-public offering of investment units of the Fund is the offering where:

58.1. Investments are made on the initiative of the Investor itself in the absence of any prior offer from the Management Company;

58.2. Investment units are offered to a predetermined and known group of persons referred to in paragraph 59of the Rules; or

58.3. At least one of the conditions laid down in the Law on Securities exists where the public offering or listing of securities for trading on a regulated market does not require the publication of a prospectus.

59. During the First Placement Period, it will be sought to offer the investment units of the Fund in a non-public manner in Lithuania and abroad without prejudice to the legal acts applicable in the relevant countries. A standard investor is a business representative managing assets of at least EUR 5 million and seeking to diversify its individual (family) investment portfolio using higher risk investments to achieve a much higher profitability than that of deposits or government bonds. A standard foreign investor is a representative of a business similar by nature to the planned activities of the Fund managing assets of least EUR 5 million and seeking to profit from the premium on all investments on the markets of the Baltic states.

60. The Management Company shall collect Commitments and carry out the offering of investment units on its own. Investment Agreements shall be drawn up and signed with the Investor by the Management Company.

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Investment Agreements

61. Commitments shall be collected from the Investors and investment units of the Fund shall be placed after the Investment Agreements are signed with the Investors. In the Investment Agreement, the Investor shall express an irrevocable and recurring Commitment to invest the amount specified in the Investment Agreement into the Fund in exchange for the investment units of the Fund under the Investment Call Notice provided by the Management Company and other payments provided for in the Prospectus and the Rules (if any).

62. The Investment Agreement shall be concluded in two written copies upon arrival to the Management Company.

General investment call provisions

63. If the Management Company determines a need for investment resources, it shall send the following by e-mail:

63.1. During the First Placement Period to the Investors of the First Placement Period Investment Call Notices specifying the amount of money to be transferred (invested) by the Investors to the Fund in proportion (pro rata) to the amount of their Commitments made to the Fund in exchange for the investment units and/or payments laid down in the Rules and the Prospectus (if any);

63.2. During Subsequent Placement Periods only to the Investors of Subsequent Placement Periods (i.e. the Investors that have just joined the Fund) Investment Call Notices specifying the amount of money to be transferred (invested) by the Investors to the Fund in proportion (pro rata) to the amount of their Commitments made to the Fund. Investment Call Notices to the Investors of Subsequent Periods only can also be sent in parts, depending on the Fund's need of investment resources. All Investors of the Fund will be asked for investment resources pro rata only after the Investors of Subsequent Placement Periods transfer (invest) all the money in the Fund which would have been invested by them pro rata if they had participated during the previous placement periods.

Explanation of pro rata calculation

For instance, a total amount of EUR 5,000,000 in Commitments has been collected from all the Investors during the First Placement Period, i.e.:

EUR 3,000,000 from Investor A

EUR 2,000,000 from Investor B

Let's say that the Investment Company locates an investment object appropriate for the Fund with the acquisition value of EUR 2,500,000.

The investment object of the Fund makes up 50% of the Commitments made by all the Investors to the Fund.

Consequently, Investor A will be asked to transfer EUR 1,500,000 (i.e. 50% of the Commitment of EUR 3,000,000) and Investor B EUR 1,000,000 (i.e. 50% of the Commitment of EUR 2,000,000) so that the Fund can acquire the investment

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object found by the Management Company.

In addition to the amount to be transferred, Investors may be asked to pay additional fees specified in these Rules and the Prospectus (for instance, the subsequent subscription fees (according to paragraph 72 of the Rules), interest for the delay to transfer the requested amount (according to paragraph 75 of the Rules).

64. During the Commitment Period, the Management Company may at any time request all the Investors to transfer the investment amount specified in the Investment Call Notice (proportional to the amount of each Investor's Commitments) to Fund's Account No LT25 7044 0600 0810 3901 within 20 calendar days of the date of the Investment Call Notice sent by e-mail. The total amount to be invested which is specified in the Investment Call Notices sent to each specific Investor may not exceed the amount of Commitment of the Investor specified in the Investment Agreement. These resources shall be used for the acquisition of investment objects of the Fund and/or other payments specified in the Prospectus and the Rules.

65. The amounts transferred (invested) by the Investors to the Fund under the Investment Call Notice shall be converted to investment units once per month, i.e. on the first working day of the calendar month if the total amount specified in the Investment Call Notice to be used for the purchase of investment units of the Fund (and making the mandatory payments laid down in the Prospectus and the Rules, if applicable) is credited to the Fund's bank account before the last calendar day of the preceding calendar month (inclusive). Although money will be converted to investment units on the first working day of the calendar month, entries confirming the title of the Investors to the investment units of the Fund will be made in personal securities accounts as of the date of the last calendar day of the preceding calendar month.

First Placement Period

66. The First Placement Period shall commence on the next day after the date of approval of the Rules by the Bank of Lithuania. During this period, the Management Company shall sign Investment Agreements with the Investors until the Management Company decides, at its own discretion, to end the First Placement Period. In any case, the First Placement Period may last no more than 12 months from the commencement of the Fund's operations.

67. During the First Placement Period, Investment Call Notices shall be sent to the Investors if the need for investment resources arises. The number of Investment Call Notices sent to the Investors shall be unlimited, i.e. the Management Company shall be entitled to send more than one Investment Call Notice to the Investors. The Investors shall acquire the investment units of the Fund at the nominal value of the investment unit (EUR 1) and the conversion of money to the investment units of the Fund shall be made at the nominal value of the investment unit (EUR 1).

68. If the need for investment resources arises after the completion of the First Placement Period, Investment Call Notices shall be sent until the end of the next Subsequent

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Placement Period only to the Investors that joined the Fund during the First Placement Period.

Subsequent Placement Period

69. Any Subsequent Placement Period or Periods shall be started by the Management Company at any time after the end of the First Placement Period and may last until the end of the term of Fund's operations.

70. Each Subsequent Placement Period shall end when the Management Company decides that the collected Commitments are sufficient for the Fund's investments at the particular time of the Fund's operation.

71. If investment resources are needed, Investment Call Notices during each Subsequent Placement Period shall be sent only to the Investors of the relevant Subsequent Placement Period. The number of Investment Call Notices sent to the Investors shall be unlimited, i.e. the Management Company shall be entitled to send more than one Investment Call Notice to the Investors.

72. The Investors shall acquire the investment units of the Fund at the nominal value of the investment unit (EUR 1) and shall pay additionally annual interest of 12% for subsequent subscription on the amount which the Investor would have paid for investment units under each previously sent Investment Call Notice by participating in the previous Placement Periods. The additional fee is set to offset the minimum costs of the Fund (and its Investors respectively) which were covered by the previous Investors from the total assets of the Fund.

73. The conversion of money to the investment units of the Fund shall be made at the nominal value of the investment unit (EUR 1). The additional fee (12%) shall be included in the total NAV of the Fund and shall not be converted into investment units of the Investor.

74. The Management Company may ask that the amount to be transferred by the Investor to the Fund is transferred in instalments depending on the Fund's need of investment resources. Investment resources under Investment Call Notices will be requested only from the Investor/Investors that joined the Fund later during the relevant Subsequent Placement Period until the investments of such Investor/Investors in the Fund reach the amount proportionate (pro rata) to the amount of Commitments made to the Fund (as if they had joined the Fund from its inception).

Consequences of failure to pay the investment amount on time

75. If the Investor fails to transfer the money before the date specified in the Investment Call Notice (i.e. within 20 calendar days of the date of the Investment Call Notice sent by e-mail), the Investor must transfer the entire requested amount of money within additional 20 calendar days and pay a fine to the Fund as compensation for disrupting the Fund's operations which shall be comprised of:

75.1. 12% annual interest (calculated for the period from the first day of delay until the date of transfer of money to the Fund's account) on the overdue amount if the Investor has notified the Management Company of the anticipated delay in advance; or

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75.2. 24% annual interest (calculated for the period from the first day of delay until the date of transfer of money to the Fund's account) on the overdue amount if the Investor has failed to notify the Management Company of the anticipated delay.

76. If the Investor fails to transfer the money within additional 20 calendar days, the Management Company shall be entitled:

76.1. To offer other Investors to redeem all the investment units of the Fund held by the delinquent Investor (and, accordingly, take over the outstanding Commitments) at the acquisition price of units according to the nominal value; or

76.2. To restrict the rights to information and profit of the delinquent Investor: (i) the delinquent Investor will no longer receive any additional information on the operations of the Fund, except for publicly available information, and (ii) the delinquent Investor will lose entitlement to the Fund's profit and will only receive the amount invested, i.e. will only be refunded the nominal value of the investment units and no other payments referred to in paragraphs 124 and 125 of the Rules will be made to the Investor.

Ownership

77. Ownership of the Fund’s investment units shall originate after the conversion of the amounts transferred (invested) by the Investor in the Fund’s units and an entry in the Investor's personal securities account made by the manager of personal accounts (AB SEB bankas).

78. An entry in the Investor's personal securities account shall be the proof of ownership of the Fund's units.

79. Where the Investor transfers ownership of the Fund's investment units under an agreement, an entry in the personal securities account shall be made within 1 working day of the date on which the Management Company receives the agreement on the transfer of ownership of investment units and a confirmation that the investment units are the personal property or a written power of attorney by the spouse if the investment units are the common joint property of the spouses.

IX. TERMS AND PROCEDURE FOR THE REDEMPTION OF INVESTMENT UNITS

80. The redemption of the Fund’s investment units shall be restricted. During the term of the Fund’s operations, the Fund’s investment units will not be redeemed at the request of the Investors. The redemption of investment units will be compulsory by the decision of the Management Company. If an Investor wishes to sell his/her investment units prematurely, the Management Company will make effort to find an alternative buyer among the existing or new Investors. However, this shall not be construed as an obligation of the Management Company to find a buyer for the investment units of the Fund offered for sale by such.

81. The redemption of investment units from all the Investors will be compulsory, automatic (i.e. the Investor will not need to file redemption applications or carry out any other formalities) and proportional in the following cases:

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81.1. By the decision of the Management Company in cases when any investment object of the Fund or any group of them is disposed of and the Management Company decides that the proceeds should not be reinvested. In this case, the share of investment units will be redeemed from all the Investors in proportion to the number of investment units (pro rata) obtained by dividing the share of Fund's resources available for allocation by the value of the investment unit determined during allocation according to the Fund's NAV on the redemption date (see paragraphs 124 and 125 of the Rules);

81.2. Two working days before the end date of the term of the Fund's operations, the remaining part of the investment units issued shall be redeemed for the Fund's NAV after the Fund has paid all due taxes and fully settled with its creditors and according to paragraphs 124 and 125 of the Rules.

82. A notice on the redemption of units during the allocation of resources of the Fund will be sent to Investors by e-mail at least 14 calendar days before the scheduled date of redemption.

Terms and procedure for the settlement with the Investors after the redemption of investment units

83. On the redemption date, the Management Company shall confirm bank orders to transfer the amounts for the redeemed investment units of the Fund to the Investor's bank account specified in the Investment Agreement. The money can be actually credited to bank accounts of the Investors at a later date depending on the bank of the Investor’s account which shall not be construed as late payment for redemption by the Management Company.

84. If the Management Company is at fault for failure of the Fund to settle with the Investor within the above-mentioned time limits, at the written request of the Investor the Management Company must pay delay interest for the period of delay laid down by law to the Investor.

85. From the moment of the decision to redeem investment units, the Investor shall lose all the rights attached to the Fund's investment units to be redeemed, except for the right to receive money for the Fund's investment units redeemed, and the Management Company shall have the duty to settle with the Investor for the Fund's investment units redeemed.

X. PROCEDURE FOR THE VALUATION OF ASSETS, CALCULATION AND PUBLICATION OF THE VALUE OF THE NET ASSET VALUE (NAV) AND INVESTMENT UNIT

86. The Fund's net assets shall be calculated in accordance with the NAV calculation methodology approved by the Bank of Lithuania and NAV calculation procedures of the Management Company.

87. The NAV shall be calculated by deducting non-current and current financial liabilities from the value of the underlying assets of the Fund. In the calculation of NAV, the value of the Fund’s assets and liabilities shall be calculated separately.

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88. Assets (or any part thereof) may be written off only when the rights to the assets (or any part thereof) have been implemented, the validity of the rights to the assets has expired or the rights are being assigned.

89. Liabilities shall be calculated according to the requirements of the Business Accounting Standards.

90. Assets and liabilities must be measured at their fair value.

91. Liabilities (or any part thereof) may be written off only when they disappear, i.e. when the commitments specified in the agreement are fulfilled, cancelled or expired.

92. The Fund's NAV shall be determined at least once per month as of the last calendar day of that calendar month. In all cases, it must be determined at the end of the financial year. The value of the Fund’s NAV and the investment unit shall be calculated and published by 12:00 p.m. of the next working day on the website of the Management Company at www.lordslb.lt.

93. The currency used for the calculation of the Fund's NAV shall be the euro. The value of the Fund’s NAV and the investment unit shall be published in the euro.

94. The value of assets and liabilities denominated in a foreign currency shall be determined according to the euro and foreign currency exchange rate used for accounting purposes on the valuation date which shall be determined in accordance with the Accounting Law of the Republic of Lithuania and Accounting Policy of the Management Company.

95. The value of investment units of the Fund shall be determined by dividing the NAV by the number of all the investment units of the Fund in circulation. The value of the investment units of the Fund (or parts thereof) shall be determined with a precision of four decimal places and shall be rounded in accordance with the mathematical rounding rules. The total value of all the investment units of the Fund in circulation shall be always equal to the Fund's NAV.

96. The fair value of instruments traded on regulated markets shall be determined according to:

96.1. The mid-market price published on the date of valuation;

96.2. The closing price published on the date of valuation, if the price cannot be determined according to the methodology provided in paragraph 96.1;

96.3. If instruments are listed on several regulated markets, their fair value shall be determined using the data of the regulated market on which trading in such instruments is marked by higher liquidity, regularity and frequency;

96.4. If any reasonable choice of the market whose data should serve as the basis for determining the fair value of an instrument is not possible according to the criterion referred to in paragraph 96.3, the data of the regulated market where the issuer of the instrument is established shall be used to determine that value;

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96.5. If an instrument was not listed at the last trading session, the fair value shall be determined using the last available mid market price or closing price that existed no more than 30 days before, provided that no events have occurred since the last trading day causing the current market price to be significantly lower or higher than the last available price;

96.6. If an instrument was not listed for more than 30 days before the date of valuation or it was listed less frequently than defined in the calculation procedures, its value shall be determined in the same manner as that of instruments not traded on regulated markets.

97. Equity securities that are not traded on regulated markets shall be evaluated according to the valuation by an independent business valuator entitled to practice this activity and meeting the criteria laid down in paragraph 100 of these Rules. Equity securities that are not traded on regulated markets shall be evaluated at least once per year (at the end of the year) provided that no major economic changes have occurred necessitating a new evaluation.

98. Equity securities of a SPV shall be evaluated at least once per year depending on the value of RE acquired by the SPV in question.

99. Term deposits at banks shall be carried at the amortised cost value. Cash and funds at credit institutions shall be carried at their nominal value.

100. An entity engaged in the valuation of equity securities that are not traded on regulated markets must meet the following minimum criteria:

100.1. The qualification certificate of the valuation company entitling to engage in property and real estate valuation activities or the authorisation (category) issued by a competent authority entitling to carry out valuation of business units or (shares of) companies was issued no more than 1 year ago;

100.2. The valuation company or the valuator carrying out the valuation of business units or (shares of) companies (the “Business Valuator”) provides the services of valuation of business units or (shares of) companies throughout the entire validity period of the qualification certificate or authorisation (category);

100.3. When valuation is carried out by the valuation company, it employs full-time at least 1 valuator of business units or (shares of) companies holding a property valuator's qualification certificate with continuous duration of at least 3 years;

100.4. The Business Valuator has carried out valuations of at least 5 business units or (shares of) companies in the last 3 years.

101. In carrying out the valuation of equity securities that are not traded on regulated markets, the Business Valuator must take into account the following principles:

101.1. The Business Valuator must use the business valuation methodology accepted in the relevant country;

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101.2. The Business Valuator must take into account the following key valuation criteria: business restrictions, market changes, market share, technological changes, transparent financial indicators, cash flows, growth potential, capital structure, market concentration, etc.;

101.3. The Business Valuator is prohibited from evaluating a business entity or company (shares) which is held or whose shares are held by the Business Valuator or by his/her relatives or where a business entity or company (shares) subject to valuation are controlled on a fiduciary basis by companies, institutions or organisations whose managers are the relatives of the Business Valuator.

102. Equity securities and money market instruments that are not traded on regulated markets shall be evaluated according to the following procedure:

102.1. Instruments with maturity of more than 1 year shall be evaluated according to the following formula:

where:

K is the total value of the instrument (calculated at the nominal value of one hundred currency units);

Si is the ith cash flow at the nominal value of one hundred currency units of the instrument (coupon payment or amount payable at the time of redemption);

Y is the yield of the instrument (percentage) evaluated according to the market data;

H is the number of coupon payments per year (where the instruments have no coupons, this number is deemed to coincide with the standard number of coupon payments of other instruments);

n is the number of coupon payments remaining before the redemption of the instrument (the relative number of coupon payments where instruments have no coupons);

Pi is the number of coupon periods from the date of calculation of the NAV to the date of payment of 'i' cash flow (may be a fraction). Where an instrument has non-standard coupon periods, the number of coupon periods is calculated assuming that all periods are standard.

102.2. Instruments with maturity of less than 1 year shall be evaluated according to the following formula:

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where:

K is the total value of the instrument (calculated at the nominal value of one hundred currency units);

Si is the ith cash flow at the nominal value of one hundred currency units of the instrument (coupon payment or amount payable at the time of redemption);

Y is the yield of the instrument (percentage) evaluated according to the market data;

n is the number of coupon payments remaining before the redemption of the instrument (the relative number of coupon payments where instruments have no coupons);

d1 – is the number of days from the date of calculation of the NAV to the date of redemption (coupon payment date).

102.3. In other cases the value shall be determined according to the probable sale price estimated using the selected valuation model (specified in the NAV calculation procedures) which is universally applied and recognised on the financial market if such model ensures a better estimate of the value of these instruments compared to the methods referred to in paragraphs 102.1 and 102.2.

102.4. The valuation of debt securities issued by the SPV shall be carried out in accordance with the formulas provided for in paragraph 102.1 or 102.2. Where debt securities issued by the SPV have no yield (Y) or the yield cannot be determined, the yield (Y) shall not be taken into account as a component of the formula in the valuation of such debt securities. In this case, only the accrued interest rather than the yield (Y) of the debt securities shall be calculated.

103. The value of a derivative financial instrument shall be determined according to the last market value of an identical previously concluded transaction if no major changes in the economic situation occurred between the date of transaction and the date of valuation. If the economic situation has changed, the value shall be determined according to the probable sale price estimated using the selected valuation model (specified in the NAV calculation procedures) which is universally applied and recognised on the financial market.

104. Term deposits at banks shall be carried at the amortised cost value. Cash and funds at credit institutions shall be carried at their nominal value.

105. Money market instruments with maturity or the time remaining to maturity no longer than 397 days, or the yield of which is reviewed on a regular basis according to the money market conditions at least once in 397 days, or the risk of which, including the credit and interest rate risks, is very similar to the risks of financial instruments with maturity and yield meeting the above features, may be evaluated using the amortised cost method.

106. The market value of RE shall be determined according to the data provided by an independent property valuator entitled to carry out the valuation and meeting the criteria laid down in paragraph 108. A RE property directly owned by the Fund shall be evaluated

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at least once per year, provided that no major economic changes or RE market price changes have occurred necessitating a new valuation.

107. The RE valuation shall be carried out by one property valuator. The valuation of RE properties located outside the Republic of Lithuania shall be carried out by at least 1 valuator who meets the requirements applicable to RE valuators laid down in legislation of the respective country.

108. An entity engaged in RE valuation must meet the following minimum criteria:

108.1. Hold a qualification certificate entitling to engage in RE valuation activities issued by a competent authority of the respective country in the territory of which the RE subject to valuation is located;

108.2. Have the registered office (branch) in the respective country in the territory of which the RE subject to valuation is located;

108.3. Have sufficient experience of valuation of RE which is the object of valuation in the relevant country;

108.4. Have valid professional liability insurance for at least EUR 1 million;

108.5. Have carried out valuations of commercial RE properties for the aggregate value of at least EUR 33 million in the last 3 years.

109. The RE valuator may be changed due to a negative comments of audit, regulatory authorities, material default on or inappropriate performance of the services contract, material deterioration of the valuator's reputation, cancellation of the qualification certificate issued by the competent public authority, termination of the valuator's operations and other cases.

110. The value of other assets shall be determined according to the most probable sale price estimated using the selected valuation model (specified in the NAV calculation procedures) which is universally applied and recognised on the financial market.

XI. PROCEDURE FOR THE CALCULATION AND PUBLICATION OF REDEMPTION AND SALE PRICES OF INVESTMENT UNITS

Sale price of investment units

111. Under the Investment Agreements concluded during the First Placement Period, the Investors shall acquire the investment units of the Fund at the nominal value of the investment unit (EUR 1). Under the Investment Agreements concluded during the Subsequent Placement Periods, the Investors shall acquire the investment units of the Fund at the nominal value of the investment unit (EUR 1) and shall pay an additional fee specified in paragraph 72 of the Rules for subsequent subscription to the Fund.

Redemption price of investment units

112. If the units of the Fund are redeemed from all the Investors by the sale of the investment object or after the end of the term of the Fund's operations, the investment units of the Fund

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shall be redeemed according to the procedure laid down in paragraphs 124 and 125 of the Rules.

Publication of sale and redemption prices of investment units

113. The sale price of investment units shall not be published since the sale price of an investment unit is always equal to EUR 1 during the First Placement Period and EUR 1 plus the additional fee for subsequent subscription during the Subsequent Placement Periods.

114. The redemption price of investment untis of the Fund shall be specified in the Investment Return Notice.

XII. SUSPENSION OF REDEMPTION OF INVESTMENT UNITS

115. The redemption of investment units of the Fund may be suspended by the Bank of Lithuania in cases laid down in the LCIUII. The Management Company may decide to suspend the redemption of investment units according to the procedure laid down in paragraph 116 of the Rules. From the moment of adoption of the decision to suspend the redemption of investment units, it shall be prohibited to take any redemption actions and pay for units of the Fund intended to be redeemed before the decision to suspend the redemption was made.

116. The Management Company may decide to suspend the redemption of investment units if the redemption becomes impossible or disadvantageous to the Fund and Investors due to the circumstances aggravating the redemption such as a force majeure situation, failed transaction, unexpected market development, political event or other circumstances which objectively encumber the redemption of the Fund's units or may prejudice the interests of the Investors. The Investors and the Bank of Lithuania will be notified of the decision to suspend the redemption of investment units by e-mail immediately after the adoption of the relevant decision.

XIII. PROCEDURE FOR THE PUBLICATION OF INFORMATION ON THE FUND

117. Copies of the Rules, the Prospectus and the annual report of the Fund (if any) will be made available to the Investor free of charge prior to the signing of the Investment Agreement; and delivered to each Investor by e-mail at their request. The Rules, the Prospectus and the annual report shall not be published on the website of the Management Company.

118. In addition, information on the value of investment units of the Fund held by the Investor shall be provided to each Investor by e-mail at his/her request.

XIV. ALLOCATION OF AVAILABLE RESOURCES (REVENUE) OF THE FUND

Cases of allocation of available resources (revenue)

119. At any time of the Fund's operation, the Management Company may decide to allocate the resources accrued in the Fund's account (generated by lease, sale of properties, bank lending or other sources) by redeeming part of the Fund's units held by the Investors (according to the procedure laid down in the Rules and the Prospectus). The available

29

resources (revenue) of the Fund shall also be allocated in the case of the Fund's split-up (liquidation).

120. The Management Company shall decide on the allocation of available resources (revenue) of the Fund and the amount of available resources (revenue) of the Fund that can be allocated.

121. The Fund may reinvest the unallocated available resources (revenue) in new properties only until the end of the Commitment Period.

122. The target rate of return of the Fund shall be determined using the Microsoft Excel XIRR formula which estimates the time of positive and negative flows of the Fund and their size, where:

122.1. A negative flow means resources paid by the Investors and converted to investment units of the Fund as well as additional subsequent subscription fees paid by the investors.

122.2. A positive flow means resources disbursed to the Investors of the Fund by redeeming investment units of the Fund (before taxes).

XIRR calculation principle

123. The XIRR is calculated using iterative techniques. Using the exchange rate, the XIRR cycles through the calculation (starting with a guess) until the accuracy of the result is at least 0.000001 per cent. If the XIRR cannot find a result that works after 100 tries, the error value is returned. The rate is changed if:

where:

di = the ith, or last, payment date

d1 = the 0th payment date

Pi = the ith, or last, payment

Procedure for the allocation of available resources (revenue)

124. The available resources (revenue) of the Fund including those available during liquidation shall be disbursed to the Investors (by redeeming the investment units of the Fund) and to the Management Company (as the Success Fee) as follows:

124.1. 100% of the resources shall be paid to the Investors only pro rata until the original amount invested in the Fund is repaid to them (i.e. measured at the nominal unit value of investment units);

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124.2. The remaining 100% of the resources after the allocation referred to in paragraph 124.1 above shall be paid to the Investors only until the payments to be made to them reach the Hurdle Rate (10% per annum);

124.3. The remaining 70% of all the available resources after the allocation referred to in paragraphs 124.1 and 124.2 above shall be paid to the Investors and 30 % to the Management Company as the success fee (the "Success Fee").

Example

For instance, let's presume that the Fund has operated for 1 year and generated the amount of available resources (revenue) of EUR 1,200,000 during that time, including:

• EUR 800,000 in resources paid by all the Investors and converted to investment units of the Fund;

• EUR 200,000 in the compensatory fee paid by subsequent Investors for subsequent subscription;

• the remaining EUR 200,000 in the amount earned from the realisation of Fund's investments.

In accordance with the procedure of allocation of available resources (revenue) laid down in paragraph 124 of the Rules, the amount of EUR 1,200,000 generated by the Fund would be allocated as follows:

1. EUR 800,000 would be returned to the Investors under paragraph 124.1 of the Rules. After the return of this amount, the allocation of available resources (revenue) would be further calculated under paragraph 124.2 of the Rules.

2. Under paragraph 124.2 of the Rules, the Hurdle Rate shall be calculated in the following manner:

(a) EUR 800,000 (resources paid by the Investors and converted to investment units of the Fund) + EUR 200,000 EUR (amount received from subsequent Investors as the compensation fee) = EUR 1,000,000 x 10% (Hurdle Rate percentage) = EUR 100,000

(b) accordingly, the Investors should be paid the amount under paragraph 124.2 calculated in the following manner: EUR 1,100,000 – EUR 800,000 = EUR 300,000

3. Under paragraph 124.3 of the Rules, the allocation of remaining amounts to the Investors and the Management Company shall be calculated in the following manner:

(a) EUR 1,200,000 (available resources (revenue) generated by the Fund) – EUR 800,000 (amount to be returned to the Investors under paragraph 124.1 of the Rules) – EUR 300,000 (amount to be returned to the Investors under paragraph 124.2 of the Rules) =

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EUR 100,000

(b) The remaining amount of EUR 100,000 would be allocated in the following manner:

• The amount payable to the Management Company as the Success Fee: EUR 100,000 x 30% = EUR 30,000

• The amount payable to the Investors: EUR 100,000 x 70% = EUR 70,000

125. During the allocation of the Fund’s resources (including profit), the number of investment units redeemable from the Investors shall be calculated on a case-by-case basis as follows:

125.1. The value of the investment unit according to the Fund's NAV on the redemption date shall be determined;

125.2. The share of the Fund (cash amount) to be allocated to the Investors shall be divided by the value of an investment unit according to the Fund's NAV on the redemption date;

125.3. The number of investment units derived shall be redeemed proportionally from all the Investors (pro rata).

Clawback

126. The Success Fee payable to the Management Company before the end of the term of the Fund's operations (during the resource allocation) shall be paid in advance (i.e. the Management Company will recalculate the Success Fee prepaid during the Fund's operations at the end of the term of the Fund's operations). After the end of the term of the Fund's operations or liquidation of the Fund, the Success Fee prepaid to the Management Company shall be offset against the actual amount of the Success Fee due to the Management Company (for the entire duration of the Fund's operations). If the Success Fee has been prepaid to the Management Company and it is determined during the liquidation of the Fund that the Success Fee of the Management Company is higher than the fee calculated for the entire term of the Fund’s operations, the Management Company must repay the Fund and disburse to the Investors the amount of the prepaid Success Fee (net of state taxes paid by the Management Company in relation to this amount) so that the allocation ratio of the Fund's resources (including profit) laid down in paragraph 124 of the Rules is maintained (in terms of the Fund's revenue for the entire term of the Fund's operations).

XV. GROUNDS AND PROCEDURE FOR THE SPLIT-UP (LIQUIDATION) OF THE INVESTMENT FUND

127. The Fund will be split up (liquidated) in the following cases:

127.1. At the end of the term of the Fund’s operations; or

127.2. At the end of the extended term of the Fund's operations if the Management Company decided to extend the term of the Fund's operations for a period of up to 2 years according to the procedure laid down in these Rules; or

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127.3. Before the end of the term of the Fund’s operations if the Management Company decided to split up (liquidate) the Fund prematurely when (i) the Fund has disposed of all RE and the proceeds are not reinvested; (ii) in a force majeure situation; (iii) in other cases when further operation of the Fund is not cost-effective to the Fund and the Investors.

128. If there are lawsuits pending before the court over the obligations to be discharged at the expense of the Fund, the Fund may be liquidated only after the judgments in such cases become effective.

129. The date of split-up (liquidation) of the Fund must be communicated to the Investors 3 months before the intended date of split-up (liquidation). The notice must specify the reasons for the split-up of the Fund, describe the split-up procedure and specify the procedure of settlement with the Investors (except where the Investors are asked to approve the extension of the Fund's operation).

130. After the Management Company decides to split up the Fund, the redemption and placement of investment units, if any, shall be discontinued.

131. Two working days before the date of liquidation of the Fund (e.g. on 29 August of the date of liquidation of the Fund is 31 August):

131.1. The Management Company shall determine the Fund's NAV which shall include cash in the account (remaining after the sale of all investment instruments making up the Fund, collection of debt, satisfaction of claims of the Fund's creditors and payment of all costs of the Fund);

131.2. The Management Company shall redeem investment units held by the unitholders in accordance with the procedure laid down in paragraph 124 of the Rules.

132. In cases not discussed in the Rules, the requirements of the LCIUII and other legal acts shall be followed for the purposes of the split-up (liquidation) of the Fund.

XVI. PROCEDURE OF AMENDMENT OF THE RULES

133. The Rules shall be adopted, amendment and modified by the decision of the board of the Management Company. The amendments and modifications of the Rules shall be deemed adopted and shall enter into force as of the adoption of the decision of the board of the Management Company, unless a later date of their entry into force is specified in the decision itself.

134. Major amendments to the Rules of the Fund shall require the approval of the Investors holding at least 2/3 of the investment units. Manor amendments shall be the changes which may have a negative effect on the financial standing of the Investors (increase in the existing or introduction of new fees, changes in the profit allocation, etc.).

135. For the purposes of the above-mentioned approval, the Management Company will send an e-mail to each Investor at least 1 month before the date of entry into effect of the intended amendments specifying the following:

135.1. The substance and content of the intended amendments.

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135.2. The time limit for expressing the Investor's approval (or disapproval) of the amendments to the Rules of the Fund.

136. If the Management Company fails to receive the required number of approvals from the Investors for the amendment of the Rules of the Fund according to the procedure and within the time limit stipulated in the notice, the board of the Management Company will decide not to amend the Rules of the Fund.

137. The Investors which do not accept major amendments to the Rules shall continue to be the unitholders of the Fund whose Rules have been amended. For the purposes of clarity, it shall be determined that, depending on the investment strategy and type of investment objects of the Fund and in order to ensure the Fund's continuity, the Investors that do not accept the amendments to the Rules will not be able to ask for their investment units to be redeemed.