Risk Disclosure

An investment in the EIGHTClouds Real Estate Investment Fund (the "Fund") entails substantial risk. The nature of the investments of the Fund involves certain risks including, but not limited to, those listed below. Potential investors should carefully consider the following factors, amongst others, in determining whether an investment in the Fund is suitable for them.

General Risks

Limited regulatory oversight.

Although the Fund is a regulated mutual fund under the Mutual Funds Act, it is not required to, nor does it intend to, register or be licensed under the laws of any other jurisdiction or with any other supervisory or regulatory authority outside the Cayman Islands. As a consequence, the securities laws of other jurisdictions (which may provide certain regulatory safeguards to investors) generally will not apply. Accordingly Shareholders may not have the benefit of all the protections afforded to them by the securities laws of their home jurisdiction or other relevant jurisdictions.

Business risk.

The Fund will compete with other investment funds and market participants for investment opportunities. Such competitors may be substantially larger and have considerably greater financial, technical and marketing resources than are available to the Fund. They may also have a lower cost of capital and access to funding sources that are not available to the Fund. Such factors may result in the Fund being at a competitive disadvantage with respect to investment opportunities.

Illiquidity of Participating Shares.

It is not anticipated that there will be an active secondary market for the Participating Shares and it is not expected that such a market will develop. Participating Shares are not transferable without the approval of the Directors. Consequently, Shareholders may not be able to dispose of their Participating Shares except by means of redemption. Redemptions may be subject to an overall limit by reference to the Net Asset Value and may be suspended in certain circumstances.

Regulatory risks of investment funds.

The regulatory environment for funds is evolving and any changes may adversely affect the ability of the Fund to pursue its trading strategies or obtain the leverage it might otherwise have obtained. Regulatory changes may also adversely affect the ability of the Investment Manager to market the Fund. The effect of any future regulatory change on the Fund could be substantial and adverse.

Valuation of the investments.

The valuation of the securities and other investments of the Fund may involve uncertainties and judgmental determinations. Independent pricing information about some of the securities and other investments of the Fund may not always be available. If a valuation is incorrect, the Net Asset Value per Participating Shares, and consequently the Subscription Price and the Redemption Price, may be overstated or understated. As a consequence a redeeming Shareholder may, in effect, be overpaid or underpaid and a new Shareholder could underpay or overpay for Participating Shares. None of the Fund, the Directors, the Investment Manager or the Administrator will be liable if a price or valuation used in good faith in the calculation of the Net Asset Value later proves to be incorrect or inaccurate. In the absence of manifest error, the Fund does not intend to adjust the Net Asset Value per Participating Shares retroactively.

Cybersecurity.

With the use of technology to conduct business, the Fund is susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to, gaining unauthorised access to digital systems (e.g. through "hacking" or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which the Fund invests, counterparties with which the Fund engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers for investors) and other parties. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Fund's service providers may have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Fund cannot control the cyber security plans and systems put in place by its service providers or any other third parties whose operations may affect the Fund or its investors. The Fund and its investors could be negatively impacted as a result. The Fund, its representatives, officers, employees or associates, shall not be held responsible or liable for any loss arising from or in connection with the use of this website.

Political Uncertainty.

Changes in political regimes may destabilise long-held treaties and customs between nations leading to market instability in both developed and emerging countries. Given changes in administrations or applicable law, the future of current regulations, or the adoption of new regulations, is also uncertain. These uncertainties may have adverse impacts on the Fund.

Risks associated with the investment strategies

Availability of investment strategies.

The success of the investment strategies of the Fund will depend on the ability of the Fund to identify overvalued and undervalued investment opportunities and to exploit price discrepancies in the financial markets, as well as to assess the impact of news and events that may affect the financial markets. Identification and exploitation of the investment opportunities to be pursued involves a high degree of uncertainty. No assurance can be given that the Fund will be able to locate suitable investment opportunities in which to deploy all of the assets of the Fund or to exploit discrepancies in the securities and derivatives markets. Market factors including a reduction in market liquidity or the pricing inefficiency of the markets in which the assets of the Fund are invested, may reduce the scope for the investment opportunities for the Fund.

Concentration of investments.

The Investment Manager is not subject to any requirement to diversify the assets of the Fund and consequently such assets may at any time be heavily concentrated in a limited number of positions. In attempting to maximise returns, the holdings of the Fund may be concentrated in those countries, sectors, markets, asset classes, instruments or issuers which, in the judgment of the Fund, provide the best profit opportunity in view of the investment objective. Such concentration increases the risk of an investment in the Fund by increasing the relative impact of changes in the market, economic or political environment affecting particular countries, sectors, markets and issuers. The Fund could be subject to significant losses if it holds a large position in a particular investment that declines in value or is otherwise adversely affected (including as a result of default by the issuer).

General economic and market conditions.

The success of the Fund will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls and national and international political circumstances. These factors may affect the level and volatility of securities prices and the liquidity of the investments of the Fund. Volatility or illiquidity could impair the profitability of the Fund or result in losses.

Governmental intervention.

The global financial markets have recently undergone pervasive and fundamental disruptions and dramatic instability which has led to extensive and unprecedented governmental intervention. Regulators in many jurisdictions implemented a number of wide-ranging emergency regulatory measures, including restrictions on the short selling of financial and other stocks in many jurisdictions. Such intervention was in certain cases implemented on an emergency basis without much or any notice with the consequence that some market participants' ability to continue to implement certain strategies or manage the risk of their outstanding positions was suddenly and/or substantially eliminated. Given the complexities of the global financial markets and the limited time frame within which governments were able to take action, these interventions were sometimes unclear in scope and application, resulting in confusion and uncertainty which in itself was materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies. It is impossible to predict with certainty what additional or future governmental restrictions may be imposed on the markets and/or the effect of such restrictions on the Fund's ability to implement the investment objective of the Fund. However, the Fund believes that there is a likelihood of increased regulation of the global financial markets, and that such increased regulation could be materially detrimental to the performance of the Fund.

Market disruptions.

The Fund may incur major losses in the event of disrupted markets and other extraordinary events which may affect markets in a way that is not consistent with historical pricing relationships. The risk of loss from a disconnect with historical prices is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available to the Fund from its banks, dealers and other counterparties will typically be reduced in disrupted markets. Such a reduction may result in substantial losses to the Fund. In addition, market disruptions caused by unexpected political, military and terrorist events may from time to time cause dramatic losses for the Fund and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. A financial exchange may from time to time suspend or limit trading. Such a suspension could render it difficult or impossible for the Fund to liquidate affected positions and thereby expose the Fund to losses. There is also no assurance that off-exchange markets will remain liquid enough for the Fund to close out positions.

Market liquidity.

The Fund may be adversely affected by a decrease in market liquidity for the instruments in which it invests which may impair its ability to adjust its positions. The size of the Fund's positions may magnify the effect of a decrease in market liquidity for such instruments. Changes in overall market leverage, deleveraging as a consequence of a decision by any lender not to offer credit or by other counterparties to reduce the level of leverage available, or the liquidation by other market participants of the same or similar positions may also adversely affect the Fund.

Nature of investments.

The Investment Manager will have broad discretion in making investments for the Fund. Investments will generally consist of various instruments and other assets that may be affected by business, financial market or legal uncertainties. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the activities of the Fund and the value of its investments. Unexpected movements in interest rates, foreign exchange, credit defaults and spreads, commodity prices or equity values can adversely affect the performance. No guarantee or representation is made that the investment objective of the Fund will be achieved.

Overall investment risk.

All investments of the Fund risk the loss of capital. The nature of the securities to be purchased and traded for the Fund and the investment techniques and strategies to be employed in an effort to increase profits may increase this risk. Many unforeseeable events, including actions by various government agencies, and domestic and international political events, may cause sharp market fluctuations. Changes in the macroeconomic environment, including, for example, interest rates, inflation rates, industry conditions, competition, technological developments, political events and trends, changes to tax laws, currency exchange rates, regulatory policy, employment and consumer demand and innumerable other factors, can substantially and adversely affect the performance of an investment of the Fund. None of these conditions will be within the control of the Fund and there can be no assurance that the Fund will not incur losses.

As with property values in general, the value of any property (or economic interest related to it) owned directly by the Fund or indirectly through a holding company structure can go down as well as up. If debt is used to acquire a property or invest in a holding structure linked to any property, the level of debt used will magnify the effect of any fluctuations in the value of that property on the Fund's underlying Net Asset Value.

The income generated by the Fund (or any underlying fund into which it may invest) is likely to be lower when cash is held pending investment into property. Property acquisitions can take extended periods to negotiate and then to complete. These factors may reduce the level of return generated by the Fund.

The return achieved for Participating Shareholders will be dependent on market conditions. For example, if the Fund is not able to invest promptly new funds raised in additional investments, the level of return achieved by the Fund would be likely to fall. In particular, the level of income may fall, and the target annual income return may not be achieved.

The values ascribed to real properties for Participating Share valuation purposes are the opinion of a valuer, are subjective and may not be realisable. The property held by the Fund may be difficult to value due to its lack of marketability. Estimates of valuation are subject to uncertainty, and hence there is no assurance that the estimates resulting from the valuation process would be reflected in the actual sales price even if such sales were to occur shortly after the relevant valuation. In addition, property itself is a difficult asset to value as its value is generally a matter of the valuer's opinion rather than a question of fact.

An investment in the Fund is not protected against the effects of inflation. A change in the rate of inflation may affect the real value of your investment. All investors should satisfy themselves as to their powers to invest in that Fund through a direct holding of Participating Shares and the suitability of an investment in the Fund.

Not all properties through which the Fund is exposed may benefit from indexed linkage or other contractual known rental uplifts. Some property assets may be subject to lease review on an arbitration basis, where the outcome of such review is subject to a third-party consent or approval and therefore uncertain.

Charges are not made uniformly throughout the life of an investment in the Fund, and this may be a contributory factor to an Investor receiving less than their initial investment upon redemption. A prospective acquisition of property is subject to transaction and completion risk, whereby the Fund may incur costs should an acquisition not conclude for whatever reason.

Legislative changes in the UAE may compel the freehold owner to sell its interests to the leaseholder at a price lower than it might otherwise achieve or may prevent the owner from generating the ancillary income that usually arises from ground rent investments or other property interests.

Risks Related to Investments in the UAE and the GCC Region

The Fund's investments are significantly concentrated in properties in the UAE, which is situated within the GCC region. This limited diversification will result in the concentration of risk. The region may be subject to abnormal volatility. Where there is a high degree of exposure on a concentrated basis in one region, the risk that these investments may be subject to unexpected and substantial price movements.

The Fund's investments in the UAE could be affected by political, economic, or regulatory changes. Shifts in government policies, including taxation, investment or securities regulations, and foreign currency controls, may impact the investment climate and economic stability. Such uncertainties could delay business activity, affect the region's economic environment, and adversely impact the Fund's operations, investments, and returns to investors.

Businesses in these markets may adhere to accounting, auditing, and financial reporting standards, practices, and disclosure requirements, including capital adequacy rules and anti-money laundering regulations, that may not yet be fully aligned with international benchmarks. As a result, these differences could provide less protection to investors compared to other markets. Additionally, in the UAE and GCC region, the validity of title or enforceability of claims related to certain investments may be subject to challenges due to specific local legal frameworks, interpretations, or regulatory practices.

Settlement systems in the UAE and GCC region may pose risks of delays or defects. Transactions might require payment before receipt of securities or delivery of securities before payment, increasing counterparty default risk. Additionally, securities in these markets may be less liquid than those in other markets, potentially impacting the timing and pricing of acquisitions and disposals.

This list of risk factors does not purport to be complete. Nor does it purport to be an entire explanation of the risks involved in an investment in the Fund. A potential investor should read the Offering Materials in their entirety as well as consult with its own legal, tax and financial advisers before deciding to invest in the Fund.

RESTRICTIONS ON DISTRIBUTION

Cayman Islands:

No invitation may be made to the public in the Cayman Islands to subscribe for the Participating Shares. For these purposes, the term "public in the Cayman Islands" does not include a sophisticated person or high net worth person (as defined under the Securities Investment Business Act (2020 Revision)), exempted companies, ordinary non-resident companies or foreign companies registered under the Companies Act (2025 Revision), limited liability partnerships registered under the Limited Liability Partnership Act (2025 Revision), limited liabilities registered under the Limited Liability Companies Act (2025 Revision), exempted limited partnerships registered under the Exempted Limited Partnership Act (2025 Revision) and trusts registered under section 74 of the Trusts Act (2021 Revision).

Dubai International Financial Centre:

This document relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority, or the DFSA. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved the contents of this website nor taken steps to verify the information set forth herein and has no responsibility for this document. The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this website you should consult an authorised financial advisor.

Kuwait:

The Participating Shares are not being offered to the public in Kuwait. The Participating Shares may be privately placed with a limited number of sophisticated private and institutional investors in Kuwait. The Participating Shares are not registered and/or approved by the Capital Markets Authority of Kuwait or any other governmental/regulatory authority in Kuwait. Pursuant to the Kuwaiti Capital Markets Law and the regulations issued thereunder, any investor resident in Kuwait may be required to obtain prior special permission of the Capital Markets Authority of Kuwait before making investments outside of Kuwait, including any investment in the fund. The Fund has neither obtained any approval from the Capital Markets Authority of Kuwait or any other regulatory authority in Kuwait nor does it intend to do so and hence any eligible investor who is resident of Kuwait will be entirely responsible for determining its eligibility to invest in the Participating Shares in the Fund.

Qatar:

The contents described in this website have not been, and will not be, offered, sold or delivered, at any time, directly or indirectly in the State of Qatar in a manner that would constitute a public offering. The contents of this website has not been, and will not be, registered with or approved by the Qatar Financial Markets Authority or Qatar Central Bank and may not be publicly distributed.

Saudi Arabia:

Neither the contents of this website nor the Participating Shares have been approved, disapproved or passed on in any way by the Capital Market Authority or any other governmental authority in the Kingdom of Saudi Arabia, nor has the Fund received authorisation or licensing from the Capital Market Authority or any other governmental authority in the Kingdom of Saudi Arabia to market or sell the Participating Shares within the Kingdom of Saudi Arabia. This website does not constitute and may not be used for the purpose of an offer or invitation. No services relating to the Participating Shares, including the receipt of applications and the allotment or redemption of the Participating Shares, may be rendered by the Fund within the Kingdom of Saudi Arabia.

United Arab Emirates:

The securities have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, the offering does not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and is not intended to be a public offer.

Generally:

The above information is for general guidance only, and it is the responsibility of any person or persons viewing this website and wishing to make application for Participating Shares to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. Prospective applicants for Participating Shares should inform themselves as to legal requirements also applying and any applicable exchange control regulations and applicable taxes in the countries of their respective citizenship, residence or domicile.