The Capital Markets (Real Estate Investment Trusts) (Collective Investment Schemes) Regulations

Section 1. Citation Section These Regulations may be cited as the Capital Markets (Real Estate Investment Trusts) (Collective Investment Scheme) Regulations.

Section 2. Interpretation Section a person invests by subscribing for an issue of REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") or by acquiring REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") in a secondary market;

Section 3. Scheme to comply with these Regulations Section is declared, under regulation 18 , to be an authorized scheme ("a real estate investment trust scheme;") ; and

Section 4. Requirement for prior consent Section 4(1) Where a promoter ("a person who–") any person who is or proposes to vest in, sell, assign or transfer real estate ("land and includes—") to a real estate investment trust ("a trust established in Kenya for investment in real estate but does not include an exempted real estate investment trust;") is regulated by another body or authority, that promoter ("a person who–") or person shall obtain the consent of the body or authority prior to submitting an application for authorization as a real estate ("land and includes—") investment scheme ("a real estate investment trust scheme;") to the Authority ("the Capital Markets Authority established under sectionof the Act;") . Section 4(2) A breach of paragraph (1) shall not operate to void any transaction entered into or prevent the trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") from pursuing any remedies the trustee ("a person appointed under the trust deed as a trustee of the real estate investment...

Section 5. Structure of areal estate investment trust Section be structured as an unincorporated common law trust ("a trust established under the laws of Kenya;") which is divided into units;

Section 6. Term of thetrust Section 6(1) The trust deed shall specify the term of the trust ("a trust established under the laws of Kenya;") which term shall not exceed the maximum period specified under the law relating to perpetuities or any other written law. Section 6(2) A real estate investment trust scheme shall not extend beyond the term of the trust ("a trust established under the laws of Kenya;") .

Section 7. Assets of thescheme Section 7(1)(a) be held in the name and under the control of the trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") for the benefit of REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") holders as the beneficiaries of the trust ("a trust established under the laws of Kenya;") in accordance with the terms of the trust deed ; Section 7(1)(b) only be invested in eligible investments ("the assets and other investments specified under regulationin respect of an I-REIT and regulationin respect of a D-REIT in which the trustee may invest;") ; and Section 7(1)(c) a claim by the creditors of the trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") ; Section 7(1)(c)(i) a claim by the creditors of the trustee ("a person appointed...

Section 8. Types ofreal estate investment trustschemes Section A real estate investment trust scheme may, be structured as a D-REIT or an I-REIT in accordance with these Regulations.

Section 9. Status of thefundand redemption of units Section 9(1) A D-REIT may be structured as an open ended or a closed ended fund ("a fund or trust in which—") and may be converted from one status to the other in accordance with regulation 86 . Section 9(2) An I-REIT which is the subject of an unrestricted offer ("any issue or offer which is not a restricted offer;") may only be structured as a closed ended fund ("a fund or trust in which—") and the REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") of an unrestricted I-REIT shall be listed . Section 9(3) An I-REIT which is the subject of a restricted offer ("an issue or an offer made to professional investors;") may be structured as either an open ended or a closed ended fund ("a fund or trust in which—") and may be converted from one status to the other in accordance with regulation 86 . Section 9(4) An I-REIT which is the subject of a restricted offer ("an issue or an offer made to professional investors;") may, subject to these Regulations, be converted to a closed fund ("all contributions of money or money's worth or other income or assets of a real estate i...

Section 10. Objectives of aD-REIT Section the provision of buy to let housing;

Section 11. Objectives of anI-REIT Section the acquisition, for long-term investment, of income generating eligible real estate and eligible investments ("the assets and other investments specified under regulationin respect of an I-REIT and regulationin respect of a D-REIT in which the trustee may invest;") including housing, commercial and other real estate ("land and includes—") ;

Section 12. Restriction on provision of loans or mortgages by REITS Section 12(1) A D-REIT or an I-REIT shall not engage in the provision of mortgages or any other form of lending or debt finance. Section 12(2)(a) a mortgage; Section 12(2)(b) other forms of secured loan; Section 12(2)(c) secured finance; or Section 12(2)(d) any form of lending or finance through a progressive purchase mechanism, Section 12(3) A D-REIT that provides finance to a purchaser and subsequently converts to an I-REIT , may, as an I-REIT , continue to hold such loans or mortgages as assets but shall not engage in additional lending or provision of mortgages.

Section 13. Reference toD-REITandI-REITto include a reference to thetrustee Section A reference in these Regulations to a real estate investment trust ("a trust established in Kenya for investment in real estate but does not include an exempted real estate investment trust;") , a real estate investment trust scheme , a D-REIT or an I-REIT shall, where the regulation imposes a restriction on the powers of, or an obligation on, or requires, empowers or authorizes the real estate investment trust ("a trust established in Kenya for investment in real estate but does not include an exempted real estate investment trust;") , real estate investment trust scheme , D-REIT or I-REIT to undertake any act or thing, include a reference to the trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") of the REIT ("a real estate investment trust;") and, where the context so permits, a reference to the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services...

Section 14. Restriction on offer and promotion Section 14(1) A person shall not offer or issue REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") to any person unless the offer or issue complies with these Regulations. Section 14(2)(a) inviting a person to become or offer to become an investor ("a holder of REIT securities who is a beneficiary under a trust deed;") or a holder of REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") ; or Section 14(2)(a)(i) inviting a person to become or offer to become an investor ("a holder of REIT securities who is a beneficiary under a trust deed;") or a holder of REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") ; or Section 14(2)(a)(ii) containing information which may lead directly or indirectly to a person becoming or offering to become a participant in a scheme ("a real estate investment trust scheme;") ; or Section 14(2)(b) advise or procure a person to become or offer to become an investor ("a holder of REIT securities who is a beneficiary...

Section 15. Prohibited activities before an authorization Section A person shall not issue REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") in a real estate investment trust ("a trust established in Kenya for investment in real estate but does not include an exempted real estate investment trust;") or in connection with a real estate investment trust scheme unless that person applies to the Authority ("the Capital Markets Authority established under sectionof the Act;") for, and obtains an authorization for the issue of REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") .

Section 16. Application for authorization Section 16(1) A promoter ("a person who–") and the trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") shall submit a joint application in Form I prescribed in the Second Schedule, to the Authority ("the Capital Markets Authority established under sectionof the Act;") for the authorization of a real estate investment trust scheme . Section 16(2)(a) Deleted by L.N. 159/2023, r. 2; Section 16(2)(b) be offered in a minimum subscription or offer parcels as may be determined by the issuer ("—") subject to a minimum subscription of one hundred thousand shillings.

Section 17. Procedure for application Section 17(1)(a) the prescribed application fee; Section 17(1)(b) a draft trust deed or the trust deed ; Section 17(1)(c) a draft prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") or an offering memorandum ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security to a professional investor and includes a conversion offering memorandum or supplemental offering memorandum;") ; Section 17(1)(d) an agreement or draft management services agreement with the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;") ; Section 17(1)(e) an agreement or draft agreement with the property manager ("a person appointed as such under regulation;") ; Section 17(1)(f) an agreement or draft agreement with the pr...

Section 18. Authorization of ascheme Section 18(1) The Authority ("the Capital Markets Authority established under sectionof the Act;") may, upon considering an application and determining that the scheme ("a real estate investment trust scheme;") does not have a name that is undesirable or misleading, declare a real estate investment trust scheme to be an authorized scheme ("a real estate investment trust scheme;") under these Regulations and issue to it, an authorization certificate in Form 2 of the Third Schedule. Section 18(2) The Authority ("the Capital Markets Authority established under sectionof the Act;") may, in authorizing a scheme ("a real estate investment trust scheme;") under paragraph (1) , impose such conditions as it may consider necessary. Section 18(3)(a) be construed as a recommendation as to the merits of a real estate investment trust scheme ; or Section 18(3)(b) render the Authority ("the Capital Markets Authority established under sectionof the Act;") liable for any action in damages suffered by any person as a consequence of the authorization.

Section 19. Liability of thetrustee,REIT manageror auditor Section 19(1) Subject to regulations 25 , 26 , 44 , and 48 , any provision in the scheme documents of a real estate investment trust scheme which exempts or purports to exempt a REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;") , a trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") including a secondary disposition trustee ("an additional trustee appointed by the") or an auditor from liability for any failure to exercise due care and diligence in the discharge of their functions in respect of the real estate investment trust scheme is void: Provided that any trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") , in undertaking any borrowing ("any financing arrangemen...

Section 20. Revocation of authorization Section 20(1) The Authority ("the Capital Markets Authority established under sectionof the Act;") may, on its own initiative or at the request of the trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") , revoke an order for the authorization of a real estate investment trust scheme under regulation 18(1) . Section 20(2)(a) there has been a breach of a condition or the scheme ("a real estate investment trust scheme;") has failed to satisfy a requirement for the grant of an authorization; Section 20(2)(b) it is undesirable in the interests of the REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") holders or potential REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") holders that the scheme ("a real estate investment trust scheme;") should continue as an authorized scheme ("a real estate investment trust scheme;") ; Section 20(...

Section 21. Winding up of areal estate investment trust scheme Section 21(1) The Authority ("the Capital Markets Authority established under sectionof the Act;") may, where it revokes an authorization under regulation 20 , apply to the Court for the appointment of a person to wind up the real estate investment trust scheme . Section 21(2)(a) give a written notice of the application to the trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") and the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;") ; and Section 21(2)(b) inform the REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") holders of the application. Section 21(3) This regulation shall apply subject to any orders of the Court under regulation 23 .

Section 22. Termination of areal estatetrustschemeby thepromoter,trusteeorREITManager Section 22(1) The trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") shall, where it initiates the revocation of an authorization under regulation 20 (1) , apply to the Authority ("the Capital Markets Authority established under sectionof the Act;") for the termination of the real estate investment trust scheme . Section 22(2) The trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") shall submit, together with the application under paragraph (1) , a plan for winding up the scheme ("a real estate investment trust scheme;") . Section 22(3) The Authority ("the Capital Markets Authority established under sectionof the Act;") shall approve a plan for winding up submitted to it under paragraph (2) if the Authority ("the Capital Markets Au...

Section 23. Power of the court in winding up of areal estate investment trust scheme Section 23(1) The trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") , the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;") or any REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") holder may make an application to Court for an order to wind-up the operations of an authorized scheme ("a real estate investment trust scheme;") . Section 23(2) Prior to making an application under paragraph (1) , the trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") or REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in...

Section 24. Restriction on the issue or offer ofREIT securities Section 24(1)(a) to enter into an agreement for or with the view to subscribing for or otherwise acquiring or underwriting the issue or offer of any REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") ; or Section 24(1)(b) to make an offer under subparagraph (a) , Section 24(2)(a) otherwise than in accordance with the Act ("the Capital Markets Act ();") , these Regulations and with a prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") or an offering memorandum ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security to a professional investor and includes a conversion offering memorandum or supplemental offering memorandum;") that contains the information set out in the Fourth Schedule a...

Section 25. Obligations of apromoterin aninitial offeror issue of REITssecurities Section 25(1)(a) any covenants and warranties contained in the prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") or offering memorandum ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security to a professional investor and includes a conversion offering memorandum or supplemental offering memorandum;") ; Section 25(1)(b) any misleading or deceptive statements made in any prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") or offering memorandum ("any notice, circular...

Section 26. Obligations of aREIT managerin a subsequent offer or issue of REITssecurities Section 26(1)(a) any covenants or warranties; Section 26(1)(b) misleading or deceptive statements in the prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") or offering memorandum ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security to a professional investor and includes a conversion offering memorandum or supplemental offering memorandum;") ; or Section 26(1)(c) omissions from the prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") or offering memorandum (...

Section 27. Offers in respect of aD-REIT Section 27(1)(a) be made as a restricted offer ("an issue or an offer made to professional investors;") to professional investors; Section 27(1)(b) be offered in minimum subscription or offer parcels of five million shillings; and Section 27(1)(c) subject to these Regulations, shall only be transferred to a party to whom the REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") could have been issued or offered. Section 27(2) A D-REIT shall have a minimum of seven investors. Section 27(3) The minimum value of the initial assets of real estate investment trust ("a trust established in Kenya for investment in real estate but does not include an exempted real estate investment trust;") in a D-REIT shall be one hundred million shillings. Section 27(4)(a) the promoter ("a person who–") ; Section 27(4)(b) the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;") ; or Section 27(4)(c) parties associated or connected with either of them, Section 27(5) Subject to the exception under paragraph (4) ,...

Section 28. Listing ofD-REITsecurities Section trading to a restricted minimum parcel size of one hundred thousand; and

Section 62. Appointment and role of the structural engineer Section 62(1) A trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") shall, in consultation with the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;") , appoint a structural engineer and have access at all times to the services of a structural engineer in relation to the REIT ("a real estate investment trust;") . Section 62(2)(a) an application being made for authorization of the scheme ("a real estate investment trust scheme;") ; Section 62(2)(b) the issue of a prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") or an offering memorandum ("any notice, circular, material or advertise...

Section 63. Appointment and role ofproject manager certifier Section 63(1) The trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") of a D-REIT shall, in consultation with the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;") , appoint a project manager certifier ("a person appointed as such under regulation;") prior to entering into any binding contract or a contract that can only be terminated on the payment of a penalty and which is relates to the development and construction. Section 63(2) The trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") of an I-REIT shall, in consultation with the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a...

Section 29. Offers in respect of anI-REIT Section 29(1)(a) a restricted offer ("an issue or an offer made to professional investors;") to professional investors in accordance with an offering memorandum ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security to a professional investor and includes a conversion offering memorandum or supplemental offering memorandum;") ; or Section 29(1)(b) an unrestricted offer ("any issue or offer which is not a restricted offer;") in accordance with a prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") . Section 29(2) REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") in an I-REIT may be offered as a restricted offer ("an issue or an offer made to professional investors;") in minimum subscription or offer parcels...

Section 30. Listing ofsecuritiesof anI-REIT Section unrestricted offer ("any issue or offer which is not a restricted offer;") , it shall be listed on a market segment of a securities ("any instrument defined as such under the Act and includes REIT securities;") exchange approved by the Authority ("the Capital Markets Authority established under sectionof the Act;") ; or

Section 31. Exceptions to limitations on transfers in case of a restricted issue or offer Section a transfer as a consequence of death or insolvency or other in specie transfer; or

Section 32. Appointment of atransaction adviser Section A person who proposes to make an offer or list REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") shall appoint a transaction adviser ("a person appointed as such under regulationand licensed under the Act;") for the purpose of ensuring that the offer or listing is made in accordance with the provisions of these Regulations and the Act ("the Capital Markets Act ();") .

Section 33. Appointment of a Registrar Section 33(1) An issuer ("—") shall, where an offer of REIT ("a real estate investment trust;") Securities is to be listed , appoint a note registrar for the offer and listing of the REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") . Section 33(2) A registrar appointed under paragraph (1) shall comply with such requirements as may be prescribed by the Authority ("the Capital Markets Authority established under sectionof the Act;") .

Section 34. Publication of aprospectusor anoffering memorandum Section 34(1)(a) an unrestricted offer ("any issue or offer which is not a restricted offer;") , publish a prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") by making it available to the public, free of charge, at an address in Kenya, from the time that the securities ("any instrument defined as such under the Act and includes REIT securities;") are first offered until the end of the period during which the offer remains open; and Section 34(1)(b) a restricted offer ("an issue or an offer made to professional investors;") , prepare an offering memorandum ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security to a professional investor and includes a conversion offering memorandum or supplemental offering memorandum;") and make it available to prospec...

Section 35. Expert statement Section 35(1) A prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") or an offering memorandum ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security to a professional investor and includes a conversion offering memorandum or supplemental offering memorandum;") shall not include a statement purporting to be made by an expert if the expert is or has been, engaged or interested in the formation or promotion of the real estate investment trust scheme or the offer of the REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") or in the management of the promoter ("a person who–") or the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;")...

Section 36. Disclosure of financial structuring Section 36(1)(a) the deferral of the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;") 's fees; Section 36(1)(b) the use of two classes of REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") one class of which is entitled, for a limited period, to no or a lower yield than other classes of REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") ; Section 36(1)(c) inclusion of tenancies with above market rents or minimum rental; or Section 36(1)(d) the prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") or offering memorandum ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale o...

Section 37. Approval ofprospectusoroffering memorandum Section 37(1)(a) the issuer ("—") ; Section 37(1)(a)(i) the issuer ("—") ; Section 37(1)(a)(ii) the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;") and the trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") ; Section 37(1)(a)(iii) an expert or other person who consents to the inclusion of a statements made by him or her or to undertake the roles attributed to him or her including, but not limited to the property manager ("a person appointed as such under regulation;") ; any project manager certifier ("a person appointed as such under regulation;") ; valuer and the structural engineer; Section 37(1)(b) assets, liabilities, financial position, profits, losses and prospects of the REIT ("a real estate investment trust;") scheme ("a real estate investment trust scheme;") and the REIT securities ("units in a trust which is a real estate investment trust o...

Section 38. Liability for a defectiveprospectusor anoffering memorandum Section 38(1)(a) make a false, misleading or deceptive statement in a prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") or an offering memorandum ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security to a professional investor and includes a conversion offering memorandum or supplemental offering memorandum;") ; or Section 38(1)(b) omit information or a statement from a prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") or an offering memorandum ("any notice, circular, mate...

Section 39. Remedy for unfair prejudice or conduct of ascheme Section 39(1)(a) the REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") holders; Section 39(1)(a)(i) the REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") holders; Section 39(1)(a)(ii) investors in the securities ("any instrument defined as such under the Act and includes REIT securities;") market; or Section 39(1)(a)(iii) some part of REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") holders or investors; or Section 39(1)(b) contrary to these Regulations or any other written law. Section 39(2)(a) restrain the carrying out of the act or the conduct; Section 39(2)(b) require the removal and replacement of the trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") or the REIT manager ("a company incorporated in Kenya and licensed by the Auth...

Section 40. Compensation for false or misleadingprospectusoroffering memorandum Section 40(1)(a) to an issuer ("—") of REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") to which a prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") or offering memorandum ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security to a professional investor and includes a conversion offering memorandum or supplemental offering memorandum;") relates; Section 40(1)(b) to each person who is a director of that body corporate at the time when the prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a...

Section 41. Obligation to conduct due diligence Section 41(1)(a) appointed or proposed to be appointed as a REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;") ; Section 41(1)(b) involved in or connected with the issue or offer of REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") or the issue of a supplemental offering memorandum ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security to a professional investor and includes a conversion offering memorandum or supplemental offering memorandum;") or supplemental prospectus ("any notice, circular, material or advertisement, publication or other invitation issuing or offering for subscription, sale or purchase of any REIT security which is capable of being accepted by any person who is not a professional investor and includes a supplemental prospectus or a conversion prospectus;") or conversion prospectus ("any notice, circular, material or advertisement, publication or other...

Section 42. Continuing disclosure obligations oftrusteeandREIT manager Section 42(1)(a) the financial position, performance and the state of corporate governance of the real estate investment trust ("a trust established in Kenya for investment in real estate but does not include an exempted real estate investment trust;") , the scheme ("a real estate investment trust scheme;") or the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;") ; or Section 42(1)(a)(i) the financial position, performance and the state of corporate governance of the real estate investment trust ("a trust established in Kenya for investment in real estate but does not include an exempted real estate investment trust;") , the scheme ("a real estate investment trust scheme;") or the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;") ; or Section 42(1)(a)(ii) the valuation of any asset of the real estate investment trust ("a trust established in Kenya for investment in real estate but does not include an exempted real estate invest...

Section 43. Trustee to be licensed by theAuthority Section 43(1) The trust deed for every real estate investment trust ("a trust established in Kenya for investment in real estate but does not include an exempted real estate investment trust;") that applies for authorization as a scheme ("a real estate investment trust scheme;") shall comply with the requirements of the First Schedule and provide for the appointment of a trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") to act as a trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") of a real estate investment trust ("a trust established in Kenya for investment in real estate but does not include an exempted real estate investment trust;") . Section 43(2)(a) a real estate investment trust scheme for which an authorization is required; or Section 43(2)(b) any real e...

Section 44. Eligibility for appointment as atrustee Section 44(1)(a) a bank; Section 44(1)(b) a subsidiary of a bank; or Section 44(1)(c) such other company or corporation as the Authority ("the Capital Markets Authority established under sectionof the Act;") may license if the Authority ("the Capital Markets Authority established under sectionof the Act;") is satisfied that the company or corporation has sufficient financial, technical and operational resources and experience necessary to enable it effectively conduct its business and carry out its obligations as a trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") of a real estate investment trust ("a trust established in Kenya for investment in real estate but does not include an exempted real estate investment trust;") and real estate investment trust scheme . Section 44(2)(a) be independent of the promoter ("a person who–") , the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management serv...

Section 45. Powers, obligations and duties of atrusteeand anysecondary disposition trustee Section 45(1) The trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") shall, despite being the sole trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") , to the extent permissible by law have power to issue a valid receipt for the proceeds of sale or other capital money arising under a disposition on trust ("a trust established under the laws of Kenya;") for the sale of land. Section 45(2) The scheme documents may specify the obligations and general duties of a trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") which shall be consistent with th...

Section 46. Instructions from aREIT manager Section The trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") shall carry out the instructions of the REIT manager ("a company incorporated in Kenya and licensed by the Authority to provide real estate management services in respect of a REIT;") unless the trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") has reasonable cause to believe that compliance with such instructions would cause it to breach a duty imposed on it under the scheme documents , the law relating to trustees, the Act ("the Capital Markets Act ();") or these Regulations.

Section 47. Change of address of thetrustee Section A trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") shall, at least twenty eight days before changing its address, registered office or permanent place of business in Kenya, notify the Authority ("the Capital Markets Authority established under sectionof the Act;") and the REIT securities ("units in a trust which is a real estate investment trust or a real estate investment trust scheme;") holders of such change.

Section 48. Liability of atrustee Section any failure by the trustee ("a person appointed under the trust deed as a trustee of the real estate investment trust and any investee trust and includes any successor but shall not include, except where expressly stated, a secondary disposition trustee;") to perform its obligations; or