CENTERSQUARE COUNTRY-SPECIFIC DISCLOSURES

Last updated on: March 2, 2026

  1. Canadian Investors
  2. European Economic Area
  3. Australia
  4. Bahrain
  5. China
  6. Hong Kong
  7. Japan
  8. Kuwait
  9. Malaysia
  10. Oman
  11. Saudi Arabia
  12. Singapore
  13. Switzerland
  14. Taiwan
  15. United Arab Emirates (see exclusions)
  16. United Kingdom

1. Disclosure to Canadian Investors:

This document has been prepared solely for information purposes and is not an offering memorandum nor any other kind of an offer to buy or sell or a solicitation of an offer to buy or sell any security, instrument or investment product or to participate in any particular trading strategy. It is not intended and should not be taken as any form of advertising, recommendation, investment advice or invitation to trade. This information is confidential and for the use of the intended recipients only. The distribution of this document in Canada is restricted to recipients who are qualified “permitted clients” for purposes of NI 31- 103 and “accredited investors” for purposes of NI 45-106. It may not be reproduced, redistributed or copied in whole or in part for any purpose without prior written consent. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages to the extent that this document could be viewed as an “offering memorandum” and this document (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The recipient of this document should refer to any applicable provisions of the securities legislation of the recipient’s province or territory for particulars of these rights or consult with a legal advisor.

2. Notice to Investors of the European Economic Area:

The Strategy is, or will be, a non-EU Alternative Investment Fund (“AIF”) for the purposes of the Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers, Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU, any relevant implementing legislation or regulations relating thereto and any guidance relating thereto issued by the European Securities and Markets Authority (“AIFMD”). For these purposes, the General Partner is a non-EU AIFM (as that term is defined in Article 4(1) of the AIFMD).

Marketing for the purposes of AIFMD by the General Partner (as an alternative investment fund manager for the purposes of the AIFMD) and/or a third party on behalf of the General Partner will only take place in a jurisdiction within the European Economic Area if: (i) the General Partner is appropriately registered (as required) under AIFMD for such marketing, or (ii) an investor from the relevant EEA jurisdiction has contacted the General Partner or third party on behalf of the General Partner on a reverse-enquiry basis. The General Partner maintains a list, which is available on request, of the EEA jurisdictions in which it is permitted to market Interests to Prospective Investors (the “Permitted EEA Jurisdictions”). Applicants in Permitted EEA Jurisdictions who wish to invest in the strategy must qualify as a ‘professional investor’ under the AIFMD and the implementing national legislation in the Prospective Investor’s Permitted EEA Jurisdiction.

In relation to each member state of the EEA that has implemented regulations (EU) 2017/1129 (the “Prospectus Regulation”) with effect from and including the date of the Prospectus Regulation, no Interests have been offered or will be offered to the public in an EEA member state other than:

  1. to any legal entity which is a qualified investor as defined under article 2(e) of the Prospectus Regulation (a “Qualified Investor”);
  2. to fewer than one hundred and fifty (150) natural or legal persons per member state (other than Qualified Investor); or
  3. in any other circumstances falling within articles 1(4), 1(5) and 3 of the Prospectus Regulation which do not require the publication of a prospectus.

3. Notice to Investors in Australia:

This Memorandum and the offer of Shares is only made available in Australia to persons to whom a disclosure document such as a prospectus or product disclosure statement is not required to be given under either Chapter 6D or Chapter 7.9 of the Australian Corporations Act 2001 (Cth) (the “Corporations Act”). This Memorandum is not a prospectus, product disclosure statement or any other form of formal “disclosure document” for the purposes of Australian law, and is not required to, and does not, contain all the information which would be required in a product disclosure statement or prospectus under Australian law.

Neither the Memorandum, nor any other document in relation to the Shares, have been or will be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange. No cooling-off regime applies to an acquisition of Shares.

This Memorandum is only provided on the condition that the information in and accompanying it is strictly for the use of prospective investors and their advisers only and must not be provided to any other person in Australia.

This Memorandum has not been prepared specifically for Australian investors and therefore: (i) contains references to amounts which are not Australian Dollars; (ii) may contain financial information which is not prepared in accordance with Australian law or practices; (iii) may not address risks specific to Australian investors (including those associated with investing in investments denominated in foreign currencies), and (iv) do not address Australian tax issues. This Memorandum does not take into account any matters which are specific to Australian investors which may be different from those which are relevant to investors from other jurisdictions. Accordingly, before making a decision to acquire Shares in the Company, professional advice as to whether the acquisition of Shares in the Company is appropriate in the context of the prospective investor’s investment needs, objectives and financial and taxation circumstances should be obtained.

It is a term of issue of Shares that the Investor may not transfer or offer to transfer their Shares to any person located in Australia unless the person is a “Sophisticated or Professional Investor” for the purposes of section 708 of the Corporations Act of Australia.

The AIFM does not represent or warrant that this Memorandum is a complete or accurate statement of information which may be needed to make an investment decision in relation to the matters contained herein. The AIFM disclaims, to the extent allowed under law, all responsibility for loss which may be suffered by any person directly or indirectly through relying upon such information, whether that loss or damage is caused by any fault or negligence on the part of the AIFM or otherwise. Recipients of this Memorandum should rely upon their own inquiries and should consider the need to obtain independent legal, financial and taxation advice relevant to participation in a company of the type involved, prior to making any investment decision. Nothing in this Memorandum is, or may be relied upon as, a promise, representation or warranty as to any future event.

4. Notice to Investors in Bahrain:

This Memorandum has been prepared for private information purposes of intended Investors only who will be high net worth individuals and institutions. This Memorandum is intended to be read by the addressee only. No invitation has been or will be made in or from the Kingdom of Bahrain and no marketing or offering of Interests has been or will be made to any potential investor in Bahrain. All marketing and offering is made and will be made outside the Kingdom of Bahrain.

The Central Bank of Bahrain has not reviewed, nor has it approved, this Memorandum or the marketing of interests and takes no responsibility for the accuracy of the statements and information contained in this Memorandum, nor shall it have any liability to any person for any loss or damage resulting from reliance on any statements or information contained herein.

5. Notice to Investors in China:

The Interests may not be offered or sold directly or indirectly in the People’s Republic of China (which, for such purposes, does not include the Hong Kong or Macau Special Administrative Region or Taiwan). Neither this Memorandum nor any material or information contained or incorporated by reference herein relating to the Interests, which have not been and will not be submitted to or approved/verified by or registered with the China Securities Regulatory Commission (“CSRC”) or other relevant governmental and regulatory authorities in the People’s Republic of China pursuant to relevant laws and regulations, may be supplied to the public in the People’s Republic of China or used in connection with any offer for the subscription or sale of the Interests in the People’s Republic of China. The material or information contained or incorporated by reference herein relating to the Interests does not constitute an offer to sell or the solicitation of an offer to buy any securities in the People’s Republic of China. The Interests may only be offered or sold to Investors in the People’s Republic of China that are authorised to engage in the purchase of Interests of the type being offered or sold. Investors in the People’s Republic of China are responsible for obtaining all relevant government regulatory approvals/licences, verification and/ or registrations themselves, including, but not limited to, any which may be required from the CSRC, the State Administration of Foreign Exchange, the National Development and Reform Commission and/or the Ministry of Commerce, and complying with all relevant People’s Republic of China regulations, including, but not limited to, all relevant foreign exchange regulations and/or foreign investment regulations.

6. Notice to Investors in Hong Kong: WARNING:

The contents of this Memorandum have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this Memorandum, you should obtain independent professional advice.

Shares in the Company have not been and will not be offered or sold in Hong Kong, by means of any document, other than: (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and no advertisement, invitation or document relating to the Shares in the Company has been issued or possessed for the purposes of issue, nor will be issued or possessed for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Shares in the Company which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “Ordinance”) and any rules made under that Ordinance.

7. Notice to Investors in Japan:

The Interests constitute such securities as provided in Article 2, Paragraph 2, Item 6 of the Financial Instruments and Exchange Act of Japan (the Act No.25 of 1948, as amended “FIEA”). The Interests have not been and will not be registered in Japan pursuant to Article 4, Paragraph 1 of the FIEA in reliance upon the exemption from the registration requirements since such offering constitutes the small number private placement (shoninzuu muke kanyu).

Any transfer of all or any part of the Interests by Prospective Investors resident in Japan shall be prohibited except where:

  1. in case of a Japanese Prospective Investor being a qualified institutional investor (tekikaku kikan toshika) (“QII”) under Article 10 of the Cabinet Office Ordinance concerning Definitions provided in Article 2 of the Financial Instruments and Exchange Act of Japan (the Ministry of Finance Ordinance No. 14 of 1993, as amended), such Japanese Prospective Investor transfers all or part of its Interests in the Strategy to a QII that is not a disqualified investor (meaning that an investor who falls under Article 63, Paragraph 1, Item 1, Sub-items (a) (i) to (c) (ha) of the FIEA of Japan (Act No. 25 of 1948, as amended)); or
  2. in case of a Japanese Prospective Investor being an eligible non QII listed under Article 17-12, Paragraph 1 of the Order for Enforcement of the Financial Instruments and Exchange Act (Cabinet Order No. 321 of 1965, as amended) (“Eligible Non-QII”), such Japanese Prospective Investor transfers all of its Interests in the Strategy to one Eligible Non-QII (i.e., partial transfer is prohibited).

8. Notice to Investors in Kuwait:

This Memorandum is not for general circulation to the public in Kuwait. The strategy has not been licensed for offering in Kuwait by the Kuwait Capital Markets Authority or any other relevant Kuwaiti government agency. The offering of interests the strategy in Kuwait on the basis of a private placement or public offering is, therefore, restricted in accordance with decree law no. 31 of 1990 and the implementing regulations thereto (as amended) and law no. 7 of 2010 and the bylaws thereto (as amended). No private or public offering of Interests in the strategy is being made in Kuwait, and no agreement relating to the sale of Interests in the strategy will be concluded in Kuwait. No marketing or solicitation.

9. Notice to Investors in Malaysia:

As the approval from the Securities Commission in Malaysia (“SC”) pursuant to section 212 of the Malaysian Capital Markets And Services Act 2007 has not been and will not be obtained nor will this Memorandum be lodged or registered as an invitation to subscribe or purchase with the SC, the strategy is not and will not be deemed to be issued, made available or offered for subscription or purchase in Malaysia and this Memorandum or any other documents or materials in connection therewith should not be distributed, caused to be distributed or circulated in Malaysia.

The information contained herein is not intended for, and must not be accessed by, or distributed or disseminated to, persons resident or physically present in Malaysia. The information contained herein does not constitute an invitation or offer to acquire, purchase or subscribe for Interests of the strategy nor are they calculated to invite any such offer or invitation. In particular, the information contained herein does not constitute and is not an offer to sell or a solicitation of any offer to buy Interests in the strategy in Malaysia.

10. Notice to Investors in Oman:

By receiving this Memorandum, the person or entity to whom it has been issued understands, acknowledges and agrees that neither this Memorandum nor the strategy have been registered or approved by the Central Bank of Oman, the Oman Ministry of Commerce and Industry, the Oman Capital Market Authority or any other authority in the Sultanate of Oman, nor is the General Partner authorized or licensed by the Central Bank of Oman, the Oman Ministry of Commerce and Industry, the Oman Capital Market Authority or any other authority in the Sultanate of Oman, to market or sell the Interests within the Sultanate of Oman. The Interests described under or sold pursuant to this Memorandum have not been and will not be listed on any stock exchange in the Sultanate of Oman. No marketing of any financial products or services has been or will be made from within the Sultanate of Oman and no subscription to any securities, products or financial services may or will be consummated within the Sultanate of Oman. The General Partner is not a licensed broker, dealer, financial adviser or investment adviser licensed under the laws applicable in the Sultanate of Oman, and, as such, does not advise individuals resident in the Sultanate of Oman as to the appropriateness of investing in or purchasing or selling securities or other financial products. Nothing contained in this Memorandum is intended to constitute investment, legal, tax, accounting or other professional advice in, or in respect of, the Sultanate of Oman. This Memorandum is confidential and for information only and nothing in this Memorandum is intended to endorse or recommend a particular course of action. Each recipient should consult with an appropriate professional for specific advice rendered on the basis of their situation. Further, the information recipients have been provided with in relation to this Memorandum does not constitute “Marketing of Non-Omani Securities” as contemplated by the Oman Capital Market Authority decision No. 1/2009 issuing executive regulation of the Capital Market Law.

11. Notice to Investors in Saudi Arabia:

This Memorandum and/or any other offering materials may not be distributed in the Kingdom of Saudi Arabia except to Reverse Inquiry Investors (as defined below) and may not be relied upon by any person other than Reverse Inquiry Investors.

“Reverse Inquiry Investors” means:

  1. An institution, being:
    1. A company which owns, or which is a member of a group which owns, net assets of not less than 10 million Saudi riyals;
    2. An unincorporated body, partnership or other organization which has net assets of not less than 10 million Saudi riyals; or
    3. Any person (“a”) whilst acting in the capacity of director, officer, or employee of a person (“b”) falling within sub-paragraphs (a) or (b) above where a is responsible for b undertaking any securities activity; or
  2. A natural person with investments in excess of 50 million Saudi riyals or net assets of not less than 50 million Saudi riyals,

Provided that in each case the reverse inquiry investor initiated the request to acquire any interests without the General Partner having marketed such interests to such Reverse Inquiry Investors.

12. Notice to Investors in Singapore:

The strategy is not authorised or recognised by the Monetary Authority of Singapore (the “MAS”) and is not allowed to be offered to the Singapore retail public. This Memorandum is not a prospectus as defined in the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”) and accordingly, statutory liability under the SFA in relation to the content of prospectuses would not apply and the offeree should consider carefully whether the investment is suitable for him or her.

This Memorandum has not been registered as a prospectus by the MAS, and the offer of the Shares is made pursuant to the exemptions under Sections 304 and 305 of the SFA. Accordingly, the Shares may not be offered or sold, nor may the Shares be the subject of an invitation for subscription or purchase, nor may this Memorandum or any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the Shares be circulated or distributed, whether directly or indirectly, to any person in Singapore other than under exemptions provided in the SFA for offers made (a) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 304 of the SFA, (b) to an accredited investor (as defined in Section 4A of the SFA) pursuant to Section 305 of the SFA or (c) otherwise pursuant to, and in accordance with, the conditions of any other applicable provision of the SFA.

Where the Shares are acquired by persons who are relevant persons specified in Section 305A of the SFA, namely a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the shares, debentures and units of shares and debentures of that corporation shall not be transferred within 6 months after that corporation has acquired the Shares pursuant to an offer made under Section 305 of the SFA except:

  1. to an institutional investor or to a relevant person as defined in Section 305(5) of the SFA, or which arises from an offer referred to in Section 275(1A) of the SFA;
  2. where no consideration is or will be given for the transfer;
  3. where the transfer is by operation of law;
  4. as specified in Section 305A(5) of the SFA; or
  5. as specified in Regulation 36 of the Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005 of Singapore

13. Notice to Investors In Switzerland:

This Memorandum may only be freely circulated and shares in the Company may only be freely offered, distributed or sold to institutional investors according to art. 4 para. 3 lit. a-d and art. 4 para. 4 of the Swiss Financial Services Act (“FinSA”). Circulating this Memorandum and marketing, offering or selling units in the Company to other persons or entities (including high net worth individuals according to art. 4 para. 3 lit. i of FinSA) may trigger, in particular, (i) registration requirements as a client advisor (ii) a regulatory approval of the Company, (iii) a requirement to appoint a representative and paying agent in Switzerland (to the extent such agents are not already appointed). Accordingly, legal advice should be sought before providing this Memorandum, marketing, offering, selling or on-selling shares of the Company to any other persons or entities.

This Memorandum does not constitute a prospectus pursuant to the Swiss Collective Investment Scheme Act (“CISA”) or FinSA and may not comply with the information standards required thereunder. The Shares will not be listed on the SIX Swiss Exchange or another Swiss exchange, and consequently, the information presented in this Memorandum does not necessarily comply with the standards set out in the relevant listing rules.

The documentation of the Company has not been and will not be approved, and may not be able to be approved, by the Swiss Financial Market Supervisory Authority (“FinMA”) under the CISA. Therefore, investors do not benefit from protection under CISA or from supervision by FinMA this Memorandum does not constitute investment advice. it may only be used by those persons to whom it has been delivered in connection with the Shares and may neither be copied, directly/indirectly distributed, nor made available to other persons.

14. Notice to Investors in Taiwan:

The subscribers or purchasers of privately placed offshore funds are not allowed to resell the offshore funds except under the following circumstances:

  1. to apply for redemption with the Offshore Fund Institution;
  2. to transfer the offshore funds to a qualified investor (qualified institutional investors or qualified non-institutional (general) investors);
  3. to transfer the offshore funds as a matter of law; or
  4. other events approved by the Financial Supervisory Commission.

15. Notice to Residents of United Arab Emirates (Excluding Dubai International Financial Centre and Abu Dhabi Global Market):

For United Arab Emirates (“UAE”) residents only: the Interests described in this Memorandum, relating to funds, investments or otherwise, are not regulated under the laws of the UAE or approved by the UAE Central Bank, the UAE Securities and Commodities authority (“SCA”) or any other regulatory authority in the UAE, which have no responsibility for them.

The offering of any interests described herein does not and will not constitute or be a public offer of securities in the UAE, or an offer of fund units in the UAE under SCA board of directors’ chairman decision no. (9/R.M) of 2016 concerning the regulations as to mutual funds. Accordingly, the interests described herein may not be offered to the public in the UAE.

No agreement relating to the sale of the Interests is intended to be consummated in the UAE. This Memorandum is strictly private and confidential and is being issued to a limited number of institutional and individual investors:

  1. institutional investors who fall within the ‘Qualified Investor’ criteria in accordance with the SCA chairman’s decision no. (3/R.M) of 2017 regulating the promotion and introduction; or
  2. institutional and individual investors, upon their prior written request and confirmation that they understand that the Interests have not been approved or licensed by or registered with the UAE Central Bank, the SCA or any other relevant licensing authorities or governmental agencies in the UAE; and
  3. on the condition that it must not be provided to any person other than the original recipient, is not for general circulation in the UAE and may not be reproduced or used for any other purpose; and
  4. on the condition that no sale of fund products or other investment products will be consummated within the UAE.

16. Notice to Investors of the United Kingdom:

The strategy is a collective investment scheme as defined in the Financial Services and Markets Act 2000, as amended (“FSMA”). It has not been authorized, recognized or otherwise approved by the UK Financial Conduct Authority (“FCA”) nor has the content of this Memorandum been reviewed or approved by the FCA. The Interests are only offered to, and this Memorandum is only addressed to, or directed at, persons in the United Kingdom who are “Qualified Investors” (within the meaning of Article 2(e) of regulation (EU) 2017/1129 (the “Prospectus Regulation”)).

Accordingly, this Memorandum is not being distributed, and must not be passed on, to the general public in the United Kingdom. This Memorandum is not to be distributed, delivered or passed on to any person resident in the United Kingdom, unless it is being made only to, or directed only at, persons falling within the following categories:

  1. If made by a person who is not an FCA-authorized person, such offer or distribution is being made only to or, directed only at:
    1. Persons who are professional investors within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “FPO”);
    2. Persons to whom Article 49(2) of the FPO (high net worth companies, unincorporated associations, etc.) applies;
    3. Persons falling within the categories of “certified high net worth individual” described in Article 48(2) of the FPO (being individuals who have certified their net worth in the form and as required by the FPO) and “self-certified sophisticated investor” described in Article 50a(1) of the FPO (being individuals who have certified that they are a sophisticated investor, in the form and as required by the FPO); and
    4. Other persons to whom it may otherwise lawfully be offered or distributed (all such persons together being referred to as “Relevant Persons I”).
  2. If made by a person who is an FCA-authorized person, such offer or distribution is being made only to, or directed only at:
    1. Persons who are professional investors within the meaning of Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) Exemptions Order 2001 (the “CIS Promotion Order”);
    2. Persons to whom Article 22(2) of the CIS Promotion Order (high net worth companies, unincorporated associations, etc.) applies; or
    3. Persons falling within the categories of “certified high net worth individual” described in Article 21(2) of the CIS Promotion Order (being individuals who have certified their net worth in the form and as required by the CIS Promotion Order) and “self-certified sophisticated investor” described in Article 23A(1) of the CIS Promotion Order (being individuals who have certified that they are a sophisticated investor, in the form and as required by the CIS Promotion Order);
    4. Persons falling within the categories of persons described in COBS 4.12 of the FCA Handbook of rules and guidance; or
    5. Other persons to whom it may otherwise lawfully be offered or distributed (all such persons together being referred to as “Relevant Persons II”, and collectively with the Relevant Persons I: the “Relevant Persons”).

No person, other than Relevant Persons, may act on the Memorandum and any investment or investment activity to which this Memorandum relates is available only to Relevant Persons and will be engaged in only with such persons. Persons of any other description in the United Kingdom may not receive and should not act or rely on this Memorandum or any other marketing materials relating to the strategy. In addition, the rules made under FSMA for the protection of retail clients shall not be available to investors and investors shall not be entitled to compensation under the UK Financial Services Compensation Scheme.

If the recipient of this Memorandum is in any doubt about the investment to which this Memorandum relates, they should consult a person authorized under FSMA who specializes in advising on investing in collective investment schemes.

This Memorandum is not an approved prospectus for the purposes of section 85 of the FSMA.

This Online Country-specific disclosures list was last updated on the date listed at the top.

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