Morgan & Morgan advised Dream Properties in the constitution and registration of NF Real Estate Fund Inc. as a Real Estate Investment Fund.

Panama, February 6, 2023. Morgan & Morgan provided legal counsel to Inversiones Inmobiliarias Dream Properties (“Dream Properties”), as sponsor, in the constitution and registration before the the Superintendence of the Securities Market of Panama (the Superintendencia del Mercado de Valores or “SMV”), of NF Real Estate Fund Inc., as a Sociedad de Inversión Inmobiliaria (the Panamanian equivalent of a Real Estate Investment Trust or “REIT”) in compliance with the requirements to enjoy the special tax regime set forth in paragraph 2 of article 706 of Panama’s Tax Code. For said purpose, Morgan & Morgan Legal provided advice to Dream Properties in registering with the SMV and the placing its Participative Shares through the Latinamerican Stock Exchange, S.A. (the Bolsa Latinoamericana de Valores, S.A. or “LATINEX”).  The REIT was authorized by the SMV to publicly offer up to 1,000,00 of its Participative Shares, and successfully placed, through the LATINEX, Series A and Series B Participative Shares.

REIT’s that comply with the above mentioned requirements of registration before the SMV, BVP and the General Revenue Office (the Dirección General de Ingresos or “DGI”) of the Ministry of Economy and Finance, among other additional conditions, are exempt from the payment of income tax at the corporate level. Shareholders of a REIT pay income tax on distributions received from the REIT at the rates set forth in the Tax Code. However, all REITs are required to withhold 10% of amounts distributed to shareholders in the form of advanced income tax, which withholding the shareholder of a REIT may decide to consider as the definite and final income tax to be paid for the received distribution.

Insignia Financial Advisors acted as arranger. MMG Bank Corporation acted as Payment and Transfer Agent, Custodian and Placement Agent of the REIT and MMG Asset Management Corp., acted as Investment Manager.

Ricardo Arias, partner, and international associate Miguel Arias M, participated in this transaction.