Luxembourg Investment Vehicles

I. Overview:

Luxembourg, as the biggest domicile for investment funds in Europe, with a stable political and social environment, the legal and regulatory framework of Luxembourg has constantly been improved to offer the best tools for investment managers to structure

their investments and to protect interests of investors, which demonstrates its pioneering role within the thriving industry of investment funds.

Luxembourg offers a full range of investment vehicles and its financial supervisory authority, the Commission de Surveillance du Secteur Financier (the “CSSF”) is one of the major regulators in Europe and is recognised worldwide.

The Undertaking for Collective Investment in Transferable Securities (the “UCITS”) framework in Luxembourg has existed for more than 30 years, which was created under the European Union’s directive 85/611/CE in 1985 enabled to establish a common framework for retail investment funds. The UCITS offers a high level of protection for the investors which created the fund, and nearly 67% of UCITS funds worldwide are from Luxembourg.

The UCITS fund can be organised as a collective investment funds as fonds communs de placement (the “FCP”), which does not have a legal entity, or as an incorporated investment company as societe d’investissement a capital variable (the “SICAV”), which is a public limited liability company registered with the sole purpose of investing funds in transferable securities or other financial assets, or societe d’investissement a capital fixe (the “SICAF”), which can be incorporated as any legal entity accepted under the legislation available in Luxembourg.

The term Alternative Investment Funds (the “AIFs”) refers broadly to all funds outside the UCITS regime. Broadly speaking, Luxembourg AIFs now comprise the following categories of funds: investment funds governed by Part II of the Luxembourg law of 17 December 2010 (Part II “UCIs”), Specialised Investment Funds (the “SIFs”), Reserved Alternative Investment Funds (the “RAIFs”) and Société d’investissement en capital à risque (the “SICAR”).

All AIFs established in Luxembourg must be managed by an Alternative Investment Fund Manager (the “AIFM”), which will be subject to either simplified registration regime or the full-scope authorisation regime, depending on (i) the assets under management, and (ii) whether the AIFM will market the shares on a cross-border basis to investors located outside Luxembourg. The AIFM can be an externally appointed entity, or where the legal form of the AIF permits internal management, the AIF itself.

II. Legal and Regulatory Requirements:

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[1] “Well-informed investors”, i.e.: (i) institutional investors (e.g. banks, insurance, companies, pension funds, etc.); (ii) professional investors (e.g. high-net-worth individuals); (iii) any other investor who: confirms in writing that they fulfil the status of “well-informed investor”; AND invests at least €125,000; OR provides a bank confirmation (or similar).