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Luxembourg Investment and Fund Raising Vehicles

11 October 2012

comparison 2 .Agenda      Why Luxembourg Luxembourg Investment Vehicles Features of the Investment Vehicles Fund Raising Vehicles SIF and SICAR .

Why Luxembourg      A historic role in Europe A safe and financially healthy country A top level financial cluster A competitive business center Luxembourg has a proven expertise in :    Wealth management Attractive approach in taxation Geographical location in the heart of the biggest art market in the world 3 .

Why Luxembourg  Ongoing diversification Securitisation vehicles Pension pooling vehicles Fund administration Pension funds SPF intellectual property Philantropy Covered Covered Covered bonds bonds bonds Venture Capital Microfinance SIF 2005 2012 4 .

Why Luxembourg Choosing the right investment vehicle  Choosing the right investment vehicle Corporate Type of investor SOPARFI SICAR SICAV/FCP SPF Private SIF Small Size of the Portfolio Large 5 .

Luxembourg Investment Vehicles Fully regulated vehicles FCP SICAF/SICAV Partially regulated vehicles SIF SICAR SV Non-regulated vehicles SOPARFI SPF 6 .

Features of the Investment Vehicles  Regulated     FCP – Based on contract. fiscally transparent SICAF – Investment company with fixed capital SICAV – Investment company with variable capital Partially regulated    SIF – Investment company for qualified or institutional investors SICAR – Investment company for venture capital SV – Securitization company  Unregulated   SOPARFI – Holding company for participations SPF – Holding company for share and participations 7 .

Fund raising vehicles  SICAR (Societe d’Investissement en Capital a Risque)  vehicle designed for private equity and venture capital  SIF (Specialized Investment Funds)  flexible and lightly regulated UCI 8 .

SIF and SICAR – comparison Key topics Why? SIF  Pooling of qualified investors SICAR  Pooling of qualified investors requiring a lightly regulated fund requiring a lightly regulated fund (and intermediate holding company)  Investment(s) at risk/ no Investment objective  Any asset/risk spreading  Corporation (SICAV/SICAF) or Legal form Minimum share capital or net assets Regulatory supervision Investors profile Net worth tax mutual fund (FCP)/ compartments  €1.25m  Lightly regulated  Institutional or Professional or diversification required  Corporation or partnership  € 1m  Lightly regulated  Institutional or Professional or Well-informed Investors  No Well-informed Investors  No 9 .

80 % (if taxable corporate entity) – Tax exempt income from transferable securities (equity and debt)  No – if tax transparent SICAR  No  No(a)  No  No(a) WHT on dividends WHT on interest and royalties Note: (a) With exceptions for interest (EUSD and withholding tax for Luxembourg resident individual recipient) 10 .01% p.a.SIF and SICAR – comparison (continued) Key topics Subscription tax Corporate income tax (world-wide base. unless DTT applies) SIF  0. on net assets  No SICAR  No  Yes – if corporate SICAR 28.

SIF and SICAR – comparison (continued) Key topics WHT on liquidation proceeds Benefit from the EC ParentSubsidiary Directive Benefit from the EC Interest and Royalty Directive Double tax treaty protection VAT SIF  No  No  No  Possible – if SICAV/SICAF SICAR  No  Yes – if corporate SICAR  No – if tax transparent SICAR  Yes – if corporate SICAR  No – if tax transparent SICAR  Yes – if corporate SICAR  No – if tax transparent SICAR  Exempt management activities (under certain DTTs)  Exempt management activities 11 .

Contact us Your Experta Luxembourg Advisors:  Giuliano Bidoli Head of Tax Member of the Executive Board Tel: +352 269 255 5171 Mobile: +352 621 349 475 Fax: +352 269 255 3641 giuliano.bidoli@experta.lu .