Luxembourg Investment and Fund Raising Vehicles

11 October 2012

Agenda

Why Luxembourg Luxembourg Investment Vehicles Features of the Investment Vehicles Fund Raising Vehicles SIF and SICAR - comparison

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

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

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

Fund raising vehicles

SICAR (Societe dInvestissement en Capital a Risque)

vehicle designed for private equity and venture capital

SIF (Specialized Investment Funds)

flexible and lightly regulated UCI

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

SIF and SICAR comparison (continued)

Key topics
Subscription tax Corporate income tax (world-wide base, unless DTT applies)

SIF
0.01% p.a. on net assets No

SICAR
No Yes if corporate SICAR

28.80 % (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

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

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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