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What’s next? The EU Parliament and the Council of the EU shall review and comment the proposal within the next 3 months. LUXEMBOURG AIFMD CSSF rules for the marketing of non EU AIFs to retail investors Background On 8 June 2011, Directive 2011/61/EU amending Directive 2003/41/EC, was adopted by the EU Par- liament and the Council (the “AIFMD”). On 1 July 2011, the AIFMD was published in the Of- ficial Journal of the EU and entered into force on the 20 July 2011. On 12 July 2013, the AIFMD was transposed in the national law in Luxembourg (the “AIFM Law”). With respect toArticle 46 of theAIFM Law, authorised AIFMs are allowed to market their units or shares of AIFs they manage to retail investors in Luxembourg in accordance with the AIFMD. What’s in there? On 27 November 2015, the CSSF issued its Regu- lation n° 15-03 (hereafter “the Regulation”) laying down the conditions AIFMs shall meet to be author- ised to market unit or shares of non-EU AIFs to retail investors in Luxembourg. The Regulation covers the marketing of units or shares of « non-EU AIFs managed by an EU AIFM (either au- thorised in Luxembourg pursuant to chapter II of the AIFM Law, or authorised in another member state) or « non-EU AIF managed by a AIFM authorised in a third country. In Luxembourg, marketing to retail investors of units or shares of non-EU AIFs shall be permitted where the following conditions are met: 1 - AUTHORISATION BY THE CSSF (ARTICLE 5) – APPLICATION FORM The application form shall include the following in- formation:

3 - CONDITIONS IN ORDER TO BE ELIGIBLE FOR MARKETING UNITS OR SHARES TO RETAIL INVES- TORS IN LUXEMBOURG (ARTICLE 7) 4 - TO MARKET ITS UNITS OR SHARES TO RETAIL INVESTORS IN LUXEMBOURG, AN NON-EUAIF SHALL COMPLY WITH THE FOLLOWING RULES: 4.1 Subscription and redemption price determina- tion - The non-EU AIF shall determine the sub- scription and redemption price per unit or share at fixed intervals and a at least once a month. 4.2 Risk spreading - The non-EU AIF shall in particu- lar demonstrate compliance to appropriate risk diversification and concentration rules limits. The CSSF considers that risk diversification and concentration limits are sufficient if the non-EU AIF investment policy is compliant with the following: A - SECURITIES 1/ The non-EU AIF shall not invest more than 10% of its assets in securities that are not listed or not admitted to trading on another regulated market which is regularly operating, recognised and open to the public; 2/ The non-EU AIF shall not acquire more than 10% of the securities of the same type issued by a single issuer; 3/ The non-EU AIF shall not invest more than 20% of its assets in securities of the same issuer. The restrictions in point 1, 2,3 above are not applicable to the following investments: « Investments in securities that are issued or guaranteed by a member state of the OECD or any of its regional and local authorities or by supranational public institutions and or- ganisations of a community, regional or global nature; « Investments in targeted UCIs subject to risk diversification and concentration rule limits at least comparable to those provided under Part II of the Law of 17 December 2010 on undertaking for collective investments. B - LOANS The non-AIF shall not enter into securities bor- rowings having an amount exceeding 25% of its net asset value without prejudice of point D below. C - USE OF FINANCIAL DERIVATIVE INSTRU- MENTS

« A certificate delivered by the non-EU AIF supervi- sory authority, attesting that the non-EU AIF is duly authorised and is subject to ongoing supervision; « A supplement to the prospectus/ issuing docu- ments, the prospectus/ issuing document of the non EU-AIF including specific information on the marketing of the units and shares in Luxembourg; « Information on the contract between the non-EU AIF and the paying agent in Luxembourg; « Information on the master feeder if the non-EU AIF is a feeder AIF (domicile of the master feeder is es- tablished, prospectus…); « Information on the risks linked to the investment policy on the non-EU AIF; « Information on the fees and commissions, if any, that shall be borne by the investors; « Information on the Luxembourg depositary respon- sible for the subscription of the units or shares (name, address and functions); « Information as to the most recent prospectus/ issu- ing documents are available; « Information on the disclosure of the net asset value per unit or shares of the non-EU AIF; « Information on the name of the Luxembourgish newspaper in which notice to investors are to be published; 2 - CRITERIA NON-EU AIF SHALL FULFIL TO BE AU- THORISED (ARTICLE 6) The non-EU AIF shall meet the following criteria: 2.1 The requirement of the Article 46 of the AIFM Law and in particular, the AIF shall be managed by a single AIFM. The single AIFM might be either an authorised AIFM established in Luxembourg (duly author- ised pursuant to chapter 2 of the AIFM Law) or an AIFM authorised (pursuant to chapter II of the AIFMD) established in an another member state or in a third country. The AIFM managing the non-EU AIF shall com- ply and continue to comply with the AIFMD at all time. 2.2 If the non-EU AIF is a feeder, the master feeder of the non-EU AIF shall be subject to the ongoing supervision of the competent authority under the national law. In this case, the non-EU AIF com- petent authority shall cooperate with the CSSF. 2.3 The non-EU AIF shall communicate to the CSSF any event of a material change. « The last financial statements; « Resume of the non-EU AIF directors ; The CSSF may require any further information that might be useful to grant authorisation.

« When making use of financial derivative instruments, the non-EU AIF shall ensure a proper risk diversification at the level of the underlying assets;

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