Gastos adicionales de 3 UIT

In principle, the liquidation of a compartment of an investment vehicle does not result in the liquidation of the investment vehicle itself. Only the liquidation of the last remaining compartment of the vehicle results in the liquidation of the whole structure. Once the last remaining compartment is liquidated in such a case, the liquidation of the investment vehicle shall be made before a notary and shall be formalised in a notarial deed.

The liquidation of a compartment of a SICAV

The decision to liquidate a compartment of a SICAV belongs to the board of directors of the SICAV or to the shareholders meeting, depending on the provisions of the articles of incorporation of the SICAV.

In case the power to liquidate belongs to the board of directors, the articles of incorporation shall determine the cases in which such a liquidation may be decided (e.g. if the net assets of the compartment fall below a certain threshold) or shall provide that such a decision may be taken in case of change of the economic and political situation.

In case the power to liquidate belongs to the general meeting of shareholders, the articles of incorporation shall specify whether such decision shall be submitted to the approval of all shareholders of the SICAV or only to the shareholders of the relevant compartment.

In both cases, the articles shall provide the quorum and majority requirements for the deliberations of the general meeting of shareholders, being understood that the decision to liquidate may be validly taken without quorum requirement by a simple majority of the votes cast.

Where the decision to liquidate is validly taken, by the board of directors of the SICAV or the shareholders meeting, the decision shall be published according to the publication rules set out in the prospectus

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for the publication of shareholders’ notices. This publication shall be submitted to the prior approval of the CSSF and shall provide information on the reasons and modalities of the liquidation operation.

Unless there is a decision to the contrary from the board of directors of the SICAV or from the general meeting of shareholders, the SICAV may, before the decision to liquidate is taken, continue to redeem shares of the relevant compartment. For these redemptions, the NAV shall take into account the future costs of liquidation, but without deduction of a redemption fee or any other fee. Formation expense shall be fully amortised once the decision to liquidate is taken.

The assets that have not been distributed to their beneficiaries at the closing date of the liquidation may be safe-kept by the depositary bank for a 6-month period as from that date. Beyond this 6-month period, these assets shall deposited with the public trust office (i.e. the Caisse de Consignation) and remain at the disposal of their beneficiaries.

In the framework of the legal audit, the external auditor of the SICAV shall verify the operations of liquidation and notably the liquidation costs of the compartment. The annual report related to the financial year in which the liquidation decision was taken shall refer to that decision and shall give details on the status of liquidation operations.

The liquidation of a compartment of an FCP

The decision to liquidate a compartment of an FCP belongs either to the board of directors of the Management Company or to the meeting of unitholders depending on the provisions of the management regulations of the FCP. In the latter case, the management regulations shall provide for quorum and majority requirements for the deliberations of the meeting of unitholders, which can take the form a decision without quorum requirement adopted by a simple majority of the votes cast.

The management regulations shall determine the cases in which such a liquidation may be decided (e.g. if the net assets of the compartment fall below a certain threshold) or shall provide that such a decision may be taken in case of change of the economic and political situation. Where the decision to liquidate is validly taken, by the board of directors of the Management Company or the unitholders meeting, the decision shall be published according to the publication rules set out in the prospectus for the publication of unitholders’ notices. This publication shall be submitted to the prior approval of the CSSF and shall provide information on the reasons and modalities of the liquidation operation.

Unless there is a decision to the contrary from the board of directors of the

Management Company or from the general meeting of shareholders, the FCP may, before the decision to liquidate is taken, continue to redeem units of the relevant compartment. For these redemptions, the NAV shall take into account the future costs of liquidation, but without deduction of a redemption fee or any other fee. Formation expense shall be fully amortised once the decision to liquidate is taken.

The assets that have not been distributed to their beneficiaries at the closing date of the liquidation may be safe-kept by the depositary bank for a 6-month period as from that date. Beyond this 6-month period, these assets shall deposited with the public trust office (i.e. the Caisse de Consignation) and remain at the disposal of their beneficiaries.

In the framework of the legal audit, the external auditor of the FCP shall verify the operations of liquidation and notably the liquidation costs of the compartment. The annual report related to the financial year in which the liquidation decision was taken shall refer to that decision and shall give details on the status of liquidation operations.

Tax considerations

Dissolution of Luxembourg funds does not trigger any taxation in Luxembourg. Similarly to the case of merger, the investors’ tax treatment will depend on the applicable rules in the country of residence of every investor, in addition exit taxation and/or stamp duties in underlying investments’ countries should also be closely analysed.