OFFERING DOCUMENT. Relating to the permanent offering and issue of Units in FUND HOUSE FCP-SIF

Transcription

1 VISA 2011/ PC L'apposition du visa ne peut en aucun cas servir d'argument de publicité Luxembourg, le 05/04/2011 Commission de Surveillance du Secteur Financier OFFERING DOCUMENT Relating to the permanent offering and issue of Units in FUND HOUSE FCP-SIF A Fonds Commun de Placement SIF organized under the laws of the Grand-Duchy of Luxembourg March 2011 # 2 Offering Memorandum

2 INTRODUCTION TO FUND HOUSE FCP-SIF This Offering Document is issued in respect of FUND HOUSE FCP-SIF, ( the Fund ), that is organized as a mutual investment fund (fonds commun de placement) in the form of a open ended specialized investment fund (fonds d'investissement spécialisé) organized under the law of 13 February 2007 relating to specialized investment funds and managed by GLOBAL FUND HOUSE Management Sàrl (société à responsabilité limitée) (the Management Company ), incorporated under the laws of the Grand Duchy of Luxembourg. The Units referred to in this offering document (the Offering Document ) are offered solely on the basis of the information contained herein and in the reports referred to in this Offering Document. Units are being offered to prospective Unitholders who qualify as Investors and who have expressed an interest in subscribing for Units in the Fund. The Offer is subject to the right of the Management Company to reject any subscription in whole or in part, if the potential subscribers do not qualify as Well-Informed Investors. An investment in Units is only suitable for persons who qualify as Well-Informed Investors as per article 2 of the SIF Law. Well-Informed Investor means any institutional investor, any professional investor and any investor who meets the following conditions: a. the Investor has confirmed in writing that he adheres to the status of "Well- Informed Investor"; b. the Investor invests a minimum of EUR 125,000 in the Fund; or c. the Investor has obtained an assessment made by a credit institution within the meaning of Directive 2006/48/EC, by an investment firm within the meaning of Directive 2004/39/EC, or by a management company within the meaning of Directive 2001/107/EC certifying such investor's expertise, experience and knowledge in adequately appraising an investment in the Fund. except for the directors and other persons who are involved in the management of the Fund. Subscriptions may only be accepted on the basis of a Subscription Agreement duly executed by the prospective Unitholder. The Management Company may compulsory redeem all Units held by any such Prohibited Person. The distribution of this Offering Document is not authorized unless it is accompanied by the most recent annual reports of the Fund, if any. Such report or reports are deemed to be an integral part of this Offering Document. This Offering Document and the annual reports may be obtained free of charge at the registered office of the Management Company. The registration of the Fund as a SIF should not be interpreted as a positive assessment of the quality of the proposed investment by the CSSF, the supervisory authority of the Luxembourg financial sector and/or the Luxembourg Stock Exchange, if applicable. 2

3 Prospective Unitholders must rely solely on their own examination of the legal, taxation, financial and other consequences of any investment in the Fund, including the risks involved. Prospective Unitholders should not treat the contents of this Offering Document as advice relating to legal, taxation, or investment matters described herein and are advised to consult their own professional advisors. This Offering Document does not purport to be all-inclusive or necessarily to contain all the information that a prospective Unitholder may desire in investigating the Fund or necessary to make an informed investment decision regarding the Offer. The Management Company has taken reasonable care to ensure that the information stated in this Offering Document is true and accurate in accordance with the facts and does not omit anything likely to affect the importance of such information. Neither the Fund, the Management Company nor any member, partner, manager, employee, counsel, officer, director, representative, agent or affiliate of any of them, makes any express or implied representation or warranty as to the accuracy or completeness of the information contained in this Offering Document or made available in connection with any further investigation of the terms of the Offer. No person has been authorized to make any representation or to give any information other than the representations and information included in this document and, if made or given, any such other representations or information may not be relied upon as having been made or given by or on behalf of the Fund, the Management Company, or any other person. Neither the delivery of this Offering Document nor the Offer shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Fund since the date of this Offering Document or that any information contained herein is correct at any time subsequent to the date hereof. In particular, prospective Unitholders should note that the information contained in this Offering Document may be amended from time to time. Any amendments to this Offering Document affecting the rights of the Unitholders will be notified to the latter in a manner to be determined by the Management Company after approval by the Supervisory authorities. This Information Memorandum does not constitute an offer of, or the solicitation or invitation of an offer to acquire, Units to any person in any jurisdiction in which it is unlawful to make such offer or solicitation. The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession it comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. All questions regarding the Fund should be directed to the Management Company. Capitalized terms and abbreviations used in this Offering Document have defined meanings, which are explained in Section 2 "Definitions". This Offering Document should be read in conjunction with, and is subject to the terms of the Management Regulations, that have been filed with the Luxembourg Trade and Companies Register and a legal notice has been published in the Mémorial C- Recueil des Sociétés et Assocations, the Luxembourg Gazette, on 28 November The modifications thereto have been filed with the Luxembourg Trade and Companies Register and a legal notice has been published in the Mémorial C- Recueil des Sociétés et Assocations, the Luxembourg Gazette on 15 January 2010 and on 6 April

4 While the terms of the Management Regulations will prevail at all times, the more detailed terms incorporated by reference into this Offering Document will govern the relationship between the Management Company and the Unitholders and between the Unitholders themselves. By accepting this Offering Document, the recipient hereof agrees to be bound by the terms thereof, the Management Regulations and the Subscription Agreement (together the Offering Documents ). CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Offering Document contains forward-looking statements, which provide current expectations or forecasts of future events. Words such as "may", "believes", "expects", "plans", "future" and "intends" and similar expressions, may identify forward-looking statements, but the absence of these words does not mean that the statement is not forward-looking. Forward-looking statements include statements about the Fund's plans, objectives, expectations and intentions and other statements that are not historical facts. Forward-looking statements are subject to known and unknown risks and uncertainties and inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Prospective Unitholders should not unduly rely on these forward-looking statements, which apply only as of the date of this Offering Document. DATA PROTECTION POLICY All personal data of Investors contained in any document provided by such Investors and any further personal data collected in the course of the relationship with the Management Company and/or the Administrative Agent (as defined below) may be collected, recorded, stored, adapted, transferred or otherwise processed and used ("processed") by the Management Company and other companies directly or indirectly affiliated with the Management Company, the Administrative Agent and the Custodian. Such data shall be processed for the purposes of account administration, anti-money laundering identification and the development of the business relationship. To this end, data may be transferred to companies appointed by the Management Company or the Administrative Agent to support the Management Company s related activities (e.g. client communication agents). Any personal data relating to natural persons will be processed in compliance with the Luxembourg law of 2 August 2002 as amended by the Luxembourg law of 27 July 2007 relating to the protection of persons towards the treatment of personal data. The Management Company may disclose personal data to its agents, service providers or if required to do so by force of law or regulatory authority. Investors, who are natural persons will, upon written request, be given access to their own personal data provided to the Management Company. Such Investors may request in writing the rectification of, and the Management Company will, upon written request, rectify, personal data. No personal data shall be held by the Management Company for longer than necessary with regard to the purpose of the data processing. Furthermore, in accordance with this Offering Document, the Subscription Agreement and the Management Regulations, the Management Company may delegate the processing duty of personal data to another Luxembourg entity which is not directly or indirectly affiliated with the Management Company but duly approved by the CSSF. 4

5 ANTI-MONEY LAUNDERING REGULATIONS Pursuant to the Luxembourg laws of 19 February 1973 (as amended), 5 April 1993 (as amended), and 12 November 2004, as amended in relation to the fight against money laundering and against the financing of terrorism and to the circulars of the supervisory authority, in particular, the Circular CSSF 08/387, as amended, obligations have been imposed on all professionals of the financial sector to prevent the use of undertakings for collective investment for money laundering purposes. Within this context a procedure for the identification of Investors has been imposed. Namely, the Subscription Agreement of a prospective Unitholder that has the capacity of a legal entity must be accompanied, where applicable, by a copy of its articles of association and an extract from the commercial register (any such copy must be certified to be a true copy by one of the following authorities: ambassador, consulate, notary or police officer or its equivalent in the jurisdiction concerned) and if appropriate, information on its economic beneficiaries. Such identification procedure must be complied with in the following circumstances: (a) (b) in the case of direct subscriptions to the Fund; and in the case of subscriptions received by the Fund from any intermediary resident in a country which does not impose on such intermediary an obligation to identify Investors equivalent to that required under the laws of the Grand Duchy of Luxembourg for the prevention of money laundering. Failure to provide proper documentation may result in a rejection of the subscription or the withholding of redemption proceeds. This identification procedure must be complied with by the Administrative Agent acting as administrator in the case of direct subscriptions to a Sub-Fund, and in the case of subscriptions received by the Sub-Fund from any intermediary resident in a country that does not impose on such intermediary an obligation to identify investors equivalent to that required under Luxembourg laws for the prevention of money laundering and terrorist financing. It is generally accepted that professionals of the financial sector resident in a country which has ratified the recommendations of the Financial Action Task Force (FATF) are deemed to be intermediaries having an identification obligation equivalent to that required under the laws of the Grand Duchy of Luxembourg. The complete updated list of countries having ratified the recommendations of the FATF is available on Other guidelines, rules and recommendations may be taken into account, as the case may be. This list includes, inter alia, beside the Grand Duchy of Luxembourg: Argentina, Australia, Belgium, Brazil, Canada, Denmark, Finland, France, Germany, Greece, Gulf Cooperation Council (composed of Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), Iceland, Ireland, Italy, Japan, Mexico, New Zealand, the Netherlands, Norway, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland, the United Kingdom and the United States of America. Any information provided in this context is collected for anti-money laundering compliance purposes only. 5

6 SELLING RESTRICTIONS The distribution of this Offering Document and the offer, sale and delivery of the Units in certain jurisdictions may be restricted by law. No action has been taken to permit the distribution of this Offering Document in any jurisdiction where action would be required for such purpose. If you are in any doubt about the contents of this Offering Document or the suitability of an investment in the Units of the Fund, you should consult your stockbroker, solicitor, accountant or other professional advisor. Units of the Fund have not been and will not be registered under the Securities Act of 1933 of the United States of America (as amended) or the securities laws of any of the States of the United States. Units may not be offered, sold or delivered directly or indirectly in the United States of America, its territories or possessions or in any State or the District of Columbia (the United States ) or to or for the account or benefit of any U.S. Person (as defined hereafter). Any re-offer or resale of any Units in the United States or to U.S. Persons may constitute a violation of U.S. law. Applicants for Units will be required to certify that they are not U.S. Persons. For the purposes of this Offering Document, a U.S. Person is any of the following: (i) (ii) (iii) (iv) (v) (vi) any United States citizen or resident, any corporation, partnership or other entity organized or existing under the laws of any state, territory or possession of the United States, any estate or trust of which any executor, administrator or trustee is a U.S. Person, any agency or branch of a foreign entity located in the United States, any discretionary or non-discretionary account held by a fiduciary for the benefit or account of a U.S. person, or any foreign partnership or corporation formed by a U.S. Person principally for the purpose of investing in unregistered securities. The Fund will not be registered under the United States Investment Company Act of 1940, as amended. Unitholders are required to notify the Fund of any change in their status as non-u.s. Person. INVESTMENT RISKS Investment in the Fund carries with it a degree of risk. The value of Units and the income from them may go down as well as up, and Investors may not get back the amount invested. Investment risk factors for an investor to consider are set out in the Risk Factors Annex below of the General Section and in the Appendix of the relevant Sub-Fund. For more information or to obtain a copy of the Offering Document, please contact: Management Company: Global Fund House Management Sàrl: 46a, Boulevard JF Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg 6

7 Table Of Contents 1. Overview Glossary Management and Governance of the Fund Investment Objectives and Policies Management of the Fund Issue, Redemption and Conversion of Units Determination of the Net Asset Value Of Units Fees and Expenses Miscellaneous Tax Considerations Annex 1. Risk Factors Annex 2. Resume Members of the Board of Managers of the Management Company FUND HOUSE GLOBAL MANAGEMENT Sàrl...63 Appendix I Sub-Fund : FUND HOUSE International Life Settlements Fund

8 1. OVERVIEW Fund FUND HOUSE FCP-FIS (formerly European Life Settlements Fund SIF FCP) 13, Rue Edward Steichen L Luxembourg Grand Duchy of Luxembourg Management Company GLOBAL FUND HOUSE MANAGEMENT Sàrl (formerly European Life Settlements Management Sàrl) 46a Avenue J.F. Kennedy, L-1855 Luxembourg Grand Duchy of Luxembourg Members of the Board Frans BLOMMESTEIN Bas DIJKMAN Patrick KLOEZEN Custodian RBS Global Banking (Luxembourg) S.A. 46 Avenue J.F. Kennedy, L-1855 Luxembourg Grand Duchy of Luxembourg Administrative Agent, Custom House Fund Services (Luxembourg) S.A., Registrar and Transfer Agent 13, Rue Edward Steichen L Luxembourg Grand Duchy of Luxembourg Auditors Legal Advisor Deloitte S.A. 560, Rue De Neudorf, L-2220 Luxembourg Grand Duchy of Luxembourg Cabinet d Avocat Marleen Watte-Bollen 117 Val des Bons Malades L-2121 Luxembourg 8

9 2. GLOSSARY Administrative Agent Appendix(ces) Assets Auditor Board of Managers Business Day Category of Units Class of Units Company Law means Custom House Fund Services (Luxembourg) S.A., the central administration agent, registrar, transfer and domiciliation agent of the Fund means the annexes to this Offering Document with specific information on each Sub-Fund means the cash, the securities, the traded life policies and the other (liquid) assets of the Fund means Deloitte SA, the independent auditor of the Fund (réviseur d entreprises agrée) means the board of managers of the Management Company of the Fund. means a day on which banks are open for business in Luxembourg (other than a Saturday, Sunday or public holiday) means a group of units of each Class, which may be subdivided into distribution Units that distribute dividends or Capitalisation Units that accumulate income. means one class of units of each Sub-Fund which may differ, inter alia, in respect of their specific denominated currency, charging structures or other specific features. means the Luxembourg law of 10 August 1915, relating to commercial companies, as amended from time to time CSSF means the Commission de Surveillance du Secteur Financier, the regulatory authority of the Luxembourg financial sector Custodian means RBS Global Banking (Luxembourg) S.A., the custodian bank appointed in accordance with article 16 (1) of the SIF Law or any successor custodian Domiciliary Agent means Equity Fund Services (Luxembourg) S.A. the domiciliary agent of the Management Company Eligible Investor EU Euro or EUR means Well-informed Investors within the meaning of the SIF Law, as defined below means the European Union means the single currency of the member states of the European Union 9

10 FATF means Financial Action Task Force Fund means FUND HOUSE FCP-SIF, formerly denominated European Life Settlements Fund FCP SIF, a Luxembourg common fund organized under the laws of Luxembourg as a fonds commun de placement and as a specialized investment fund and with terms and conditions as laid down in the Management Regulations, which have been entered into by the Management Company and the Custodian GAAP GBP Institutional Investors Investment Advisor means generally accepted accounting principles means the currency of the United Kingdom means a well-informed investor qualifying as an institutional investor or a professional investor as set forth by the SIF Law means the investment advisor which may have been appointed by the Management Company in relation to any Sub-Fund and described in the Appendix to this Offering Document relating to the relevant Sub-Fund to give advises for management of the Fund s Assets. Investment Advisory Agreement means the agreement by which the Management Company, acting for and on behalf of the Fund appoints an Investment Advisor in relation to any Sub-Fund and entered into by and between the Management Company, and the relevant Investment Advisor Investment Committee means the investment committee of the Management Company which may have been appointed in relation to any Sub-Fund which will, inter alia, meet to review and approve investment and divestment proposals prepared by the relevant Investment Manager and/or Advisor, as set forth in the Offering Document relating to the relevant Sub- Fund Investor or Well-Informed Investor means any institutional investor, any professional investor and any investor who meets the following conditions: the investor has confirmed in writing that he adheres to the status of "Well-Informed Investor"; the investor invests a minimum of EUR 125,000 in the Fund; or the investor has obtained an assessment made by a credit institution within the meaning of Directive 2006/48/EC, by an investment firm within the meaning of Directive 2004/39/EC, or by a management company within the meaning of 10

11 Directive 2001/107/EC certifying such investor's expertise, experience and knowledge in adequately appraising an investment in the Fund except for the managers and other persons who are involved in the management of the Fund IRR Issue Price JPY Liabilities Management Company Management Fee Management Regulations Member State Mémorial Money Market Instruments Net Asset Value or NAV NAV per Unit means the annualized internal rate of return (compounded on an annual basis) on the cash flows of the Fund means the price per Unit the Investor has to pay to acquire a Unit from the Fund means the currency of Japan. means any actual liability incurred by the Fund, resulting in a funding obligation of the Fund means Global Fund House Management Sàrl (formerly denominated European Life Settlements Management Sàrl), a Luxembourg private limited company with registered office at 46a, avenue JF Kennedy, L-1855 Luxembourg or such other person as may subsequently be appointed as management company of the Fund in accordance with the Management Regulations means the management fee payable to the Management Company in accordance with the Management Regulations means the management regulations of the Fund, as amended and supplemented from time to time in accordance with the Management Regulations means a member state of the European Union means the Luxembourg Gazette, the Mémorial C, Recueil des Sociétés et Associations means instruments normally dealt in a money market which are liquid, and have a value which can be accurately determined at any time means at any time in relation to any Class of Units in a Sub- Fund, the value of the net asset value of that Sub-Fund attributable to that Class, calculated in accordance with the Management Regulations means, at any time, the NAV of the Fund as at that time divided by the number of Units on issue at that time 11

12 OECD Offer Offering Document Offering Documents Operational Expenses Organizational Expenses OTC Prohibited Person means Organisation for Economic Cooperation and Development means the offering of Units in the Fund to prospective Unitholders means the Information Memorandum, the Prospectus (document d émission) prepared by the Management Company in relation to the Fund, including its appendices means the Offering Document and the Management Regulations, as amended from time to time, and each Subscription Agreement means the operational expenses (daily costs and charges) of the Fund means all organizational expenses related to initial set-up costs and expenses to be borne by the Fund means Over The Counter means any person, firm, partnership or corporate body, if in the reasonable opinion of the Management Company the holding of Units by such person: i. May be detrimental to the interests of the existing Unitholders or of the Fund; ii. May result in a breach of any applicable law or regulation, whether in Luxembourg or otherwise; or iii. May result in the Fund becoming exposed to tax disadvantages, fines or penalties that it would not otherwise have incurred Proper Instructions means signed written instructions given by the Management Company or, with respect to any investment management issues, the Advisor, each time in accordance with the SIF Law and the Management Regulations Reference currency Regulated Market means such currency as determined by the Management Company and disclosed in the Appendices of the Offering Document means a multilateral system operated and/or managed by a market operator, which brings together or facilitates the bringing together of multiple third party buying and selling interests in financial instruments in the system and in accordance with its nondiscretionary rules in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules and/or systems, and which is authorized and functions regularly and in accordance with the provisions of Title III of the Council 12

13 Directive 2004/39/EC. In Luxembourg, regulated markets consist of those systems recorded in the official list of regulated markets kept by the CSSF pursuant to article 1 of the law of 13 July 2007 on Markets in financial instruments, as amended. In other Members States, regulated markets consist of those systems recorded on the list prepared by the European Commission pursuant to article 47 of Directive 2004/39/EC. In third countries, regulated markets consist of systems which are approved and/or supervised by a public authority and which operate regularly in accordance with provisions equivalent to those set out in chapter 1 of title I of the law of13 July 2007 on markets in financial instruments, as amended Regulatory Authority RCS Service Provider SIF SIF Law SPV Sub-Fund Subscription Agreement Subscription Day means the CSSF or its successor in charge of the supervision of the undertakings for collective investment in the Grand Duchy of Luxembourg means the Registre du Commerce et des Sociétés, Luxembourg means the Custodian and other (administrative) agents appointed from time to time by the Management Company (such as the Administrative Agent, the Registrar and Transfer Agent, the Domiciliary Agent) means a specialized investment fund subject to the SIF Law means the Luxembourg law of 13 February 2007 relating to specialized investment funds, as amended from time to time Special Purpose Vehicle(s) means a separate portfolio within the Fund, established and maintained in respect of one or more Classes of Units to which the Assets and Liabilities, and income and expenditure attributable or allocated to each such Class or Classes of Units will be applied or charged means the irrevocable agreement entered into by the Management Company and each Unitholder setting forth: (i) the commitment of such Unitholder, (ii) the rights and obligations of such Unitholder in relation to its subscription for Units and (iii) representation and warranties given by such Unitholder in favor of the Fund means a Business Day on which Units of a Sub-Fund may be subscribed, as defined in the Appendix of each Sub-Fund 13

14 TEP TLP Traded Insurance Policies Transferable Securities UCI Traded Endowment Policy issued by worldwide Insurance Company is any agreement that confers onto an investor, or other persons, an interest in the death benefits that is entered into for the purpose of deriving an economic benefit Traded Life Policy, popularly known as US Life Settlement, is an agreement that confers onto an investor, or other persons, an interest in the benefits under one or more life policies that is entered into for the purpose of deriving an economic benefit means TEPs and TLPs, jointly - agreements that confer onto an investor, or other persons, an interest in the death benefits or benefits under one or more life policies that is entered into for the purpose of deriving an economic benefit. means (i) shares in companies and other securities equivalent to shares in companies ( shares ); (ii) bonds and other forms of securitised debt ( debt securities ) and (iii) any other negotiable securities which carry the right to acquire any such transferable securities by subscription or exchange, to the extent they do not qualify as techniques and instruments as described hereafter means an undertaking for collective investment as defined by Luxembourg law UCITS means an undertaking for collective investment in transferable securities under Article 1(2) of the UCITS Directive. UCITS Directive Unit United States Dollar Unitholder means the Council Directive EEC/85/611 of 20th December 1985 on the coordination of laws, regulations and administrative provisions relating to undertaking for collective investment in transferable securities, as amended means a registered right issued by the Fund to Well- Informed Investors, entitling the Unitholder to the coownership of a proportional part of the net assets of the Fund as well as to some other rights as laid down in or referred to in the Management Regulations means the currency of the United States of America means any holder of Units, or investors which have entered into a Subscription Agreement 14

15 Valuation Date Viatical Policies means a date which is a Business Day as at which the Net Asset Value is determined by the Administrative Agent in accordance with the Management Regulations and the Offering Document as defined in the Appendix of each Sub-Fund. means Traded Life Policies or Traded Endowment Policies where the original life insured at the moment of the settlement is either terminally or chronically ill. According to the definitions of the Life Insurance Settlement Association, terminally ill is the person having an illness or sickness that can reasonably be expected to result in death in twenty four (24) months or less. Chronically ill is defined as follows: (1) being unable to perform at least two activities of daily living (i.e., eating, toileting, transferring, bathing, dressing or continence), or (2) requiring substantial supervision to protect the individual from threats to health and safety due to severe cognitive impairment, or (3) having a level of disability similar to that described in (1) as determined by the US Secretary of Health and Human Services. The Fund will not purchase policies with a Life Expectancy at the time of purchase of forty eight (48) months or less INTERPRETATIONS Unless a contrary indication appears, in this Offering Document: - references to sections are to sections of this Offering Document; - references to a person include any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing and will be read to include a reference to such person's legal personal representatives or successors; - references to a date or any period of time is by reference to the Gregorian calendar; - references to the singular include the plural and vice versa. The headings to the sections of this Offering Document are for convenience only and shall not affect the construction or interpretation of this Offering Document. The appendices from an integral part of this Offering Document and will have the same force and effect as if set out in the body of this Offering Document and references to this Offering Document include the appendices. 15

16 GENERAL SECTION This General Section applies to all Sub-Funds of the Fund. The specific features of each Sub-Fund and Class and Categories of Units are set forth in the Special Sections in the Appendices to this Offering Document. 3. MANAGEMENT AND GOVERNANCE OF THE FUND 3.1 Introduction The Fund is a mutual investment fund (fonds commun de placement or FCP ) organized under the laws of Luxembourg as a specialized investment fund governed by the law of February 13, 2007 on specialized investment funds (the "SIF Law"), with separate Sub- Fund(s) constituting each a separate portfolio of Assets and Liabilities. The Fund has been established for an unlimited duration. The Fund is an unincorporated co-ownership of securities and other assets, managed in the interest of its co-owners by the Management Company. The assets of the Fund, which are held in custody by the Custodian, are segregated from those of the Management Company and from those of other collective investment undertakings managed by the Management Company, if any. The Fund is restricted to Well Informed Investors as defined under Article 2 of the SIF Law. The Fund will rely upon the business judgment, expertise and integrity of the directors and employees of the Management Company. The Fund will have a highly experienced and well qualified team of professionals operating at each level of the Fund, so as to enable it to effectively carry out its responsibilities. To date, the Fund is the only investment fund managed by the Management Company. In accordance with the Management Regulations, the Board of Managers may issue Units in each Sub-Fund. A separate pool of Assets is maintained for each Sub-Fund and is invested in accordance with the investment objectives applicable to the relevant Sub-Fund. As a result, the Fund is an umbrella fund enabling investors to choose between one or more investment objectives by investing in one or more Sub-Funds. Investors may choose which Sub-Fund(s) may be most appropriate for their specific risk and return expectations as well as their diversification needs. Each Sub-Fund is treated as a separate entity and operates independently, each portfolio of Assets being invested for the exclusive benefit of this Sub-Fund. A purchase of Units relating to one particular Sub-Fund does not give the holder of such Units any rights with respect to any other Sub-Fund. The assets and liabilities of each Sub-Fund will be ring-fenced pursuant to article 71 (5) of the SIF Law. The net proceeds from the subscription to each Sub-Fund are invested in the specific portfolio of Assets constituting that Sub-Fund. 16

17 With regard to third parties, each Sub-Fund will be exclusively responsible for all liabilities attributable to it. Creditors of one Sub-Fund will have no recourse or right of recovery against the assets of another Sub-Fund. The specific investment policy and features of each Sub-Fund are described in detail in its own Appendix below. The Board of Managers may, at any time, create additional Sub-Funds. In that event the Offering Document will be updated accordingly. Furthermore, in respect of each Sub-Fund, the Board of Managers may decide to issue one or more Classes of Units, each Class having e.g. a specific sales and redemption charge structure, a specific management fee structure, different distribution fees, such as the Unitholder s servicing or other fees, different tax treatment, different types of targeted investors, different currencies and/or such other features as may be determined by the Board of Managers from time to time. The currency in which the Classes of Units are denominated may differ from the Reference Currency of the relevant Sub-Fund. The Management Company may, at the expense of the relevant Class of Units, use instruments such as forward currency contracts to hedge the exposure of the investments denominated in other currencies than the currency in which the relevant Class of Units is denominated. The profit and losses created by the investment of the monies subscribed in respect of each Class will benefit to the Units of the relevant Class, pro-rata of the amount of such investment. The Units do not benefit from any preferred right or preemption right. The Classes of Units may be sub-divided into two Categories: accumulation of income and distribution of income. The Classes of Units and their Categories (if any) for each Sub-Fund are indicated in each relevant Appendix. The amounts invested in the various Classes of Units of each Sub-Fund are themselves invested in a common underlying portfolio of investments. The Management Company may decide to create further Classes and/or Categories of Units with different characteristics and, in such case, this Offering Document will be updated accordingly. Units of different Classes and/or Categories within each Sub-Fund may be issued, redeemed and converted at prices computed on the basis of the Net Asset Value per Unit, within the relevant Sub- Fund, as defined in the Management Regulations. The Fund is managed in the interest of its Unitholders by the Management Company, a private limited liability company ( société à responsabilité limitée ) incorporated under the laws of Luxembourg and having its registered office in Luxembourg. The Assets of the Fund are separate from those of the Management Company. 17

18 4. INVESTMENT OBJECTIVES AND POLICIES 4.1 Investment Objective of the Fund The overall investment objective of the Fund is to offer investors a selection of securities and other permitted assets consistent with the limits and conditions set forth hereafter in this Offering Document and the relevant Appendices, to provide investors with active and professional management, to diversify investment risk and to satisfy the financial needs of investors seeking various investment objectives. The Fund is restricted solely to Well-Informed Investors such as institutional investors, professional investors and any other investor who meets the following conditions: (a) he has confirmed in writing that he adheres to the status of well-informed investor, and (b) (i) he is committed to invest a minimum of 125,000 Euro in the Fund, or (ii) he has been the subject of an assessment made by a credit institution within the meaning of Directive 2006/48/EC, by an investment firm within the meaning of Directive 2004/39/EC or by a management company within the meaning of Directive 2001/107/EC certifying his expertise, his experience and his knowledge in adequately apprising an investment in the specialized investment Fund. The conditions set forth above are not applicable to the managers and other persons who are involved in the management of the Fund. The Fund will seek to achieve its objective, in accordance with the policies and guidelines established by the Board of Managers of the Management Company. For this purpose the Fund offers a choice of Sub-Funds as described in the Appendices, which allow investors to make their own strategic allocation. The investment objectives and policy for each Sub-Fund are set out in the Appendix relating to the relevant Sub- Fund. Further, the Sub-Funds will, in the pursuit of their stated investment objectives employ investment techniques and financial instruments in compliance with the guidelines and limits set its Appendix according to Luxembourg law. There can be no assurance that the investment objectives and policy of the Fund and of the Sub-Funds will be achieved. Consequently, the net asset values of the Units may increase or decrease and positive or negative returns of different levels may arise. 4.2 Investment Policies of the Sub-Funds The Board of Managers of the Management Company has determined the investment policies of each Sub-Fund as described in each relevant Appendix thereto. There can be no assurance that the investment objective for any Sub-Fund will be attained. Pursuit of the investment objective and policies of any Sub-Fund must be in compliance with the risk spreading rules and investment policy applicable to the relevant Sub-Fund. 18

19 4.3. Investment restrictions Unless otherwise provided in the Appendix(es) relating to each Sub-Fund(s), the Board of Managers have determined that the following investment restrictions shall apply in respect of each Sub-Fund: 1. A Sub-Fund may not invest more than 30% of its assets or commitments to subscribe securities of the same type issued by the same issuer. This restriction does not apply to: a) investments in securities issued or guaranteed by an OECD Member State or its regional or local authorities or by EU, regional or global supranational institutions and bodies; b) investments in target undertakings for collective investment (UCI ) that are subject to risk-spreading requirements at least comparable to those applicable to the Sub-Fund subject to the SIF Law. For the purpose of the application of this restriction, every sub-fund of target undertakings for collective investment with multiple sub-funds is to be considered as a separate issuer provided that the principle of segregation of liabilities among the various sub-funds vis-à-vis third parties is ensured. The limitation under b) above may be increased up to 45% of the Sub-Fund s assets for one single security and only for investments in shares and equity securities listed on stock exchanges. In such cases, the Sub-Fund shall ensure that the investments of the remaining assets of the Sub-Fund are broadly diversified. 2. Short sales may not in principle result in a Sub-Fund holding a short position in securities of the same type issued by the same issuer representing more than 30% of its net assets. 3. When using financial derivative instruments, a Sub-Fund must ensure, via appropriate diversification of the underlying assets, a similar level of riskspreading. Similarly, the counterparty risk in an OTC transaction must, where applicable, be limited having regard to the quality and qualification of the counterparty. 4. The Sub-Fund can hold deposits and money market instruments in accordance with the requirements of the market situation, assuring sufficient diversification via different banks, maturities, currencies or similar criteria. Deposits made with one single entity may not exceed 25% of the Sub-Funds net assets. The diversification requirements may not be met during an initial investment period of 1 year as of the launching date of each Sub-Fund. Cash Deposits Unless otherwise indicated in the Appendices hereof, the Sub-Funds are allowed, for an undetermined period of time, to invest into: 19

20 1. Deposits with credit institutions which are repayable on demand or have the right to be withdrawn, and maturing in no more than 12 months, provided that the credit institution has its registered office in a Member State of the EU or, in a Member State of the OECD. 2. Under the standard investment rules, the Sub-Funds, may not, as a rule invest more than 30% percent of each Sub-Fund s net Assets in Cash Deposits with the same credit institution. Hedging The Management Company may, for hedging purposes exclusively, employ financial derivatives, including options, futures and options on futures, equivalent cash settled instruments, dealt in on a Regulated Market referred and/or financial derivative instruments dealt in over-the-counter ( OTC derivatives ), unless otherwise determined in the Appendices hereof. The risk exposure of any particular Sub-Fund to a counterparty of OTC derivative transactions may not exceed 30% of its Sub-Fund s Net Assets. Risk spreading rules applicable to borrowing transactions Unless otherwise indicated in the Appendices hereof, the Sub-Funds are allowed to enter in borrowing transactions within the limits specified below for any purpose including coverage of operating expenses, payment of redemptions and transactions and providing leverage to the portfolio. The Management Company may borrow, on behalf of each Sub-Fund and on a permanent basis, for investment purposes from institutions specializing in this type of transaction. Additionally, the Management Company is allowed to borrow, on behalf of each Sub- Fund, for temporary cash flow purposes such as defrayal the Fund s operating expenses including without limitation payment of premium due and redemptions. Under the standard investment rules, borrowings may not exceed fifty percent (50%) of the Sub-Fund s Net Assets. Lending Transactions and Repurchase agreements The Management Company may not enter in Lending Transactions or establish Repurchase agreements. Short selling transaction The Management Company may not enter into short selling transaction on behalf of the Sub- Funds. Where the percentage limits set out above are exceeded for reasons other than an investment decision the Management Company must seek as its first priority to rectify the situation taking the interests of investors into account. 20

21 Notwithstanding the above provisions, each of the Sub-Funds needs not necessarily to comply with the limits referred to herein when exercising subscription rights attaching to the assets which form part of such Sub-Fund s portfolio concerned. Each Sub-Fund has twelve (12) months from its date of authorization or launching to achieve compliance with the points mentioned above under point 4.3. See Risk Considerations for a discussion of certain factors in connection with an investment in the relevant Sub-Funds Use of Special Purpose Vehicles The Sub-Funds may invest primarily through equity or debt instruments (securitized or not) or combinations thereof in investment structures of any kind and nature, having legal personality or not, whether listed or unlisted, being regulated or not, based in any jurisdiction, and established for the purpose of investing, directly or indirectly, in and financing any kind of investments (the "Special Purpose Vehicles") Pooling In the interests of good management of each Class of Units, the Management Company on behalf of the Fund may manage all or part of the assets in a Sub-Fund on the basis of pooling, in compliance with the investment policy of each Sub-Fund. Each Class of Units may in this way participate in pools in proportion to the assets which they contribute to them. This management technique leads to economies of scale. Pooling does not incur additional management fees. The Management Company must be in a position to determine the quota each Class of Units holds in the pool at any time. Assets brought in by the various Class of Units participating in the pools will be invested in securities of issuing bodies of various nationalities denominated in various currencies, observing the particular objective and investment policy of the relevant Sub-Fund. Such pools should not be deemed to be separate legal entities and the quota in a pool, which may be expressed in notional units of account of a pool, are not to be considered as Units. Units in the Fund are not issued in relation to such pools but solely in relation to each Sub-Fund concerned which may participate in that pool with certain of its assets, for the purpose referred to above. Losses as well as gains attributable to a pool will be attributed proportionally to Class of Units holding notional units of account in that pool, in this way altering the Net Asset Value of a participating Class of Units even if the value of the assets contributed by that Class of Units to the pool has not fluctuated. On creation of a pool these notional units of account will be currently expressed in CHF, EUR, GBP or USD such other currency as the Management Company shall consider appropriate in the future and shall be allotted to each Class of Units participating in the pool, to a value equal to that of the securities, liquid assets and/or other permitted Assets contributed to it. 21

22 The value of the notional units of account of a pool will be calculated each Valuation Day by dividing its net assets by the number of notional units of account issued and/or outstanding. Where additional liquid or other assets are transferred to or withdrawn from a pool, the allocation of units made to the participating Class of Units in question will be increased or diminished, as the case may be, by a number of units calculated by dividing the amount of the liquid assets or the value of the assets transferred or withdrawn by the current value of one unit. Where there is a contribution in kind, it will be treated for the purposes of these calculations as being reduced by such amount as the Management Company considers appropriate to reflect the tax liabilities or transaction and investment costs likely to be incurred on investment of those liquid or other assets. Where liquid or other assets are withdrawn, the withdrawal will also include a sum corresponding to the costs likely to be incurred on realization of such liquid and other assets in the pool. The share of each Class of Units participating in the pool relates to each line of investment in the pool. Dividends, interest and other distributions which by nature correspond to income received in relation to the assets in a pool shall be credited to the Class of Units participating in that pool in proportion to their respective interests in the pool at the time they are credited. On dissolution of the Fund, assets in a pool will (subject to the rights of creditors) be attributed to the participating Class of Units in proportion to their respective interests in the pool. The investments held through a pool shall be shown in the financial reports of each Sub-Fund on a transparent basis. 22

23 5. MANAGEMENT OF THE FUND 5.1 Management Company Global Fund House Management Sàrl (formerly denominated European Life Settlements Management Sàrl) is the Management Company of the Fund. The Management Company shall manage the Fund in accordance with the management regulations and in the exclusive interests of the Unitholders. It shall act in its own name, but shall indicate that it is acting on behalf of the Fund. Global Fund House Management Sàrl is a private limited liability company incorporated on 8th August 2008 for an unlimited period of time pursuant to Luxembourg law with its registered office at 46a, avenue JF Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number B The articles of incorporation of the Management Company were published in the Mémorial C. n 2268 dated 17 th September 2008 and deposited with the Registre de Commerce et des Sociétés Luxembourg, where they may be inspected and copies may be obtained. They have been modified and the latest amendment was published in the Mémorial C n 618 dated 23 March The issued share capital of the Management Company amounts to Euro 125,000. In compliance with the provisions of Chapter 14 of the Law of 2002, the effective conduct of the business of the Management Company has been granted to delegates of the Board of Managers as mentioned in this Offering Document. The Management Regulations The rights and obligations of the Unitholders, the Management Company and the Custodian are determined by the Management Regulations, which are governed by the laws of Luxembourg. The Management Regulations may from time to time be amended in accordance with the Management Regulations. 23