Lumyna Alternative Funds – Specific Information
The Funds have been registered for distribution to professional investors only in Austria, Belgium, Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, Netherlands, Norway, Portugal, Spain, Sweden, United Kingdom, Singapore, Switzerland.
The Funds have also been registered for semi-professional investors (as defined by the relevant local legislation and detailed in the Subscription Agreement) in Belgium, Denmark, Germany, Italy, Luxembourg, Netherlands, United Kingdom and Switzerland.
For investors in the European Union/European Economic Area only: This marketing communication is related to a sub-fund of Lumyna Alternative Funds SICAV, a Luxembourg domiciled alternative investment fund (“AIF”). This marketing communication is issued by the Alternative Investment Manager (“AIFM”), Generali Investments Luxembourg S.A.: 4 Rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg. Before making any investment decision, please consider all characteristics, objectives, risks and costs detailed in the Key Information Document (“KID”) available in one of the official languages of your country and the Prospectus available in English upon request free of charge from the AIFM. Generali Asset Management S.p.A. Società di gestione del risparmio, Italian asset management company has been appointed as marketing promoter of the Fund in the EU/EEA countries (Via Niccolò Machiavelli 4, Trieste, 34132, Italia).
Notice to investors in the United Kingdom: This material is a financial promotion and has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000, by Lumyna Investments Limited (the authorised person). The fund is notified for distribution in the United Kingdom as per Regulation 59 of The Alternative Investment Fund Managers Regulations 2013 and is only intended for professional clients and investors meeting the eligibility criteria as defined in the Conduct of Business Sourcebook.
Notice to investors in Switzerland: This material is advertising intended only for Swiss professional and Swiss institutional investors as defined in the Financial Services Act.
Information and Paying Facilities in the following EU/EEA countries: PricewaterhouseCoopers, Société coopérative has been appointed as Central Facilities Agent in the following jurisdictions: Belgium, Italy, Germany and the Netherlands.
All Lumyna Fund Structures
Potential investors should be aware that the Funds are not subject to the rules and regulations made under the Financial Services and Markets Act 2000 (“FSMA”) for the protection of investors. Investors will not have any protection under the United Kingdom Financial Services Compensation Scheme (FSCS) or the Financial Ombudsman Service (FOS).
Additional Information
Not all classes of units/shares and Funds are available for investment in all countries. The Funds may only be offered and distributed to investors in accordance with all relevant local laws and regulations. The distribution of this presentation and the offering or purchase of units/shares may be restricted in certain jurisdictions. It is the responsibility of any persons in possession of this document and any persons wishing to subscribe for units/shares to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction. Prospective investors in the Funds should inform themselves as to the legal requirements of so applying, and any applicable exchange control regulations and taxes in the countries of their respective citizenship, residence or domicile. The tax implications of investing in the Fund will depend on individual financial circumstances and the investor’s country of residence. The Funds and units/shares may be registered for public distribution in certain jurisdictions. Please note that the fact of such registration does not mean that any regulator has determined that such Funds are suitable for all or any investors. For an up-to-date list of those jurisdictions, investors should contact their sales representative. Further details relating to the availability of the Funds in certain jurisdictions are set out below under “Selling Restrictions”.
This material is not, and should not be treated as, investment research or a research recommendation and has accordingly not been prepared in accordance with any legal requirements designed to promote the independence of investment research nor is it subject to any dealing prohibition on dealing ahead of the dissemination of investment research.
This material has been compiled from various sources. To the extent that the information in this communication reflects the views of Lumyna and/or Generali, this information and views expressed are subject to change without notice to you. Although the information set out in this marketing communication is obtained from sources believed to be reliable, neither Generali nor Lumyna guarantees, or represents or warrants as to, its accuracy, adequacy or completeness or recommends that such information serve as the basis for an investment decision.
The information in this marketing communication is for your private information and for discussion purposes and neither the information nor any opinions expressed constitutes an offer or solicitation, or advice or recommendation, by Lumyna or Generali for the purchase or sale of any securities or other financial instruments, and may not be construed as such. This information does not constitute an intention to market any other product, including any other investment fund, nor does it constitute advice of any kind, whether in relation to legal, compliance, accounting, regulatory matters or otherwise, a personal recommendation or otherwise or an expression of our view as to whether a particular financial product is suitable or appropriate for you and meets your financial or any other objectives. This information is not based on the particular circumstances of any recipient.
Any description involving investment process, goals or risk management techniques are provided for illustration purposes only, will not apply in all situations, may not be fully indicative of any present or future investments and may be changed at the discretion of the investment manager. No representation is made that any strategy’s investment process, goals or risk management techniques will or are likely to be achieved or successful.
Where the information herein relates to legislative initiatives, it represents a non-exhaustive summary of the current understanding of the legislation and the proposed timeframes as at the date of this publication, which is subject to interpretation and change pending further clarification of the rules through the legislative rule making and implementation processes in the relevant jurisdiction. Any such information does not constitute, and should not be relied upon as, legal advice.
The information contained herein is only as current as of the date indicated and may be superseded by subsequent market events or for other reasons. A variety of market factors and assumptions may affect any analysis contained in this material, and this analysis does not reflect all possible loss scenarios. These products may place your capital at risk; yield figures quoted may not display all the short and long term prospects for the investment. There is no certainty that the parameters and assumptions used in this analysis can be duplicated with actual trades. Any historical exchange rates, interest rates or other reference rates or prices which appear in this material are not necessarily indicative of future exchange rates, interest rates, or other reference rates or prices.
Generali and/or its affiliates may have a position and/or trade for their own accounts as odd-lot dealer, market maker, block positioner, specialist, liquidity maker and/or arbitrageur in any securities of issuers mentioned herein or in related investments and also may from time to time perform investment banking or other services for, or solicit investment banking or other business from, any issuer mentioned herein.
Limitation of Liability:
Lumyna believes the information and data contained herein to be reliable, but no representation, warranty or undertaking of any kind, whether implied, expressed or statutory, is given as to its correctness, accuracy, timeliness or completeness. Lumyna accepts no duty or responsibility to update the information or data and expressly disclaims liability for errors, inaccuracies or omissions, whether received from third parties or otherwise. Lumyna further accepts no liability for any loss or damage arising out of the use or misuse of, or reliance on, the information and data provided including, without limitation, any loss of profits or any other damage, whether direct, indirect or consequential.
SELLING RESTRICTIONS:
Andorra:
The Fund has not been authorised by or registered with the Andorran regulator (AFA) as a foreign collective investment scheme in accordance with section 41 of Law 10/2008 of 12 June on Undertakings for Collective Investment, as amended. Accordingly, the Units/Shares of the Fund may not be offered or sold in Andorra by means of any marketing activities as defined in the Preliminary Title section 15 of Law 10/2008, as amended.
Brazil:
The shares/units in the Fund may not be offered or sold to the public in Brazil. Accordingly, the shares/units in the Fund have not been nor will be registered with the Brazilian Securities Commission - CVM nor have they been submitted to the foregoing agency for approval. Documents relating to the shares/units in the Fund, as well as the information contained therein, may not be supplied to the public in Brazil, as the offering of shares/units in the Fund is not a public offering of securities in Brazil, nor used in connection with any offer for subscription or sale of securities to the public in Brazil.
DIFC, Dubai:
This material is only intended for recipients who are classified as ‘deemed’ Professional Clients under the Dubai Financial Services Authority’s Rulebook or for recipients following their request for such material and constitutes an exempt Financial Promotion under such rules. This material is for the use of the named addressee only and should not be given or shown to any other person (other than employees, agents or consultants in connection with the addressee’s consideration thereof). This material and the information contained herein, does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe for or purchase, any Funds in the UAE (including the Dubai International Financial Centre and the Abu Dhabi Global Market) and accordingly should not be construed as such. The Fund has not been approved by or licensed or registered with the UAE Central Bank, the Securities and Commodities Authority, the Dubai Financial Services Authority, the Financial Services Regulatory Authority or any other relevant licensing authorities or governmental agencies in the UAE (the “Authorities”). The Authorities assume no responsibility for reviewing or verifying any material or other documents in connection with this Fund nor have such Authorities taken any steps to verify the information set out in this document. The Funds to which this material relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers should conduct their own due diligence on the Fund. If you do not understand the contents of this document you should consult an authorised financial adviser
Guernsey:
This communication is only being, and may only be, made available in or from within the Bailiwick of Guernsey and the provision of this communication is only being, and may only be, made in or from within the Bailiwick of Guernsey: (i) by persons licensed to do so under the Protection of Investors (Bailiwick of Guernsey) Law, 2020 (as amended) (the POI Law);or(ii) to persons licensed under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 2020(as amended), the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2020 (as amended), the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 (as amended) or the Insurance Business (Bailiwick of Guernsey) Law, 2002, as amended. The Fund referred to in this communication is not available in or from within the Bailiwick of Guernsey other than in accordance with the above paragraphs (i) and (ii) and must not be relied upon by any person unless made or received in accordance with such paragraphs. Neither this material nor any units/shares offered pursuant to this document have been reviewed or approved by the Guernsey Financial Services Commission or the States of Guernsey Policy Council nor has it been delivered to the Guernsey Financial Services Commission pursuant to the Prospectus Rules and Guidance, 2021 issued under the Protection of Investors (Bailiwick of Guernsey) Law, 2020 (as amended) (the POI Law) and therefore this material may not be circulated by way of offer to more than 50 members of the public in the Bailiwick of Guernsey for the purposes of the Prospectus Rules 2021.
Hong Kong:
Warning: The contents of this document/website have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.
This document has not been registered by the Registrar of Companies in Hong Kong. The Fund is a collective investment scheme as defined in the Securities and Futures Ordinance of Hong Kong (the “Ordinance”) but has not been authorised by the Securities and Futures Commission pursuant to the Ordinance. Accordingly, the Units/Shares may only be offered or sold in Hong Kong to persons who are “professional investors” as defined in the Ordinance and any rules made under the Ordinance or in circumstances which are permitted under the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong and the Ordinance. In addition, this communication may not be issued or possessed for the purposes of issue, whether in Hong Kong or elsewhere, and the Units/Shares may not be disposed of to any person unless such person is outside Hong Kong, such person is a “professional investor” as defined in the Ordinance and any rules made under the Ordinance or as otherwise may be permitted by the Ordinance.
Israel:
This document has not been approved by the Israel Securities Authority and will only be distributed to Israeli residents in a manner that will not constitute "an offer to the public" under sections 15 and 15A of the Israel Securities Law, 5728-1968 ("the Securities Law") or section 25 of the Joint Investment Trusts Law, 5754-1994 ("the Joint Investment Trusts Law "), as applicable. The Fund is being offered to a limited number of investors (35 investors or fewer during any given 12 month period) and/or those categories of investors listed in section 15A(b) of and/or the First Addendum ("the Addendum") to the Securities Law, ("Sophisticated Investors") namely joint investment funds or mutual trust funds, provident funds, insurance companies, banking corporations (purchasing Funds for themselves or for clients who are Sophisticated Investors), portfolio managers (purchasing Funds for themselves or for clients who are Sophisticated Investors), investment advisors or investment marketers (purchasing Funds for themselves), members of the Tel-Aviv Stock Exchange (purchasing Funds for themselves or for clients who are Sophisticated Investors), underwriters (purchasing Funds for themselves), venture capital funds engaging mainly in the capital market, an entity which is wholly-owned by Sophisticated Investors, corporations, (other than formed for the specific purpose of an acquisition pursuant to an offer), with a shareholders equity in excess of NIS 50 million, and individuals investing for their own account, in respect of which at least one of the following applies: the total value of their cash, deposits, financial assets (as defined in the Investment Advice Law) and securities traded on a stock exchange licensed under the Securities Law (together, “Liquid Assets”) exceeds NIS 8,364,177 ; their level of income over each of the preceding two years exceeds NIS 1,254,627, or the level of income of their "family unit" exceeds NIS 1,881,940; or the aggregate value of all their Liquid Assets exceeds NIS 5,227,610 and their level of income over each of the preceding two years exceeds NIS 627,313, or the level of income of their "family unit" exceeds NIS 940,969; each as defined in the said Addendum, as amended from time to time, and who in each case have provided written confirmation that they qualify as Sophisticated Investors, and that they are aware of the consequences of such designation and agree thereto; in all cases under circumstances that will fall within the private placement or other exemptions of the Joint Investment Trusts Law, the Securities Law and any applicable guidelines, pronouncements or rulings issued from time to time by the Israel Securities Authority. This document may not be reproduced or used for any other purpose, nor be furnished to any other person other than those to whom copies have been sent. Any offeree who purchases a Fund is purchasing such Fund for its own benefit and account and not with the aim or intention of distributing or offering such Fund to other parties (other than, in the case of an offeree which is a Sophisticated Investor by virtue of it being a banking corporation, portfolio manager or member of the Tel-Aviv Stock Exchange, as defined in the Addendum, where such offeree is purchasing Fund for another party which is a Sophisticated Investor). Nothing in this document should be considered investment advice or investment marketing as defined in the Regulation of Investment Counselling, Investment Marketing and Portfolio Management Law, 5755-1995 (“the Investment Advice Law”). Investors are encouraged to seek competent investment counselling from a locally licensed investment counsel prior to making the investment. Lumyna does not hold a licence under the Investment Advice Law, nor does it carry the insurance as required of a licensee thereunder. As a prerequisite to the receipt of a copy of this document a recipient shall be required by the Fund to provide confirmation that it is a Sophisticated Investor purchasing Funds for its own account or, where applicable, for other Sophisticated Investors. This document does not constitute an offer to sell or solicitation of an offer to buy any securities other than the Shares/Units offered hereby, nor does it constitute an offer to sell to or solicitation of an offer to buy from any person or persons in any state or other jurisdiction in which such offer or solicitation would be unlawful, or in which the person making such offer or solicitation is not qualified to do so, or to a person or persons to whom it is unlawful to make such offer or solicitation.
Japan:
The units/shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law no. 25 of 1948, as amended) and, accordingly, none of the units/shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit, of any Japanese person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese person except under circumstances which will result in compliance with all applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For this purpose, a “Japanese person” means any person resident in Japan, including any corporation or other entity organised under the laws of Japan.
When the Funds have been registered under Private Placement, this material is only intended for Qualified Institutional Investors, who are persons having expert knowledge of and experience with investment in Securities, as per Article 2(3)(i) of the Foreign Instrument and Exchange Act (FIEA) and Article 10(1) of the Definition of Cabinet Office Ordinance on Definitions under Article 2 of the FIEL (Ordinance).
To find out whether the Fund is under private placement in Japan, please refer to the list of countries in the material or investors should contact info@lumyna.com.
Jersey:
Consent under the Control of Borrowing (Jersey) Order 1958 (the “COBO Order”) has not been obtained for the circulation of this document. Accordingly, the offer that is the subject of this document may only be made in Jersey where the offer is valid in the United Kingdom or Guernsey and is circulated in Jersey only to persons similar to those to whom, and in a manner similar to that in which, it is for the time being circulated in the United Kingdom or Guernsey as the case may be. The Directors may, but are not obliged to, apply for such consent in the future.
Liechtenstein:
As at the date of this document, the Fund has not been approved, notified or registered for marketing to investors in Liechtenstein. However, such approval may be sought or such notification or registration may be made in the future. Therefore, this Prospectus may only be transmitted to an investor in a Liechtenstein at such investor’s own initiative.
Malta:
As at the date of this document, the Fund has not been approved, notified or registered for marketing to investors in Malta. However, such approval may be sought or such notification or registration may be made in the future. Therefore, this document may only be transmitted to an investor in a Malta at such investor’s own initiative.
Monaco:
The Fund may not be offered or sold, directly or indirectly, to investors in Monaco other than by a duly authorised intermediary. Such intermediaries are banks and financial activities companies duly licensed by the “Commission de Contrôle des Activités Financières” (CCAF) by virtue of Law n°1.338 of September 7th, 2007 and authorised under Law n° 1.144 of July 26th, 1991.Otherwise, the Fund may only be offered or sold to: i) institutional investors (pension funds, the government, the sovereign fund, the Prince’s Foundation, banks and insurance companies); ii) companies licensed by the CCAF; iii) investors who have raised enquiries at their own initiative (on cross border and reverse solicitation basis); and iv) existing clients of relevant entities (on a cross border basis). The distribution of this document is restricted accordingly. By accepting this document, recipients warrant that they are fluent in English and expressly waive the possibility of a French translation of this document. Les destinataires du présent document reconnaissent être à même d’en prendre connaissance en langue anglaise et renoncent expressément à une traduction française.
Peru:
The Superintendencia del Mercado de Valores (SMV) does not exercise any supervision over this Fund and therefore the management of it. The information the Fund provides to its investors and the other services it provides to them are the sole responsibility of the Administrator. This document is only for the exclusive use of institutional investors in Peru and is not for public distribution.
San Marino:
The Fund has not been registered with the Central Bank of San Marino as a foreign collective investment scheme and this Prospectus (or any other agreement, document or material in relation to the Fund) has not been approved by the Central Bank of San Marino pursuant to Law 2005, 17th of November, n. 165 as amended from time to time (the “Law”). Therefore: (i) Unit/Shares may not be advertised, offered or sold; and (ii) the Prospectus or any other offering material, may not be distributed or caused to be distributed to the public in circumstances which could qualify as the marketing of Units/Shares in the Republic of San Marino pursuant to the Law without prior registration of the Fund with the Central Bank of San Marino and all such documentation and marketing material being approved by the Central Bank of San Marino.
Singapore:
This material is intended only for institutional investors as defined in the in the Securities and Futures Act (“SFA”). The Fund is not allowed to be offered to accredited investors or relevant persons as defined in Section 305 of the SFA. This material is part of the Information Memorandum, it is not advertising and has not been reviewed by the Monetary Authority of Singapore (“MAS”).
Thailand:
The document has not been approved by the Securities and Exchange Commission which takes no responsibility for its contents. Nothing in this document nor any action of the Fund constitutes or shall be construed as an offer for sale of any securities, or a solicitation, by the Fund, to make an offer for sale of any securities to the public in Thailand. This document is intended to be read by the addressee only and must not be passed to, issued to, or shown to the public generally. Remarks: This investment contains risks. An investor should study all information prior to making a decision to invest.
United States:
US Person (as defined under Regulation S, promulgated under the U.S. Securities Act of 1933, as amended) Warning: The Shares/units have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any of the states of the United States. The Shares/units may not be offered, sold or delivered directly or indirectly in the United States or to or for the account or benefit of any U.S. Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and any applicable state laws. The Fund has not been and will not be registered in the U.S. There has not been and will not be a public offering of the Shares/units in the United States.
Uruguay:
The sale of the units/shares qualifies as a private placement pursuant to section 2 of Uruguayan law 18,627. The units/shares must not be offered or sold to the public in Uruguay, except in circumstances which do not constitute a public offering or distribution under Uruguayan laws and regulations. The units/shares are not and will not be registered with the Financial Services Superintendency of the Central Bank of Uruguay. The units/shares correspond to investment funds that are not investment funds regulated by Uruguayan law 16,774 dated September 27, 1996, as amended.
Sources (unless otherwise stated): Lumyna Investments Limited
MSCI: Certain information contained herein (the “Information”) is sourced from/copyright of MSCI Inc., MSCI ESG Research LLC, or their affiliates (“MSCI”), or information providers (together the “MSCI Parties”) and may have been used to calculate scores, signals, or other indicators. The Information is for internal use only and may not be reproduced or disseminated in whole or part without prior written permission. The Information may not be used for, nor does it constitute, an offer to buy or sell, or a promotion or recommendation of, any security, financial instrument or product, trading strategy, or index, nor should it be taken as an indication or guarantee of any future performance. Some funds may be based on or linked to MSCI indexes, and MSCI may be compensated based on the fund’s assets under management or other measures. MSCI has established an information barrier between index research and certain Information. None of the Information in and of itself can be used to determine which securities to buy or sell or when to buy or sell them. The Information is provided “as is” and the user assumes the entire risk of any use it may make or permit to be made of the Information. No MSCI Party warrants or guarantees the originality, accuracy and/or completeness of the Information and each expressly disclaims all express or implied warranties. No MSCI Party shall have any liability for any errors or omissions in connection with any Information herein, or any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.
