1. A Retail Investor AIF shall not establish a subsidiary unless the Retail Investor AIF complies with the following conditions:

(a) the establishment of a subsidiary must receive the prior approval of the Central Bank;

(b) the subsidiary must be wholly owned and controlled by the Retail Investor AIF. The directors of the Retail Investor AIF must form a majority of the board of directors of the subsidiary;

(c) the subsidiary must not be an investment fund or issuing body;

(d) the subsidiary must not appoint any third parties or enter into any contractual arrangements unless the Retail Investor AIF is a party to such appointments or contractual arrangements;

(e) the constitutional document of the Retail Investor AIF must provide for the ability of the Retail Investor AIF to establish subsidiaries;

(f) the constitutional document of the subsidiary must include provisions which restrict the subsidiary from acting other than under the control of the Retail Investor AIF and which restrict any person or entity other than the Retail Investor AIF from holding shares in the subsidiary; and