1 Asset Management Luxembourg, your location of choice Seizing opportunities in Luxembourg
2 This publication is exclusively designed for the general information of readers only and does not constitute professional advice. This publication is (i) not intended to address the specific circumstances of any particular individual or entity, and (ii) not necessarily comprehensive, complete, accurate. PwC Luxembourg does not guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. The reader must be aware that the information to which he/she has access is provided as is without any express or implied guarantee by PwC Luxembourg. PwC Luxembourg cannot be held liable for mistakes, omissions, or for the possible effects, results or outcome obtained further to the use of this publication or for any loss which may arise from reliance on materials contained in it, which is issued for informative purposes only. No reader should act on or refrain from acting on the basis of any matter contained in this publication without considering and, if necessary, taking appropriate advice in respect of his/her own particular circumstances. PwC Luxembourg (www.pwc.lu) is the largest professional services firm in Luxembourg with 2,450 people employed from 55 different countries. It provides audit, tax and advisory services including management consulting, transaction, financing and regulatory advice to a wide variety of clients from local and middle market entrepreneurs to large multinational companies operating from Luxembourg and the Greater Region. It helps its clients create the value they are looking for by giving comfort to the capital markets and providing advice through an industry focused approach. The global PwC network is the largest provider of professional services in audit, tax and advisory. We re a network of independent firms in 157 countries and employ more than 195,000 people. Tell us what matters to you and find out more by visiting us at and
3 Luxembourg Asset Management in 2020, a new vision The Asset Management sector stands on the precipice of fundamental shifts that will make it significantly different tomorrow than it is today. The good news is that we can look forward to a bright future: worldwide assets under management are continuing to rise, and we predict they will exceed USD 100 trillion by 2020*. Steven Libby Luxembourg Asset Management Leader The increase in investable assets amid a wave of post-crisis regulations has created a uniquely favourable environment for asset managers to move centre stage. Because asset growth will be mainly driven by the rising demand of the retirement market, the growing importance of sovereign wealth funds and increasing wealth in emerging markets, asset managers will favour territories that can demonstrate a framework of long-term stability, transparency and a commitment to serving an international fund industry. With a proven focus on providing experience and infrastructure to service the industry, Luxembourg is set to benefit from this period of transformation. More particularly, Luxembourg is well positioned to leverage on the increase in cross-border activity, both in terms of investment and distribution, and to play a central role. The Grand Duchy also has the key attributes necessary to become the leading global AIF platform as it did with UCITS, and to thereby help alternative fund managers and institutional investors turn AIF (Alternative Investment Fund) regulations into an advantage rather than a burden. There is no doubt that 2020 will be a different world for asset managers. Those who intend to succeed have already started to shape their responses to the gamechangers that lie ahead. We are confident that many asset managers will rise to the new challenges and will capitalise on them. We, at PwC Luxembourg, are ready to help our clients with the myriad of changes looming on the horizon and see this as a great opportunity for Luxembourg to lead the way into a new era for asset management. Steven Libby Luxembourg Asset Management Leader * PwC publication, Asset Management: 2020, A Brave New World.
4 Table of contents 1. Why Luxembourg? Building your strategy The right location is part of the right strategy...16 Location Products Distribution channels Target investors 2.2. Legal structures of Luxembourg regulated investment vehicles In a nutshell Comparative table Details per structure 1. Legal framework 2. Legal forms 3. Investors 4. Type of securities that may be issued to investors 5. Ongoing subscription and redemption of shares/units 6. Structuring of capital calls 7. Minimum capital requirement, compartments and classes 8. Management Company and compulsory service providers in Luxembourg - Management Company and self-managed SICAV status - AIFM and the internally-managed AIF status - Central administration - Depositary bank - External auditor 9. Eligible investments and investment restrictions 10. Frequency of NAV calculation and valuation principles 11. Distribution channels 12. Fund taxation 13. Tax Treaties 14. VAT on services provided 15. Applicability of the EU Savings Directive 16. Possibility to use intermediary vehicles for co-investment, tax or other purposes
5 Why Luxembourg?
6 Welcome to the largest investment fund centre in Europe Luxembourg: 30 years of success in Asset Management Your gateway to the world Located at the heart of Europe Unmatched political and budgetary stability Government access and support A stable and rewarding tax environment An international and highly productive workforce Luxembourg in a nutshell
7 6 PwC Luxembourg 1. Why Luxembourg? Welcome to the largest investment fund centre in Europe Cross-border distribution leader With more than EUR 3 trillion Assets under Management 67% of authorisations of Luxembourg for crossborder distribution worldwide Luxembourg is Europe s largest investment fund centre and world s second largest after the US Luxembourg s position as a key domicile for internationally distributed funds began in 1988 when the first UCITS Directive was implemented into local law. Since this date, Luxembourg has enjoyed significant and consistent growth in both assets and fund numbers with a notable surge since the turn of the century reflecting the increasing attractiveness of Luxembourg as a hub for mainstream and alternative global fund products. Historically, Luxembourg s success has been fuelled by its ability to offer an attractive platform for retail funds distributed in Europe and globally. At PwC Luxembourg, we are confident that the expertise of the fund community in Luxembourg, together with the business minded environment and the long standing tradition of being a safe fund centre will allow the Grand Duchy to weather the regulatory storm. We are pleased to provide this summary of the Luxembourg business and regulatory environment for your information and stand ready to provide support whatever your needs may be.
8 Asset Management: Luxembourg, your location of choice 7 Cross-border registrations 18,000 in ,505 in ,787 from luxembourgish funds Cross-border funds 3,260 in ,430 in ,726 domiciliated in Luxembourg Number of SIFs 227 in ,590 in 2014 Number of compartments From ,849 in 1990 to in December 2014 Domicile share of authorisations for cross-border distribution of ETFs, in March % Luxembourg
9 8 PwC Luxembourg Luxembourg: 30 years of success in Asset Management EUR bn 2014 Luxembourg reaches record AuM of over 3 trillion Euros representing an increase of 18,34% since 1 January In January 2014, the first ever RQFII UCITS fund, allowing investors to access securities listed in Mainland China, has been launched in Luxembourg (this fund got authorisation from CSSF in November 2013) The AIFMD 2011/61/EU of 8 June 2011 has been implemented in Luxembourg law with the Law of 12 July The Luxembourg draft law transposing the AIFMD was submitted to parliament UCITS IV is transposed into national law MiFID is transposed into national law. Law of 13 February 2007 on Specialised Investment Funds (SIF) The euro is introduced, replacing the Luxembourg franc. The third UCITS Directive is transposed into national law. Assets under Management The Maastricht Treaty establishes the European Union. Law of 10 July 1991 on Institutional funds. Luxembourg becomes the first member state to transpose the European Directive for Collective Investments (UCITS). The Association of the Luxembourg Fund Industry (ALFI) is established.
10 Asset Management: Luxembourg, your location of choice 9 Your gateway to the world The world s biggest fund managers have chosen Luxembourg as the base for their global distribution. More than 50 fund promoters from over 19 countries have chosen Luxembourg as their international hub. The main countries of origin for fund promoters are US, United Kingdom, Switzerland and France. The others originate from countries in Europe, Asia, the Middle East and the Americas. Luxembourg funds are distributed to over 70 countries in Europe, Asia, the Middle East and the Americas. Luxembourg funds are exported to more than Ranking Management Company Total # of countries of distribution at group level (including domicile) MAIN FUND DOMICILES AND NUMBER OF COUNTRIES OF DISTRIBUTION First domicile and # of countries of distribution (crossborder) Second domicile and # of countries of distribution (crossborder) Third domicile and # of countries of distribution (crossborder) The table herewith shows the top 25 cross-border groups in Europe classified by the number of countries into which they are selling. 70 countries 1 FRANKLIN TEMPLETON 49 LU HSBC 45 LU 40 IE 18 GG 5 3 BLACKROCK 44 LU 36 IE 25 DE 13 4 FIDELITY WORLDWIDE INVESTMENTS 39 LU 38 UK 11 IE 11 5 BNP PARIBAS 35 LU 34 FR ALLIANZ GROUP 33 LU 32 IE 12 DE 7 7 GAM (INCLUDING SWISS AND GLOBAL) 32 LU 26 IE 23 UK 4 8 JP MORGAN 31 LU 31 HK PIONEER INVESTMENTS 31 LU 30 AT SCHRODERS 30 LU 29 UK 13 HK 4 10 UBS 30 LU 29 IE 15 FR 4 12 INVESCO 29 LU 27 IE 25 KY 2 12 AMUNDI GROUP 29 LU 28 FR 13 IE 5 14 ABERDEEN ASSET MANAGEMNT 28 LU 27 UK 6 IE 3 15 ROYAL BANK OF SCOTLAND 27 LU DEUTSCHE BANK 26 LU 22 IE 16 DE HENDERSON GROUP 26 LU 25 UK BNY MELLON 26 IE 24 LU 14 UK LEGG MASON 26 IE 22 LU PIMCO 26 IE CAPITAL GROUP 26 LU ALLIANCEBERNSTEIN MANAGEMENT 25 LU ING INVESTMENT MANAGEMENT 25 LU PINEBRIDGE 25 IE CREDIT SUISSE GROUP 24 LU 22 IE 10 LI 3 25 INVESTEC 24 LU 22 GG 7 UK 4 25 PICTET & CIE 24 LU 23 CH Ranking according to the total number of country registrations for all cross-border funds of each group. Domicile share of authorisations for cross-border distribution 67% 20% 2% 4% 2% 5% Most popular markets for cross-border funds from: Luxembourg Ireland Authorisations in: Germany 4,704 Authorisations in: United Kingdom 1,880 Switzerland 4,098 Germany 1,708 Austria 4,067 France 1,371 France 3,470 Netherlands 1,343 Netherlands 3,258 Switzerland 1,275 Funds Domicile: Luxembourg Ireland France Jersey United Kingdom Other Sources: Lipper LIM and PwC analysis, 31 December 2014.
11 10 PwC Luxembourg Located at the heart of Europe Luxembourg is within driving distance of all major European business centres. Around 40% of the European Union s wealth is concentrated in a 500km area around Luxembourg. When extended to 700km, this figure rises to around 70%. Luxembourg in the heart of a 500+ million customer base 700 km 500 km 40% of the EU wealth 70% of the EU wealth
12 Asset Management: Luxembourg, your location of choice 11 Unmatched political and budgetary stability Luxembourg is famous for its long-standing political stability and one of the lowest debt to GDP ratio of the EU (23.6% vs 85.4% for the EU28). The country credit trustworthiness is rated at AAA by Standard and Poor s. Source: Lux Debt to GDP ratio 23.6 Eurostat, as of 2013, Government consolidated gross debt EU Debt to GDP ratio 85.4 Eurostat, as of 2013, Government consolidated gross debt EU 28 Lux rating AAA Government access and support The Luxembourg government has always had an open and friendly ear for the various business players. The authorities are accessible, officials are easy to contact and open to dialogue. This close relationship between government and business community will allow Luxembourg to continue to strengthen its position as the most attractive fund centre. A stable and rewarding tax environment Total Tax Rate Luxembourg ranks 20 out of 189 economies analysed in the Paying Taxes 2015 survey led by PwC and the World Bank. Luxembourg s low percentage is explained by the availability of important tax credits for investments in fixed assets which offset the corporate income tax liability of a company. Luxembourg EU and EFTA World Profit Tax Total Tax Rate Labour Tax Total Tax Rate Other Tax Total Tax Rate Source: PwC Paying Taxes 2015 analysis Stability With public finance comfortably within EU stability and Growth Pact requirements, Luxembourg will maintain one of the most attractive tax regimes in Europe. Personal tax Personal taxation and social-security regime are very competitive compared to other European countries; there are many allowances, deductions, and exemptions in the Luxembourg income tax regime. VAT Luxembourg has always applied the lowest rates in the EU. The difference rates applicable are: 3%, 8%, 14% and 17% according to the goods or services purchased. Although Luxembourg raised these rates as of January 2015, they remain the lowest throughout Europe. Double tax treaties Luxembourg has signed, and still continues to sign, a large number of treaties with EU and non-eu countries to avoid double taxation of individuals and companies resident for tax in another country. So far, Luxembourg has entered into 68 treaties. Snapshot of business taxes Tax area Corporate Tax Value Added Tax (VAT) Individual Tax Intellectual Property (IP) Rates 29.22% 0.5% 0%-15% 3% 8% 14% 17% Income tax Net wealth tax Withholding tax Applies to food, hotels, restaurants, medical, entertainment etc. Applies to domestic services Applies to the supply of certain items, i.e. solid mineral fuel and mineral oil, custody and management of securities Standard rate 0% % Individual income tax 80% Exemption for net income derived from certain IP rights
13 12 PwC Luxembourg An international and highly productive workforce 45% of Luxembourg residents are not from Luxembourg, and each day, around 166,000 people commute to Luxembourg. A defining characteristic of the Grand Duchy of Luxembourg is the diversity of its people and the ease of integration into the community. The labour market in Luxembourg offers a pool of highly skilled and multilingual resources from Luxembourg as well as France, Germany and Belgium. The integration of foreigners is very easy as Luxembourgish, French and German are the official languages, and as 75% of Luxembourgers can speak English. Luxembourg s quality of living, social security coverage, fine public infrastructure, rewarding packages and ideal gateway to European careers have attracted highly skilled profiles. Luxembourg in a nutshell Unmatched political and budgetary stability Located at the heart of Europe European largest fund domicile and world s second largest fund centre after the US Luxembourg s national debt has been one of the lowest in Europe over the last three years (23.6% of GDP in 2013) Government access and support A stable and rewarding tax environment An international and highly productive workforce with a sound expertise in all aspects of the fund life cycle One of the lowest unemployment rates in Europe (7% in December 2014) Source: Lux unemployment rate 7.0 Eurostat, as of 2014/12 Lux debt to gdp 23.6 Eurostat, as of 2013, Government consolidated gross debt
15 Building your strategy
16 2.1. The right location is part of the right strategy Location Products Distribution channels Target investors 2.2. Legal structures of Luxembourg regulated investment vehicles In a nutshell Comparative table Details per structure 1. Legal framework 2. Legal forms 3. Investors 4. Type of securities that may be issued to investors 5. Ongoing subscription and redemption of shares/ units 6. Structuring of capital calls 7. Minimum capital requirement, compartments and classes 8. Management Company and compulsory service providers in Luxembourg - Management Company and self-managed SICAV status - AIFM and the internally-managed AIF status - Central administration - Depositary bank - External auditor 9. Eligible investments and investment restrictions 10. Frequency of NAV calculation and valuation principles 11. Distribution channels 12. Fund taxation 13. Tax treaties 14. VAT on services provided 15. Applicability of the EU Savings Directive 16. Possibility to use intermediary vehicles for co-investment, tax or other purposes
17 16 PwC Luxembourg 2. Building your strategy 2.1. The right location is part of the right strategy All good things start with a solid strategy. To design the most efficient strategy to create, maintain and successfully distribute an investment fund that meets your long term business objectives, many different, and often competing factors, need to be identified and evaluated. For example, the type of fund structure that best suits both the investment strategy you wish to offer and local distributors and/or that local target investors feel comfortable with, what target markets provide the best chances of sales success; what, if any, specific local requirements exist in each of the targeted local markets, what key distribution channels are available, what is the appetite of local investors for your strategy, just to name a few. A robust and well-designed strategy needs to be comprehensively developed and efficiently executed to maximise your opportunities for long-term success. Such a robust strategy often has the following key elements: Nothing good happens by accident Ken Blanchard, The 1 minute entrepreneur The Fund Strategy Mix Location (page 17) Where should my fund be domiciled? Which jurisdictions should be targeted? Distribution channels (page 20) What distribution models should be used (i.e. public distribution, private placement, listing)? What distribution channels are available and most appropriate? The Fund Strategy Mix Products (page 19) What type of fund structure and product should I create and with what sort of features to satisfy local requirements: UCITS, AIFs, ETFs. Target investors (page 22) Which type of investors should be targeted: Pension funds/private banks/corporates/hnwi s/ mass retail?
18 Asset Management: Luxembourg, your location of choice 17 European fund asset domiciles (UCITS) Others 16% Germany 4% UK 13% Location 2,643 Luxembourg France 14% 1,274 1, Ireland France UK Switzerland Germany Sweden Spain Italy Belgium UCITS % market share in Europe Denmark Norway Austria Others Source: EFAMA (AuM - December 2014 in million euros) Switzerland 4% Luxembourg 33% Ireland 16% Over the years, the Luxembourg based fund has become synonymous of the UCITS brand and of their crossborder distribution. Source: EFAMA December 2014 Selecting the most appropriate location in which to create and base your investment fund and then to target foreign markets is the starting point of a robust and efficient long-term distribution strategy. The initial market selection is critical as attempting to change the domicile of an investment fund at a later stage, whilst possible, is very time consuming, administratively difficult and costly. As it has for more than 30 years, Luxembourg remains the location of choice for fund domiciliation within Europe and as a centre for funds that are sold crossborder across Europe and the world. Not only is Luxembourg the second largest fund domicile in the world, after the US, and Europe s leading centre for fund domiciliation, it also remains the world s number one fund domicile for cross-border fund distribution 1. This long-term leading position is due to a myriad interconnected factors, including but not limited to: Reputation for market oriented public policy Robust regulatory framework of EU laws Economic and political stability Tax efficiency and neutrality Service provider specialisation Full focus on exporting fund solutions Another key factor in Luxembourg s continued success in cross-border funds is its small internal market. Whereas all other large countries shape their fund industry based on their internal market and constraints, Luxembourg s small domestic market has permitted the government and fund industry to focus its tax, regulatory and business policies almost exclusively on the exportation or cross-border sales of investment funds and thus developing an investment fund environment almost totally focussed on and supportive of cross-border fund distribution. In 1988, Luxembourg was the first country to fully implement the original 1985 UCITS Directive and it has developed a large multilingual labour force and ability to service and assist with the distribution of funds from and in different jurisdictions. In addition to this, the country s fund tax treatment and EU based regulatory environment is malleable enough to allow fund promoters to quickly adapt their fund ranges, thus being able to respond to changing investor demands and market requirements. Due to its internal market size and strong working commitment of all key stakeholders, Luxembourg is able to react extremely quickly to market developments and asset managers requirements and modify policies relating to funds as the need may be. The confidence that the global asset management industry has in Luxembourg is demonstrated by the fact that as of 2013, Luxembourg hosted 49 of the 50 top cross-border fund managers. 1 Cross-border fund distribution: funds distributed in at least 3 countries, including their domicile country.
19 18 PwC Luxembourg Evolution of alternative funds domiciled and administered in Luxembourg At the same time Luxembourg has developed a strong track record in alternative investment products and bespoke investment structures such as hedge funds, funds of hedge funds, private equity vehicles and real estate funds, managing more than EUR 5oo billion in alternative assets. % of hedge funds by main country of domicile 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 40,1% Caymans 27,7% 27,7% Delaware 21,7% 6,9% BVI 3,6% 3,3% Ireland 11,9% 1,3% Luxembourg 14% 20,8% Others 21,1% Source: HFR
20 Asset Management: Luxembourg, your location of choice 19 Products The appetite for financial products often varies considerably from one local jurisdiction to another, due to cultural norms, historical developments over the years, local regulations and often the different tax treatments that favour one type of financial product over another. All of these issues should be analysed in arriving at the most appropriate fund product to create and support your distribution strategy. Another key issue to consider is whether your product will be distributed on a multi-jurisdictional basis, if so, how widely and what specific product features are different investor types in different target markets looking for. For example, products that accumulate income, distribute income, provide hedging, guarantee capital, etc. Getting the right balance of product features to maximise investor appeal in each of the foreign markets you wish to enter, but at the same time not creating overly complex and administrative inefficient products, can be a difficult balance to get right. However, this appropriate balance will have a significant influence on the longterm success of your fund. The latest available statistics show that towards the end of 2012, the weight of the UCITS funds was considerably higher than the non-ucits funds. The latter were not originally regulated or subject to the EU passport rules. Post the 2008 financial crisis, regulated funds and managers have become more important. The idea behind introducing the AIFMD is that regulated hedge funds could also have the benefit of an EU passport. Over the past couple of years there have been an increasing number of alternative funds launched as SIF in Luxembourg. It is strongly anticipated that over the next few years the AIFMD will create a brand of its own, as strong as that of UCITS. The following fund products are mainly used in Luxembourg from a global distribution perspective: Definition Main characteristics Why? Who are the target investors? Undertakings for Collective Investment in Transferable Securities (UCITS) Undertaking the sole object of which is the collective investment in transferable securities and/or in other liquid financial assets of capital raised from the public and which operates on the principle of risk-spreading and the units of which are, at the request of holders, re-purchased or redeemed, directly or indirectly, out of those undertakings assets 3. It targets to reach the widest range of investors possible. A wider choice of funds is possible; Can be offered to a very extensive range of investors; Greater transparency than other products; UCITS regulations are unique and strong; Enhanced risk controls 5 ; Defined level of investor protection through strict investment limits; Easy and to a large extent harmonised distribution. Retail and institutional investors. Alternative Investment Funds (AIFs) Vehicle (other than UCITS funds) which raises capital from a number of investors with a view of investing it in accordance with a defined investment policy 4. An AIF can be a non-ucits collective investment fund, but also certain non-regulated entities. Creation of a single market through harmonised rules; Increased monitoring of systemic risks and increased transparency; Ensures enhanced investor protection for alternative products; Can be easily sold to professional investors within the EU Member States due to the marketing passport that has come into force on 22 July Sophisticated investors (professional investors, High Net Worth Individuals). Exchange traded funds ( ETFs ) 2 Investment vehicle that is structured to enable investors to track a particular index through a single instrument that can be purchased or sold on a stock exchange. Easy set-up, as a UCITS fund, in most cases; ETFs have both the characteristics of an investment fund, such as low costs and broad diversification but also characteristics more commonly associated with equities, such as access to real time pricing and trading. High product transparency, flexibility as a portfolio management instrument, and low total expense ratio; Quick and easy investor access to the capital market as ETFs can be purchased on the stock market just like shares, and they can be traded daily during trading hours and more control as investors can place limit or stop-loss orders; Tax efficient instruments that require only the market price of one share as capital investment. Retail and institutional investors, depending whether the ETF is set up as UCITS fund or AIF. 2 Being distinctive Exchange Traded Funds, PwC Luxembourg, European Directive 85/611/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS). 4 The AIFMD outside the EU Why non-eu managers should gear up for the AIFMD, PwC Luxembourg. 5 UCITS Handbook - How to Set up, Monitor, Manage and Distribute a UCITS Fund, ISTE Ltd and John Wiley and Sons, Inc, p
21 20 PwC Luxembourg Distribution channels After having selected the location of choice for your fund as well as the type of products and features you would like to offer, the next step is to contemplate on how to enter a specific target distribution market taking into local and international regulations, such as MiFID II. Selling your fund can be undertaken through different types of distribution methods, strategies and specific channels of marketing. Generally speaking there are three methods to enter target markets: Public distribution Private placement Listing Main characteristics Degree of harmonisation at European level Fund distribution through a specific notification process to the Home and Host Regulators. Under UCITS Directive, the notification procedures are broadly harmonised for EU wide distribution but there are still many differences in the local marketing arrangements in each EU Member State that must be complied with (apart from the various tax reporting requirements in some jurisdictions). For example, there are still many EU Member States which require the appointment of a local paying agent. The same can apply to AIFs marketed within the EU. Outside the EU, UCITS must of course comply with the local regulations regarding public distribution of foreign funds. These local regulations will vary from country to country but it is fair to say that the registration process to be authorised in order to publicly sell a UCITS outside the EU is usually significantly more complex, time consuming and ultimately costly, than the notification process governed by the UCITS Directive for EU Member States. However, in some non-eu jurisdictions, such is the acceptance of the UCITS brand that in many jurisdictions UCITS funds have a lighter authorisation process than the non-ucits equivalent investment funds. A private, non-public sale between an investment fund and individual investor, usually outside the regulatory framework governing public distribution or marketing. Private placement rules are not harmonised within the EU, each jurisdiction being able to operate national rules to permit such distribution. Some jurisdictions do not permit any form of private placement at all or at least to retail clients (for example, France and Italy, also post- AIFMD implementation, Germany). Thus, in three of the largest markets, you will no longer be able to sell investment funds to investors on an unregulated, private basis. Post 22 July 2013 to 2015, when the AIFM Directive comes into force at the national level, the regime governing marketing to EU investors will depend on where the manager and the AIF are based. Most countries in the EU are going to change their national regulation to incorporate AIFMD and will most likely close down private placement after a transitional period. There is going to be a maze of regulation which managers in the EU or outside will need help in interpreting. Admission and trading of securities on a regulated market. The listing procedure has as pre-requisite the authorisation for public distribution in the selected jurisdictions. Products UCITS and AIFs. UCITS and AIFs. ETFs (mainly set-up as UCITS or AIFs). Target investors All of the local investors normally and without any restriction. Professional investors rather than mass retail or high net worth individuals, for UCITS usually a small number of institutional investors because local regulations in many jurisdictions permit such investors to subscribe to shares or units in a foreign UCITS without registration. All of the local investors normally and without any restriction. How? Either directly or through financial intermediaries. The third party fund distribution may be open, closed and guided. The open architecture, how it is called in practice, implies that the intermediaries offer a large pallet of third party funds that pertain to competing asset management groups. On the opposite side we have the closed architecture, which offers to investors only its own products (for instance, a bank that only promotes its own fund ranges). The meeting point of these two types of channels is the guided architecture in which the intermediary offers third party funds from a carefully selected platform of management groups. Direct client interfacing, no local agents, no financial intermediaries. Once approval for public distribution has been obtained, the issuer must prepare an authorisation and/or listing application file (the complexity of which depends on the targeted country) and submit it to the local stock exchange for validation. Both UCITS and AIF funds can be listed on the Luxembourg Stock Exchange, as well as on other European exchanges like the London Stock Exchange, Frankfurt Börse, Paris Stock Exchange, Amsterdam Stock Exchange and Zürich Stock Exchange.
22 22 PwC Luxembourg Target investors Total AuM by investor type Institutional investors breakdown 32% Pension funds Retail 24% Institutional 76% 42% 23% 3% Insurance companies Other institutionals* Banks From EFAMA Asset Management in Europe report published in June 2014 * The other institutional investors are usually defined as foundations, charities, governments, central banks, sovereign wealth funds, etc. Generally speaking, investment funds that qualify as UCITS can be offered to all types of investors, main categories being institutional and retail clients. Institutional clients consist of a broad range of investors as depicted above. Despite the large number of investors fitting into this category, institutional investors are dominated by insurance companies and pension funds. Overall, these two investor types account for 69% of total AuM in Europe in The retail investor segment tends to be dominated by households, often referred to as mass retail, mass affluent and high net worth individuals. The most appropriate distribution channel to target such investors depends on the type of investor. For example, retail UCITS products are most commonly distributed via large networks of retails banks and private bank offices. The use of fund platforms to facilitate the sale of UCITS has grown considerably over the past 10 years. These platforms are, in reality, an intermediate entity connecting the fund to the end investor. Retail clients are more than often accessed indirectly, via the socalled unit linked funds which are offered by the insurance industry. This distribution channel is sustained by the different national tax incentives/tax relief at the UCITS level. Also, one type of channel that has developed over the past five years is that of boutique intermediaries (targeting professional and institutional investors). This third party distribution channel is formed by experienced industry professionals who, among others, also advise their clients on specific fund structures, sales strategies and targeted fund distribution. They also offer tailored solutions to asset managers.
23 Asset Management: Luxembourg, your location of choice 23 The figures below show the main distribution channels used in practice for offering UCITS and non-ucits funds depending on the target markets: Germany Switzerland Hong Kong Insurance companies 4% IFAs** 9% Others 4% Retail banks 62% Insurance companies 5% Private banks 95% Insurance companies 10% Direct Agents 11% IFAs** 4% Retail banks 27% Online banks 10% Independent Management Companies 11% Source: BVI Source: SFA Mandatory provident funds* 21% Source: Cerulli Edge Private Banks 27% United Kingdom France Italy Retail banks 2% Private banks 6% Fund of funds 9% Supermarket 2% IFAs** 56% Direct sales 1% IFAs** 8% Private banks 11% Institutions 34% Insurance companies 10% IFAs** 10% Banks 80% Insurance wrapper 12% Fund of funds 11% Institutions 13% Insurance wrapper 14% Retail banks 21% Source: European Fund Market data digest Source: European Fund Market data digest Source: Assogestioni * Compulsory pension schemes for Hong Kong residents ** Independent Financial Advisers
24 24 PwC Luxembourg 2.2. Legal structures of Luxembourg regulated investment vehicles In a nutshell Investment vehicles characteristics Part I UCITS Part II UCI SIF SICAR An onshore investment vehicle subject to the supervision of a recognised financial authority (the CSSF Commission de Surveillance du Secteur Financier). x x x x Allowing investment in any type of asset. x x Opened to all types of investors in Luxembourg (i.e. no competency or minimum investment requirement). x x Benefiting from less stringent regulatory requirements (as it is dedicated to institutional, professional and other well-informed investors). Allowing investment in any type of private equity asset and not subject to investment risk diversification requirements. Distributable to the public in any EU country (via the UCITS passport). Dedicated to professional investors which can be managed by any EU AIFM and which can be marketed in any EU country (provided that the investment vehicle qualifies as an AIF and that all the requirements of the AIFM Law shall be complied with). x x x x x Not subject to corporate income tax. x x x x x With features close to a fund although it is subject to corporate income tax. x
25 Asset Management: Luxembourg, your location of choice 25 What about the alternative investment funds and the AIFMD? The Alternative Investment Fund Managers Directive 2011/61/EU of 8 June 2011 (the AIFMD ) has been implemented in Luxembourg law with the Law of 12 July 2013 on Alternative Fund Managers (the AIFM Law ) and aims at regulating Alternative Investment Fund Managers ( AIFMs ). According to the AIFM Law, an Alternative Investment Fund ( AIF ) is an undertaking for collective investment, including investment compartments thereof, which: a. raises capital from a number of investors, with a view to investing it in accordance with a defined investment policy for the benefit of those investors; and b. does not require authorisation pursuant to the Directive 2009/65/EC (i.e. the UCITS IV Directive); Therefore a SIF and a SICAR only qualify as AIFs provided that they raise capital from a number of investors, with a view to investing in accordance with a defined investment policy for the benefit of their investors, unless exemptions apply (please refer to page 37). In case of Part II UCIs, there is no need to demonstrate that the investment vehicle fulfils the definition criteria of an AIF. All Part II UCI qualify as AIFs within the meaning of the AIFM Law and there is no exception to this rule. The AIFM Law and the European Commission Delegated Regulation n 231/2013 of 19 December 2012 does not really provide additional requirements for AIFs, but provides a set of stringent requirements for the AIFMs as set out in page 36 (AIFM and the internally-managed AIF status) and the flyer Licensing and reporting of a Luxembourg AIFM attached to this brochure. For the purpose of clarity, the case of SIF and SICAR which do not qualify as AIFs will not be set out in this brochure, as well as the case of investment vehicles which are not regulated and which qualify as AIFs.
26 26 PwC Luxembourg The comparative table enclosed gives an overview of the legal structures of Luxembourg regulated investment vehicles. To learn more about a specific topic in the table insert, please Comparative refer to the indicated table page of this brochure. Comparative table insert Comparative table Part I UCITS Part II UCI SIF SICAR 1 - Legal framework Part I of the law of 17 Part II of the 2010 Law. Law of 13 February 2007 Law of 15 June 2004 on (details page 27) December 2010 on UCIs on SIFs (the SIF Law ). investment company in (the 2010 Law ). risk capital (the SICAR Law ). 2- Legal forms Corporate form or Corporate form or Corporate form or Corporate form only. (details page 28) contractual form. contractual form. contractual form. 3 Investors All types of investors. All types of investors. Well-informed investors. Well-informed investors. (details page 30) 4 - Type of securities Shares/Units. Shares/Units. Shares/Units. Shares/Units. that may be issued to Beneficiary units. Beneficiary units. investors Debt. Debt. (details page 30) 5 - Ongoing Yes, principle of variable Yes, principle of variable Yes, principle of variable Yes, principle of variable subscription and capital. capital. capital. capital. redemption of shares/ units (details page 32) 6 - Structuring of Not relevant. Capital calls may be Capital calls may be Capital calls may be capital calls organised by way of organised either by way organised either by way (details page 31) capital commitments or of capital commitments or of capital commitments or through the issue of partly through the issue of partly through the issue of partly paid shares or units (for paid shares or units. paid shares. FCPs and SICAFs only). 7 Minimum capital Minimum capital of Minimum capital of Minimum capital of Minimum capital of requirement, EUR 1.25 Mio to EUR 1.25 Mio to EUR 1.25 Mio to be EUR 1 Mio to be compartments and be reached within be reached within reached within 12 reached within 12 6 months following 6 months following months following months following classes approval. approval. approval. approval. (details page 32) Multiple compartments Multiple compartments Multiple compartments Multiple compartments authorised. authorised. authorised. authorised. Classes of shares Classes of shares Classes of shares Classes of shares authorised. authorised. authorised. authorised. 8 Management Company and compulsory service providers in Luxembourg (details page 33) 9- Eligible investments and investment restrictions (details page 39) Depositary bank. Depositary bank. Depositary bank. Depositary bank. Central administration. Central administration. Central administration. Central administration. Chapter 15 Chapter 15 or Chapter Chapter 15 or Chapter Chapter 15 or Chapter Management company 16 Management 16 Management 16 Management (if not self-managed). company (if not selfmanaged)managed)managed). company (if not self- company (if not self- External auditor. External auditor. External auditor. External auditor. Transferable securities Any type of assets. Any type of assets. Assets representing risk and/or any other liquid Maximum 10% of the Maximum 30% of the capital. Investment in risk financial assets authorised fund/sub-fund s gross fund/sub-fund s gross capital means the direct by the UCITS IV Directive. assets in one issuer. assets in one issuer. or indirect contribution Maximum 10% of the of assets to entities in It is however possible to It is however possible to fund/sub-fund s gross view of their launch, set up and entirely hold a set up and entirely hold a assets in one issuer as development or listing on special purpose vehicle. special purpose vehicle. defined by the UCITS a stock exchange. Directive. No risk spreading requirements. This document is also available online:
27 Asset Management: Luxembourg, your location of choice 27 Details per structure 1. Legal framework The main laws governing Asset Management in Luxembourg are: UCITS SIF SICAR AIFM The Law of 17 December 2010 on undertakings for collective investment (the 2010 Law ), which regulates Part I and Part II funds, the first category of them being more known under the UCITS brand benefiting from a distribution passport across Europe. The Law of 13 February 2007 on specialised investment funds (the SIF Law ). The Law of 15 June 2004 on the investment company in risk capital (the SICAR Law ). The Law of 12 July 2013 on alternative investment fund managers (the AIFM Law ). In addition to Luxembourg laws and regulations, asset management service providers and investment vehicles are subject to regulations and circulars issued by the Luxembourg Commission for the Supervision of the Financial Sector (i.e. the Commission de Surveillance du Secteur Financier in French, generally called the CSSF ). The main CSSF regulations and circulars to be considered per investment vehicle are the following: For Part I funds (i.e. UCITS funds): CSSF Regulation on fund mergers, master-feeder structures and notification procedures; CSSF Regulation on organisational requirements, conflicts of interests, conduct of business, risk management and content of agreement between a depositary and a Management Company; CSSF Circular 13/559 on ESMA guidelines on ETFs and other UCITS issues; CSSF Circular 12/546 on the authorisation and organisation of Luxembourg UCITS Management Companies or self-managed UCITS; CSSF Circular 11/512 on the presentation of the main regulatory changes in risk management following the publication of CSSF Regulation 10-4 and ESMA clarifications; CSSF Circular 08/380 regarding CESR guidelines concerning eligible assets for investments by UCITS; CSSF Circular 08/356 on the use of securities lending, réméré and repo transactions; For Part II funds: CSSF Circular 08/356 on the use of securities lending, réméré and repo transactions; CSSF Circular 02/77 on the protection of investors in case of NAV calculation error or breach of investment; IML Circular 91/75 clarifying certain aspects of the UCI legislative framework, as amended by CSSF Circular 05/177. CSSF Circular 07/308 on the use of derivatives and management of financial risks; CSSF Circular 02/77 on the protection of investors in case of NAV calculation error or breach of investment; IML Circular 91/75 clarifying certain aspects of the UCI legislative framework, as amended by CSSF Circular 05/177. For SIFs: CSSF Regulation clarifying risk management and conflicts of interest rules; CSSF Circular 08/372 on guidelines for depositaries of SIFs adopting alternative investment strategies, where those funds use the services of a prime broker; CSSF Circular 07/309 on risk diversification requirements applicable to SIFs. For SICARs: CSSF Circular 06/241 on the concept of risk capital under the SICAR Law.
28 28 PwC Luxembourg 2. Legal forms Luxembourg regulated investment vehicles can either be created under a contractual or a corporate form depending on the law to which they are subject. This is the case for all types of investment funds (or undertakings for collective investments), category including UCITS and Part II funds as well as the SIF, but not the SICAR, which is not subject to a risk spreading principle and which is always organised under a corporate form. Aside from that, each of these investment vehicles may be structured as a stand-alone vehicle or as an umbrella vehicle with multiple compartments (or sub-funds in the case of investment funds) having segregated assets and liabilities. The contractual form is represented by the common fund ( Fonds Commun de Placement in French, or FCP ) and is only available for UCITS, Part II, and SIF funds, but not for SICARs which are by laws organised under a corporate form. The FCP is an undivided collection of assets, managed by a Management Company on behalf of joint owners called unitholders. Legally speaking, it is established by a contract between the Management Company and the depositary bank, which create management regulations. Investors, in the form of unitholders, buy units issued by the Management Company which represent a portion of the FCP managed and, by doing so, become a party to the contract. The units so acquired represent their right in the undivided collection of assets. Their liability is limited to the amount contributed by them. The corporate form is represented by the investment company with variable (the SICAV ) or fixed capital (the SICAF ) and is available for all types of vehicles (UCITS, Part II and SIF funds as well as for SICARs). SICAVs are corporate vehicles whose articles of incorporation provide that the amount of capital is at all times equal to the net asset value of the vehicle. The capital increases or decreases automatically as a result of subscriptions or redemptions, without any of the formalities generally imposed under the Law of 10 August 1915 on commercial companies regarding issuance or reduction of capital. Investors in a SICAV are shareholders and as such have a right to vote in shareholders meetings in addition to their economic rights. In addition to the SICAV, an investment vehicle may also be structured as a SICAF, being a corporate vehicle with fixed capital. However the SICAF is rarely used as it is has limited flexibility in terms of investors in and out. Variable capital Fixed capital Corporate forms Part I UCITS Part II UCI SIF SICAR S.A. Yes Yes Yes Yes S.C.A. No No Yes Yes S.C.S. (simple) No No Yes Yes Sté Coop. S.A. No No Yes Yes Sté Coop. No No No No S.à r.l. No No Yes Yes S.C.S. (spéciale) No No Yes Yes S.A. Yes Yes Yes Yes S.C.A. No Yes Yes Yes S.C.S. (simple) No Yes Yes Yes Sté Coop. S.A. No No Yes No Sté Coop. No No No No S.à r.l. No Yes Yes Yes S.C.S. (spéciale) No Yes Yes Yes S.A.: société anonyme in French or public limited company. S.C.A.: société en commandite par action in French or common limited partnership. S.C.S. (simple): société en commandite simple in French or limited corporate partnership. Sté Coop. S.A.: société coopérative sous forme de société anonyme in French or cooperative company organised as a public limited company. S.à r.l.: société à responsabilité limitée in French or private limited company. S.C.S. (spéciale): société en commandite spéciale in French or special limited partnership. The choice of the corporate form of an investment vehicle relies on the combination of several factors such as the tax transparency of the company, the liability of shareholders, the limited or unlimited number of shareholders, the conditions to transfer shares, the faculty to separate among shareholders those who hold the power in the company (the managers) from those who only hold capital but do not intervene in the management, or the corporate governance rules. The S.A. is thus particularly convenient to organise clearly the roles, powers and liabilities of managers, directors and shareholders. This is of importance in the context of jointventures where all stakeholders may have
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