Investment Funds in Luxembourg. A technical guide September 2015

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1 Investment Funds in Luxembourg A technical guide September 2015

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3 Foreword It s my great pleasure to welcome you to our 2015 edition of Investment Funds in Luxembourg A Technical Guide. The headline numbers would indicate that the investment fund industry is in very good health with strong asset flows over the last 12 months and margins remaining broadly stable. These strong asset flows are driven by zero to negative interest rates and a greater realization by investors that they must take direct personal responsibility for their future retirement and saving requirements. However the fund industry will have to deal with a number of significant headwinds in the near future. These include the much discussed expected increase in US interest rates, a cooling Chinese economy and volatile markets, a weak EU economy still dealing with Euro matters in addition to the potential fall-out from a range of potential political risks from Russia, Ukraine and the Middle East. The passive sector experienced some of the strongest overall inflows, (despite some recent outflows) with assets in ETF types of products now estimated at around Euro 2.7 trillion. The growth of the passive sector has had many spill-over effects on the traditional passive sector with greater focus on fees and performance but also pushing the active managers into greater product innovation. Overall European assets under management amounted to approximately Eur 12.7 trillion as of May 2015, an increase of 12% since December UCITS assets in Europe still dominate with a 73% share of the total AUM, the balance being made up of a range of non-ucits products including those that come within the remit of the Alternative Investment Fund Directive. Over the coming years, we can expect further significant product shift with out-sized growth in the alternative, passive and solution segments resulting in the core traditional active sector coming under further pressure. The implementation of the regulatory agenda continues unabated, with much focus and discussion on depositary reform, remuneration polices and practices, the future of money market funds, extension of the AIFMD Passport to non-eu domiciled products and managers, and the likely impact of MiFID II all being in the headlines. The unrelenting focus and investment on implementing the regulatory agenda, strengthening risk management and compliance will continue to put margins under some pressure. The impact of technology, the digital world, utilization of big data are all much discussed topics with the overriding view that mobile technology will have a critical role to play in the distribution of investment funds to the next generation of investors. Looking to the future, what should the fund industry be focusing on? Many of the key areas of focus are highlighted in ALFI`s (Luxembourg Investment Fund Association) recently published 2020 Ambition Paper. The overall key ambition must be that the industry is serving the interests of investors and the economy. To achieve this overall ambition, ALFI has set itself five equally important key objectives: Promote practices that align the interests of investors and industry Articulate the essential role of investment funds for the global economy Connect investors with worldwide market opportunities Ensure Luxembourg remains the fund center of choice for asset managers Stimulate innovation, research, education and talent development We at EY strongly support these objectives and will work closely with ALFI and other stakeholders to achieve them. I hope you find this publication useful; we look forward to your feedback. My Team and I look forward supporting you over the coming years so that we may collectively realize the many opportunities offered by this industry. Michael Ferguson Partner, Luxembourg Asset Management and EMEIA Regulated Funds Practice Leader

4 Contents Foreword 1 1. Luxembourg investment funds Introduction Luxembourg s investment fund industry Luxembourg s investment fund solutions Organization of a UCI and its service providers UCI structures and specificities Introduction Principal regulations Types of structures of UCIs Specific requirements by regime Minimum capital Requirements applicable to specific types of UCI Vehicles used in conjunction with AIF Authorization, supervision, restructuring and liquidation Introduction Pre-launch considerations Authorization Updates to the application for authorization Ongoing supervision Restructuring UCIs Mergers of UCIs Authorization of a side pocket Transfer of foreign UCIs to Luxembourg Liquidation of UCIs and compartments Dormant compartments Investment rules Introduction UCIs under the 2010 Law SIFs AIF EuVECA and EuSEF Money market funds (MMF) European long-term investment funds (ELTIF) Governance and liability Governance Criminal and civil liability Management of UCIs: management companies and AIFM Introduction Scope of activities Main applicable regulations Setting up and operating a management entity Cross-border management passport Expenses and taxation of management entities Risk management and valuation Introduction Risk management of UCITS Risk management for AIF Risk management of SIFs Valuation 229

5 8. Administration Introduction Administration function Regulatory requirements Organizational requirements UCI portfolio requirements Net asset value (NAV) Subscriptions and redemptions of shares or units and payment of dividends Errors, materiality and compensation to investors Depositary Introduction Appointment Eligible entities Duties Conduct of business and conflict of interest rules Liability Delegation Prime broker Other reporting and disclosure obligations Fund documentation and reporting Introduction Constitutional documents Initial disclosures to investors Periodic investor disclosures and updates Financial reporting General meetings Submission to the Trade Register Financial information reporting to authorities Electronic transmissions to the CSSF and publication Expenses and taxation Introduction Expenses Taxation Value added tax (VAT) Marketing Introduction Information provided to investors before they invest Marketing Luxembourg UCITS in other EU/EEA Member States Marketing foreign UCITS in Luxembourg Marketing of full AIFM regime AIF Marketing of simplified AIFM registration regime AIF Marketing of AIF in Luxembourg Marketing regulations applicable in Luxembourg Marketing intermediaries Stock exchange listing Introduction Luxembourg Stock Exchange (LuxSE) Procedures for admission to a securities market of the LuxSE Continuing obligations for issuers of securities Listing of SIFs Transfer, suspension, withdrawal and delisting 381 Appendices 382 Appendix I. Understanding UCIs 384 Appendix II. Key regulations and reference texts 396 Appendix III. Withholding Tax Rates Applicable to Luxembourg UCIs 432 Appendix IV. Glossary 474 Appendix V. EY investment fund services 480

6 Luxembourg investment funds EY supports asset managers and alternative investment fund houses through the choice of fund vehicle, the analysis of target markets, the definition of an efficient operating model and distribution strategy, and the selection of service providers. Concept Michael Ferguson Traditional funds Operating models Kai Braun Alternative funds Operating models Launch Rafael Aguilera Fund registration and distribution Business Bernd Henninger Service provider due diligence Olivier Marechal Operational efficiency improvement Pascal Vaucouleur Information technology Luxembourg investment funds

7 1. Luxembourg investment funds Luxembourg investment funds Introduction This Chapter introduces Luxembourg s investment fund industry and outlines Luxembourg s solutions for investment funds What is an investment fund? An investment fund (often referred to as an undertaking for collective investment UCI collective investment undertaking CIU; UCI is the term used in this Technical Guide) has the following characteristics: There is collective investment of funds The capital is raised from a number of investors The capital is invested in accordance with a defined investment policy for the benefit of those investors, generally in accordance with the principle of risk spreading The shares or units of some UCIs may be distributed to the general public while others are reserved for certain circles of investors, such as informed, qualified or institutional investors. Depending on the structure of the UCI, these shares or units may be obtained through private placement, direct distribution, distributors, or through stock exchanges. The portfolio of collective investments may consist of transferable securities and/or other assets. Risk spreading is required to prevent excessive concentration of investments Why set up a UCI? An investment fund, or UCI, can offer investors the possibility to: Generate current income or capital appreciation, or both Access a diversified portfolio of investments Benefit from professional management of the portfolio Share the associated costs Gain exposure to specific investments in the case of investors who are not able to access the investment directly, for example due to investor qualification requirements 1. Luxembourg investment funds 5

8 1.2. Luxembourg s investment fund industry Why Luxembourg? The success of Luxembourg in attracting investment funds, and becoming a major financial center, may be attributed to a number of factors such as: Reputation of the Luxembourg brand in the investment fund industry Attractive range of investment fund solutions Regulatory environment including accessibility, knowledge and responsiveness of the regulator Stability: Political, economic and social environment Legal and tax environment Ability to achieve tax efficiency for products by considering direct and indirect taxation implications at fund and investor levels Operational factors such as relocation costs, local infrastructure, and the qualifications and knowledge of the multicultural, multilingual international workforce Service provider considerations such as their expertise and ability to meet specific local distribution market requirements from Luxembourg Central location at the heart of Europe with easy access to other financial centers UCIs are authorized and supervised by the Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier CSSF). The Luxembourg fund industry has, since 1988, been successfully represented and promoted by the Association of the Luxembourg Fund Industry (Association Luxembourgeoise des Fonds d Investissement ALFI). Since 2008, LuxembourgforFinance, the agency for the development of the financial center, has also been promoting the Luxembourg fund industry Key figures Luxembourg is the leading global center for UCIs. The first Luxembourg fund was established in By June 2015, there were slightly over 3,900 UCIs, comprising approximately 14,000 compartments (often referred to as sub-funds) 1, with net assets of approximately 3.5 trillion (US$3.9 trillion), analyzed as follows: Luxembourg UCIs Number and net assets by regime and basic structure (June 2015) Number of UCIs Net assets in billion 2010 Law Common funds (FCP) Variable capital (SICAV) Investment companies Fixed capital (SICAF) Total Common funds (FCP) Variable capital (SICAV) Investment companies Fixed capital (SICAF) Part I (UCITS 2 ) 1, , , ,962.8 Part II SIF Law (SIFs) 464 1, , Total 1,741 2, , , ,528.1 Note: figures may not add up due to rounding Source: Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier CSSF) Total 1 Multiple compartment UCIs are covered in Section Undertakings for Collective Investment in Transferable Securities Luxembourg investment funds

9 The following chart illustrates the investment policies of Luxembourg UCIs by number of compartments at the end of June 2015: Investment policies of Luxembourg UCIs by number of compartments (June 2015) 27 Venture Capital 2003 Fund of funds 4066 Mixed transferable securites Real estate Money market instruments and other short-term securities 3721 Variable-yeld transferable securities Luxembourg investment funds 1 Source: CSSF 35 Cash 140 Private equity 3128 Fixed-income transferable securities 168 Other assets 153 Futures and/or options The following chart illustrates the investment policies of new compartments of UCIs authorized in 2014: Investment policies of new compartments of UCIs authorized in % Other assets 2.1% In risk capital (SICARs) 1.3% Futures, options, warrants 2.4% Real estate 0.1% Venture Capital 1% Non-listed transferable securities 0.2% Cash 0.5% Money market instrument and other short-term securities 27.4% Mixed transferable securities 15% Fund of funds 24.5% Fixed-income transferable securities 23.4% Variable-yeld transferable securities Source: CSSF Annual Report 2014 The following chart presents the assets under management (AuM) of Luxembourg UCIs by geographic area of investment at the end of June 2015: AuM of Luxembourg UCIs by geographic area of investment (June 2015) 1% Others 8% Asia 49% Global 14% North America 29% Europe Source: EY Global Fund Distribution (EY GFD) market intelligence 3 3 EY GFD market intelligence service analysis leverages fund data sourced by Morningstar. Morningstar depends on fund companies to communicate their up to date fund information and data. The EY GFD database: Includes global open-ended funds (UCITS and non-ucits), but excludes closed-ended funds, exchange-traded funds, hedge funds, insurance and pension funds, and private funds Covers retail and institutional classes Uses Morningstar s global categories, i.e., allocation, alternative, commodities, convertibles, equity, miscellaneous, money market and property 1. Luxembourg investment funds 7

10 The following chart presents the AuM of Luxembourg UCIs by eligible investor type at the end of June 2015: AuM of Luxembourg UCIs by eligible investor type (June 2015) 32% Institutional investors 68% Retail and institutional investors Source: EY Global Fund Distribution (EY GFD) market intelligence 4 The following chart presents the share or unit classes 5 of Luxembourg UCIs by number of countries in which they are distributed at the end of June 2015: Share or unit classes of Luxembourg UCIs by number of countries of distribution (June 2015) 7% 5-6 distribution countries 3,115 share classes 50% >7 distribution countries 21,195 share classes 17% 3-4 distribution countries 7,338 share classes 26% 1-2 distribution country(ies) 10,749 share classes Source: EY Global Fund Distribution (EY GFD) market intelligence 6 The following table presents the top distribution markets of Luxembourg UCIs by AuM at the end of June 2015: Top distribution markets of Luxembourg UCIs (June 2015) Rank Distribution market 1 Germany 2 France 3 Italy 4 United Kingdom 5 Luxembourg 6 Switzerland 7 Spain 8 Netherlands 9 Sweden 10 Austria 11 Belgium 12 Norway 13 Taiwan Rank Distribution market 14 Finland 15 South Korea 16 Denmark 17 Ireland 18 Poland 19 Japan 20 Hong Kong 21 Greece 22 Singapore 23 Portugal 24 Czech Republic 25 Hungary Source: EY Global Fund Distribution (EY GFD) market intelligence 7 4 See footnote 3. 5 See Section See footnote 3. 7 See footnote Luxembourg investment funds

11 The following table presents Luxembourg UCIs top distribution markets DNA of AuM at the end of June 2015: Luxembourg investment funds 1 Germany France Italy United Kingdom Luxembourg Switzerland Spain Netherlands Sweden Austria Belgium Norway Taiwan Finland South Korea Denmark Ireland Poland Japan Hong Kong Greece Singapore Portugal Czech Republic Hungary 0% 20% 40% 60% 80% 100% Domestic funds Foreign ex. Luxembourg funds Luxembourg funds 1.3. Luxembourg s investment fund solutions Fund regimes and passports A. Introduction Luxembourg offers an attractive range of solutions for the creation of UCIs. Luxembourg UCIs can be established under either of the following regimes: Fund category Product Regime Common name of UCI UCITS Undertakings for Collective Investment in Transferable Securities AIF Alternative Investment Funds Part I of the Law of 17 December 2010, as amended (the 2010 Law) on UCIs Part II of the 2010 Law on UCIs The Specialized Investment Fund Law (the SIF Law) The Investment Company in Risk Capital Law (the SICAR Law 8 ) UCITS 2010 Law Part II UCI SIF SICAR 9 8 Not covered by this publication. 9 Idem. 1. Luxembourg investment funds 9

12 B. Marketing passports Most Luxembourg UCIs are marketed to investors in a number of countries. Many Luxembourg UCIs UCITS and Alternative Investment Funds (AIF) benefit from a Product passport enabling them to be marketed to investors in the European Union (EU)/European Economic Area (EEA) 10, following a notification procedure. Marketing of Luxembourg UCIs which do not benefit from a Product passport is subject to the national regimes of the country where the marketing takes place. UCITS can be marketed to all investors in the EU/EEA 11. The UCITS passport means that the shares or units of UCITS can be marketed to all types of investors, both retail and professional, throughout the EEA, following a notification procedure. The marketing of AIF depends on whether or not they are managed in accordance with, and subject to, the full Alternative Investment Fund Managers (AIFM) requirements ( Full AIFM regime AIF ). Full AIFM regime AIFs are AIFs which are managed by an authorized AIFM or authorized internally managed AIF. Authorized AIFM, and authorized internally managed AIF, must meet the full requirements of the AIFM Directive (AIFMD), which is transposed in Luxembourg by the AIFM Law. AIFM compliance is required when the assets of all the AIF under management exceed certain thresholds. Other AIFs are subject to a simplified AIFM registration regime ( Simplified AIFM registration regime AIF ). Chapter 6 covers AIFM requirements in more detail. The marketing of AIF may be summarized as follows: Full AIFM regime AIF can be marketed to: Professional investors in the EU/EEA 12 : authorized AIFM, and authorized internally managed AIF benefit from a passport permitting them to market the shares or units of the AIF they manage to professional investors throughout the EU/EEA Retail investors in the EU/EEA under stricter national rules: each EU/EEA Member State may permit authorized AIFM, and authorized internally managed AIF to market the shares or units of the AIF they manage to retail investors in the Member State. The Member State may also apply stricter requirements than those applicable to marketing to professional investors Simplified AIFM registration regime AIF can be marketed to professional investors in the EU/EEA under national private placement regimes (i.e., subject to national requirements), where such regimes exist. The passport is not applicable. However, a specific regime exists for the managers of qualifying European Venture Capital Funds (EuVECA) and of qualifying European Social Entrepreneurship Funds (EuSEF) which meet the requirements of the simplified EU/EEA regulatory regimes. Such managers can benefit from a passport permitting them to market the shares or units of the qualifying European funds they manage to suitably qualified investors throughout the EU/EEA (see Section ) EU/EEA professional investors may, on their own initiative, purchase the shares or units of any AIF, irrespective of the domicile of the AIF or AIFM, provided that there is no marketing (also referred to as reverse solicitation ) In addition to the rules applicable to AIF, SIFs can only be distributed to informed investors (see Section ) Summary of marketing of Luxembourg UCIs in the EU/EEA Products Regulatory framework Marketing regime Investors UCITS UCITS EU/EEA passport Retail and professional AIF Full AIFM regime AIF EU/EEA passport Professional EuVECA and EuSEF EU/EEA passport Qualified Simplified AIFM registration regime AIF National private placement regimes (NPPRs) Full AIFM regime AIF and, if relevant, simplified AIFM registration regime AIF Any AIF (Full AIFM regime or simplified AIFM registration regime) National retail distribution regimes, where applicable Reverse solicitation Marketing outside the EEA is subject to each country s national requirements. Chapter 12 covers the marketing of UCIs. Professional Retail Professional 10 The EEA includes European Union (EU) Member States plus Iceland, Liechtenstein and Norway. The EEA Agreement establishes freedom to provide services across the EEA, and any specific provisions. 11 The EEA Agreement implements the UCITS Directive passports across the EEA by including reference to it in Annex, without any specific limitations. 12 The EEA Agreement did not list the AIFM Directive in Annex at the time of writing, but the AIFM Directive is identified as a text with EEA relevance Luxembourg investment funds

13 C. Overview of fund regimes and basic structures The choice of regime and basic structure is presented in schematic form below: Luxembourg investment funds 1 Choice of regime UCITS Luxembourg s solutions for UCIs Law Part II SIF Common fund (FCP) A common fund must be managed by a management company A UCITS management company is required. It may be either: A Luxembourg UCITS (Chapter 15) management company EU/EEA UCITS management company An AIF common fund must be managed by a Luxembourg management company, which may be: A Luxembourg UCITS (Chapter 15) management company A Luxembourg non-ucits (Chapter 16) management company The management company may, in turn, appoint an AIFM which may be: An authorized Luxembourg AIFM An authorized EU/EEA AIFM However, where the assets managed by the management company exceed certain thresholds, the management company is required to either: Obtain authorization as an AIFM itself Appoint an AIFM Choice of basic structure A UCITS investment company must either: Be managed by a UCITS management company A Luxembourg UCITS (Chapter 15) management company EU/EEA UCITS management company Manage itself (a selfmanaged UCITS) Investment company with variable capital (SICAV) or investment company with fixed capital (SICAF) An AIF investment company 14 must either: Be managed by: An AIFM directly. The AIFM may be: An authorized Luxembourg AIFM An authorized EU/EEA AIFM A management company which may be: A Luxembourg UCITS (Chapter 15) management company A Luxembourg non-ucits (Chapter 16) management company The management company may, in turn, appoint an AIFM which may be: An authorized Luxembourg AIFM An authorized EU/EEA AIFM However, where the assets managed by the management company exceed certain thresholds, the management company is required to either: Obtain authorization as an AIFM itself Appoint an AIFM Manage itself (an internally managed AIF). Where the assets of the AIF exceed certain thresholds, the internally managed AIF is required to either: Obtain authorization as an AIFM Appoint an AIFM Choice of compartment structure Two structures are possible: Single compartment structure Multiple compartment (umbrella) structure. Each compartment of a multiple compartment structure may pursue a different investment policy 13 Section covers basic structures, Section covers the requirements applicable to AIF, and Section 6.1. introduces management companies and AIFM. 14 This general outline does not cover the specific cases of certain partnerships; for further information, see Section Luxembourg investment funds 11

14 The following table outlines the main characteristics of Luxembourg s investment fund regimes: Regimes UCITS 2010 Law Part II SIF Regulation Regulated Regulated Regulated Regulator CSSF CSSF CSSF Authorization procedure (see Chapter 3) Structures available (see Chapter 2) Eligible investors 15 (see Section B. and Chapter 2) Distribution in European Union (EU)/European Economic Area (EEA) 17 (see Section B. and Chapter 12) to: Prior to set-up Prior to set-up Prior to set-up Common fund: FCP Investment company: SICAV or SICAF Common fund: FCP Investment company: SICAV or SICAF Common fund: FCP Investment company: SICAV or SICAF All All Informed investors 16 Retail investors EU/EEA passport National retail distribution requirements Professional investors EU/EEA passport EU/EEA passport if managed by an authorized AIFM 18, otherwise national private placement regimes (NPPRs) Maximum number of shareholders or unitholders (see Section 2.3.) Minimum number of shareholders or unitholders (see Section 2.3.) Minimum investment by a shareholder or unitholder (see Chapter 2) Use of compartments (sub-funds) (see Section ) Cross-investment between compartments (see Section ) Multiple share or unit classes (see Section ) No limit No limit No limit 20 National retail distribution requirements No minimum No minimum No minimum EU/EEA passport if managed by an authorized AIFM 19, otherwise national private placement regimes (NPPRs) None None 125,000; less if certification Yes Yes Yes Yes, subject to conditions Yes, subject to conditions Yes, subject to conditions Yes Yes Yes 15 Additional restrictions may be included in the constitutional document or prospectus. 16 See Section B. 17 European Union (EU) Member States plus Iceland, Liechtenstein and Norway. 18 See Chapter Idem. 20 Except in the case of a SIF set up as a private limited liability company (S.à r.l.), in which case the maximum number of investors is Luxembourg investment funds

15 Luxembourg investment funds 1 Regimes Eligible investments (see Chapter 4) Diversification (see Chapter 4) Risk management (see Chapter 7) Fees/expenses including performance and advisory fees Transferability of shares or units (see Chapter 2) Information for investors (see Chapter 10) UCITS 2010 Law Part II SIF Transferable securities such Some restrictions Any (unrestricted) as equities, bonds, money market instruments (MMI) and certain derivatives Techniques and instruments related to transferable securities Detailed restrictions apply Detailed requirements General requirements General requirements Detailed requirements No detailed restrictions Must be disclosed General requirements, and AIFM requirements (where applicable) No detailed restrictions Must be disclosed General requirements on risk management system, and AIFM requirements (where applicable) No detailed restrictions Must be disclosed Generally freely transferable Generally freely transferable May or may not be freely transferable Subject to informed investor qualification Prospectus Prospectus 23 Prospectus or offering Key Investor Information (KII) document 26 Financial statements 21 Financial statements 24 Financial statements 27 Required service providers (see Chapter 6) 29 Periodic disclosures 22 UCITS management company (common fund) Periodic disclosures 25 Luxembourg management company (common fund) Periodic disclosures 28 Luxembourg management company (common fund) (see Chapter 9) Luxembourg depositary Luxembourg depositary Luxembourg depositary (see Chapter 8) Administration, registrar and transfer agent which must be in Luxembourg if the management company is in Luxembourg Luxembourg administration, registrar and transfer agent Luxembourg administration, registrar and transfer agent (see Section ) Luxembourg auditor Luxembourg auditor Luxembourg auditor 21 At least audited annual and unaudited semi-annual financial statements. 22 See Section For full AIFM regime AIF, information to be disclosed in the prospectus or separately (see Section ). 24 At least audited annual and unaudited semi-annual financial statements. 25 For full AIFM regime AIF (see Section ). 26 For full AIFM regime AIF, information to be disclosed in the prospectus or separately (see Section ). 27 At least audited annual financial statements. 28 For full AIFM regime AIF (see Section ). 29 Main service providers only listed here; see Section Luxembourg investment funds 13

16 Regulator reputational checks (see Chapter 5) Regimes UCITS 2010 Law Part II SIF Portfolio manager and/or adviser Directors of UCI, or of management company 31 Promoter 30 Portfolio manager and/or adviser Directors of UCI, or of management company 32 (see Chapter 9) Depositary Depositary Depositary Listing possible (see Chapter 13) Net asset value (NAV) calculation and redemption frequency (see Section 8.6.) Subscription and redemption price (see Section ) Tax treatment (see Section 11.3.) Yes Yes Yes Minimum twice a month Minimum monthly and, if managed by an authorized AIFM, the NAV must be calculated on the occasion of each issue. Directors of SIF, or of management company If managed by an authorized AIFM, on the occasion of each issue or subscription or redemption or cancellation of shares or units, and at least once a year. In any case, NAV required for reporting purposes NAV 35 NAV 36 Subscription and redemption conditions laid down in the constitutional document No tax, except for annual subscription tax of 0.05% on the Net Asset Value (NAV) unless a reduced rate of 0.01% or exemption applies No withholding tax (WHT) on dividends paid 37 No tax, except for annual subscription tax of 0.05% on the Net Asset Value (NAV) unless a reduced rate of 0.01% or exemption applies No withholding tax (WHT) on dividends paid 38 No tax, except for annual subscription tax of 0.01% on the Net Asset Value (NAV) unless an exemption applies No withholding tax (WHT) on dividends paid 30 Where the 2010 Law Part II UCI is not managed by a UCITS (Chapter 15) management company. 31 For self-managed UCITS, see Section For internally managed AIF, see Section Directors means, in the case of public limited companies and in the case of cooperatives in the form of a public limited company, the members of the Board of Directors, in the case of partnerships, the managers or general partner, in the case of private limited liability companies, the manager(s) and in the case of common funds, the members of the Board of Directors or the managers of the management company. 34 For internally managed AIF, see Section The net asset value per share or unit may be adjusted to incorporate a swing factor if swing pricing procedures are in place (see Section ). 36 Idem. 37 The Law of 25 November 2014 amends the Luxembourg law of 21 June 2005 transposing the present EU Savings Directive (2003/48/CE) on taxation of savings income in the form of interest payments. As from 1 January 2015, Luxembourg replaced the former regime of withholding tax on interest payments made to an EU individual by the automatic exchange of information on interest payments made by a paying agent established in Luxembourg to individuals resident in another EU Member State. Consequently, the first information exchanges will take place in early 2016 with respect to interest payments made in Idem Luxembourg investment funds

17 Basic structures The decision as to whether to create a UCI in contractual form (common fund FCP) or in corporate form (an investment company, generally with variable capital SICAV) 39 is primarily driven by tax, operational and marketing considerations. The following table details the main differences between common funds and investment companies: Luxembourg investment funds 1 Management entity Control Shareholders or unitholders meetings Common fund (FCP) Luxembourg management company which, in the case of an AIF, may appoint an AIFM Board of Directors of management company in conjunction with depositary Unitholders meetings are not mandatory for a common fund Basic structures Investment company (SICAV or SICAF) Self-managed investment company: Board of Directors, general partner or manager(s) 40. Managed investment company: UCITS: a management company AIF: a management company and/or an AIFM Board of Directors, general partner or manager(s) and ultimately by investors 41 At least one meeting of shareholders must be held annually Taxable status Tax transparent (with limited exceptions) Not tax transparent (with limited exceptions) Tax implications VAT status (Value added tax) Individual underlying investors may benefit from certain double taxation treaties (DTTs) VATable person (via its management company) SICAV may directly benefit from certain DTTs 42 VATable person Luxembourg s investment fund regimes and basic structures, and the requirements for each, are described in more detail in Chapter Traditional investment funds Traditional investment funds include: Equity funds Bond funds Money market funds (MMF) Mixed funds Multiple-asset class investment funds: investment funds with multiple compartments investing in different asset classes Funds of traditional investment funds Appendix I describes in more detail what UCIs are and explains the various types of funds and asset classes. Traditional investment funds may be set up under any of Luxembourg s investment fund regimes (i.e., as UCITS, 2010 Law Part II UCIs or SIFs) using any of the basic structures mentioned previously Alternative investment funds (AIF) Alternative investment funds (AIF) include: Hedge funds Real estate funds Private equity funds 39 See also Section In the case of public limited companies and in the case of cooperatives in the form of a public limited company, the members of the Board of Directors, in the case of partnerships, the managers or general partner, and in the case of private limited liability companies, the manager(s). 41 Except in the case of a partnership. 42 See Circular L.G. -1 n 61 on Certificates of Residence for Luxembourg UCIs 1. Luxembourg investment funds 15

18 Thematic funds such as AIF: Investing in specific segments, such as environment Investing in collectibles, such as luxury goods Investing in intangible assets, such as patents Meeting specific criteria, such as responsible investment criteria Multiple-asset class AIF: AIF with multiple compartments investing in different asset classes, sometimes with interlinked compartments Funds of AIF European long-term investment funds Appendix I describes in more detail what UCIs are and explains the various types of funds and asset classes. AIF are generally set up either as 2010 Law Part II UCIs, or SIFs. Any of the basic structures may be used for 2010 Law Part II UCIs or SIFs. Certain types of AIF are subject to specific rules (Section 2.6.). Going forward, AIF will also be able to set up as European long-term investment funds (ELTIF) (Section ). UCITS may also, to a limited extent, pursue alternative investment strategies (so-called alternative UCITS ). A number of vehicles may be used in conjunction with AIF, for example to hold the underlying investments. Luxembourg vehicles which may be used in conjunction with AIF include commercial companies, referred to as SOPARFIs, and securitization vehicles (see Section 2.7.) Funds of funds and master-feeder structures There are two main types of UCIs which invest into other UCIs: funds of funds and master-feeder structures Funds of funds A fund of funds invests into several other UCIs. A key role of the manager of a fund of funds is the selection and monitoring of the underlying UCIs. It is possible to create funds of funds under any of Luxembourg s fund regimes, subject to the applicable eligibility criteria and diversification requirements (see Chapter 4). Funds of funds may, for example, offer investors diversification and therefore lower risk than direct investment into the underlying UCIs Master-feeder structures In master-feeder structures, the feeder UCI invests most of its assets in a master UCI. Therefore, the management of a significant portion of the portfolio of the feeder UCI is effectively performed by the manager of the master UCI. A feeder UCITS is a non-diversified investment structure investing into a diversified product (master UCITS), permitting the pooling of assets. In a UCITS master-feeder structure, a feeder UCITS invests at least 85% of its assets in a master UCITS. It may invest up to 15% of its assets in liquid assets, financial derivative instruments for hedging purposes or, in the case of investment companies, property essential for the direct pursuit of business. An existing UCITS may be converted into a feeder UCITS. Alternatively an existing UCITS may become a master UCITS. A feeder UCITS may also change its master UCITS. The master UCITS, or one or more of the feeder UCITS, can be located in different EEA Member States. Master and feeder UCITS can be created under Luxembourg s UCITS regime (Part I of the 2010 Law) or the UCITS regime of another EEA Member State. See also Section In an AIF master-feeder structure, a feeder AIF invests at least 85% of its assets in a master AIF, or in more than one master AIF whose master AIF have identical investment strategies, or has otherwise an exposure of at least 85% of its assets to such a master AIF. Master and feeder AIF can be created under any of Luxembourg s AIF regimes, the AIF regime of another EEA Member State or a third country. However, for the AIFM of the feeder AIF to benefit from the AIFM marketing passport, the feeder AIF must invest into a master AIF which is managed by an authorized AIFM (see Section 12.5.). Master-feeder structures may be used by asset managers as a distribution mechanism to facilitate access to certain markets. For example, some French investors may prefer to invest in a local UCITS. An asset manager which currently only offers a Luxembourg domiciled UCITS may take advantage of the UCITS master-feeder provisions and create a feeder UCITS domiciled in France which invests in the master UCITS domiciled in Luxembourg. This structure will enable the manager to distribute to such French investors while managing only one portfolio of investments Luxembourg investment funds

19 Specific types of UCIs Specific types of UCIs can be created under Luxembourg s UCI regimes. These include: Money market funds (MMFs) Exchange traded funds (ETFs) Index tracking UCIs UCIs using efficient portfolio management (EPM) techniques, such as securities lending and currency hedging transactions UCITS using financial derivative instruments (FDIs) Structured UCIs Hedge funds Real estate funds Private equity funds European long-term investment funds (ELTIFs) Requirements applicable to specific types of UCIs are covered in Section Luxembourg investment funds Pension Fund Pooling Vehicles (PFPVs) Pension Fund Pooling Vehicles (PFPVs) can be set up as Luxembourg common funds, which are tax transparent. PFPVs are also exempt from subscription tax (see Chapter 11 for more information on taxation and VAT issues related to Luxembourg funds). Thus, Luxembourg offers a regime that allows the pooling of pension fund investments in a way that is both tax and cost efficient, in the interest of the beneficiaries (see also Section I.4.7. of Appendix I for a description of PFPVs and Section on comanagement and pooling of assets) Unit-linked products Luxembourg life insurers are permitted to offer a range of unit-linked life insurance products. Unit-linked life insurance products are products which are linked to one or more investment funds, which may be either: External UCIs, which: Can be one of the following: A UCITS or another UCI investing in transferable securities An open-ended fund of AIF (i.e., a fund of hedge funds) An open-ended real estate UCI Are subject to investment limits which depend on the category of UCI Internal funds which do not offer a guarantee. There are two categories: Collective investment funds that are: Subject to specific investment restrictions, which vary according to the characteristics of the investor Managed by way of a portfolio management mandate, similar to ordinary UCIs Dedicated funds that are: Subject to a minimum investment premium Subject to specific investment restrictions, which vary according to the characteristics of the investor Managed by way of a discretionary mandate Internal collective investment funds which guarantee returns Life insurance products offering exposure to underlying UCIs are sometimes referred to as life insurance wrappers. Life-insurance companies are required to provide certain information regarding the underlying investment fund(s) to investors before they invest. Luxembourg insurance supervisory authority (Commissariat aux Assurances CaA) Circular 08/1, as amended clarifies the rules applicable to unit-linked life insurance products. These products are not further covered in this Technical Guide. 1. Luxembourg investment funds 17

20 1.4. Organization of a UCI and its service providers This section outlines the typical organization of a UCI, summarizes the roles of the main service providers and outlines the factors impacting the choice of organizational model Typical organization of a UCI As part of the formation procedures of a UCI, several service providers must be appointed. The following diagrams show illustrative examples of the organization of UCIs; other models may be possible. Typical organization of a UCI UCITS AIF Common fund Initiator Common fund Depositary Common fund (FCP) Sponsor Portfolio manager UCITS management company Group/Third-party Administrator, registrar, transfer, domiciliation agent Depositary Paying agent(s) Auditor Distributors Portfolio manager Management company and AIFM (if applicable) Group/Third-party Administrator, registrar, transfer, domiciliation agent Prime broker Paying agent(s) Auditor Distributors Investment adviser Investment adviser Depositary Investment company which has not appointed a management company Sponsor Portfolio manager Investment adviser Self-managed UCITS investment company Board of Directors Administrator, registrar, transfer, domiciliation agent Depositary Paying agent(s) Auditor Distributors Initiator Portfolio manager Investment adviser Internally managed AIF investment company Board of Directors Administrator, registrar, transfer, domiciliation agent Prime broker Paying agent(s) Auditor Distributors Investment company which has appointed a management company Sponsor Portfolio manager Investment adviser Investment company Board of Directors Management company Group/Third-party Administrator, registrar, transfer, domiciliation agent Depositary Paying agent(s) Auditor Distributors Initiator Portfolio manager Investment adviser Investment company Board of Directors Management company and/or AIFM Group/Third-party Administrator, registrar, transfer, domiciliation agent Depositary Prime broker Paying agent(s) Auditor Distributors Key: : Appointed by Luxembourg investment funds

21 UCI service providers This section outlines the principal duties of the main service providers. The appointment of service providers is covered in Subsection 6.1.F.. Luxembourg investment funds 1 A. Sponsor, initiator or promoter For UCITS management companies, the CSSF may ask a sponsor to issue a letter of assurance (or sponsorship ), in which the sponsor commits to the CSSF, that the management company respects, and will continue to respect, the applicable prudential requirements (see also Section ). In practice, the sponsor will generally be the main shareholder of the management company, or a group entity to which the main shareholder belongs. The creator of a UCI is generally referred to in Luxembourg as the promoter in the case of 2010 Law UCIs and the initiator in the case of SIFs. These terms are not defined in Law. A promoter is required for a 2010 Law Part II UCI which is not managed by a UCITS (Chapter 15) management company. The initiator or promoter generally plays one or more important roles in the activity of the UCI. For example, the initiator or promoter may: Be the portfolio manager or adviser Play a role in the oversight of the activity of the UCI, generally by being represented on the Board of Directors of the UCI or its management company and/or Alternative Investment Fund Manager (AIFM) Be a shareholder of the management company Play a role in the distribution of the UCI The role of sponsor of a Chapter 15 management company replaces the role of promoter of a UCI managed by a UCITS management company (see Chapter 6). See also Sections and B. Management company or AIFM Management companies and AIFM are companies that manage UCIs. Management includes, in general, portfolio management, administration and distribution. A common fund (FCP) must be managed by a management company. An investment company can appoint a management company or an AIFM, or manage itself (see also Section and Chapter 6). C. Portfolio manager The portfolio manager manages the UCI (or certain of its compartments) with respect to the investment, divestment and reinvestment of the assets of the UCI. It is a delegate of the UCI or of its management company. D. Investment adviser The investment adviser advises the portfolio manager, the management company or the UCI itself with respect to the investment, divestment and reinvestment of the assets of the UCI. It does not make decisions. E. Administrator The administrator is, inter alia, responsible for keeping the accounting records of the UCI, calculating the NAV, assisting in preparing the financial statements, and acting as a contact with the CSSF and the independent auditor 43. Administration is further discussed in Chapter 8. F. Registrar and transfer agent The registrar and transfer agent is responsible for keeping the principal register of shareholders or unitholders of the UCI, and for arranging the issue, transfer, allotment, conversion, subscription, redemption and/or purchase and sale of shares or units of the UCI (see also Chapter 8). 43 In this Technical Guide, we use the term Independent auditor for Approved statutory auditor 1. Luxembourg investment funds 19

22 G. Domiciliation agent The domiciliation agent provides the registered office of the UCI. It is responsible for providing office accommodation and other facilities to the UCI, keeping all correspondence of the UCI, and arranging payment of bills on behalf of the UCI (see also Chapter 8). H. Distributor Distributors are intermediaries who perform one or both of the following activities: Actively market the shares or units Receive subscription and redemption orders as appointed agents of the UCI See also Section I. Nominee Nominees act as intermediaries between investors and the UCI of their choice. See also Section J. Market maker Market makers are intermediaries participating on their own account and at their own risk in subscription and redemption transactions of UCI shares or units. See also Section K. Depositary The depositary is, inter alia, responsible for the safekeeping of the assets of the UCI, and for the dayto-day administration of the assets (e.g., receipts, sales, dividends), based on instructions received from the asset managers or management company (unless they conflict with the constitutional document). It also plays an oversight role (see also Chapter 9). L. Prime broker A prime broker is an entity subject to prudential regulation and ongoing supervision, which: Offers one or more services to professional investors primarily to finance or execute transactions in financial instruments as counterparty May also provide other services such as clearing and settlement of trades, custodial services, securities lending, customized technology and operational support facilities 44 (see Section 9.8.) M. Paying agent The paying agent arranges for payment of distributions made by the UCI. A paying agent may be required in each country where the UCI is distributed. Generally, the depositary and its network will provide paying agent services (see Section ). Paying agent is a term used differently in the context of the EU Savings Directive (see Section ). N. Independent auditor The financial statements of a UCI must be audited by a Luxembourg independent auditor (réviseur d entreprises agréé see Section ) Organizational model considerations The choice of organizational model for the UCI, its management and service providers will depend on a number of factors, including: The basic structure of the UCI Preference for a group entity or a third party The other fund ranges of the group. Where the group has fund ranges in multiple jurisdictions, it may consider cross-border management Service provider considerations 44 Based on the AIFM Directive and AIFM Law definition of a prime broker Luxembourg investment funds

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