Independent Administration & Management for Luxembourg Investment Vehicles

Transcription

1 Independent Administration & Management for Luxembourg Investment Vehicles

2 Our Group pandomus, founded in 2009, offers as a professional of the financial sector (PSF) high-end & tailor made Luxembourg company domiciliation, corporate, accounting and administration services for both, regulated and unregulated entities. pancura, sister company of pandomus, is an independent, privately owned Luxembourg based Management Company. pancura was incorporated in 2013 and qualifies as an alternative investment fund manager (AIFM) with focus on Real Estate and Private Equity Funds. Both, pandomus and pancura, are subject to the supervision of the Commission de Surveillance du Secteur Financier (CSSF) and obtained the respective licences. Together or stand-alone pandomus and pancura form a turnkey ready platform solution for investment managers seeking for support to realize their investment strategy. 2

3 Our People The partners are experienced professionals and have in average about 20 years of accounting, NAV calculation, fund structuring and administration practice. They have been involved in the set-up, business integration and subsequent service deliverables of Luxembourg investment vehicles since The dedicated team of qualified accountants, fund managers, lawyers, chartered surveyors and qualified auditors has been recruited from major central administration and audit firms and thus combines in depth experience of divers investment vehicles with their operational knowledge of setting up, launching and administering those vehicles over their life cycles. Spoken languages: 3

4 Our Philosophy The group is owned by resident private individuals who combine seasoned industry experience with a solid, independent financial background. Our activity is not driven by return focused expectations of a private equity house, but follows a sustainable long term business philosophy based on partnering with our clients and other 3 rd party service providers. We see us as a complementary element in the value chain of a Luxembourg Investment Vehicle. 4

5 PANDOMUS/PANCURA Ownership Structure Charles Meyer Partner John Wantz Partner Martine Grün Partner Sven Rein Partner PANDOMINION S.A. PANDOMUS S.A. PSF PANCURA S.A. AIFM Central Administration Domiciliation Portfolio Management Risk Management Corporate Accounting / Consolidation Tax Compliance Valuation Services Regulatory Reporting 5 Corporate Secretarial Independent Directorship Marketing / Distribution Support Fund Set-up Support

6 Independent Luxembourg Company offering high-quality corporate services

7 Our Services Central Administration Company Domiciliation & Assistance in regard to Office Rental Accounting & Consolidation (LuxGAAP / IFRS / EVCA / INREV) Experienced Independent Directors (SIF & SICAR) Corporate Secretarial Tax Compliance (Corporate Tax & VAT) Incorporation and Liquidation of Companies 7

8 Our Coordination Services CLIENT Bank / Depositary Auditor Third-party Service Providers Tax Advisor 8 Lawyer Regulator

9 Our Expertise Real Estate Private Equity & Venture Capital Intellectual Property (IP) Structures Finance Companies Partnership Structures Securitization Companies Middle Office Functions Liquidation Services 9

10 The Vehicles Less regulated Law of August 10, 1915 Law of May 11, 2007 Soparfi / Special Partnership More regulated Law of February 13, 2007 Law of June 15, 2004 Law of March 22, 2004 Securitization SPF More flexible SICAR Law of December 17, 2010 SIF UCITS UCI Part II Serviced by Pandomus Not serviced by Pandomus 10 Less flexible

11 Our Clients Listed multinational Companies Real Estate Companies Private Equity and Venture Capital Firms Financial Institutions Insurance Companies Investment and Pension Funds Private Companies High Net Worth Individuals Family Offices 11

12 Our Commitment As demonstrated by our affiliation to the respective industry bodies Association of the Luxembourg Fund Industry The Luxembourg Fund Labelling Agency Royal Institution of Chartered Surveyors Luxembourg Private Equity & Venture Capital Association LuxReal Real Estate Association of Luxembourg gif - Gesellschaft für Immobilienwirtschaftliche Forschung e.v. 12

13 Our Systems SigmaConso Mona Group Reporting for consolidation Trax Accounting for corporate accounting and NAV calculation Trax Shareholder for TA (shareholders & commitment register) Quadram TempoGest for corporate records CDDS for KYC compliance Datagest efiscalease for tax compliance DataCenter and Cloud Services from Post 13

14 The Difference It's not enough that we do our best; sometimes we have to do what's required. Sir Winston Churchill ( ) Independent - no conflict Multicultural company Pro-active company directorship Modular service approach Experience and knowledge in serving the most demanding clientele An ownership structure which allows our culture to be aligned with that of our clients 14

15 PANDOMUS your contacts Charles Meyer Partner Mobile (+352) Direct (+352) Charles has extensive experience with administering both regulated and unregulated Luxembourg companies investing into Private Equity and Real Estate, as well tax optimization schemes. Charles is a Luxembourg national and resident, and is fluent in Luxembourgish, English, French and German. John Wantz Partner Mobile (+352) Direct (+352) john.wantz@pandomus.lu John has a confirmed expertise in the banking industry and specializes in the administration of both, regulated and unregulated, Luxembourg Private Equity, Real Estate and Infrastructure fund vehicles. John is a Luxembourg national and resident and speaks Luxembourgish, English, French and German. Martine Grün Partner Mobile (+352) Direct (+352) martine.grun@pandomus.lu Martine has gained valuable experience in regulated real estate and private equity structures in her career and has a proven experience in consolidation & IFRS. Having Luxembourgish nationality, Martine is fluent in Luxembourgish, German, French and English. Sven Rein (MRICS) Partner Mobile (+352) Direct (+352) sven.rein@pandomus.lu Sven is Real Estate Economist and Member of the Royal Institution of Chartered Surveyors. Having worked as Real Estate Fund Manager for a major German Asset Manager and jointly developed the Real Estate Administration Business for BBH in Luxembourg, he gained in depth industry experience. Sven acts as Independent Director. He is a German national, resident in Luxembourg and is fluent in German, English and French. 15

16 16 Independent AIFM for Real Estate and Private Equity Funds

17 PANCURA a complementary partner CLIENT (Initiator) Distributor Investment Manager / Advisor (CLIENT) Transfer & Registrar Agent Depositary 17 Central Administrator

18 PANCURA our services Portfolio Management Risk Management Marketing/Distribution support (EU Marketing Passport) Regulatory Reporting Valuation Services Fund Set-up & Launch support 18

19 Qualified Advisory AIFM one possible service model - PM & RM (I) Delegation & supervision Delegates & Service Providers Delegation Distributor(s) Investors/Limited Partners PANCURA - AIFM Portfolio Management Risk Management Compliance Regulatory Reporting Assignment GP (Initiator) AIF Investment Advisory Agreement Investment Advisor Holding Company (SPV) Registrar and Transfer Agent External Valuer(s) Central Administrator Investment Proposal Depositary Asset Asset Asset Investment Committee AIFM/GP/LP Representatives Paying Agent Auditor 19

20 AIFM one possible service model - RM (II) Delegation & supervision Delegates & Service Providers Delegation Distributor(s) Investors/Limited Partners PANCURA - AIFM Risk Management Compliance Regulatory Reporting Assignment GP (Initiator) AIF Delegation of Portfolio Management Investment Advisory (Performed by Initiator) Holding Company (SPV) Registrar and Transfer Agent External Valuer(s) Central Administrator Depositary Asset Asset Asset Paying Agent Auditor 20

21 AIFM one possible service model - Delegated RM (III) Delegation & supervision Delegates & Service Providers Delegation Distributor(s) Investors/Limited Partners AIFM (Initiator) Portfolio Management Compliance (Regulatory Reporting) Assignment GP (Initiator) AIF Investment Advisory Agreement Investment Advisory (Performed by Initiator) Holding Company (SPV) Registrar and Transfer Agent External Valuer(s) Central Administrator Depositary Asset Asset Asset PANCURA Risk Management (Regulatory Reporting) Paying Agent Auditor 21

22 Portfolio Management The Investment Advisor is responsible for the strategy of the AIF, but pancura will: Closely cooperate and partner with the Investment Advisor; Review and execute the investment strategy; Monitor and review the investment process; Assess investment compliance with the agreed investment strategy; Supervise delegated functions. 22

23 Risk Management pancura assists AIF s in performing the following tasks: Analysing and defining the risk profile of the AIF; Reviewing and implementing risk management policies; Ongoing risk monitoring on asset and portfolio level; Monitoring the investment process to be in line with the AIFMD; Reviewing valuation process and the valuation policy. pancura takes over the following tasks & responsibilities: Regular stress testing of the liquidity risk of the AIF; Initial due diligence and ongoing monitoring of 3 rd party service providers; Providing a comprehensive summary risk report prior to any transaction (investment, disposal). 23

24 Valuation Services pancura will be responsible for the proper valuation of the AIF and its underlying assets and will therefore: Establish the valuation policy and review the valuation process; Ensure the independent valuation of the AIF s assets; Supervise the NAV calculation process; Select, appoint and monitor the external valuer(s)/appraiser. 24

25 Marketing & Distribution Services The AIFM Directive changed the landscape of distribution/marketing of AIFs within the EU: pancura will support the notification process for the distribution of the AIF within the EU; The AIF will benefit from pancura s EU Marketing Passport ; pancura could even act as the Global Distributor for the AIF being in charge of the coordination of the distribution; pancura may support clients in identifying & monitoring distributors in the EU and other markets. 25

26 Fund Launch Support The fund launch process can be a cumbersome process as various parties are involved in preparing the fund launch: pancura supports clients by applying a stringent project management discipline during the set-up phase of the fund; a dedicated project manager will be assigned to the project; a fund launch plan will be maintained capturing the major milestones as well as the essential steps; pancura could also help you in the selection process of the necessary service providers for the fund. 26

27 Legal Operational Policies and Procedures CSSF filing The AIFs duties supported by PANCURA - Review of legal documentation such as: Prospectus, AIFM Agreement, Depositary Agreement, Investment Advisory Agreement, Distribution Agreements, Central Administration Agreement, - Adjustment of the investment process to comply with regulatory requirements - To further strengthen the risk management process - Liaising with all service providers and adapting the operating guidelines - Review and adjustment of policies e.g. risk management, remuneration, valuation policy, conflict of interest, - Review and adjustment of relevant procedures e.g. monitoring of the delegates and the 3rd party service providers - Preparing and coordinating the CSSF filing with the AIF s Legal Counsel 27

28 PANCURA as 3 rd party AIFM Complementary but essential services to our clients No conflicts of interests with other group entities Benefit from the expertise of specialists coming from the industry Comply with the regulatory reporting requirements Cost effective solution to comply with the AIFMD 28

29 PANCURA your contacts Sven Rein (MRICS) Managing Partner Mobile (+352) Direct (+352) Sven Rein has been Managing Director at BNP Paribas Real Estate Investment Management in Luxembourg responsible for Business Development and the establishment of their AIFM. From 2006 to 2012 he was Vice President and Member of the REIF Executive Team at Brown Brothers Harriman in Luxembourg, responsible for Business Development of Real Estate Investment Fund Administration in Europe. Prior to that, he worked for the Deka Group in the real estate financing as well as Real Estate Fund Manager for institutional investors. Sven also holds diverse Independent Director positions on boards of real estate funds, is a Real Estate Economist, MRICS and fluent in German, English and French. Frederik Leser (MRICS) Director - Operations Mobile (+352) Direct (+352) frederik.leser@pancura.lu Frederik Leser has been a Fund Manager at Deka Immobilien in Germany responsible for a Pan European Real Estate Investment Fund distributed to institutional investors. In 2007 he joined Brown Brothers Harriman in Luxembourg as Client Service Manager and Business Integration Manager for REIFs. Frederik is a MRICS since He is fluent in German, English and French. Stephanie Schalburg Director Legal & Corporate Governance Mobile (+352) Direct (+352) stephanie.schalburg@pancura.lu Stephanie Schalburg, a qualified German lawyer, has worked for private equity and real estate clients in various functions. Amongst others she was involved in the day-to-day management of PE structures at Sal. Oppenheim and Deutsche Bank. She also works for our sister company Pandomus (PSF) where she is in charge of the corporate function for real estate and private equity structures. Stephanie is fluent in German and English. Dirk Hanss (FRM) Risk & Compliance Officer Mobile (+352) Direct (+352) dirk.hanss@pancura.lu Dirk Hanss has been active in the European fund industry since Amongst others he has implemented risk management functions for asset managers within Deutsche Bank, Citigroup and Assenagon. Through his tenure he was working as Risk Manager for UCITS and alternative investment fund structures such as hedge funds, REIFs and Private Equity Funds. Dirk is a holder of the FRM (GARP). Dirk speaks German and English. 29

30 121, avenue de la Faïencerie L-1511 Luxembourg Tel (+352) Fax (+352) , avenue de la Faïencerie L-1511 Luxembourg Tel (+352) Fax (+352)