sponsors media partners

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2 sponsors media partners

3 Paul Steinmetz Ambassador of the Grand Duchy of Luxembourg to China

4 Bruno Lee Chairman HKIFA

5 Marc Saluzzi Chairman ALFI

6 US$ 3.7 trillion in assets under management (AUMs) 14,000 funds and sub-funds sold in 70 countries

7 Total net sales US$ 300 billion US$ 240 billion in 2013 = 47% of European total

8 100 new fund promoters in Luxembourg every year

9 a) To date 250 AIFM applications to Luxembourg Regulator b) UCITS V directive approved c) MIFID II and PRIPs approved d) New regulations affecting Money Market Funds (MMF) - represent more than15% of European funds assets under management

10 Priorities 1) Explain and protect the concept of regulated funds; UCITS and AIFs, 2) Help Alternative fund managers and institutional investors leverage AIFMD, 3) Innovate in the area of Responsible Investing (RI), 4) Promote and facilitate cross-border distribution in existing and new markets, 5) Switch from a fund domicile only to a fully-fledged international fund servicing centre,

11 Focus on the investor: Key messages from Luxembourg Freddy Brausch, Partner, Linklaters LLP, Luxembourg Claude Kremer, Partner, Head of Investment Management, Arendt & Medernach, Luxembourg

12 Agenda The new European context Infrastructure Products Distribution 12

13 The new European context

14 The new European Commission Key Portfolios in the new European Commission President Jean Claude Juncker Vice-Presidents First Vice-President for Better Regulation Frans Timmermans Jobs & Growth Jyrki Katainen Energy Union Maroš Šefčovič Digital Single Market Andrus Ansip COMPETITION Margrethe Vestager >Antitrust >Cartels >Mergers >State aid INTERNAL MARKET Elżbieta Bieńkowska >Industry >Services >Entrepreneurship >SMEs CLIMATE & ENERGY Miguel Arias Canete >Climate change >Renewable energy >Energy efficiency >Single market for gas and electricity FINANCIAL SERVICES Jonathan Hill >Financial Stability >Capital Markets Union TRADE Cecilia Malmström >Transatlantic Trade and Investment Partnersip (TTIP) >Trade in Services Agreement (TISA) DIGITAL ECONOMY Günther Oettinger >Digital single market >Data protection >Cloud computing >Cyber security 14

15 The new European context On top of the EU Commision s agenda On 16 December, the European Commission adopted its Work Programme for 2015, which sets out the actions that the Commission intends to take over the next 12 months. The 2015 programme includes 23 initiatives that the Commission is committed to delivering in 2015; a list of 80 withdrawals or modifications of pending proposals; and a list of proposals and existing legislation that will be reviewed and amended to remove regulatory burdens. The headline plans for 2015 include: Investment Plan for Europe Implementing the 315bn investment plan to boost the real economy and create jobs and growth Digital Single Market Package Creating the conditions for a vibrant digital economy and society by complementing the telecommunications regulatory environment, modernising copyright rules, simplifying rules for consumers making online and digital purchases, enhancing cyber-security and mainstreaming digitalisation European Energy Union Taking action to ensure energy supply security, integration of national energy markets, reducing energy demand in Europe, and promoting green technology A Fairer Approach to Taxation: An Action Plan on efforts to combat tax evasion and tax fraud, including measures at EU level in order to move to a system on the basis of which the country where profits are generated is also the country of taxation; including automatic exchange of information on tax rulings and stabilising corporate tax bases Deeper Internal Market: Including an action plan for improving the financing of the economy through more efficient market-based financing instruments including work towards a framework for high quality securitisation - Capital Markets Union 15

16 Infrastructure

17 Infrastructure UCITS depositaries: UCITS V Directive What is it about? Rules on depositary s duties: safekeeping, cash monitoring, oversight Rules on delegation of custody Strict liability in case of loss of a financial instrument held in custody What is the status? September 2014 : Entry into force of the Directive December 2015: CSSF Circular anticipating the UCITS V Directive March 2016: Applicable in all Member States What does it mean to you? Harmonisation across Europe of depositary function Need to review depositary agreements 17

18 Infrastructure Managers remuneration: UCITS V Directive What is it about? New rules inspired by AIFMD on remuneration paid by to senior management and other risk takers Implementation of a remuneration policy Conditions imposed on variable remuneration Disclosure in the annual report Proportionality principle: certain provisions may not apply What is the status? September 2014 : Entry into force of the Directive March 2016: Applicable in all Member States What does it mean to you? Need to review remuneration policy 18

19 Products

20 Products ESMA Guidelines on ETFs and other UCITS issues What is it about? ETFs, index-tracking funds, derivatives, investment techniques and collateral management More transparency and investor protection Addresses some of the EU Commission s concerns identified in the so-called UCITS VI Consultation What is the status? February 2013: Entry into force of the Guidelines August 2014: update of provisions on collateral diversification What does it mean to you? Amendments of prospectus Harmonised rules for collateral management Possible shift in terms of UCITS products 20

21 Products UCITS investing in China What is it about? QFII and Open-Ended China Funds R-QFII quotas Stock Connect What is the status? Available to Luxembourg UCITS What does it mean to you? Broad range of possibilities to invest in Chinese assets 21

22 Products European Long Term Investment Fund (ELTIF) What is it about? New EU Regulation on long-term investment funds Sub-category of EU AIF, to be managed by EU AIFM Product regulation with detailed investment criteria Available to retail investors EU passport What is the status? Final regulation expected January 2015 What does it mean to you? New product label EU retail passport for alternative fund product 22

23 Products EuSEF AND EuVECA What is it about? New EU Regulations on social entrepreneurship funds (EuSEF) and venture capital funds (EuVECA) Compatible with AIFMD regime Available to professional clients and HNWI EU marketing passport for managers of EuSEF and EuVECA What is the status? July 2013: Entry into force What does it mean to you? New product labels EU marketing passport (professional clients and HNWI) 23

24 Products Money Market Funds What is it about? Reduction of impact of investor runs in times of financial stress New rules on eligible investments, risk management, valuation Specific requirements for constant NAV funds (key political issue) What is the status? Ongoing political discussions Final regulation expected Q What does it mean to you? New product label Future of constant NAV European MMF? 24

25 Distribution

26 Distribution MiFID II and MiFIR What is it about? Investor protection Inducements Independent advice Changes to the execution only regime What is the status? July 2014: Entry into force January 2017: Applicable in all Member States What does it mean to you? Changes to fee structures (clean of commission share classes) Changes to distribution of product (not necessarily execution-only ) 26

27 Distribution PRIIPs What is it about? Information to retail investors on certain packaged products Investment and insurance-based products Defined content and layout What is the status? December 2014: Entry into force December 2016: Applicable in all Member States UCITS: grandfathering period until end 2019 What does it mean to you? Level playing field across the relevant financial sectors Better investor understanding 27

28 Distribution Review of EU anti-money laundering regime What is it about? Know your customers Risk based approach Applicable to funds, management companies, transfer agents, distributors What is the status? Review of AML Directive: final stage of political discussions Two-year transition period expected What does it mean to you? More granularity in risk assessment 28

29 Thank you. 29

30 Regulated alternative funds under AIFMD: The Luxembourg fund industry solutions Moderator: Panelists: Georges Bock, Partner, KPMG, Luxembourg Valérie Arnold, partner, PwC, Luxembourg Steve Bernat, Director, Member of the Executive Committee, Lemanik Asset Management S.A., Luxembourg Chris Edge, Managing Director, Head of HSBC Securities Services, Luxembourg

31 AIFMD Non-EU Managers Introduction Directive UCITS AIF Product Manage r Luxembourg 1886 part I UCI 435 part II UCI Luxembourg 165 authorized AIFMs 561 registered AIFMs/AIFs 1

32 AIFMD Non-EU Managers Scope and background Scope for Non-EU AIFM Which Non-EU AIFM fall under the scope? Non-EU AIFM managing EU AIF Non-EU AIFM managing and marketing Non-EU AIF in the European Union Background What is an AIF? Any UCI other than UCITS which 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 Who is the AIF Manager (AIFM)? Legal person whose regular business is managing one or more AIFs An entity performing either portfolio management and/or risk management is managing an AIF and must seek authorisation as AIFM In addition, an AIFM may also perform other functions such as administration, marketing or activities related to the assets of AIF UCITS management companies can obtain an additional AIFM licence Which types of AIFMs exist? ꞌexternal AIFMꞌ = legal person appointed by or on behalf of theaif ꞌself-managed AIFMꞌ = where the corporate legal form allows it 2

33 AIFMD Non-EU Managers Types of AIFM Types of AIFM External AIFM: Structure AIF Depositary Ensure a Depositary is appointed AIFM Delegation Portfolio Management Risk Management Valuation Administrati on 3

34 AIFMD impact on the internal organisation of managers Cash flow monitoring Oversight, custody rules Liability regime Markets and instruments Illiquid assets, actual riskprofile and risk management tools Results of stress tests Leverage Systemic risk information Externally managed: EUR when more thaneur 250 mln AUM, 0,02% over this, capped on EUR 10 mln Transparency Capital requirements Depositary Delegation AIFMD Risk and liquiditymanagement Valuation Remuneration Conflict of interest Functionally and hierarchically separate Due diligence investments Limits on leverage Stress tests Includes senior staff incl. Senior management, portfolio manager and functions with an impact on risk profile Multi year framework, and variable elements, at least 40% deferred over 3 to 5 yrs Policy Objective reasons No letterbox entity Co-operation agreement Monitoring role manager Guarantees for independent valuation Functional independent from portfolio management 4

35 AIFMD Non-EU Managers ESMA advice on AIFMD-Passports for Non-EU AIF/AIFM AIFMD - Passports In 2015 AIFMD - Management Passport AIFMD Marketing Passport Non-EU Managers Non-EU Managers 5

36 AIFMD Non-EU Managers Marketing Two Options Marketing AIF in the EU Option 1: AIFMD-Passport Option 2: Period of coexistence Private Placement 6

37 AIFMD Non-EU Managers Marketing - Private Placement Marketing in the EU Marketing AIF in the EU: AIFMD-Passport vs. Private Placement Private Placement Regimes AIFMD- Passport Very restricted Not permitted

38 Considerations when using a third party EU AIFM Ability to benefit from the passport No need to set-up scratch Leverage of existing scale Fulfilment of regulatory requirements Compliance with local rules and laws Flexible models Continued investment in infrastructure Focus on value-added services Local partner, who knows the market 8

39 Depositary services Enhancing investors protection Model changes to implement AIFMD Pre-AIFMD depositary model AIFMD compliant depositary model Oversight Oversight Conflicts of Interest Conflicts of Interest Custody Custody of Financial Instruments Ownership Verification of other assets Custody of all other assets 9

40 Depositary Liability Strict Liability applies: Loss of asset held in Custody Loss of asset held by third party under delegation by Depositary Consequence: Return of financial instrument, same type & value Restitution without undue delay General Liability applies: All other losses resulting from negligence, wilful misconduct Discharge of liability: Must be objective reasons Assets must be held by third party appointed by AIFM Subject to written contract explicitly transferring liability Typically applies to Prime Broker arrangements, or where country specific laws require assets held by local entity Investors informed in each case 10

41 Reverse burden of proof - restitution obligation decision tree A loss due to an accounting error or an operational failure at the depositary or it s sub-custodian would be considered an internal event A fraud which would have taken place in one of the sub-custodians, the depositary would be held liable on similar grounds In the event of insolvency of the sub-custodian the assets should not be deemed lost until it is clear they are not recoverable No No return of Financial Assets Step 3 Step 1 Is the event external? Yes No Step 2 Is the event beyond the reasonable control? Return Financial Assets Yes No Could the consequences have been avoided with reasonable effort Return Financial Assets Yes Return Financial Assets 11

42 Depository Duty Safekeeping or Verification AIF SICAV SIF IN CUSTODY OUT OF NETWORK IN DEPOSITORY BANK CUSTODY NETWORK PRIME BROKER INVESTMENTS IN OTHER UCI s DEMATERIALISED UNLISTED OTC / COLLATERAL CASH EXOTIC / PHYSICAL NOMINEE / OMNIBUS DIRECTLY REGISTERED DEPO BANK NETWORK PRIME BROKER NETWORK INTEREST REGISTERED IN NAME OF AIF FUNGIBLE NO SEGREGATION SEGREGATED IN NAME OF AIF IN NAME OF DEPOSITORY DEPOSITORY LIABLE FOR LOSS IN NAME OF AIF DEPOSITORY DUTY TO VERIFY VERIFIED VIA BROKER STATEMENT & ADMINISTRATOR RECORDS IN NAME OF AIF SAFEKEEPING STRICT LIABILITY FOR LOSS SUPERVISE VERIFY OWNERSHIP $ ENSURE RECORDKEEPING NO STRICT LIABILITY 12

43 Example of an AIF Structure Real Estate Fund PENSION LP s LLC s SWF AIF RE PROPERTIES s.a.r.l AIF RE FUND DIRECT INVESTMENT SAFE KEEPING CASH MONITORING IN OUT COUNTRY s.a.r.l PROPERTY COUNTRY SPV s COUNTRY BV s DIRECT into PROPERTY VERIFY & RECORD KEEP 13

44 Conclusion Initial set-up problems solved Many marketing opportunities AIFMD is any easy way to get around Europe and once managers reach a critical mass - the benefits of passporting outweigh the cost of compliance It not only works, but it s also save (depositary rules, etc.) 17

45 Thank you. 45

46 sponsors media partners

47 Interview: Structuring your RQFII via Luxembourg Marco Montanari, Head of Passive Asset Management, Asia Pacific, Managing Director, Deutsche Bank AG, Hong Kong Richard Tang, Chief Executive Officer, ICBC Credit Suisse Asset Management (International) Company Limited, Hong Kong Interviewed by: Marc Saluzzi, Chairman, ALFI

48 UCITS update challenges around distribution Moderator: Panelists: Christopher Stuart Sinclair, Director, Deloitte, Luxembourg Denise Voss, Conducting Officer, Franklin Templeton, Luxembourg Rafael Aguilera, Executive Director, EY Luxembourg Gast Juncker, Partner, Elvinger, Hoss & Prussen, Luxembourg Siuchan Kwan, Director, Markets and Securities Services, Citi, Hong Kong

49 Current Distribution Trends Hong Kong 16 th January 2015

50 UCITS The main characteristics Collective investment scheme Investment in transferable securities subject to three conditions: > risk diversification > liquidity requirement > appropriate risk management EU Passport Investors: retail or institutional High level of supervision > UCITS, depositary, management company, administrator, auditor, etc. Management company must observe certain «substance» criteria Specific reporting and disclosure rules 2

51 UCITS Permitted investments (eligible assets) Transferable securities Shares in a company and other equivalent securities Bonds and other forms of debt securities Any other negotiable securities which carry the right to acquire those securities by subscription or exchange (eg: warrants, convertible securities) Generally need to be listed on an eligible market Additional criteria from eligible assets directive and other implementing texts Other eligible assets Money market instruments Bank Deposits Units of other investment funds Financial derivative instruments Structured products and financial indices 3

52 UCITS toolbox Corporate (SICAV) vs contractual (FCP) Single compartment vs umbrella structure Distribution - share classes Accumulation vs dividends (frequency of distribution) Distribution models Retail, institutional Currency alternative, hedged 4

53 UCITS Management Company Structure Fund Board of Directors Management Company Board of Directors M a n a g e m e n t C o m p a n y Conducting Officers Internal Committees M a n a g e m e n t C o m p a n y F u n c t i o n s Internal Audit Compliance Risk Management Investment Management D e l e g a t e d F u n c t i o n s Fund Administration Distribution A p p o i n t e d Depositary Bank b y t h e F u n d External Auditor Risk Management Framework (investment, counterparty, liquidity, operational, etc.) 6

54 UCITS Management Company Requirements CSSF Circular 12/546 requirements for UCITS management companies: Organisational Measures Independent compliance and internal audit functions Complaints handling, personal transactions, recordkeeping Identification, prevention, management and disclosure of conflict of interests Conduct of Business Rules Duty to act in the best interests of UCITS and investors Client order handling, reporting on subscriptions and redemptions to investors Best execution Enhanced Risk Management Process Updated Risk Management Process document Monitor and measure all risks Reporting to fund board directors and to the CSSF 7

55 UCITS risk management framework - introduction Scope of eligible investments (including OTC financial derivatives) enlarged since the implementation of the Luxembourg law transposing UCITS III: Necessity for UCITS to devote greater efforts and means to risk measurement and control Both European Regulator and the Luxembourg Regulator (CSSF) aim to strengthen investor protection mitigate counterparty risk and harmonize regulatory practices A Risk Management Process (RMP) shall be implemented by the Management Company so that all risks pertaining to UCITS under management can be identified, monitored and managed at all times 8

56 Risk Management Process - Framework and General Principles Each Management Company managing UCITS shall establish a Risk Management Process including the following components: 9

57 Luxembourg market share of foreign funds registered for distribution Austria 70% France 63% Germany 61% Switzerland 67% Bahrain 75% South Korea 96% Japan 59% Taiwan 76% Hong Kong 71% Singapore 69% Chile 66% Source: PwC Global Fund Distribution 2014 data as of 31 December

58 sponsors media partners

59 Workshop: practical know-how on setting up a Luxembourg alternative investment fund Georges Bock, Partner, KPMG Luxembourg Jessie Lam, Executive Director, Head of Distribution Channels CSOP Asset Management Ltd, Hong Kong Hervé Leclercq, Avocat à la Cour, Stibbe, Luxembourg

60 Product Landscape Level of regulation Restricted Asset Classes Limited Asset Classes All Asset Classes PE Asset Classes UCITS UCI Part II SIF Sicar SV Non-regulated AIF 6 0 All Asset Classes Structuring flexibility

61 Choice of Legal Forms SA société anonyme public limited liability company SCA société en commandite par actions corporate partnership SCS/p société en commandite simple / spéciale limited partnership SARL société à responsabilité limitée private limited liability company 6 1 FCP fonds commun de placement common fund Other corporate forms.

62 Structuring Summary (I) 2010 UCI Law 2007 SIF Law 2004 SICAR Law «Soparfi» Part I UCITS Part II UCI SICAV - SICAF Stand-alone or Umbrella 1915 Company Law: SA, SARL*, SCS/p*/SCA* * Not available under 2010 UCI Law ** always AIF *** potentially AIF

63 Product key regulatory features Key criteria UCITS UCIs SIF SICAR SOPARFI Target investors All All minimum investment threshold Professional & Qualified Professional & Qualified Professional & All Supervisory framework Retail - high Retail high Qualified - medium Qualified medium NA Investment restrictions (eligible assets) Eligible assets only All asset classes with restrictions CSSF Circular All asset classes CSSF Circular PE/VC only - Restricted - CSSF Circular NA 6 3 Risk diversification High Medium Low NA NA Leverage and Debt financing Restricted Restricted Flexible Flexible Fexible

64 Fund structuring overall model Institutional Texte à remplir investors (banks, pension funds, insurance companies, etc) Fund of funds Private individuals (HNWI) Family offices Corporates (e.g. Intel, Sony, SAP) Others (e.g. sovereign wealth funds) Limited Partners GP AIF 6 4 receives carried interest Acquisition Vehicle(s) Portfolio / Investee company 1 Manager / AIFM Acquisition Vehicle(s) Acquisition Vehicle(s) Portfolio / Investee company 2 Portfolio / Investee company 3...

65 Appendix Key considerations when structuring a Luxembourg PE/VC fund 6 5

66 Key consideration (I) Investor level considerations Fund + Manager level considerations 66 Investment level considerations

67 Key consideration (II) 67

68 Key consideration I structuring flexibility Choice of fund regimes (2010, 2007, 2004, 1915 ) Choice of management solutions (SuperManco, AIFM,..) Choice of service provider solutions 68 based on investor preferences based on manager preferences based on regulatory and tax constraints

69 Key consideration II investor protection based on supervisory authorisation and ongoing monitoring of product & manager based on regulated services provider infrastructure based on depositary function based on transparency requirements 69

70 Key consideration III tax neutrality fund is a pooling vehicle, either it is transparent or it provides tax neutrality permit same treatment whether direct or indirect investment permit look-through and preserve tax attributes or permit applicability of double tax treaties 70 shift taxation to investor country of residence permit VAT neutrality as per 6th VAT Directive (fund management services)

71 sponsors media partners

72 Thank you. 72

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