Welcome. H.E. Mr. Pierre-Louis Lorenz Ambassador of the Grand Duchy of Luxembourg in the Netherlands

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3 sponsors

4 Welcome H.E. Mr. Pierre-Louis Lorenz Ambassador of the Grand Duchy of Luxembourg in the Netherlands

5 Key investment fund and asset management regulatory matters, ALFI s position and viewpoint Marc-André Bechet Director Tax & Legal, ALFI

6 FACTS & FIGURES AS AT 31 DECEMBER 2014 EUR 3,095 BILLION 14,000 FUNDS/ SUB-FUNDS 18% GROWTH IN % MARKET SHARE IN EUROPE NET SUBSCRIPTIONS ACCOUNT FOR 52% 42% OF NET SALES IN EUROPE

7 AIFMD FIRST REFLECTIONS AIFMs: 183 AUTHORISED, 240 APPLICATIONS 603 REGISTERED UK, FRANCE, LUXEMBOURG No 3 REGULATED PRODUCT PASSPORT FOR DISTRIBUTION IN 11 COUNTRIES LIMITED PARTNERSHIPS: 420 LPs CIRCULAR ON TAX TREATMENT 3 RD COUNTRY PASSPORT

8 REGULATORY & TAX DEVELOPMENTS MiFID 2 PASSIVE FUNDS (ETFs) FINANCIAL TRANSACTION TAX BEPS (ACTION 6)

9 Thank you. Marc-André Bechet

10 Alternative investment fund structuring Moderator: Gilles Dusemon, Partner, Arendt & Medernach, Luxembourg Panellists: Rodrigo Delcourt, Counsel, Linklaters LLP, Luxembourg Mickael Tabart, Partner, KPMG, Luxembourg Christopher Stuart-Sinclair, Director, Deloitte, Luxembourg Nigel Williams, Chairman, Royalton Partners S.A., Luxembourg

11 Agenda We will NOT present statistics discuss the very basic structures and basic tax issues discuss the various product trends WE WILL: focus the session on the post-aifmd AIF/M structuring focus on the day-to-day AIFMD related governance & operational aspects discuss various hot topics: substance, delegation, valuation & reporting 13

12 AIF Product Structuring SA-SICAV-SIF SCA-SICAV-SIF SLP-SIF CLP-SIF FCP-SIF SA, SCA, CLP, SLP, Lux AIF AIFM (GP, ManCo, other)

13 AIF & AIFM Structuring : Structuring & Substance Governance Operations 15

14 Structuring Option (I): registered & authorised AIFM Lux. (group) GP (gérant?) * = AIFM Lux AIF Lux. (group) AIFM Substance here + gérant (?) Lux. Depositary Lux SPV Dutch (group) advisor/investment manager

15 Structuring Option (II): management passport within group set-up with Lux branch * = AIFM Lux AIF Lux. (group) GP (gérant) Dutch (group) AIFM Lux. Depositary Lux SPV Lux Branch London (group) advisor

16 Structuring Option (III): Lux Third Party AIFM * = AIFM Lux AIF Lux. GP (sponsor controlled) (=gérant or not) Lux. Third Party AIFM Substance (= gérant or not) Lux. Depositary Lux SPV Dutch advisor / investment manager (sponsor group)

17 AIF & AIFM Structuring : Structuring & Substance Governance Operations 19

18 LP Modernization: CLP & SLP Lux CLP/SLP GP (manager/ gérant) Lux SPV

19 New Governance Options: who does what? GP (gérant) Lux CLP/SLP/SCA ManCo (gérant) AIFM (gérant) Lux SPV Invest. Manager Invest. Adviser

20 AIF & AIFM Structuring: Structuring & Substance Governance Operations 22

21 Operations: AIFM PM RM Valuation Compliance

22 AIF & AIFM operations Impact of reporting: content & frequency Impact of delegation rules Impact of VAT regulations Impact of different asset classes on business model Impact of remuneration rules generally Impact of complex structures: co-investment AIF, master-feeder; advisory mode Impact of other operational issues

23 Questions & Answers

24 Thank you.

25 Coffee break

26 Current distribution trends covering traditional (UCITS) and alternative (AIFs) investment fund products Moderator: Gast Juncker, Partner, Elvinger, Hoss & Prussen, Luxembourg Panelists: Rafael Aguilera, Executive Director, EY, Luxembourg Christophe Saint-Mard, Partner, Global Fund Distribution, PwC Luxembourg Robert Smallegange, Head of Product Management and Development of Luxembourg Funds, ING Investment Management, The Hague

27 Product Innovations in relation to China

28 Quota QFII/RQFII Chinese constraints QFII China (Open-ended China funds) Remittance of investment capital within 6 months 3 months lock-up period Weekly remittance and repatriation Monthly repatriation cap (20% of fund s investment in PRC as at the end of previous year) RQFII (Open-ended funds) Quota to be effectively used within one year No lock-up period Daily remittance and repatriation No repatriation cap

29 Quota QFII/RQFII Luxembourg UCITS solutions RQFII quota QFII quota China A Shares Listed Bonds Bonds negotiated on the China Interbank Bond Market 100% of assets 100% of assets 100% of assets 35% of net assets in aggregate (soft limitation)

30 Quota QFII/RQFII Conditions imposed by the CSSF (RQFII) Quota QFII/RQFII - Conditions imposed by the CSSF (RQFII) 1. Market analysis (responsibility of the UCITS) 2. Risk management 3. Expertise of the Investment Manager 4. Information/disclosure on China investments & roles of sub-custodians 5. Liquidity

31 The Shanghai-Hong Kong Stock Connect Overview of the Program Northbound: investment in eligible China A Shares listed on the SSE Quota limitations Clearing links established by the HKSCC and ChinaClear Nominee arrangements: HKSCC in the nominee holder

32 The Shanghai-Hong Kong Stock Connect Requirements of CSSF for investmenst of UCITS through the Stock Connect Relevant disclosure in the prospectus Using a delivery versus payment settlement process The identity of the Hong Kong sub-custodian should be indicated to the CSSF Segregation of assets: Accounts opened by the Luxembourg depositary with the Hong Kong subcustodian are segregated at the level of UCITS sub-funds; or Structured as UCITS assets omnibus accounts of the Luxembourg depository with the Hong Kong sub-custodian

33 Summary of Luxembourg solutions RQFII quota QFII quota Stock Connect China A Shares 100% of assets 35% of net assets in aggregate 100% of assets (eligible China A Shares listed on SSE) Listed Bonds 100% of assets N/A Bonds negotiated on the China Interbank Bond Market 100% of assets N/A

34 Asset Flows

35 Distribution market growth in Europe A developed investment fund market EUR 6,479 billion in aggregate net assets UCITS: EUR 5,354 billion Non-UCITS: EUR 1,125 billion NO Data as at December 2014 FI SE GB DK IE NL PL Year to Date growth of local distribution markets BE LU DE CZ <-9% 9% -5% -1% 1% 5% >9% FR CHE LI AT HU Bubble scaling ca. EUR 500 b ca. EUR 250 b < EUR 50 b Data source: EY GFD analysis leveraging on Morningstar data PT ES IT GR

36 EUR billions Monthly net fund flows per asset class in Monthly net flows per asset class 01/ / / / / / / / / / / / / /2014 Equity Money Market Alternative Fixed Income Allocation Money Market Others Data source: EY GFD analysis leveraging on Morningstar data

37 Market share per asset class & investor type in 2014 Retail vs. institutional based on AuM 12/2014 6% 4% Allocation 15% 4% 8% 3% 28% 38% Alternative Equity Institutional Investors 23% Retail Investors 11% Fixed Income 34% Money Market 26% Other Data source: EY GFD analysis leveraging on Morningstar data

38 European market DNA in % European market DNA Market share per asset class based on AuM 12/2014 for selected European distribution markets 90% 80% 70% 34% 30% 44% 27% 34% 27% 42% 29% 36% 41% 32% 46% 43% 35% 42% 44% 60% 50% 40% 30% 20% 10% 0% 23% 27% 27% 29% 20% 26% 30% 26% 31% 27% 27% 30% 2% 29% 33% 31% 21% 19% 21% 10% 30% 11% 12% 6% 19% 12% 15% 12% 13% 11% 12% 13% 15% 13% 11% 11% 3% 1% 17% 13% 8% 9% 10% 18% 8% 7% 24% 15% 15% 16% 15% 18% 15% 17% 5% 10% 10% 10% 8% 11% 13% 7% 5% 2% DE FR GB IT CH ES SE LU NL IE AT NO DK BE FI PT Data source: EY GFD analysis leveraging on Morningstar data Equity Fixed Income Money Market Allocation Others

39 Investors profiles as at 12/2014 AuM per charges asset SRRI class buckets Data source: EY GFD analysis leveraging on Morningstar data

40 EUR billions UCITS net flows in 2014 per year of inception Net fund flows per year of inception (01/ /2014 ) Data source: EY GFD analysis leveraging on Morningstar data

41 Distribution trends

42 Distribution trends UCITS AND AIFMD: practical experiences of ING IM Product strategy is UCITS unless: All client groups can be targeted Fast access to market Well established brand in Asia and Latin America Most common strategies and asset classes qualify New kid on the block: AIFs Main distribution benefit is the notification for professional distribution which is largely harmonized, contrary to the previous private placement regimes Offering of non UCITS funds to retail remains as challenging as it was prior to the introduction of AIFMD May be qualified as complex products under MiFiD 2 Outside Europe, AIFMD is not well established as a brand and sometimes deterring asset managers from managing AIFs

43 Distribution trends Investment themes continue to be income / search for yield Investors continue to move to more risky and illiquid asset classes e.g. loans Multi Asset popular to provide income in well diversified way Increasing demand for distribution share classes with higher payment frequency Currency hedging and duration hedging remain popular, but future uncertain following ESMA discussion paper Divergence into passive and high conviction strategies Distributors outside NL and UK also start to show interest in zero rebate share classes in anticipation of MiFiD 2 Differentiation in fee levels is expected

44 Zero rebate environment in NL Distributors have seen their business models significantly change: Strong reduction in revenues for both advisory and execution-only Advisory fees introduced to partly compensate Pressure on lowering of advisory service levels for clients Fund distribution has become less important in product mix banks Banks (are starting to) offer their own funds More focus on ETFs/passive Clients tend to shy away from higher advisory fees moving them to execution only Asset managers react by expanding into direct distribution (e.g. FitVermogen, RobecoOne)

45 Changing distribution landscape

46 What is the impact of RDR on Distribution in the UK? Withdraw from advice in Retail Banking Channel Increased flows in executive only channel Advice gap was born Increased focus on fund charge and competition 1

47 Third party inducements MiFID II New general regime Inducements paid or received Definition Fee, commission or any non-monetary benefit that an investment firms pays, provides/is paid or provided in relation of the provision of an investment or ancillary service by/to the client Investment services or ancillary services Principle THIRD PARTY INDUCEMENTS ALLOWED IF Conditions Designed to enhance the quality of the service to the client Does not impair compliance with the firm s duty to act honestly, fairly and professionally in accordance with the best interests of its clients Existence, nature and amount (or method of calculating) disclosed to the client before prior to the provision of the investment or the service Where applicable, information to the client on mechanisms for transferring to the client the inducement 2

48 Third party inducements MiFID II New special regime Inducements received Definition Fee, commission or any non-monetary benefit that an investment firms pays, provides/is paid or provided in relation of the provision of an investment or ancillary service by/to the client Independent Investment advice Portfolio management Principle Exception BAN OF THIRD PARTY INDUCEMENTS RECEIPT Minor non-monetary benefits* ALLOWED IF *Defined in ESMA TA Conditions Capable of enhancing the quality of the service provided Of scale and nature such that they could not be judged to impair compliance with the firm s duty to act in the best interest of the client Clearly disclosed 3

49 Thank you.

50 Q & A 52

51 Responsible Investing: Interview Eric Holterhues Head of Socially Responsible Investment Triodos Investment Management, Amsterdam Interviewed by : Annemarie Arens General Manager LuxFLAG, Luxembourg

52 Buffet lunch

53 Real Estate round table Moderator: Joëlle Hauser, Partner, Clifford Chance, Luxembourg Panellists: Eef Verachtert, Senior Vice President, Brown Brothers Harriman (Luxembourg) S.C.A. Iris Baars, Depositary Coordinator, CBRE Global Investors EMEA, Luxembourg Maurits Cameraat, Director of Professional Standards, INREV, Amsterdam Gert-jan Meerkerk, Risk Manager/FVP, Prologis, Luxembourg

54 2014 ALFI Real Estate Funds Survey

55 Growth in Number of Luxembourg Real Estate Funds fund units Q1 Q2 Q Part II Institutional Funds / SIF Source: ALFI / CSSF (*) The number of single funds plus the sub-funds of umbrella funds 63

56 Net Assets under Management in Luxembourg Real Estate Funds EUR millions Q1 Q2 Q Part II Institutional Funds / SIF Source: ALFI / CSSF 64

57 Fund Launches by Strategy Type 100% 90% 80% 70% 60% 50% 50% 100% 29% 43% 13% 27% 18% 43% 27% 26% 40% 39% 36% 14% 19% 31% 14% 19% 28% 28% 20% 33% 6% 27% 40% 30% 20% 10% 25% 25% 28% 60% 39% 33% 35% 50% 50% 67% 44% 47% 67% 0% < June 2014 Opportunity Value-Added Core Source: ALFI REIF Survey 2014 NB: This graph shows the launch year of fund units that are included in the REIF Survey It is NOT a cumulative sequence. 65

58 Target Investor Groups 100% 90% 80% 70% 60% 50% 40% 94% 30% 20% 10% 0% 30% 20% 13% 9% Institutional HNW Individuals Private Bank Family Office Retail Source: ALFI REIF Survey

59 Investor Location 1 country 27% 11 + countries 5% 2-5 countries 49% 6-10 countries 19% Source: ALFI REIF Survey

60 INREV Investment Intentions Survey 2015

61 Target Allocation 42.5 Billion Targeting Global Real Estate Allocations to Rise with Few Exceptions Germany Sweden Taiwan Denmark China Japan France US Belgium UK Norway Australia Korea Canada Austria Singapore Switzerland Finland Netherlands Italy Current Allocation Source: INREV Investment Intentions Survey

62 Signs of Moving Further Afield Source: INREV Investment Intentions Survey

63 Fund Strategies Move Up the Risk Curve 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Core Value Added Opportunity Source: INREV Investment Intentions Survey

64 Challenges for Fund Managers Year Number 1 Number 2 Number Ability to achieve target returns Ability to achieve target returns 2013 Ability to raise capital Ability to invest capital at planned rate Ability to raise capital Ability to achieve target returns 2012 Ability to raise capital Ability to secure financing 2011 Ability to raise capital Length of time taken to market and close fund 2010 Ability to raise capital Ability to secure financing Availability of suitable products Availability of suitable products Length of time taken to market and close fund Length of time taken to market and close fund Ability to manage existing debt exposure Ability to manage existing debt exposure Source: INREV Investment Intentions Survey

65 Real Estate Products: Current Trends and Marketing Aspects

66 The Luxembourg Limited Partnership LPs are commercial companies with (Common LP) or without legal personality (Special LP) Limited number of mandatory rules (voting, economic rights and governance) SIFs and SICARs can be formed as LPs (also with variable share capital) Contribution in cash or in kind (even in services) Partnership interest can be either securities or organised by capital accounts Transferability and redemption of LP interests are governed by LP agreement Issues and redemptions not necessarily at NAV Partnership register, identity of LP does not need to be published Management by GP or 3 rd party manager (never LP) LPs may perform internal management acts (advice, control and supervisory measures without losing limited liability) Direct recourse of 3 rd parties against LPs abolished Full tax neutrality and tax transparency 74

67 AIFM Case Studies Corporate BV AIFM BV AIF GP AIF GP Corporate Sàrl Cayman AIF AIF AIFM Sàrl AIF GP AIF GP AIF AIF 75

68 AIFM Case Studies Current Regime AIFM AIF SIF Marketing in EU Since 2013 (art. 31, 32): Management authorisation of the EU AIFM required EU passport only Some countries require additional payments and forms (i.e. GER, FRA) No national private placement rules (NPPR) All AIFMD provisions apply Notification on marketed AIFs to authority of home member state Since 2013: No Marketing in EU Management authorisation of the EU AIFM required No EU passport All AIFMD provisions apply No notification on marketed AIF 76

69 AIFM Case Studies Marketing in EU No Marketing in EU AIFM Stricter rules may be imposed by member states : NPPR (no EU passport) subject to (art. 36): Management authorisation of the EU AIFM required All AIFMD provisions apply, except depositary requirements ( depo lite ) Partial 3 rd country rules: - Cooperation agreements - FATF compliance Even if no marketing in the EU (art. 34): Management authorisation of EU AIFM required All AIFMD provisions apply, except annual report and depositary requirements Appropriate cooperation agreements Cayman Cayman AIF : Management authorisation of the EU AIFM required Dual marketing: - NPPR (art. 36) + All AIFMD provisions except depositary + Partial 3 rd country rules; or - EU passport (art. 35) + All AIFMD provisions + All 3 rd country rules (cooperation agreements; FATF compliance; OECD model tax convention) + Marketing notification Even if no marketing in the EU (art. 34): Management authorisation of EU AIFM required All AIFMD provisions apply, except annual report and depositary requirements Appropriate cooperation agreements 2018: NPPR may be abolished and EU passport will apply 77

70 AIFM Case Studies Depo Lite at a Glance Private Placement in EU AIFM Cayman AIF Depo Lite Requirements Liability Art. 36(1)(a) AIFMD Art. 21(7), (8), (9) AIFMD Compliance to the complete AIFMD depositary regime is not required However AIFM should appoint a depositary to ensure certain key functions: cash monitoring safe-keeping of assets oversight It is not required that the depositary qualifies as credit institution or investment firm is a single entity, several depositaries are allowed is located in the home member state or in the MSR of the AIFM or in the state of the AIF In the case of a loss of a financial instrument held in custody, the depositary is not statutory liable to the investors since the mandatory liability of the depositary according to Art. 21(12) AIFMD is not applicable. 78

71 AIFM Case Studies AIFM Stricter rules may be imposed by member states AIF Cayman SIF Marketing in EU : NPPR (no EU passport) subject to (art. 42): AIFMD provisions on transparency (annual report, pre-disclosure to investors), reporting to regulator(s) and controlling interests Partial 3 rd country rules: - Cooperation agreements - FATF compliance : Management authorisation of the non-eu AIFM required (art. 37) Nomination of MSR + Legal representative + All 3 rd country rules Dual Marketing: - NPPR (art. 42) + AIFMD provisions on transparency, reporting and controlling interests + Partial 3 rd country rules; or - EU passport (art. 39) + All AIFMD provisions + All 3 rd country rules + Marketing notification No Marketing in EU Management structure not impacted by AIFMD until 2015 All AIFMD provisions apply in 2015 due to management authorisation of the non-eu AIFM even if no marketing in the EU (art. 37) Nomination of MSR + Legal representative All 3 rd country rules apply 2018: NPPR may be abolished and both management authorisation of non-eu AIFM and EU passport will apply 79

72 AIFM Case Studies Marketing in EU No Marketing in EU : NPPR (no EU passport) subject to (art. 42): Stricter rules may be imposed by member states AIFMD provisions on transparency, reporting and controlling interests Partial 3 rd country rules: - Cooperation agreements - FATF compliance Management structure not impacted by AIFMD AIFMD does not apply AIFM Cayman Cayman AIF : Management authorisation of the non-eu AIFM is accessible (art. 37) nomination of MSR + Legal representative + All 3 rd country rules Dual Marketing: - NPPR (art. 42) + AIFMD provisions on transparency, reporting, controlling interests + Partial 3 rd country rules; or - EU passport (art. 40) + All AIFMD provisions + All 3 rd country rules + Marketing notification + Mandatory authorisation from MSR Management structure not impacted by AIFMD AIFMD does not apply 2018: NPPR may be abolished and both management authorisation of non-eu AIFM and EU passport will apply 80

73 Best Practices in Real Estate: Delegation, Valuation & Risk Management

74 Thank you for attending!

75 sponsors