New fund structure will provide reduced time-to-market for authorised managers and well-informed investors!
The law introducing a new Luxembourg alternative fund structure, the Reserved Alternative Investment Fund (RAIF), has today been approved by the Luxembourg Parliament and will come into force three days after publication in Luxembourg’s Official Gazette Mémorial.
Welcoming the new law, Denise Voss, Chairman of the Association of the Luxembourg Fund Industry, says: “The Luxembourg RAIF Law provides an additional – complementary – alternative investment fund vehicle which is similar to the Luxembourg SIF regime. Unlike the SIF, the RAIF does not require approval of the Luxembourg regulator, the CSSF, but is supervised via its alternative investment fund manager (AIFM), which must submit regular reports to the regulator.
She continues: “Luxembourg managers will therefore have a choice, depending on investor preference. They can set up their alternative investment funds as Part II UCIs, SIFs or SICARs if they prefer direct supervision of the fund by the CSSF. Alternatively they can set up their alternative investment fund as a RAIF, thereby reducing time-to-market."
Freddy Brausch, Vice-Chairman of ALFI with responsibility for national affairs, adds: “In order to ensure sufficient protection and regulation via its manager, a RAIF must be managed by an authorised external AIFM. The latter can be domiciled in Luxembourg or in any other Member State of the EU. If it is authorised and fully in line with the requirements of the AIFMD, the AIFM can make use of the marketing passport to market shares or units of RAIFs on a cross-border basis. As is the case for Luxembourg SIFs and SICARs, shares or units of RAIFs can only be sold to well-informed investors.
Denise Voss concludes: “The new structure complements Luxembourg’s attractive range of investment fund products and we believe this demonstrates the understanding the Luxembourg legislator has of the needs of the fund industry in order to best serve the interests of investors.“
The UK voted on 23 June to exit the EU and we must all now work to create practical solutions to implement this. For asset managers, whilst Brexit is a business issue and depends on each manager’s business model and strategy, ALFI will be working on practical solutions for the industry.
The impact of this vote will be dependent on future political decisions and trade negotiations and, in order to avoid uncertainty and to ensure that investors continue to be as protected as they are under EU regulation, it is essential that the period for negotiation is not prolonged and that a level playing field is maintained.
The Luxembourg fund industry has a very good relationship with the UK financial services industry and we will work to maintain these good relations. Luxembourg-domiciled investment funds originating from UK asset managers represented 16.5% of the total assets under management in Luxembourg at the end of March 2016 – the 2nd largest group after US asset managers. Several large UK asset managers have made Luxembourg an important part of their strategy for the global distribution of investment funds and have established important UCITS (and AIFMD) management companies in Luxembourg.
WATCH! Camille Thommes, Director General at ALFI, comments on Brexit in the latest KPMG's video:
The Reserved Alternative Investment Fund (RAIF) vehicle combines the characteristics and structuring flexibilities of Luxembourg regulated specialised investment funds (SIFs) and investment companies in risk capital (SICARs) qualifying as AIFs managed by an authorised AIFM, except that RAIFs are not subject to CSSF approval before they are launched. This permits the achievement of a significantly enhanced time-to-market for new fund launches.
The RAIF regime is optional. The constitutive documents must expressly provide that the investment vehicle is subject to the provisions of the RAIF Law.
Read the press release Luxembourg's reserved alternative investment fund vehicle approved.
Investment in a RAIF is reserved for “well-informed” investors requiring a limited level of protection and looking for investment flexibility suitable to their particular expertise and needs. This term comprises:
* Other investors are those who confirm in writing that they adhere to the status of “well-informed” investors and who either (i) invest a minimum of EUR 125,000 or (ii) have been assessed by a credit institution, an investment firm or a management company which certifies the investors’ ability to understand the risks associated with investing in the RAIF
The RAIF was introduced by the Luxembourg Law of 23 July 2016 (RAIF Law, click here).
Eligible assets and risk diversification requirements
There is no restriction in terms of eligible assets of a RAIF.
RAIFs are subject to the principle of risk-spreading. In the absence of any detailed rules in the RAIF Law itself, the principles of risk-spreading and its interpretation in relation to SIFs should be taken into account.
However, if the RAIF’s constitutional documents provide for exclusive investments in risk capital (like SICARs), the principle of risk spreading won’t apply.
A SIF may take the legal form of a common fund (FCP – fonds commun de placement) or may be constituted as an investment company (SICAV – Société d’investissement à capital variable or SICAF – Société d’investissement à capital fixe). Other legal forms are possible.
The FCP has no legal personality and thus must be managed by a management company.
A SICAV/SICAF may take one of six possible legal forms:
These different entities may be set up as a single fund or as an umbrella fund consisting of multiple compartments, each with a different investment policy. The compartment of an umbrella RAIF can invest in one or more other compartments of the same RAIF. The fund and compartments respectively may have an unlimited number of share classes, depending on the needs of the investors to whom the fund is distributed.
The structures may be open-ended or closed-ended, for both subscriptions and redemptions.
Capital requirement and other aspects
The net assets of a RAIF may not be less than EUR 1,250,000. This minimum must be reached within a period of twelve months following its authorisation. Only 5% of the capital needs to be paid up on subscription.
Unless otherwise provided for, the assets of a RAIF must be valued at fair value.
Management and marketing of RAIFs
In order to ensure sufficient protection and regulation via its manager, RAIFs can only be managed by authorised Alternative Investment Fund Managers (AIFMs), i.e. managers managing portfolios of Alternative Investment Funds (AIFs) whose assets under management in total exceed the thresholds defined by article 3 (2) Luxembourg AIFM Law. Below-threshold AIFMs cannot manage RAIFs.
Moreover, the manager must be an external AIFM, i.e. a legal person appointed by the RAIF or on behalf of the RAIF and which through this appointment is responsible for managing the RAIF. A RAIF cannot take the form of an internally-managed AIF.
The authorised external AIFM managing the RAIF can be domiciled in Luxembourg or in any other Member State of the EU. Once the AIFMD third country passport becomes applicable, the AIFM can also be domiciled in a third country.
Authorised AIFMs can – subject to certain formalities – market shares and units of RAIFs to investors domiciled in other EU Member States (and EEA countries respectively). Marketing to investors outside the EU depends on the rules of the non-EU Member State concerned.
Establishment of a RAIF and offering document
RAIFs are established by notarial certification. It is sufficient to certify that the AIFM confirms the fund’s creation, and that this information is published in the official gazette Mémorial. This means that the fund’s constitutional documents do not have to be certified by a notary.
The RAIF is entered in a list held by the Luxembourg trade and companies register.
For each RAIF an offering document must be prepared which indicates on its front page that the fund is not subject to supervision in Luxembourg.
Under certain conditions, distinct offering documents can be prepared for compartments of an umbrella RAIF.
A RAIF is subject to a reduced subscription tax (taxe d’abonnement) of 0.01% p.a. of its NAV, unless it is tax exempt, which is possible for certain money market, pension and microfinance funds, funds investing in other funds already subject to subscription tax.
However, if a RAIF invests exclusively – in line with its constitutional documents – in risk capital, it is subject to the SICAR tax regime (in its entirety), which means:
- it is not subject to subscription tax;
- it pays the ordinary income tax, unless a tax exemption applies (e.g. for income derived from transferable securities);
- the auditor must confirm the investment in risk capital.
Compartments of umbrella funds are subject to the same tax regime, i.e. it is not possible to set up within the same umbrella fund compartments subject to the subscription tax and compartments subject to the SICAR tax regime.
A common fund has no legal personality and thus must be managed by a management company.
The individuals who effectively conduct the business of a management company must be of good repute and be sufficiently experienced in relation to the type of RAIF to be managed. The management company must have an initial capital of at least EUR 125,000.
Luxembourg RAIFs must appoint a depositary which is responsible for both the safekeeping of assets and the supervision of the fund and, if applicable, its management company.
The individuals who represent the depositary bank must be of good repute and have sufficient and relevant experience.
The fund (SICAV) or its management company (FCP) prepares an annual report which is to be audited by a Luxembourg statutory auditor with appropriate professional experience. There is no obligation to produce a semi-annual report.
Denise Voss, ALFI Chairman, and Camille Thommes, ALFI Director General, speak about the key challenges and opportunities for the investment fund industry.
Denise Voss says:
"With 3.500 bn € of assets under management at the end of 2015, Luxembourg remains Europe’s number One investment fund center. That’s the good news. But our industry is facing a series of challenges and threats that we have highlighted in the ALFI 2020 Ambition paper. Asset managers are under pressure to implement an increasing number of regulations without hindering growth, stability or profitability.
We are also starting to see a range of phenomena that are likely to turn upside down the business models of most – if not all – actors in the investment fund value chain. New technologies such as Blockchain have the potential to be a game changer in the operating models of asset managers, distribution intermediaries and service providers alike. With its new Fintech/Digital Forum, ALFI believes that this is a critical time to sensitize industry players to both the challenge and the promise of Fintech. This will lead to new services, some of which we haven’t even identified.
Investor behaviour is changing rapidly, driven by the digital generation’s preference for mobile communication and fast and easy access to products and services. This will deeply impact the way asset managers, intermediaries and investors communicate with each other. In fact tomorrow’s and even some of today’s investors will increasingly by-pass traditional ways of investing in funds, making timely and appropriate investor education more important than ever."
Camille Thommes, Director General of ALFI, says:
"On the other hand, the rapidly evolving environment offers our fund industry interesting growth opportunities.
Changing demographics due to significantly higher life expectancies put pressure on the pensions paid by the State and are forcing individuals to take more responsibility for financing their own retirement benefits. The investment fund industry has definitely a role to play as a complementary pillar of retirement provision – provided it is able to develop products that best serve the needs of investors.
The creation of the Capital Markets Union that aims to mobilise capital and to stimulate economic growth in Europe makes investment funds an important source of funding for all kinds of businesses.
However, benefiting from these opportunities requires strategic initiatives, tireless efforts and a healthy amount of creativity at all levels.
If we want to stay ahead of the growing number of competing investment fund centers, we have to constantly offer the most advanced legal and regulatory framework and transposing European Directives faster than others.
It is also essential to ensure our fiscal competitiveness by exploring new ways to improve our funds’ tax environment.
Using the pooled knowledge of its broad range of Technical Committees and Working Groups, ALFI is committed to make its contribution to make Luxembourg the most attractive international centre for investment funds.
It remains for me to thank our Chairman, the Board of Directors, the Executive Committee, the Strategic Advisory Board, the Regulation Advisory Board, the entire ALFI staff and above all, our members for their ongoing commitment and hard work throughout the year."
A year ago, ALFI presented its annual report as a flip book and a downloadable PDF version to ensure audiences around the world could access it. For its 2015-2016 report, the association created the dedicated website which should further facilitate access to key information.
Check the brand new annual report website now!
Information, promotion and training are the key focuses of the Association of the Luxembourg Fund Industry (ALFI) as it aims to consolidate Luxembourg’s position as the leading European centre for investment funds.
The Association of the Luxembourg Fund Industry today released its annual report at its AGM, which summarised activity that it has undertaken to ensure that Luxembourg retains its position as the leading European investment fund centre.
Commenting on the annual report, Denise Voss, Chairman of ALFI, said: “With roughly 3,500 billion euros of assets under management at the end of 2015, Luxembourg remains by far the number one investment fund centre in Europe. However, the sector’s general environment continues to be difficult, and asset managers remain under pressure to implement a large number of new regulations without impeding their growth and profitability.
She continued: “Indeed, although the new European Commission began its work which aims to regulate 'better rather than more', there have been a number of regulatory initiatives by European institutions.”
The Report highlights how ALFI intends to achieve its aim:
- The joint ALFI / ABBL representative office in Brussels, which will celebrate its 10th anniversary this year, which aims to be aware of the relevant regulatory initiatives at an early stage, by gathering as much useful information as possible and contributing to the European regulatory process by providing in-depth knowledge from ALFI’s technical committees and working groups. Between June 2015 and June 2016 more than 1,600 participants in a total of 158 technical working groups and committees prepared 18 position papers in response to European and international consultations and published 19 brochures and technical guides.
- The association has set up the "ALFI FinTech Forum" to identify and analyze the effect of digital and financial technologies on the investment funds industryTbecause of the plethora of start-ups specializing in financial services and rapidly changing consumer preferences for modern communication tools which will challenge many traditional business models in the asset management industry.
- In parallel, ALFI has maintained its promotional and communication activities at a high level to keep its members and fund industry professionals in Luxembourg and abroad informed about the evolution of their business environment.
- Events organised in Luxembourg (like the ALFI Spring Conference, the Global Distribution Conference and the European Alternative Investment Funds Conference, to name but the largest) and its Leading Edge conferences and breakfast meetings reserved to its members have gathered together more than 4,700 fund professionals from Luxembourg and around the world.
- ALFI’s 9 road shows organized in 16 cities in 11 countries in Europe, the US, Asia and Latin America ensured the Luxembourg investment fund industry greater visibility with some 5,400 professionals of the fund sector around the world.
- On the Asian market, which continues to grow in importan ce for the Luxembourg fund industry with the gradual opening of Mainland China’s capital market and the internationalization of the RMB, efforts are supported by ALFI’s Asia Representative Office established in Hong Kong in 2010.
- ALFI is increasingly active on social networks in order to inform audiences worldwide about the Luxembourg fund industry and to promote it internationally Though this, the Luxembourg Fund Industry Group by ALFI on LinkedIn has established itself as a popular platform bringing together over 8,000 industry professionals. Over the past months, ALFI has launched three additional groups that focus on more specific topics: Transfer Agents and Distribution, Real Estate Investment Funds and Asia. The Twitter account @ALFIfunds is now followed by more than 2,500 stakeholders.
- Finally, as the strength and reputation of the sector are a direct function of the professionalism of its actors, ALFI currently offers, in collaboration with the House of Training and under the responsibility of its Professional Training Committee, more than 65 fund industry related professional training modules that lead to certification for a wide range of careers in the sector.
- Reference should also be made to ALFI’s website www.understandinginvesting.org launched in spring 2015 with the aim of providing financial novices the basic knowledge they need before investing their money.
Annual report online
A year ago, ALFI presented its annual report as a flip book and a downloadable PDF version to ensure audiences around the world could access it. For its 2015-2016 report, the association created the dedicated website http://www.alfi.lu/annualreport2015-16 which should further facilitate access to key information.
Notes to editors:
ALFI’s position papers in response to European and international consultations:
- ALFI response to FSB / IOSCO consultation on NBNI G-SIFIs
- ALFI response to EBA consultation on Draft CRD IV Remuneration Guidelines (EBA/CP/2015/03
- ALFI response to EBA consultation paper on draft EBA guidelines on limits on exposures to shadow banking entities
- ALFI issues a second Q&A on reporting and withholding in the context of FATCA
- ALFI responds to the OECD Public Revised Discussion Draft “BEPS Action 6: Preventing Treaty Abuse” dated 22 May 2015
- ALFI response to the EC consultation on regulation EU No 648/2012 on OTC derivatives, central counterparties and trade repositories
- ALFI response to ESA technical discussion paper on PRIIPs
- ALFI response to IOSCO consultation report on Elements of International Regulatory Standards on Fees and Expenses of Investment Funds
- ALFI response to ESMA’s consultation on the draft regulatory technical standards under the ELTIF Regulation
- ALFI response to the ESMA consultation paper on guidelines on sound remuneration policies under the UCITS Directive and AIFMD
- ALFI / LPEA response to Commission consultation on the review of the EuVECA and EuSEF Regulations
- ALFI response to ESA consultation on RTS for PRIIPs
- ALFI response to COM call for evidence on EU regulatory framework for financial services
- ALFI response to OECD BEPS consultation on Treaty Residence of Pension Funds
- ALFI response to the OECD BEPS consultation document on the treaty entitlement of non - CIV Funds
- ALFI response to EU consultation on retail financial services
- ALFI response to the European Commission consultation on long-term and sustainable investment
- ALFI response to the ESMA Discussion Paper on UCITS share classes
The position papers can be accessed here.
ESMA issued a discussion paper in April 2016 seeking stakeholders’ views on the development of a framework for UCITS share classes throughout the EU. The paper centres on a set of high-level principles regarding share classes, which are further detailed, where necessary, by a set of operational principles. On 6 June 2016 ALFI responded to this Discussion Paper.
The full response is available here.
The annual ALFI & ALRiM European Risk Management Conference, which took place on 26 May 2016, highlighted the fact that risk management is a key component of the governance framework for asset managers. It also emphasised the fact that Luxembourg remains a centre of excellence in risk management.
Speaking to more than 250 participants, Denise Voss (Chairman, the Association of the Luxembourg Fund Industry - ALFI) and Marco Zwick (President, ALRiM) opened the conference by highlighting the strong evolution and the growing importance of risk management in the investment fund industry. They also reinforced the important role of risk managers in this rapidly evolving environment.
Following their introduction, Pierre Gramegna, Minister of Finance, delivered the opening speech on geopolitical risks, referencing current events such as the EU referendum in the UK, the Greek bailout, and recent debates surrounding the Schengen Treaty. He concluded that the current risks the European Union is facing needs to be tackled by a strong union of member states.
The opening speech of H.E. Gramegna was complemented by a keynote speech from the Chief Economist of GAM, Lawrence Hatheway, who placed geopolitical risks in the context of actual market data using historical Chinese and US real and nominal GDP growth figures, US household income data, and exchange rate barometers focusing on Sterling.
During the conference, a number other of topical issues were addressed by experts, including:
- Liquidity risks in asset management
- Global footprint - distribution risk management
- Implementing a risk framework for a PE funds
- Cyber threat for funds
- Funds' risk profile - from key considerations to a practitioner's guide
The expert speakers from across the world addressing these issues included Sacha Reverdiau from Nomura, Michael Derwael from LODH, Joanna Cound from Blackrock London, David Martin from Pictet Geneva, Patrik Karlsson from ICMA London, and Damian Handzy from Investor Analytics from New York.
The conference concluded with a much anticipated panel on risk management developments with representatives from the Luxembourg Regulator, tackling issues on new reporting requirements and focusing on UCITS RM reporting.