Set-up and ongoing requirements of UCIs

Fund Industry
Module 2 : Set-up and ongoing requirements of UCIs
10 February 2014

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Introduction
1. Yesterday (Pre-AIFMD) vs. Today (Post AIFMD)
 Product laws
 EU Directives
- purpose
- supervision at Fund level and/or at manager’s level
- Definition of UCITS
• raising of capital from the public
• investment in eligible assets in accordance with the principle of risk spreading
- Definition of AIF
• raising of capital from a number of investors
• investment in accordance with a defined investment strategy
 EU Passports/Private placement
 Non-regulated entities/Below threshold AIFMs

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2. Choice Criteria
 Eligible assets
 Risk diversification/investment restrictions
 Liquidity
 Tax
 Marketing/Type of investors
 Regulation
3. Structures available
 FCPs vs. investment companies (SICAVs or SICAFs)
FCP
 contractual vehicle – undivided co-ownership of assets, no legal personality
 management – management company subject to Chapter 15 or Chapter 16 of the 2010 Law drawing its powers from the law and representing unitholders
 no voting rights of unitholders unless otherwise specified

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SICAV
 corporate vehicle with legal personality
 variable share capital equal to the net assets
 management – board of directors or general partner
 voting rights of shareholders
SICAF
 same characteristics as above for SICAVs except fixed share capital
 Choice of corporate forms (S.A., S.C.A., S.C.S., S.C. Sp)
 Stand-alone funds vs. umbrella funds
 Segregation of assets between sub-funds of umbrella funds

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INVESTMENT STRUCTURES YESTERDAY
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FLEXIBILITY

UCIs under the 2010 Law

UCITS Fund
(EU passport for retail investors) Part II Fund
(no passport)

Transferable securities and other liquid assets authorised by the
UCITS directive

Almost any type of assets Standard Supervision

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SIF

SICAR

SOPARFI

NO EU Passport

Any type of assets