VP Fund Solutions
VP Fund Solutions
VP Fund Solutions
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<strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong><br />
Global solutions for your local needs
<strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong><br />
At a time when market focus is shifting to tighter regulatory standards and operational<br />
requirements, most investors are looking for higher quality and increasingly individualised<br />
fund solutions. And this is precisely how <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong>, the fund competence hub<br />
of <strong>VP</strong> Bank Group, aims to generate added value for your investment fund projects on a<br />
worldwide level.<br />
<strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> is composed of IFOS Internationale Fonds Service Aktiengesellschaft in<br />
Liechtenstein, <strong>VP</strong>B Finance S.A. in Luxembourg and ATU <strong>Fund</strong> Administrators (BVI) Limited<br />
in the British Virgin Islands (which also covers the Cayman Islands and Anguilla). All these<br />
entities belong to <strong>VP</strong> Bank Group and specialise in providing fund set-up and administration<br />
services in conformity with their respective local regulations.<br />
Our clients appreciate the fact that, due to the global approach of <strong>VP</strong> Bank Group and its presence<br />
in major leading financial centres, the investment fund solutions that we formulate in<br />
close collaboration with expert local market operators are tailored exactly to your needs and<br />
those of your investors.<br />
Do you aim to provide your clients with bespoke investment fund solutions that take account<br />
of their specific needs in a constantly developing market environment? Are you looking for a<br />
service provider that can offer you competent, personalised flexible support in implementing<br />
your investment fund solutions?<br />
At <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> we are dedicated to meeting your desire for tailor-made investment<br />
fund solutions. We can enable you to find the solution that really matches your requirements,<br />
in any of the jurisdictions currently serviced by <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong>. Based on an assessment<br />
of your particular needs, client type and distribution structure, our investment fund specialists<br />
will adopt a cross-border approach to finding a solution in line with your structuring requirements<br />
and constraints.<br />
You can benefit from our comprehensive appraisal of the pros and cons of any potential jurisdiction.<br />
This appraisal is geared to your objectives and covers all operational and practical<br />
considerations. In consultation with external specialists, we also consider the fiscal and legal<br />
aspects. This enables you to make a fully informed decision on where to domicile your fund.
4 | <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> | Global solutions for your local needs<br />
Overview of financial centres serviced<br />
by <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong><br />
Over the last 10 years Liechtenstein has developed as an investment<br />
fund domicile, creating a modern and innovative<br />
legislative and regulatory framework for investment fund<br />
solutions. Around 700 funds or sub-funds are registered in<br />
Liechtenstein. Its membership of the European Economic<br />
Area and its close economic ties to financial institutions in<br />
Switzerland have enabled the country to become a major<br />
hub, not only for Swiss asset managers and family offices but<br />
also for European asset managers and promoters wishing<br />
to establish investment fund structures. An attractive fiscal<br />
environment, a strong emphasis on the individual structuring<br />
needs of investors as well as an overall climate of political<br />
and economic stability contribute to Liechtenstein’s reputation<br />
as a financial centre. Liechtenstein’s legal framework allows<br />
diverse fund structuring requirements to be addressed.<br />
The country’s central geographical position, close to other<br />
financial centres such as Zurich, Lugano and Vienna, make<br />
it possible to maintain close links with clients and other<br />
providers. The local regulator continuously strives to offer<br />
fund operators fast and pragmatic access to the market.<br />
Luxembourg is the leading European location for investment<br />
funds, second only to the United States of America by net<br />
asset volume. Luxembourg is home to over 3,800 fund structures<br />
(UCIs) and around 270 risk capital investment companies<br />
(SICARs). Over the last 25 years Luxembourg has succeeded<br />
in establishing itself as a key player in the investment<br />
fund industry, with Luxembourg UCITS funds becoming in<br />
certain regards the industry standard for cross-border distribution<br />
within the European Economic Area and in major<br />
Asian and Latin American markets. Part of Luxembourg’s<br />
appeal as an investment fund centre lies in the availability of a<br />
highly professional and multilingual workforce, the country’s<br />
political and fiscal stability, a flexible and pragmatic approach<br />
to finding solutions and a proactive regulatory environment<br />
that is closely geared to the needs and trends of the industry.<br />
The ability of the Luxembourg fund industry to provide rapid<br />
and pragmatic fund solutions has won it much respect as a<br />
centre for successful fund innovation.<br />
The British Virgin Islands (BVI) are one of the leading<br />
jurisdictions for alternative investment funds, offering an<br />
increasingly regulated environment in which to realise flexible<br />
collective investment solutions aimed primarily at sophisticated<br />
or professional investors. There are more than 2,900<br />
funds recognised in the BVI. Regulation in the BVI focuses<br />
on the entity in charge of managing the fund’s assets. Under<br />
the new regulatory framework introduced in 2010, a fund<br />
is now required to appoint an independent auditor, manager,<br />
custodian and administrator. These independent service<br />
providers may operate from any recognised jurisdiction and<br />
are not restricted to providing services from within the BVI.<br />
Under the new regime, funds are now required to appoint a<br />
BVI-resident authorised representative.<br />
The Cayman Islands have developed over the last 35 years<br />
into the world’s leading financial centre for offshore hedge<br />
funds, providing a flexible and efficient regulatory environment.<br />
In recent years the Cayman Islands have constantly<br />
improved their legal and regulatory framework to achieve<br />
greater compliance with constantly evolving international<br />
standards. As in the BVI, the fund may appoint a custodian<br />
and an administrator in another jurisdiction. The Cayman<br />
Islands allow for the operation of exempted investment<br />
managers.<br />
In recent years Anguilla has developed as an alternative<br />
financial centre. It now offers a wide range of alternative<br />
investment fund solutions. Anguilla is characterised by a<br />
flexible, business-oriented regulatory environment which<br />
allows providers to set up investment fund solutions adapted<br />
to the needs of managers and investors.<br />
The above offshore financial centres have undergone considerable<br />
change in recent years, largely aimed at strengthening<br />
regulation to give greater investor protection and to help combat<br />
money laundering and the financing of terrorism. They<br />
have also taken part in the global effort to create a framework<br />
for the exchange of information on tax-related matters.
Finding solutions<br />
Distribution<br />
Custody services<br />
provided by<br />
<strong>VP</strong> Bank Group<br />
Target investors<br />
Client<br />
project<br />
Analysis of<br />
specific needs in<br />
co-operation<br />
with <strong>VP</strong> <strong>Fund</strong><br />
<strong>Solutions</strong><br />
IFOS (LI)<br />
<strong>VP</strong>B Finance S.A. (LU)<br />
ATU <strong>Fund</strong> Administrators<br />
(BVI) Ltd.<br />
Investment<br />
policy &<br />
restrictions<br />
Choice of<br />
appropriate fund<br />
domicile: Liechtenstein,<br />
Luxembourg, BVI,<br />
Cayman Islands,<br />
Anguilla<br />
<strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong><br />
co-ordinates<br />
implementation<br />
Local legal<br />
advisor & auditor<br />
Regulatory<br />
framework<br />
Taxation of<br />
fund & investors<br />
Local regulator<br />
5 | <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> | Global solutions for your local needs
6 | <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> | Global solutions for your local needs<br />
Who we are<br />
IFOS Internationale Fonds Service Aktiengesellschaft in Liechtenstein<br />
Year founded 1999<br />
Shareholder base Wholly owned subsidiary of Verwaltungs- und Privat-Bank Aktiengesellschaft<br />
Regulatory supervision • Supervised by the Liechtenstein regulator, the Financial Market Authority (FMA)<br />
• Licensed as a management company under Article 55 of the Liechtenstein Law on Investment Undertakings<br />
of 19 May 2005 as well as Art. 13 of the Liechtenstein Law on UCITS of 28 June 2011<br />
Services offered • Corporate agent<br />
• Custody of assets (in collaboration with Verwaltungs- und Privat-Bank Aktiengesellschaft)<br />
• Investment management<br />
• NAV calculation<br />
• Registrar and transfer agent (in collaboration with Verwaltungs- und Privat-Bank Aktiengesellschaft)<br />
• Trading desk (in collaboration with Verwaltungs- und Privat-Bank Aktiengesellschaft)<br />
• On request, cross-border management company services under UCITS 4<br />
• Compilation, preparation and dissemination of key investor information documents<br />
<strong>VP</strong>B Finance S.A., Management Company in Luxembourg<br />
Year founded 1993<br />
Shareholder base Wholly owned subsidiary of <strong>VP</strong> Bank (Luxembourg) S.A.<br />
Regulatory supervision • Supervised by the Luxembourg regulator, the Commission de Surveillance du Secteur Financier (CSSF)<br />
• Licensed as a management company under Chapter 15 of the Luxembourg Law of 17 December 2010<br />
on Undertakings for Collective Investments<br />
Services offered • Corporate agent<br />
• Co-promoter<br />
• Custody of assets (in collaboration with <strong>VP</strong> Bank (Luxembourg) S.A.)<br />
• Investment management<br />
• NAV calculation<br />
• Registrar and transfer agent<br />
• Trading desk (in collaboration with <strong>VP</strong> Bank (Luxembourg) S.A.)<br />
• On request, cross-border management company services under UCITS 4<br />
• Compilation, preparation and dissemination of key investor information documents<br />
ATU <strong>Fund</strong> Administrators (BVI) Limited on the British Virgin Islands<br />
Year founded 1998<br />
Shareholder base Wholly owned subsidiary of <strong>VP</strong> Bank and Trust Company (BVI) Ltd.<br />
Regulatory supervision • Supervised by the BVI regulator, the Financial Services Commission (FSC)<br />
• Licensed to provide management and administration services to Mutual <strong>Fund</strong>s under section 5<br />
of the Securities and Investment Business Act, 2010<br />
Services offered • Corporate agent<br />
• Custody of assets (in collaboration with <strong>VP</strong> Bank (BVI) Limited or <strong>VP</strong> Bank in Liechtenstein or Luxembourg)<br />
• Director services<br />
• Investment management<br />
• NAV calculation<br />
• Registrar and transfer agent<br />
• Trading desk (in collaboration with <strong>VP</strong> Bank (BVI) Limited or <strong>VP</strong> Bank in Liechtenstein or Luxembourg)
Broad array of structuring options<br />
The choice of an investment fund’s domicile and jurisdiction has<br />
far-reaching consequences in terms of the structures that are<br />
available. These include the tax implications for the fund and its<br />
investors, the regulatory environment, the applicable investment<br />
restrictions, the means of distributing the fund’s units in<br />
other jurisdictions, restrictions on unit ownership, and the legal<br />
duties to be performed by the fund’s service providers.<br />
At <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong>, therefore, we believe that the first step<br />
towards building a successful partnership is to familiarise<br />
ourselves thoroughly with the project details that you submit<br />
to us. We are then able to propose a suitable investment<br />
fund solution, carefully selected from the wide range of<br />
options available through our local affiliates.<br />
Unincorporated Incorporated Risk capital <strong>Fund</strong> with higher investment risk<br />
investment fund<br />
Liechtenstein<br />
investment fund investment company or specific investment policy<br />
Investment fund<br />
with management<br />
company acting as<br />
trustee ("Treuhänder")<br />
Luxembourg<br />
Common investment<br />
fund (Fonds commun<br />
de placement, FCP) with<br />
management company<br />
British Virgin Islands<br />
Unit trust or limited<br />
partnership<br />
Cayman Islands<br />
Unit trust or exempted<br />
limited partnership<br />
Anguilla<br />
Unit trust or limited<br />
partnership<br />
Investment company with variable<br />
capital (Anlagegesellschaft mit<br />
veränderlichem Kapital) or investment<br />
company with fixed capital (Anlagegesellschaft<br />
mit fixem Kapital) –<br />
investment company with or without<br />
management company<br />
Investment company with variable Société d’Investissement à Capital<br />
capital (Société d’Investissement à Risque, SICAR – with variable or<br />
Capital Variable, SICAV) or investment fixed capital, restricted to institu-<br />
company with fixed capital (Société tional, professional and well -<br />
d’Investissement à Capital Fixe, SICAF) – informed investors (inter alia, mini-<br />
investment company with or without mum subscription EUR 125,000) –<br />
management company<br />
no risk diversification required<br />
Business company<br />
Exempted company<br />
International business company<br />
Investment undertaking for other<br />
assets (with increased risk) – no<br />
restrictions as to eligible investors,<br />
or investment undertaking for<br />
qualified investors – minimum subscription<br />
CHF 250,000 (may be<br />
waived under certain conditions)<br />
All legal forms permitted<br />
subject to appropriate disclosure<br />
in the offering documents<br />
All legal forms permitted<br />
subject to appropriate disclosure<br />
in the offering documents<br />
All legal forms permitted<br />
subject to appropriate disclosure<br />
in the offering documents<br />
Investment undertaking for qualified<br />
investors – minimum subscription<br />
CHF 250,000 (may be waived under certain<br />
conditions) – available as investment fund<br />
or investment company<br />
Specialised investment fund, SIF – restricted<br />
to institutional, professional and wellinformed<br />
investors (inter alia, minimum<br />
subscription EUR 125,000) – available<br />
as FCP, SICAV or SICAF – only minimal risk<br />
diversification requirement<br />
All legal forms permitted subject to<br />
appropriate disclosure in the offering<br />
documents<br />
All legal forms permitted subject to<br />
appropriate disclosure in the offering<br />
documents<br />
All legal forms permitted subject to<br />
appropriate disclosure in the offering<br />
documents<br />
7 | <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> | Global solutions for your local needs
8 | <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> | Global solutions for your local needs<br />
A diversified field of expertise<br />
In the competence universe of <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong>, the possible permutations of investment styles and types are virtually<br />
unlimited, thanks to our global focus. <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> can therefore be your partner for multiple investment fund solutions.<br />
Onshore<br />
Liechtenstein<br />
Investment undertaking for qualified investors No specific restrictions as to eligible assets; minimum risk diversification requirements; higher<br />
minimum subscription amount (CHF 250,000 – may be waived under certain conditions)<br />
Investment undertaking with increased risk No specific restrictions as to eligible assets; minimum risk diversification requirements<br />
Liechtenstein, Luxembourg<br />
UCITS 4 (regulated, European passport) • Listed transferable securities and money market instruments<br />
• Recently issued transferable securities and money market instruments<br />
• Units of other UCITS or UCIs<br />
• Deposits with credit institutions<br />
• Money market instruments not listed on a regulated market<br />
• Derivative financial instruments<br />
• Master-feeder fund structures<br />
• Financial indices<br />
UCI in Luxembourg – investment undertaking • Transferable securities (listed or unlisted)<br />
for other assets in Liechtenstein (regulated, • Alternative investments (hedge funds, funds of hedge funds)<br />
non-passportable fund) • Venture capital, private equity<br />
• Derivatives<br />
• Real estate (in Liechtenstein: specific legal form – investment undertaking for real estate)<br />
• Closed-ended fund<br />
Luxembourg<br />
SIF No specific restrictions as to eligible assets; minimum risk diversification requirements; restricted to<br />
institutional, professional and well-informed investors (inter alia, minimum subscription EUR 125,000)<br />
SICAR Investments restricted to risk capital; no risk diversification required; restricted to institutional,<br />
professional and well-informed investors (inter alia, minimum subscription EUR 125,000)
Offshore<br />
British Virgin Islands<br />
Private fund No restriction as to eligible assets or risk diversification; annual return and audited financial statements<br />
filed with FSC; appointment of independent service providers (manager, custodian, administrator) and<br />
a BVI-resident authorised representative; maximum number of investors (50); service providers do not<br />
have to be located in fund jurisdiction<br />
Professional fund No restriction as to eligible assets or risk diversification; annual return and audited financial statements<br />
filed with FSC; appointment of independent service providers (manager, custodian, administrator) and<br />
a BVI-resident authorised representative; minimum investment requirement USD 100,000 and professional<br />
status (net worth in excess of USD 1 million or whose business involves acquisition of fund);<br />
service providers do not have to be located in fund jurisdiction<br />
Public fund No restriction as to eligible assets or risk diversification; annual return and audited financial statements<br />
filed with FSC; appointment of independent service providers (manager, custodian, administrator) and<br />
a BVI-resident authorised representative; licensing required by FSC; service providers do not have to<br />
be located in fund jurisdiction<br />
Anguilla<br />
Private fund No requirement for auditor; annual return filed with FSC; no restriction as to eligible assets;<br />
maximum number of investors (99); service providers do not have to be located in fund jurisdiction<br />
Professional fund No requirement for auditor; annual return filed with FSC; no restriction as to eligible assets;<br />
minimum investment requirement USD 100,000 and professional status (net worth in excess of<br />
USD 1 million or whose business involves acquisition of fund); service providers do not have to be<br />
located in fund jurisdiction<br />
Public fund Licensing required by FSC; administrator and custodian functionally independent; service providers<br />
do not have to be located in fund jurisdiction; requirement to appoint auditor; service providers do not<br />
have to be located in fund jurisdiction<br />
Cayman Islands<br />
Registered mutual fund Cayman auditor; annual return and audited financial statements filed with Cayman Islands Monetary<br />
Authority (CIMA); minimum investment USD 100,000 or listed on a recognised stock exchange; no<br />
restrictions as to eligible assets<br />
Licensed mutual fund Offered to the public outside the Cayman Islands; administration and custody performed outside the<br />
Cayman Islands; licensing required by CIMA; Cayman auditor; no restrictions as to eligible assets<br />
British Virgin Islands, Anguilla, Cayman Islands<br />
Closed-ended fund No supervision by the FSC/CIMA; no automatic right of redemption, redemptions are at the<br />
directors’ discretion<br />
9 | <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> | Global solutions for your local needs
10 | <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> | Global solutions for your local needs<br />
Operational set-up of an investment fund solution<br />
<strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> can provide a wide variety of services to<br />
facilitate your investment fund solution. Our services can be<br />
adapted to your specific needs and to the legal and regulatory<br />
requirements of the relevant jurisdiction.<br />
Set-up: once the jurisdiction and the legal form of the investment<br />
fund solution have been chosen, <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> will<br />
co-ordinate the drafting and preparation of necessary legal<br />
documents and contracts and take care of the operational<br />
set-up, the opening of accounts, the establishment of interfaces<br />
and any other tasks necessary to set up your product.<br />
These tasks are performed either directly by the <strong>VP</strong> <strong>Fund</strong><br />
<strong>Solutions</strong> affiliated entity or via specialised local external<br />
service providers.<br />
Central administration services 1,2 : the services provided by<br />
the <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> affiliated entities include NAV calculation,<br />
reconciliation, booking of transactions, tax reporting<br />
for selected jurisdictions, reporting to regulators and tax<br />
authorities, preparation of half-yearly and annual reports,<br />
preparation and dissemination of Key Investor Information<br />
Documents (KIIDs), the keeping of shareholder registers,<br />
execution of subscription and redemption orders, etc.<br />
Where so permitted under the law of the local investment<br />
structure, central administration services may also be provided<br />
byanother entity affiliated with <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong>.<br />
Domiciliation 1 : registered office, holding of meetings<br />
of board of directors, shareholder meetings, dispatch of<br />
correspondence to shareholders.<br />
1 It may be that not all services are provided by all entities affiliated with <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong>.<br />
2 Some services are provided in cooperation with external providers.<br />
3 Services provided only in Liechtenstein and Luxembourg.<br />
Custody: <strong>VP</strong> Bank Group banking entities act as custodians<br />
of the fund’s assets in most jurisdictions in which <strong>VP</strong> <strong>Fund</strong><br />
<strong>Solutions</strong> operates. The custodian will supervise execution<br />
of subscription and redemption orders and compliance with<br />
investment restrictions, as well as other processes. Thanks to<br />
the extensive worldwide network of sub-custodians used by<br />
<strong>VP</strong> Bank, the investment fund can access major investment<br />
markets without undue delay. Where so permitted under the<br />
law of the local investment structure, custody services may<br />
also be provided by another entity affiliated with <strong>VP</strong> <strong>Fund</strong><br />
<strong>Solutions</strong>.<br />
Asset management and risk management 1,2 : in accordance<br />
with local regulations, entities affiliated with <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong><br />
can manage the assets of your investment fund solution<br />
according to predefined guidelines if you yourself do not<br />
wish to perform investment management services. On<br />
request, <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> can also take care of risk management<br />
monitoring and reporting, or you can perform these<br />
functions yourself.<br />
Management company services 3 : full range of collective<br />
portfolio management services, as defined in the UCITS 4<br />
directive, in accordance with local requirements. Collective<br />
portfolio management services comprise management of<br />
fund assets, central administration services and marketing<br />
(distribution) of funds on a national or cross-border basis.<br />
Collective portfolio management services are either provided<br />
directly by the relevant entity affiliated with <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong><br />
or delegated to an eligible third-party provider, subject<br />
to approval by the local regulator and adequate reporting<br />
to the entity affiliated with <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong>.
Contact<br />
Details for <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> and affiliated entities<br />
Liechtenstein:<br />
IFOS Internationale Fonds Service Aktiengesellschaft<br />
Alex Boss<br />
Chief Executive Officer<br />
Tel +423 235 60 36<br />
Fax +423 235 77 88<br />
alex.boss@vpbank.com<br />
Kol Sothearith<br />
Member of the Executive Board<br />
Tel +423 235 67 49<br />
Fax +423 235 76 69<br />
sothearith.kol@vpbank.com<br />
Luxembourg:<br />
<strong>VP</strong>B Finance S.A.<br />
Enrico Mela<br />
Managing Director<br />
Tel +352 404 770 370<br />
Fax +352 404 770 283<br />
enrico.mela@vpbank.com<br />
Joachim Kuske<br />
Executive Director<br />
Tel +352 404 770 362<br />
Fax +352 404 770 387<br />
joachim.kuske@vpbank.com<br />
British Virgin Islands (also Anguilla and Cayman Islands):<br />
ATU <strong>Fund</strong> Administrators (BVI) Limited<br />
Dr. Christoph Gutmann<br />
Tel +1 284 494 11 00<br />
Fax +1 284 494 11 99<br />
christoph.gutmann@atubvi.com<br />
Sanchia Thompson<br />
Tel +1 284 494 11 00<br />
Fax +1 284 494 11 99<br />
sanchia.thompson@atubvi.com<br />
For additional information, please visit<br />
our website www.vpfundsolutions.com.<br />
11 | <strong>VP</strong> <strong>Fund</strong> <strong>Solutions</strong> | Global solutions for your local needs
02.2012