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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

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