setting up an investment fund in luxembourg ... - Casa4Funds

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V. main players 1. The management company FCPs subject to the 2002 Law and the 2007 Law are necessarily managed by a management company. SICAVs may also appoint a management company, in particular in order to comply with the substance requirements of Part I of the 2002 Law. Management companies may either be subject to the provisions of Chapter 13 or Chapter 14 of the 2002 Law, depending on the status of the investment fund they manage. Scope of application Available company forms Permitted activities Requirements to be fulfilled Chapter 13 of the 2002 Law - Applies to management companies managing at least one UCITS; - Benefits from the European passport. - Public limited company (S.A.); - Private limited company (S.à r.l.); - Cooperative company; - Cooperative company set up as a public limited company; - Corporate partnership limited by shares (S.C.A). - Core services: provision of collective portfolio management services to UCITS, UCIs and SIFs (including asset management, administration and marketing); - Additional services: Management of individual portfolios on a discretionary and individual basis; Investment advice; Safekeeping and administration of shares/units of UCITS, UCIs and SIFs. - Possibility to delegate activities to third parties. - Minimum capital requirements: initial capital of at least EUR 125,000; if the value of the portfolios managed by a management company exceeds EUR 250 million, the capital must be increased by an amount equal to 0.02% of the amount by which the value of the managed portfolios exceeds EUR 250 million, provided that a management company is not required to have a capital of more than EUR 10 million; - Directors and persons who conduct the business must be of good repute and have the necessary professional experience. Identity of directors and of persons succeeding them in office must be communicated to the CSSF. - Identity of shareholders or members having a qualified holding must be communicated to the CSSF. Any change in the persons having a qualified holding must be notified to the CSSF. - The organisational structure of the management company must be described to the CSSF; Chapter 14 of the 2002 Law - Applies to management companies managing at least one UCI; - Does not benefit from the European passport. - Public limited company (S.A.); - Private limited company (S.à r.l.); - Cooperative company; - Cooperative company set up as a public limited company; - Corporate partnership limited by shares (S.C.A). - Activity limited to the management of UCIs and SIFs, the management of own assets being only an ancillary activity; - Possibility to delegate activities to third parties. - Must have sufficient financial resources (minimum paid-up capital of EUR 125,000). - Directors and persons who conduct the business must be of good repute and have the necessary professional experience. Identity of directors and of persons succeeding them in office must be communicated to the CSSF. - Identity of shareholders or members must be communicated to the CSSF. Any change in the shareholders or members should be notified to the CSSF. - The organisational structure of the management company must be described to the CSSF; 18
Chapter 13 of the 2002 Law Chapter 14 of the 2002 Law Requirements to be fulfilled - Technical and human means necessary for the good performance of its duties: Head office in Luxembourg; Permanent staff, which is suitable for the contemplated activities; Senior management carried out by at least two persons (who may not be employees of the custodian bank) of good repute and having the necessary professional experience, one of which must in principle be on site in Luxembourg; Adequate technical infrastructure. 2. The custodian bank Common conditions applicable to UCITS, UCIs and SIFs Specific conditions applicable to UCITS and SIFs Specific conditions applicable to UCIs - UCITS, UCIs and SIFs must appoint a custodian bank; - The choice of the custodian bank must be approved by the CSSF; - The custodian bank must be a credit institution within the meaning of the 1993 Law. The custodian bank must have its registered office in Luxembourg or be established in Luxembourg, if its registered office is in another member state of the EU. The custodian bank must have its registered office in Luxembourg or be established in Luxembourg, if its registered office is in another member state of the EU or in a state which is a non-member state. Duties of the custodian bank under Part I and Part II of the 2002 Law SICAV/SICAF - Safekeeping of assets; - Ensure that the issues and redemptions of shares are made in accordance with applicable law and the articles of incorporation; - Ensure that settlements are executed in a timely manner; - Ensure that income is applied in accordance with the articles of incorporation. FCP - Safekeeping of assets; - Day-to-day administration of the fund; - Ensure that the issues and redemptions of units are made in accordance with applicable law and the management regulations; - Ensure that settlements are executed in a timely manner; - Ensure that income is applied in accordance with the management regulations; - Ensure that the net asset value is calculated in accordance with the law and the management regulations (not applicable to Part II FCPs); - Compliance monitoring of instructions from the management company. Duties of the custodian bank under the 2007 Law SICAV/SICAF FCP - Safekeeping of assets. - Safekeeping of assets; - Day-to-day administration of the fund. 19
Page 1: investment management setting up an
Page 4 and 5: definitions 1993 Law Law of 5 April
Page 6 and 7: I. legal framework for setting up a
Page 8 and 9: Part I (UCITS) Part II (UCIs) 3. Tr
Page 10 and 11: Part I (UCITS) Part II (UCIs) which
Page 12 and 13: III. specialised investment funds (
Page 14 and 15: IV. available structures The 2002 L
Page 16 and 17: One or more classes of shares or un
Page 20 and 21: 3. The central administration agent
Page 22 and 23: VII. taxation 2002 Law 2007 Law Sub
Page 24: VIII. once-off and ongoing costs at
Page 28: ALFI thanks Arendt & Medernach, whi

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