How to set up a hedge fund supplement, December 2010
Source: Hedge Funds Review | 23 Dec 2010
Categories: Hedge Funds
Topics: Association of the Luxembourg Fund Industry (Alfi) , Luxembourg, Redomiciliation, Jurisdiction, Domicile, Ucits, Regulation, Commission de Surveillance du Secteur Financier (CSSF), Passporting, SIF (specialised investment fund), Distribution
In recent years Luxembourg has enjoyed a steady growth in domiciliation and administration of alternative investment vehicles including hedge, private equity and real estate funds.
The Grand Duchy of Luxembourg with a resident population of over 500,000 includes a large number of people from other countries – 40% of the total population. Every day over 140,000 people cross from neighbouring countries to work there. The Grand Duchy has three official languages – Luxembourgish, French and German – but English is spoken, as are many other languages.
Luxembourg is known for its tax efficiency and a business-oriented environment. The Grand Duchy hosts nearly 150 banks and claims to be the world’s second-largest investment fund centre after the US with fund assets under management (AUM) totalling over €2 trillion at June 30, 2010.
Luxembourg is a leading centre for cross-border registrations with Ucits funds registered for distribution in over 50 countries.
The Grand Duchy has established a competitive legal framework for Ucits funds passported within the European Union (EU) and non-Ucits funds. It claims to be the largest global distribution centre for investment funds in Europe and the world.
In 2007 legislation introduced specialised investment funds (SIFs), a flexible non-Ucits vehicle that is subject to lighter supervision by Luxembourg’s regulator, Commission de Surveillance du Secteur Financier (CSSF). So far over 1,000 SIFs have been set up.
SIFs boosted Luxembourg’s status as an alternative for the redomiciliation of offshore funds and the transformation of unregulated structures into regulated and more transparent vehicles.
The SIF law offers flexibility in terms of structure set-up and investment rules. SIF vehicles are regulated by CSSF but enjoy a flexible supervisory regime. This combination gives Luxembourg a competitive edge compared with the other fund centres.
Luxembourg law also provides a framework for umbrella funds with one or more individual compartments under a single legal structure. Each compartment invests in a different asset class.
Luxembourg funds are exempt from income tax and net wealth tax and no withholding tax is levied on distributions unless the EU savings tax directive applies.
Funds are subject only to subscription tax of 0.01% to 0.05% of net asset value (NAV) unless exempt. Luxembourg has abolished the subscription tax on exchange traded funds and microfinance investment funds.
Funds qualify as taxable persons for VAT with a by-case analysis needed to decide whether VAT registration is necessary.
Related services have grown along with the fund industry. Over 70 depositary banks and approximately 200 management companies have registered with the CSSF. Auditors, law firms, tax advisors and other professionals are established there.
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Luxembourg investment fund regulations and terms |
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1993 Law |
of April 5, 1993 on the financial sector, as amended |
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2002 Law |
of December 20, 2002 on undertakings for collective investment, as amended |
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2007 Law |
of February 13, 2007 on specialised investment funds, as amended |
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Ucits directive |
Council directive 85/611/EEC of December 20, 1985 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (Ucits), as amended |
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EU Savings directive |
Council directive 2003/48/EC on taxation of savings in the form of interest payments |
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Mifid directive |
Directive 2004/39/EC of the European parliament and of the council of April 21, 2004 on markets in financial instruments |
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Regulation on eligible assets |
Grand Ducal Regulation of February 8, 2008 relating to certain definitions of the law of 20 December 2002, as amended, concerning undertakings for collective investment and implementing directive 2007/16/EC of the European Commission implementing Council directive 85/611/EEC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (Ucits) as regards the clarification of certain definitions |
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Circular 91/75 |
of January 21, 1991 on the revision and remodelling of the rules to which Luxembourg undertakings governed by the law of 30 March 1988 on undertakings for collective investment (UCIs) are subject. The title of this circular has not been amended to take into account the fact that the law of March 30,1988 has been replaced by the 2002 law |
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Circular 02/80 |
of December 5, 2002 concerning the specific rules applicable to Luxembourg undertakings for collective investment (UCIs) pursuing alternative investment strategies |
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Circular 02/81 |
of December 6, 2002 concerning the task of auditors of undertakings for collective investment |
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Circular 03/88 |
of January 22, 2003 concerning the classification of undertakings for collective investment subject to the provisions of the law of 20 December 2002 relating to undertakings for collective investment |
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Circular 05/186 |
of May 25, 2005 concerning Luxembourg management companies subject to the provisions of chapter 13 of the law of 20 December 2002 relating to undertakings for collective investment, as well as self-managed investment companies subject to the provisions of article 27 or article 40 of the law of 20 December 2002 relating to undertakings for collective investment |
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Circular 07/308 |
of August 2, 2007 concerning the rules of conduct to be adopted by undertakings for collective investment in transferable securities with respect to the use of a method for the management of financial risks, as well as the use of financial derivative instruments |
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Circular 07/309 |
of August 3, 2007 concerning risk diversification in relation to specialised investment funds |
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Circular 08/356 |
of June 4, 2008 concerning the rules applicable to undertakings for collective investment when they employ certain techniques and instruments relating to transferable securities and money market instruments |
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CSSF |
Commission de Surveillance du Secteur Financier (the Luxembourg supervisory authority of the financial sector) |
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FCP |
Fonds Commun de Placement (common fund) |
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Sicav |
Société d’investissement à capital variable (investment company with variable capital) |
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Sicaf |
Société d’investissement à capital fixe (investment company with fixed capital) |
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SIF |
Specialised investment fund, subject to the 2007 Law |
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UCI |
Undertaking for collective investment, subject to Part II of the 2002 Law |
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Source: Association of the Luxembourg Fund Industry (Alfi). |
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