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Plf SA


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Plf SA

  1. 1. Credit SuisseYour partner for your fund solutionDate: June 2011
  2. 2. Introducing Credit Suisse GroupOur qualities and key financial figures Credit Suisse Group is a world-leading financial services company, advising clients in all aspects of finance, around the world, around the clock. Credit Suisse is a client-focused and integrated bank, focusing on complex client needs and value-adding businesses, leveraging the global expertise of our three divisions, Private Banking, Investment Banking and Asset Management. Global bank headquartered in Zurich We care about your business Total number of employees: 50,100 in more than 50 countries Assets under management: CHF1253bn Return on equity: 14.4% Top 3 Best Global Top Credit Agency Ratings: Tier 1 Ratio Bank in 2010 Aa2, A, AA- (17.2%) Department External Asset Manager Slide 2
  3. 3. Credit Suisse and External Asset ManagersExperience, breadth and depth enable excellence in execution and quality Department of External Asset Managers (EAM): Clients Wealth and Asset Managers served by Multi-Family Offices the EAM desk Financial Planners and Advisors Investment Fund Providers and Managers Banking EAM The EAM desk has over 250 employees You Department 11 locations in 8 countries Approximately CHF75bn Asset under Management Asset Private booked by EAM at Credit Suisse Facts & Management Banking figures Relationship Managers, Investment Advisors and a variety of specialists dedicated to your requirements Unique access to all services within the integrated bank, under the umbrella of Private Banking Specialised in Integrated servicing of Combined services B2B business provision all your business streams from PB, IB & AM Department External Asset Manager Slide 3
  4. 4. Our fund expertiseProven international track record for proprietary as well and white labelled funds Credit Suisse overall Credit Suisse EAM Desk Over CHF175bn in fund business is booked on Well balanced mix of on-/offshore our platforms in Luxembourg or Switzerland jurisdictions CS covers all asset classes (e.g. global equities Open platform approach, continuous or mixed portfolios) and all kinds of funds review of new jurisdictions (mutual funds, FoHF, all HF strategies, family Onboarding of about 30 funds at the EAM funds) desk per annum Labelled fund business accounts for around Dedicated fund onboarding team consists 29% of the total volume of 5 employees at the EAM desk Distribution of fund investments Distribution of fund jurisdictions 1% 11% 11% Bahamas 18% Equities 22% 1% 2% Bermuda Fixed Income BVI Money Market 0% Cayman Islands 30% Germany Alternative investments 31% Luxembourg Fund of Funds 25% 39% Malta 9% Other 0% Other Department External Asset Manager Slide 4
  5. 5. Your integrated partner for your fund structure Broker Services by CS and partners Board of Directors Brokerage Signs all relevant Integrated offering Order execution documents for new Done-away trades Investors subfund of all services Fulfills all regulatory and compliance duties Custodian Nominee Company (-ies) Safekeeping Subscription and redemptions on behalf of Payment transactions investors Coupon collection Additional layer of confidentiality Auditor Corporate actions Open platform Financing Annual fund audit Audit of financial approach statements Administrator Private Label Fund Fund registration Fund accounting Strategical and tactical allocation of NAV- calculation fund assets to target investments Upgrade your Legal Advisor Representative function due diligence Subscription and Creation of legal fund by co-operating redemptions documents management: Transfer Ongoing legal advice with a high-quality Agent partner Investment Manager Investment Advisor Takes investment Non-discretionary advise decisions to the Investment Discretionary mandate Manager Fields of your expertise Department External Asset Manager Slide 5
  6. 6. Starting point: Service universe for funds Incorporation services Brokerage services Advisory on legal setup Investment products & advice Project management Trading & execution services Supervising launch of fund Research services Prime Services Administration services Custody servicesFund Solutions Fund accounting & NAV Depository bank services calculation Safekeeping/ accounts Substance, compliance & risk Settlement / asset servicing management Cash payments Registration Financing Management company and transfer agency Global reporting One partner High and continuous Full guidance who consolidates all fund investment in the through all aspects of services in one division fund platform your structure Department External Asset Manager Slide 6
  7. 7. Additional offering servicing your sophisticated needsA wide range of enhanced services that you can choose from FinancingBesides the basic Lombard loans Specialized advicefund services, CS can provide you Securities Investment advisorymany other fund lending & Direct access to Reporting related services borrowing trading floor (DAC) Hedge fund advisory Statement of investments Set-up support Performance calculation Customized reportsWe support you in choosing the PLF Investment productsadequate services Stocks, Bonds, Funds for your fund Structured products Alternative investments eToolsBy choosing single Credit Suisse Research EAM Net / Net Home services you can Investment Banking Invest Net tailor the – primary research Portfolio Netsolution that best Automated interface to Private Banking suits your needs portfolio management – secondary research systems Department External Asset Manager Slide 7
  8. 8. Fund structuring and setup servicesOur open platform approach enables a solution tailormade to your needs The foundation of a fund is a significant and important step for your company. A to Z: As a partner, we would like to support you with our knowledge and our network End-to-end to ensure we jointly do it in the right way to grow your business. coverage of your projects Advisory Process Needs analysis Fund design Due diligence Implementation Life-cycle Focus on the Because every we tailor a compliant with where we take on acquisition of client is different ... custom structure ... global standards ... the project lead. your clients (We do the rest to Project Management & Incorporation Services get it started) Complete Process Management Coordination of all involved parties Reliable Project Management Dedicated specialists and Planning, Reporting & Control Ensuring proper documentation project managers Supervising launch of Fund Overlooking initial subscriptions in CH, Lux, UK & Singapore Department External Asset Manager Slide 8
  9. 9. Our global choice of jurisdictionSpectrum of jurisdictions is huge, yet the choice is highly dependent on your needs Topics to consider about the fund jurisdiction Structuring flexibility Costs Supervision & regulation Distribution Reputation Investment strategy Quality and availability of Investor profile local service providers Setup time Taxation Operational jurisdiction Bahamas Guernsey British Virgin Islands Jersey Jurisdictions Cayman Islands Luxembourg Germany Malta Gibraltar Switzerland Global coverage Advice on the Range from of all major fund selection of your highest flexibility to jurisdictions fund domicile full supervision Department External Asset Manager Slide 9
  10. 10. Selected Fund jurisdictionCayman Islands summary Properties Common legal forms: – Exempted Company (most common form) – Unit Trust – Exempted Limited Partnership – Segregated Portfolio Company (SPC)Cayman Islands Regulated by the Cayman Islands Monetary Authority (CIMA) No public offering; restricted to Taxation qualified (minimum investment of USD 100000) and/or institutional No taxation on fund level investors Licensing Fee USD 7000 Full freedom to Highest flexibility regarding Straight-forward select service providers your investment strategy implementation procedures from abroad Department External Asset Manager Slide 10
  11. 11. Selected Fund jurisdictionLuxembourg summary Properties Common legal forms: – SICAV is a corporate vehicle with variable share capital – SICAF is a corporate vehicle with fixed share capital – SICAR is a corporate vehicle which deposit its funds in risk assets Luxembourg – FCP’s are contractual type vehicles (such as unit trusts) Taxation Regulated by the Commission de Surveillance du Secteur Financier (CSSF) One-time capital duty of EUR 1250.- High regulations tend to provide lower Annual subscription tax (tax structuring flexibility dabonnement) of: Public offering possible – 0.01% for SIF – 0.05% for all other structures Highest regulatory Biggest fund Clear sign of quality environment with jurisdiction in Europe for your investors best reputation Department External Asset Manager Slide 11
  12. 12. Administration & management company services Administration is the"heart of a fund". Rely on the quality servicespersonal service of a Our and the Swiss premier bank to ensure best day-to-day processing of your fund. Administration & processing services NAV calculation, fund accounting, financial Assets under Administration Assets under reporting, tax services, payment services (in bn CHF) administration: Transfer Agency CHF 146.7 bn 120 Issue / redemption of units Number Supply/publishing prices of funds: 80 Distribution support services 264 Registrar services, stock exchange listing 109.1 40 Investment compliance 49.6 Investment control, compliance reporting 0 Management company &domiciliation CS labelled 3rd party Liaison with auditor & regulators Efficiency and Proof of concept: Private Banking is fully less reconciliation: Your fund would run on committed to the Administration & Custody same platform as our own administration business out of one hand funds Department External Asset Manager Slide 12
  13. 13. International custody solutionsMarket leader through superior flexible solutions across all custody services Best Global Custody & Best Private Banking Services in 2010 Custody services Several Booking Centers Custodial services offered Local presence available to white-labelled funds in all major fund jurisdictions Switzerland Cash management Payments Gibraltar Compliance monitoring Prime Brokerage Guernsey Corporate actions Proxy voting Luxembourg Coupon collection Safekeeping Singapore Depository bank control Being a Securities accounting Private Bank, Hong Kong Investment reporting Tax reimbursement claim strong history London as Custodian Department External Asset Manager Slide 13
  14. 14. Overview on Investment & Transactional ServicesUnique market access and service depth ... ... through access to our Swiss-based comprehensive advice and best execution platform, in the Private Banking Divison in Switzerland ... or through access to our award winning algorithmic execution platform and the listed derivatives clearing and execution platform, in our Investment Banking Division based in London ... with provision of a first-class global research universe Large Scale Private Banking product platform capable of handling the high Best people (very low fluctuation rate) volumes Comprehensive operational excellence in Large long-term, continous IT investments front to back processing (low error rate) Access to more than Dedicated investment Coverage of all markets: 80 markets and advisor providing From opening in HK all asset classes best execution to closing in NY Department External Asset Manager Slide 14
  15. 15. Spectrum of Prime Services Prime Financing Global Fixed Income & FX Prime Securities Prime brokerage and portfolio Specialist expertise integrated Acting as a bank and a swaps across asset classes within Prime Brokerage broker-dealer Prime Capital Prime Technology Prime Execution Access to capital across all Access to the firm’s Technological solutions of PRIME SERVICES investment strategies award-winning infrastructure order execution Reporting capabilities Prime Risk Prime Research &Analytics Leading-edge, multi-product, Cross-product margining Customizable company and multi-asset class platform across capital structure market analysis capabilities Best Prime Broker & Multi-asset integration: Industry leadership: Best Overall Trading Group One of the best integrated Active involvement with in 2010 Prime Brokers regulatory bodies Department External Asset Manager Slide 15
  16. 16. Technology platformInnovative services to support you in managing portfolios, investments and products Competitive advantages Comprehensive functionality, from a powerful transaction platform to high-end-client reporting EAM Net Home Global information Easy-to-use applications, that are used internally within portal Private swift Formalities Credit Suisse Network Application Connectivity with portfolio management systems Relationship opening Real-time connectivity, compatible with many Portfolio EAM Net Management Systems Positions, portfolio &transaction Portfolio FOREX Net Trading Multi-national technology approach for all booking centers Reporting & performance calculation FX deals world-wide INVESTNet Portfolio analysis & Direct market access via FIX protocol investment proposals Interfaces to multiple front-end providers (Bloomberg, Reuters, TradingScreen (recommended), etc) Flexibility: No more reconciliation: Flexible front-end: 24 hrs access Automated data feed Connect your own through CS technology to your PM system trading system with CS Department External Asset Manager Slide 16
  17. 17. We tailor our services to your needsProviding a holistic support to you We can offer Setup support from A to Z: from first advice over legal setup to technology Flexible creation of structures: from single funds to umbrella structures Open platform approach: from the fully integrated solution to Custody or Brokerage services only One of the best brands in the industry Strong platforms for Custody, Brokerage and Administration Tailored solutions State-of-the-art technology solutions Highly motivated people ... improve the quality ... manage your portfolio ... speed up your of your fund and let us take care investments through by partnering with us of the rest our power platformsFinally, you can ... access your portfolio ... fully implement your ... access a variety of realtime and place order strategy due to add-on services through wherever you are our market coverage one point of contact Department External Asset Manager Slide 17
  18. 18. AppendixA glance at Credit Suisses PLFoffering in Luxembourg
  19. 19. Luxembourgs UCITS, UCI, SIFComparison UCITS UCI SIF Invests in listed securities Generally flexible Reserved for qualified and/ or other liquid regarding investment investors financial assets vehicles and fund Minimum investment is Open-end vehicle structure EUR 125000 or Public offering possible Use of derivatives very assessment from restricted qualified financial Very restricted use of Supervision of specified actor derivatives eligible securities Broad range of assets Supervision of specified Must not publicly promote investable eligible securities fund for capital raising in Complies with theFund structures Fund manager with EU (ex Luxembourg) general principle of specific license required Shares of which, under risk diversification Investor profile: open their constitutional Rapid approval No direct investment in documents, may only be process and thus real estate, commodities sold outside the EU quickly launched or hedge funds Public offering only in Existing Umbrella Existing Umbrella Luxembourg possible structure: Expert structure: White Fleet Investor Existing Umbrella structure: Maestro Department External Asset Manager Slide 19
  20. 20. UCITS III: Basic information and advantagesUndertakings for Collective Investments in Transferable Securities UCITS III – an overview Advantages of a UCITS III A European fund standard with a national Open investor profile: As a public fund, an implementation: The UCITS standard is defined UCITS may be sold by all types of clients, on a European level, however, the concrete including retail investors. UCITS funds therefore implementation is done by the respective offer the possibility to approach a large potential country. investor basis. Investment flexibility: The range of assets eligible Public offering possible: As a fund with a for an UCITS is restricted. An UCITS may invest European passport, the UCITS benefits of a in listed securities and / or other liquid financial simplified approval process for public offering in assets. No direct investments in real estate, various EU countries. commodities or hedge funds are allowed. Excellent reputation: Originally considered as a Regulation: All involved service providers are European fund product, UCITS III has acquired obliged to fulfill high regulatory requirements, brand qualities, and the UCITS III label is now therefore contributing to a high standard and seen as a sign of quality all over the world. reputation of UCITS funds. The Investment manager for example needs to be supervised Efficient tax regime: No taxation on fund level, and regulated by the respective regulatory For institutional share classes, a reduced taxe authority (CSSF, FINMA, FSA or equivalent). dabonnement of 0.01% is applied. Department External Asset Manager Slide 20
  21. 21. Specialized Investment Fund (SIF) SIF – an overview Investments Investors Institutional investors A broad range of assets are eligible such as derivatives, real estate, hedge funds, private Professionals investors equity Any individual investor who has been declared The offering memorandum of the SIF defines informed, and is investing at least €125,000, or the policy and limits, including the limits for has an appraisal from a credit institution, an borrowing (no other restrictions regarding investment company or a management company borrowing in place) certifying their ability to invest in the fund Risk spreading: Maximum of 30% of assets in similar securities Service Provider issued by the same body unless the issuer is Depositary Bank: Luxembourg bank or an EU subject to equivalent risk spreading rules or the branch approved by the CSSF issuer is an OECD Member State or one of its Central administration: must be located in public institutions Luxembourg Short selling, derivatives and OTC transactions Broker / Prime Broker: No specific requirement are subject to similar risk spreading rules (residency, honorability, etc.) No promoter required Department External Asset Manager Slide 21
  22. 22. Credit Suisses existing Umbrella Structure for your benefit Broker CREDIT SUISSE OTHER BANKS Credit Suisse AG, Zürich Investors Investors Investors ... Investors ... Brokerage & Order execution Custodian Nominee Company Nominee CompaniesCredit Suisse (Luxembourg) S.A. Credit Suisse Other Banks Request subscriptions and Safekeeping redemptions on behalf of investor Coupon collection & Corporate actions Payment transactions Board of Sign all relevant Umbrella documents for Directors new subfund, Administrator Expert Investor SICAV Credit Suisse Fund – SIF, UCI, UCITS by Credit Suisse e.g. account documents Services (Luxembourg) S.A. Luxembourg Fulfill all Subscriptions regulatory and and redemptions mgmt Sub-Fund compliance Other duties Fund registration <Your Name> Representative function Fund accounting Assets Sub-Fund NAV-calculation Supply/publishing prices Auditor PwC Investment Manager Other Annual audit <Your Firm> Investment Manager Takes investment decisions Department External Asset Manager Slide 22
  23. 23. Advantages of a CS umbrella solutionCS umbrella solution in Luxembourg Advantages Cost sharing between sub-funds (Board of Directors / Management Company, Auditor, Legal Advisor) CS Fund Solution in Luxembourg Appointment of Board of Directors can be avoided Reduction of administrative efforts, as processes in SIF solution: Expert Investor SICAV-SIF the existing structure already defined UCI solution: Maestro SICAV (Luc) Well–rehearsed network of established partners UCITS solution: White Fleet (Lux) Fund Promoter provided if legally required Each portfolio is segregated for bankruptcy or liquidation purposes No incorporation needed unlike for a dedicated fund company Cost reduction Administrative efficiency Reduction of complexity Department External Asset Manager Slide 23
  24. 24. Possible Umbrella Fund Structure in LuxembourgComparison of the White Fleet, Maestro SICAV and Expert Investor SICAV-SIF (I/II) White Fleet Maestro SICAV Lux Expert Investor SICAV-SIFJurisdiction Luxembourg Part I of the Luxembourg Part II of the Luxembourg Law Specialized Investment Fund Law of 2002 for of 2002 for Undertakings of Law 2007Law Undertakings of Collective Investments Collective Investments UCITS fund - open-ended UCI fund - open-ended SICAV SIF fund - open-endedFund structure SICAV structure structure SICAV structure One or more sub-fund(s) of an existing umbrella fund structureMinimum No minimum subscription No minimum subscription EUR 125’000 for privatesubscription applies applies investorsFund management Mulit Concept Fund Management S.AFund Administration Credit Suisse Asset Management Fund Services (Luxembourg) S.A., LuxembourgCustodian Credit Suisse (Luxembourg) S.A., LuxembourgInvestment Manager To be determined according to the regulatory provisionsAuditor PWC, LuxembourgRegulatory authority CSSF, Luxembourg Department External Asset Manager Slide 24
  25. 25. Possible Fund Structure in LuxembourgComparison of the White Fleet, Maestro SICAV, and Expert Investor SICAV-SIF (II/II) White Fleet Maestro SICAV Lux Expert Investor SICAV-SIF UCITS funds have the UCI funds have a higher level of SIF Law provides a lower level highest level of regulation regulation of regulation as lower level ofLevel of regulation due to possible retail protection is needed for distribution qualified investorsTime to market 2-3 months 2 months 1-2 months Low flexibility (e.g. regulation Lower flexibility (e.g. acceptance Higher flexibility (e.g. no of investment manager and in of the investment manager and in regulation of the investment terms of possible investments terms of possible investments => manager and in terms ofFlexibility => to comply with strict lower restriction level ) possible investments => very UCITS III investment high investment flexibility) restrictions) The investment manager The investment manager needs The investment manager needs to be regulated by the accepted by the CSSF does not need to be CSSF or by a equivalent According to AIFMD must be regulated by the CSSF or a financial market authority regulated by the CSSF or by a CSSF equivalent financialInvestment Manager abroad equivalent financial market market authority abroad authority abroad According to AIFMD must be regulated by the CSSF or by a equivalent financial market authority abroad Public distribution possible Limited public distribution possible No public distribution possiblePublic distribution where registered (e.g. (e.g. Luxembourg registration (private placements only) Switzerland, Germany, etc.) possible) Department External Asset Manager Slide 25
  26. 26. General disclaimer / Important informationThis document was produced by and the opinions expressed are those of Credit Suisse as of the date of writing and are subject to change. It has beenprepared solely for information purposes and for the use of the recipient. It does not constitute an offer or an invitation by or on behalf of Credit Suisse to anyperson to buy or sell any security. Nothing in this material constitutes investment, legal, accounting or tax advice, or a representation that any investment orstrategy is suitable or appropriate to your individual circumstances, or otherwise constitutes a personal recommendation to you. The price and value ofinvestments mentioned and any income that might accrue may fluctuate and may fall or rise. Any reference to past performance is not a guide to the future.The information and analysis contained in this publication have been compiled or arrived at from sources believed to be reliable but Credit Suisse does notmake any representation as to their accuracy or completeness and does not accept liability for any loss arising from the use hereof. Credit Suisse may haveacted upon the information and analysis contained in this publication before being made available to clients of Credit Suisse. Investments in emergingmarkets are speculative and considerably more volatile than investments in established markets. Some of the main risks are political risks, economic risks,credit risks, currency risks and market risks. Furthermore, investments in foreign currencies are subject to exchange rate fluctuations. Before entering intoany transaction, you should consider the suitability of the transaction to your particular circumstances and independently review (with your professionaladvisers as necessary) the specific financial risks as well as legal, regulatory, credit, tax and accounting consequences.Neither this document nor any copy thereof may be sent to or taken into the United States or distributed in the United States or to a US person, in certainother jurisdictions the distribution may be restricted by local law or regulation. Neither this report nor any copy thereof may be sent, taken or distributed inJapan.Credit Suisse, a Swiss bank, is authorized and regulated by the Swiss Federal Banking Commission. Credit Suisse disseminates research to its clients,which has been prepared by either itself or any of its affiliates.This document has been issued in Hong Kong by Credit Suisse Hong Kong branch, which is an Authorized Institution licensed by the Hong Kong MonetaryAuthority and a Registered Institution under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).Credit Suisse (Deutschland) AG, authorized and regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht, disseminates research to its clients thathas been prepared by one of its affiliates.This document has been issued in the UK by Credit Suisse (UK) Limited and Credit Suisse Securities (Europe) Limited, London. Credit Suisse Securities(Europe) Limited and Credit Suisse (UK) Limited are associated but independent legal and regulated entities within the Credit Suisse Group. Both areauthorized and regulated by the Financial Services Authority. The protections made available by the UK’s Financial Services Authority for private customersdo not apply to investments or services provided by a person outside the UK, nor will the Financial Services Compensation Scheme be available if the issuerof the investment fails to meet its obligations.This document may not be reproduced either in whole, or in part, without the written permission of Credit Suisse.© 2011, Credit Suisse Group AG Department External Asset Manager Slide 26