The FIP is a closed-end mutual fund structure under Brazilian law that allows qualified investors to pool funds for private equity and venture capital projects. At least 90% of a FIP's assets must be invested in stocks, debentures, and other securities of special purpose companies. FIPs are mainly governed by CVM Instruction 391 and can be used for various sectors and tax planning purposes. Notable features include a fixed maturity, different quota classes, and investment limits for pension funds.
EisnerAmper LLP Explains the new California custody ruleKeith Miller
Get ready investment advisers registered in California. The State has a new asset custody rule for you. In plain English, here is what you need to know.
Understand what a Collective Investment Scheme (CIS) is
Understand the key stakeholders within the CIS environment
Have an idea of the Legal Framework of a CIS
Understand the corporate governance landscape
Understand the operational environment and pain points
In light of a lot of news relating to sham entities garnering funds through fraudulent investment schemes with promise of huge returns mainly in the name of property development and agriculture, SEBI has in the last few years, intensified its scrutiny of investment structures that raise domestic capital on an unregulated basis. Securities Appellate Tribunal recently passed an order upholding SEBI’s findings against Alchemist Infra Reality Limited. The SAT order along with recent pronouncement by the Supreme Court have probed unregulated investment arrangements to conclude whether or not they constitute CIS, as Schemes are required to be registered with SEBI in pursuance to Securities And Exchange Board Of India (Collective Investment Schemes) Regulations, 1999
Global and local Implementation
Timeline for early adopters
Integration of CRS into the Cyprus Tax National Law
Entity Classification
Reporting/Non-reporting Financial Institutions (FI)
Defining FI
Depository Institutions
Specified Insurance Company
Custodial Institution
Investment Entities
Defining Non-Financial Institutions (NFEs)
Active NFEs
Criteria of being considered a NFE
Based on Income and Assets
‘Substantially all ’ - Holding Company
‘Treasury Centre’ – Financing Company
Under CRS definitions & examples
Non-profit Organisations
Reporting and Timing
Sanctions for non-Compliance
EisnerAmper LLP Explains the new California custody ruleKeith Miller
Get ready investment advisers registered in California. The State has a new asset custody rule for you. In plain English, here is what you need to know.
Understand what a Collective Investment Scheme (CIS) is
Understand the key stakeholders within the CIS environment
Have an idea of the Legal Framework of a CIS
Understand the corporate governance landscape
Understand the operational environment and pain points
In light of a lot of news relating to sham entities garnering funds through fraudulent investment schemes with promise of huge returns mainly in the name of property development and agriculture, SEBI has in the last few years, intensified its scrutiny of investment structures that raise domestic capital on an unregulated basis. Securities Appellate Tribunal recently passed an order upholding SEBI’s findings against Alchemist Infra Reality Limited. The SAT order along with recent pronouncement by the Supreme Court have probed unregulated investment arrangements to conclude whether or not they constitute CIS, as Schemes are required to be registered with SEBI in pursuance to Securities And Exchange Board Of India (Collective Investment Schemes) Regulations, 1999
Global and local Implementation
Timeline for early adopters
Integration of CRS into the Cyprus Tax National Law
Entity Classification
Reporting/Non-reporting Financial Institutions (FI)
Defining FI
Depository Institutions
Specified Insurance Company
Custodial Institution
Investment Entities
Defining Non-Financial Institutions (NFEs)
Active NFEs
Criteria of being considered a NFE
Based on Income and Assets
‘Substantially all ’ - Holding Company
‘Treasury Centre’ – Financing Company
Under CRS definitions & examples
Non-profit Organisations
Reporting and Timing
Sanctions for non-Compliance
Fraud is a deception deliberately practiced in order to secure unfair or unlawful gain. As a legal construct, fraud is both a civil wrong (i.e., a fraud victim may sue the fraud perpetrator to avoid the fraud and/or recover monetary compensation) and a criminal wrong (i.e., a fraud perpetrator may be prosecuted and imprisoned by governmental authorities). Fraud has become a big topic of discussion with the coming of the new Companies Act '13. It is now vital that the companies understand the need for fraud mitigation. This presentation provides a brief idea as to what the new provisions with regard to fraud are and what are the penalties applicable in case such a fraud is detected. Hence fraud management should be put under a zero tolerance banner by the top management of any company.
Developments in Personal Insolvency & BankruptcyJim Stafford
Discussion of developments in Irish Personal Insolvency & Bankruptcy legislation with a particular focus on Personal Insolvency Arrangements and the treatment of pensions.
IFRS 10 set the rules and principles for preparing Consolidated Financial Statements when an entity owns one or more other entities. It also includes the history and background of the IFRS 10 that how it came into existence.
Another example of an FSA/FCA final notice, this time given to individuals. The FSA is often seen as an unfair, heavy-handed regulator that damages small to medium size businesses - they're easier targets. So much so, it's scheduled to be disbanded in early 2013.
Solution Manual Advanced Accounting Chapter 15 9th Edition by BakerSaskia Ahmad
Solution Manual, Advanced Accounting, Thomas E. King, Cynthia Jeffrey, Richard E. Baker, Valdean C. Lembke, Theodore Christensen, David Cottrell, Richard Baker, Advanced Financial Accounting, Advanced Financial Accounting by Baker Chapter 18, Advanced Financial Accounting by Baker Chapter 18 9th Edition, 9th Edition,
Fraud is a deception deliberately practiced in order to secure unfair or unlawful gain. As a legal construct, fraud is both a civil wrong (i.e., a fraud victim may sue the fraud perpetrator to avoid the fraud and/or recover monetary compensation) and a criminal wrong (i.e., a fraud perpetrator may be prosecuted and imprisoned by governmental authorities). Fraud has become a big topic of discussion with the coming of the new Companies Act '13. It is now vital that the companies understand the need for fraud mitigation. This presentation provides a brief idea as to what the new provisions with regard to fraud are and what are the penalties applicable in case such a fraud is detected. Hence fraud management should be put under a zero tolerance banner by the top management of any company.
Developments in Personal Insolvency & BankruptcyJim Stafford
Discussion of developments in Irish Personal Insolvency & Bankruptcy legislation with a particular focus on Personal Insolvency Arrangements and the treatment of pensions.
IFRS 10 set the rules and principles for preparing Consolidated Financial Statements when an entity owns one or more other entities. It also includes the history and background of the IFRS 10 that how it came into existence.
Another example of an FSA/FCA final notice, this time given to individuals. The FSA is often seen as an unfair, heavy-handed regulator that damages small to medium size businesses - they're easier targets. So much so, it's scheduled to be disbanded in early 2013.
Solution Manual Advanced Accounting Chapter 15 9th Edition by BakerSaskia Ahmad
Solution Manual, Advanced Accounting, Thomas E. King, Cynthia Jeffrey, Richard E. Baker, Valdean C. Lembke, Theodore Christensen, David Cottrell, Richard Baker, Advanced Financial Accounting, Advanced Financial Accounting by Baker Chapter 18, Advanced Financial Accounting by Baker Chapter 18 9th Edition, 9th Edition,
BIA/Kelsey's Top 10 Predictions for Local Media in 2013BIA/Kelsey
2013 is already off to a fast start, with the industry intensely focused on key acquisitions and major technology investments, rich content distribution, advancements in native advertising and sales channel innovation. In this slide deck, BIA/Kelsey analysts outline the events and activities that will have the biggest effect on the local media industry this year.
Adivina quién viene a CDNear esta nochez0mbiehunt3r
Talk about how to identify and map CDN topology and technologies being used as well as several potential attack vectors against this kind of networks. Also, I explained how to process different information collected about a CDN network to infer routers information like role, vendor, peers and so on to create a graph database and apply some graph theory to spot critical assets. Everything was shown with a tool programmed for that, "CDN Mapper&Analyzer" (CDNMA). Finally few vulnerabilities (both reported and undisclosed) from CDN providers were shown.
15. Sächsisches GI/GIS/GDI Forum
Dresden, 15. September 2015
GI29015 – INTRODUCTION TO OPEN DATA MANAGEMENT IN EUROPE OF REGIONS –
Doz. Dr. Frank HOFFMANN, CSc – Vorstandsvorsitzender IGN e.V.
Academician of International Eurasian Academy of Sciences (IEAS)
15. Sächsisches GI/GIS/GDI Forum und Club of Ossiach Workshops,
Dresden: 15. September 2015
THE ADDED VALUE OF COPERNICUS AND GALILEO FOR GEO-INFORMATION AND LBS AT THE SERVICE OF AGRICULTURE & FORESTRY IN THE REGIONS
Stefaan DE MEY & Grazia FIORE, EURISY / Paris, France
Your Qualified Opportunity Zone Questions AnsweredCBIZ, Inc.
Taxpayers can now realize substantial tax savings by investing in Qualified Opportunity Funds (QOF), which are designed to attract new investment into designated low-income communities or Qualified Opportunity Zones (QOZs). This article provides This article provides answers to key questions about who can invest, what are eligible QOZ investments, requirements, how to apply and more.
With a view to develop the framework for investment funds in IFSC, the International Financial Services Centre Authority (IFSCA) has proposed to issue IFSCA (Fund Management) Regulations, 2022 (Draft Fund Management Regulations/Draft Regulations), based on global best practices, focusing on the ease of doing business.
International Financial Services Centre Authority (Fund Management) Regulati...Beacon Trusteeship Limited
The International Financial Services Centres Authority (Fund Management) Regulations, 2022 have been published by the International Financial Services Centres Authority (IFSCA).
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To know more visit us now:
www.beacontrustee.co.in
Fund management regulation in Cayman Islands, 2020, Loeb Smith AttorneysLoeb Smith Attorneys
Read on to learn about fund management regulation, fund marketing, retail funds, non-retail pooled funds, separately managed accounts, and recent developments.
Cayman Compliant Series - Private Funds investing in FinTech, Digital Assets,...Ramona Tudorancea
Brief overview of the 2020 upgrade of the Cayman Islands private investment funds regime, for VC/PE funds investing in the digital assets and blockchain space.
Will the BVI Approved Manager regime become, even for Cayman Islands investment funds, the preferred offshore option for establishing an Investment Manager?
Attached is the May 2021 publication of the Technical Brief for Investment Funds, a newsletter developed by the Loeb Smith Cayman Islands Investment Funds Technical Team. As regulatory compliance becomes increasingly a key focus for both Cayman investment funds and CIMA as regulator, this Technical Brief covers, among other things:
FATCA/CRS Summary and Update
Considerations for Directors of Cayman Regulated Open-ended Funds
Cayman Islands’ Rule on Cybersecurity for Regulated Entities
New Administrative Fines for breach of Regulatory Laws.
If you have any questions, please reach out to your usual Loeb Smith contacts or any member of our Investment Funds Technical Team shown in the Bulletin
1. Private Equity Funds
in Brazil
Fundo de Investimento
em Participações - FIP
Luiz Otávio P. Villela
June 2011
2. Brazilian PE Fund (“FIP”)
General Information
• Closed-end mutual fund
• At least 90% of fund’s assets must be invested in
stocks, debentures, subscription warrants and other
securities issued by a special purpose company
(SPC) which qualifies as a target for the FIP.
• Mainly ruled by CVM Instruction nº 391 (2003) and
the Infrastructure FIP by CVM Instruction nº 460
(2007) which mirrors Law nº 11.478/2007.
3. Brazilian PE Fund (“FIP”)
General Information
• Most suitable vehicle in Brazil for Venture Capital
and Private Equity projects
• May be used in tax plannings to reduce the taxable
income in sale of assets
• May be used in insolvency restructuring processes
• FIP’s allocation can be made by business sector,
multisector, single SPC or by other criterion.
• Fund raising through registered public offerings or
limited efforts’ offering exemption (similar to a
private placement)
4. Brazilian PE Fund (“FIP”)
General Information
• Fixed maturity subject to extension for a pre-
established period of time
• May adopt different types of quotas with
distinguished seniority claim levels, which are held
either in electronic scrip or book-entry
• Investors: financial institutions, insurers, pension
funds and other qualified investors holding other
investments exceeding R$ 300,000
• FIP’s minimum investment value: R$ 100,000
• FIP shall exert active influence over the
management of the invested SPC.
5. Brazilian PE Fund (“FIP”)
General Information
• Allows channeling funds into specific sectors or
projects which meet certain parameters.
• An “Investment Committee” formed by members
indicated by the fund’s manager and its top
investors according to the fund’s internal rules
may be adopted to decide on the allocation of
fund’s assets.
6. Brazilian PE Fund (“FIP”)
General Information
• FIP must be audited by an independent auditor
• Charges: Management Fee (%) varies according to
the FIP’s assets. Extra performance fee may be
charged upon achievement of benchmarks.
Custody and other fees may also apply.
• FIP does not qualify for the guarantee of the
Brazilian deposit guarantee fund (FGC)
• Pre-established investment and desinvestment
periods are usual
• Desinvestment occurs through IPO, secondary
market sale or repurchase.
7. Brazilian PE Fund (“FIP”)
Pension fund Investment Limit
Pension fund and official funds investment limits:
• Pension Fund:
May invest up to 20% of its assets in FIP’s
The pension fund investment is limited to 25% of
the FIP’s cotas/assets
• Retirement institutes sponsored by federal, state
and municipal governments:
May invest up to 5% of its assets in FIP’s
The institute’s investment is limited to 20% of
the FIP’s cotas/assets
8. Brazilian PE Fund (“FIP”)
Management and Governance of
Invested SPC’s
The fund may participate in the SPC’s decisions in any
of the following manners:
I. Relevant shareholding (corporate control block)
II. Shareholders Agreement
III. Appointment of Board members; and
IV. Other arrangement securing active influence on
the company’s strategy and management control.
9. Brazilian PE Fund (“FIP”)
SPC’s Eligibility Criteria
Eligible SPC’s: Corporation, publicly-held or not, which:
- Has not issued “parte beneficiária” (profit-sharing
security)
- Adopts an uniform office term of 1 year for the Board
of Directors (or 2 years in case of a “FIP-IE”)
- Discloses contracts with related parties, Shareholders
Agreements, SOP’s and other relevant contracts
- Adopts arbitration clause for corporate disputes
- Balance sheets are audited by independent auditors
- Commits to join one of BM&FBovespa’s special stock
exchange segments if the SPC goes public.
10. Brazilian PE Fund (“FIP”)
CVM Filings
CVM Filings:
1. The FIP requires a prior registration at CVM, which
is accomplished upon filing the documents listed in
CVM’s Instruction 391 (Meeting Minutes, FIP’s
Regulation (Charter), Affidavits etc.)
2. Each new offering also requires a registration
statement with CVM (except for public offerings
with limited efforts pursuant to CVM Instruction
476/09).
11. Brazilian PE Fund (“FIP”)
Dropdowns and noncash withdrawals
Noncash payments:
CVM Instruction 391 allows creditors of an invested
company under reorganization to acquire FIP’s cotas
paying with assets or credit rights enforceable
against the invested company supported by a
valuation report. In practice, any investors may
acquire FIP cotas paying with any securities or credit
rights.
If the fund’s rules allow, the investors’ withdrawal
may also be made with assets and rights (including
securities).
12. Brazilian PE Fund (“FIP”)
Chart Flow
Investors: Custody, treasury
QUALIFIED and back-office
INVESTORS CUSTODY
may also be
R$ discharged by the
Administrator
FIP ADMINISTRATOR
Administrator may
Securities Firm,
Bank etc. also manage the
fund’s assets if
SPC’s MANAGER
licensed by CVM
Asset Management
13. Brazilian PE Fund (“FIP”)
Tax Matters
Tax Status (Law 11.312/06):
Upon repayment, Redemption value less Acquisition
value = taxable gain: 15% Income tax
(FIP must have 67% or more of its investments
composed of stocks, convertible debentures and
subscription warrants issued by Brazilian corporations)
No semestral share-deduction taxation
Dividend received by FIP from invested companies may
be rolled-over to investors, pro rata to their fund’s
cotas, totally tax-free.
14. Brazilian PE Fund (“FIP”)
Tax Matters
Income tax rate for nonresident investors is 0% if:
(a) investor and related parties hold less than 40% of
the FIP cotas (or corresponding rights); and
(b) FIP’s investment has up to 5% in debt securities
(except convertible debentures and government
bonds).
This tax benefit does not apply to parties domiciled or
resident in “Tax Heaven” jurisdictions.
15. Brazilian PE Fund (“FIP”)
Tax Matters
IOF on entry of funds from offshore investors:
Brazil levies an IOF tax on nonresident investments
in FIP’s at a 2% rate, which is due upon the FX
conversion into Brazilian currency after the funds
enter Brazil for credit into the fund account.
16. Brazilian PE Fund (“FIP”)
Infrastructure FIP
Infrastruture FIP (FIP-IE): CVM 460/07 & Law 11.478/07
⇒ May qualify for credit support from Brazilian
development agencies (e.g. BNDES programs)
⇒ Within 180 days from incorporation, fund must have
95% of its assets invested in stocks or subscription
warrants issued by companies or projects of energy,
transportation, water and sewerage and irrigation
⇒ SPC’s project must have started after Jan 22, 2007
⇒FIP-IE must have at least 10 investors, each one
having 20% or less of the fund cotas or its
corresponding rights