Brochure sur le Brexit

1. Brexit: Preparing for a “No-Deal” scenario

2. Background
The 29 March deadline is fast approaching and the UK Parliament remains at an impasse
on the Brexit outcome. The Brexit deal proposed by Prime Minister Theresa May was
her ‘Plan B’ to Parliament on 29 January. As Britain’s prospects of securing a withdrawal
deal continue to hang in the balance, alternative fund managers must prepare for all
possible outcomes including that of a “No-Deal” Brexit.
Options available to UK alternative fund managers in the
case of a “No-Deal” Brexit
1. UK managers managing existing funds, for which fund raising is closed
2. UK managers accessing EU Investors under “No-Deal” Brexit using AIF
Passport
In the case of a “No-Deal” Brexit, UK asset managers will be able to continue to manage
funds for which fund raising is closed.
In the case of a “No-Deal” Brexit, UK Private Equity managers will be concerned about
accessing EU investors after 29 March 2019. UK managers that use the AIF passport to
raise funds from EU investors will have the option to :
• Establish an AIFM in an EU Member State (e.g. Luxembourg or Ireland)
• Appoint a third-party AIFM (SGG Luxembourg EU AIF platform as an example) in
which case
• the UK manager can provide investment advice to this EU AIFM
• the UK manager can be delegated with the portfolio management once the
condition for a delegation back to the UK is enabled.

3. Fund (AIF)
SGG Third Party
AIFM (Luxembourg)
Depositary
Services
Fund
Administrator
UK asset manager
Portfolio Management
Risk Management
Valuation Service
AIFM Reporting
Investment
Committee
Investment
Advisory
DEPOSITARY
AGREEMENT
AIFM
AGREEMENT
PORTFOLIO
ADVISORY
AGREEMENT
INVESTMENT
DECISION INVESTMENT
PROPOSAL
ADMINISTRATION
AGREEMENT
AIFM Solutions post Brexit - Advisory Model
• SGG keeps AIFM function, Risk Management and Portfolio Management
• Portfolio Advisory is obtained from investment advisor manager (UK asset manager)
• Advisor prepares investment proposals
• Formal investment decision is documented, controlled and approved by SGG AIFM
• Advantageous in case advisor is not regulated with a manager license or if jurisdiction
of manager is out of EU and there is no cooperation agreement between regulators

4. 3. UK managers accessing EU Investors under “No-Deal” Brexit using National
Private Placement Regimes (NPPRs)
On 29 March 2019, UK fund managers will have the status of a Third Country AIFM. EU
Member States will permit a Third Country AIFM to market AIFs in their territory under:
(i) the National Private Placement Regimes (“NPPRs”) in the respective Member
States in which the UK AIFM wishes to market the fund and
(ii) the conditions set out under Article 42 of the AIFMD.
• SGG keeps AIFM function and Risk Management
• Portfolio Management is delegated to UK asset manager as and when delegation to
UK is chosen by the client
• Focus of client on investment process
• The UK manager can be delegated with the portfolio management once the UK FCA
has the cooperation agreement in place with the competent authorities
Fund (AIF)
SGG Third Party
AIFM (Luxembourg)
Depositary
Fund
Administrator
UK asset manager
Risk Management
Valuation Service
AIFM Reporting
Investment
Advisory
DEPOSITARY
AGREEMENT
AIFM
AGREEMENT
PORTFOLIO
ADVISORY
AGREEMENT
ADMINISTRATION
AGREEMENT
AIFM Solutions post Brexit - AIFM Delegated Model

5. 4. EU Funds accessing UK Investors under “No-Deal” Brexit using FCA
Temporary Permissions regime
• UK managers that have already chosen EU funds, such as Luxembourg funds, to
market to EU and UK investors may be concerned about how to access UK investors
after 29 March 2019 in a “No-Deal” scenario.
• The FCA has established a temporary regime, called the Temporary Permissions
Regime (‘TPR’), which will allow most EEA-domiciled investment funds to continue
to be marketed in the UK to new and existing investors for up to three years in the
event of a “No-Deal” Brexit, where there is no implementation period in place so the
existing passporting arrangements between the UK and the EEA cease when the UK
leaves the EU on 29 March 2019.
• Fund managers wishing to continue to market passported funds in the UK after Brexit
can now register for temporary permissions. The Financial Conduct Authority (FCA)
emain open
until 28 March 2019.
• The NPPRs vary considerably between jurisdictions, with some jurisdictions
requiring a lengthy authorisation process, and other jurisdictions such as France
and Italy being effectively off-limits.
• One of the conditions under Article 42 may prove to be problematic in the
immediate term, namely the requirement for there to be a cooperation
arrangement in place between the regulators of the AIFM and the Member
State in which the AIFM wishes to market for the purposes of systematic risk
oversight and in line with international standards.
• There is no indication of when the UK can expect the Financial Conduct
Authority (FCA) to have cooperation agreements in place with the competent
authorities of the other EU Member States, although reassurance has been given
in the keynote address by the European Securities and Markets Authority (ESMA)
Chair, Mr Steven Maijoor, at the World Federation of Exchanges Annual Meeting
in Athens on 3 October 2018.

6. Whatever the outcome of the UK’s exit negotiations with the EU, SGG Group is determined
to remain at the forefront of the market as it evolves, keeping our alternative fund
manager clients informed and providing best in class solutions.
In a constantly changing environment, you will require an international, knowledgeable,
proactive and responsive team to support your needs throughout the process.
As a global leader in alternative asset markets we provide a comprehensive solution for
fund managers and investors across multiple jurisdictions. We can help you throughout
your fund lifecycle and provide you with Depositary, Administration, Accounting,
Compliance and AIFM services in key locations such as Luxembourg, USA, Singapore,
Mauritius and the UK among others, with assets under administration in excess of
$400 billion.
How can we assist?

7. SGG, your partner throughout the fund lifecycle
administration of a fund throughout its lifecycle.

8. For further information please contact:
Worldwide contact details
The information contained in this document is of a general nature only and does not constitute a particular tax or investment opinion.
of an authorized specialist. Therefore, SGG assumes no responsibility should a piece of information contained herein prove to be false,
document does not imply a promise by SGG to update it in the future.
SGG Group@SGG_Group_Luxwww.sgggroup.com www.linkedin.com/company/sgg-s-a-/
J.P. Harrop
Group Head of Sales
E: jp@augentius.com
T: +44 7894 937529
Roxane Combe
Business Development Director
E: Roxane.Combe@augentius.com
T: +44 7881 014138
Andrew Shrimpton
Chairman - Augentius Compliance Ltd
E: Andrew.Shrimpton@augentiuscompliance.com
T: +44 2073 97 5469