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Alternative Investment Funds 2016 ICLG The International Comparative Legal Guide to: Alternative Investment Funds 2016 4th Edition A practical cross-border insight into Alternative Investment Funds work Published by Global Legal Group, with contributions from: Adv. Gueorgui Gotzev Johnson Winter & Slattery Andreas M. Sofocleous & Co LLC König Rebholz Zechberger Attorneys at Law Babbé Advocates Lenz & Staehelin Bonn & Schmitt Maples and Calder Brodies LLP McCarthy Tétrault LLP Cadwalader, Wickersham & Taft LLP Mori Hamada & Matsumoto Camilleri Preziosi Advocates Skadden, Arps, Slate, Meagher & Flom LLP Cases & Lacambra and Affiliates Davis Polk & Wardwell LLP Taylors (in Association with Walkers) Dillon Eustace Travers Smith LLP Fieldfisher LLP Vieira de Almeida & Associados, Sociedade de Advogados, SP RL Goodwin Procter LLP WTS Tax Legal Consulting Horten Advokatpartnerselskab The International Comparative Legal Guide to: Alternative Investment Funds 2016 General Chapters: 1 Fundraising in 2016: An Evolving Landscape – Stephen G. Sims & Greg Norman, Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates 1 2 Allowing AIFMs to Decide How to Address New Market Challenges – Kirstene Baillie, Fieldfisher LLP 4 3 Private Equity Co-Investing: Emerging Trends and Regulatory Developments – Michael D. Saarinen, Contributing Editor Goodwin Procter LLP 9 Stephen G. Sims, Skadden, Arps, Slate, 4 The Global Subscription Credit Facility and Fund Finance Markets – Key Trends and Meagher & Flom LLP Forecasting 2016 – Michael C. Mascia & Wesley A. Misson, Cadwalader, Wickersham & Taft LLP 14 and Affiliates Sales Director 5 Allocating Fees and Expenses: The SEC Is Paying Close Attention – Yukako Kawata Florjan Osmani & Leor Landa, Davis Polk & Wardwell LLP 17 Account Directors 6 Bringing Foreign Investment Funds into Japan – Yasuzo Takeno & Fumiharu Hiromoto, Oliver Smith, Rory Smith Mori Hamada & Matsumoto 23 Sales Support Manager Toni Hayward Country Question and Answer Chapters: Sub Editor Nicholas Catlin 7 Andorra Cases & Lacambra: Miguel Cases 28 Senior Editor 8 Angola Vieira de Almeida & Associados, Sociedade de Advogados, SP RL: Rachel Williams Pedro Simões Coelho & Alexandre Norinho Oliveira 33 Chief Operating Officer Dror Levy 9 Australia Johnson Winter & Slattery: Shelley Hemmings & Andy Milidoni 39 Group Consulting Editor Alan Falach 10 Bermuda Taylors (in Association with Walkers): Jonathan Betts 48 Group Publisher 11 British Virgin Islands Maples and Calder: Tim Clipstone 56 Richard Firth 12 Bulgaria Adv. Gueorgui Gotzev: Gueorgui Gotzev & Céline Kohler 63 Published by Global Legal Group Ltd. 13 Canada McCarthy Tétrault LLP: Sean D. Sadler & Nigel P. J. Johnston 68 59 Tanner Street London SE1 3PL, UK 14 Cayman Islands Maples and Calder: Grant Dixon & Andrew Keast 75 Tel: +44 20 7367 0720 Fax: +44 20 7407 5255 15 Cyprus Andreas M. Sofocleous & Co LLC: Christina Sofocleous Email: [email protected] & Antigoni Hadjiyianni 81 URL: www.glgroup.co.uk GLG Cover Design 16 Denmark Horten Advokatpartnerselskab: Claus Bennetsen 87 F&F Studio Design 17 England & Wales Travers Smith LLP: Jeremy Elmore & Emily Clark 94 GLG Cover Image Source iStockphoto 18 Germany WTS Tax Legal Consulting: Steffen Gnutzmann & Robert Welzel 103 Printed by 19 Guernsey Babbé Advocates: Robert Varley & Chris Dye 109 Ashford Colour Press Ltd June 2016 20 Ireland Dillon Eustace: Brian Kelliher & Sean Murray 115 Copyright © 2016 21 Liechtenstein König Rebholz Zechberger Attorneys at Law: Dr. Helene Rebholz 124 Global Legal Group Ltd. All rights reserved 22 Luxembourg Bonn & Schmitt: Alex Schmitt & Corinne Philippe 130 No photocopying 23 Malta Camilleri Preziosi Advocates: Louis de Gabriele & Andrew Caruana Scicluna 137 ISBN 978-1-910083-98-7 ISSN 2051-9613 24 Mozambique Vieira de Almeida & Associados, Sociedade de Advogados, SP RL: Strategic Partners Pedro Simões Coelho & Carlos Filipe Couto 145 25 Portugal Vieira de Almeida & Associados, Sociedade de Advogados, SP RL: Pedro Simões Coelho & Ricardo Seabra Moura 151 26 Scotland Brodies LLP: Andrew Akintewe & Karen Fountain 159 27 Spain Cases & Lacambra: Miguel Cases & Toni Barios 166 28 Switzerland Lenz & Staehelin: François Rayroux & Patrick Schleiffer 172 29 USA Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates: Heather Cruz & Anna Rips 179 Further copies of this book and others in the series can be ordered from the publisher. Please call +44 20 7367 0720 Disclaimer This publication is for general information purposes only. It does not purport to provide comprehensive full legal or other advice. Global Legal Group Ltd. and the contributors accept no responsibility for losses that may arise from reliance upon information contained in this publication. This publication is intended to give an indication of legal issues upon which you may need advice. Full legal advice should be taken from a qualified professional when dealing with specific situations. WWW.ICLG.CO.UK Chapter 10 Bermuda Taylors (in Association with Walkers) Jonathan Betts of investment business in Bermuda. Managers and advisers can 1 Regulatory Framework be organised anywhere and act as managers and advisers to all forms of funds. There is no requirement for a manager or adviser 1.1 What legislation governs the establishment and to be licensed in Bermuda unless they have physical premises and operation of Alternative Investment Funds? employees in Bermuda. All managers and advisers of authorised and exempt funds (as described below), however, will be required to act The establishment and operation of investment funds in Bermuda in accordance with the IFA in all dealings concerning the fund. The (“investment funds” or “funds”) is governed by: BMA will evaluate whether the manager is a fit and proper person ■ the Companies Act 1981 (the “Companies Act”); and will take into account the manager’s experience and expertise in relation to the fund. ■ the Investment Funds Act 2006 (the “IFA”); For managers domiciled in Bermuda, there are exemptions available ■ the Fund Prospectus Rules 2007 (the “Fund Prospectus Rules”); and from the licensing regime if they fall within the scope of the Investment Business (Exemptions) Order 2004 (the “Exemption ■ the Fund Rules 2007 (collectively with the Fund Prospectus Order”) further described below. Rules, the “Fund Rules”). Investment business services are very broadly defined and include The Bermuda Monetary Authority (the “BMA”) is the principal body responsible for the regulation of investment funds, including dealing in investments, arranging deals in investments, managing those listed on the Bermuda Stock Exchange. investments, providing investment advice and safeguarding and administering investments. To be deemed to be carrying on investment Investment funds in Bermuda may be structured and organised business “in or from” Bermuda, a person must carry on investment under Bermuda law in the following ways: business from a place of business maintained by such person in (i) a company registered under the Companies Act and stated to Bermuda with employees. Therefore, unless the manager maintains be a mutual fund (“mutual fund company”); an office in Bermuda with employees or has an arrangement that the (ii) an investment company that is a closed-ended fund (“Closed- Minister of Finance by order determines will constitute the carrying Ended Fund”); on of business in Bermuda, the IBA will not apply. (iii) a unit trust scheme; and Under the Exemption Order, if a person (not being a market (iv) a limited partnership. intermediary) carries on investment business with persons in the An investment fund is defined in the IFA to include any arrangements categories listed below, it is exempt from the requirement to obtain a with respect to property of any description, including money, the licence under the IBA if it provides investment services exclusively to: purpose or effect of which is to enable persons taking part in the (i) a high-income private investor: an individual who has had a arrangements to participate in or receive profits or income arising from personal income in the last two years in excess of US$200,000 the acquisition, holding, management or disposal of the property or in each of the two years preceding the current year or has sums paid out of such profits or income. The IFA only applies to those had a joint income with that person’s spouse in excess of arrangements where investors are entitled to have their shares/units/ US$300,000 in each of those years, and has a reasonable interests redeemed in accordance with the fund’s constitution and expectation of reaching the same income in the current year; prospectus at a price determined in accordance with such constitution current year meaning the year in which he or she purchases and prospectus. The IFA therefore does not apply to Closed-Ended an investment; Funds, being funds whose investors do not have redemption rights. (ii) a high-net-worth private investor: an individual whose net worth or joint net worth with that person’s spouse in the year Mutual fund companies, unit trust funds and partnerships funds in in which he or she purchases an investment exceeds US$1 Bermuda (collectively “Open-Ended Funds”) are all governed by million; ‘net worth’ meaning the excess of total assets at fair the IFA and the Fund Rules. The IFA and the Fund Rules are not market value over total liabilities; applicable to Closed-Ended Funds. (iii) a sophisticated private investor: an individual who has such knowledge of, and experience in, financial and business 1.2 Are managers or advisers to Alternative
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