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BENDURA FUND MANAGEMENT ALPHA AG Corporate Presentation page 1 BENDURA FUND MANAGEMENT ALPHA AG Tailor-made and EEA-compliant investment fund solutions according to Liechtenstein law
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 1
BENDURA FUND MANAGEMENT ALPHA AG Tailor-made and EEA-compliant investment fund solutions according to Liechtenstein law
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 2
More information?
YOUR advanatages
BENDURA‘s example cases
BENDURA‘s services
APPENDIX I:
about BENDURA
Table of contents
APPENDIX II:
BENDURA‘s 100% shareholder
p.24
p.18
p.9
p.3
p. 27
p. 33
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 3
BENDURA‘s
Services
BENDURA FUND MANAGEMENT ALPHA AG Tailor-made and EEA-compliant investment fund solutions according to Liechtenstein law
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 4
Investment funds can be structured according to
Law
IUA
Investment
Undertakings Act
AIFM-A
Alternative Investment Fund
Manager Act
UCITS-A
Undertakings for Collective
Investment in Transferable Sec. Act
„Local supplementing
legislation for special
investor situations“
„New standard for handling
alternative assets, primarily
regulating the manager but
not the product“
„Highly standardized in terms of
investment universe and restrictions“
Restricted to structures
with no effective
distribution and known
investors
High regulation standards
leading to squeeze-out of less
qualified managers and
administrators. Licensed
managers (=AIFMs) can
undertake almost anything.
Focus on retail distribution, liquid
investments and high liquidity for
potential investors
BFMA‘s
focus
Holistic solutions,
- taking advantage of the flexibility of the laws and
resulting possibilities.
- almost no restrictions on assets involved, strategies
and/or legal forms of the structures
- BFMA can cover all related roles depending on
requirements of the client, assets and strategies involved
Setup and administration,
- whereas the client manages the
assets and distributes the fund units
Legal possibilities
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 5
Client relationship
Fund establishment
Regulatory reportings
Risk management
Investment management
Fund administration
Concept finalization
Requirements analysis
BENDURA‘s full lifecycle management
First stage / input leads to project
Fund counselling
Second stage / setup process
Third stage / full operations
Networking
Asset protection
Distribution questions
Core responsibilities
Related support
&
&
1
2
3
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 6
Restructuring of
existing assets?
New projects: different target purposes require different solutions
Legal form of
YOUR fund structure
External capital
raising?
Inheritance
questions?
Asset protection? Keeping control? Tax structurings?
Plain vanilla
strategy? Alternative assets?
Others
? ? ?
First stage / „Client first, form follows function“
Division of
responsibilities
Public or non-public
fund structures
Analysis
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 7
Second Stage / fund establishment process
First consultations
Draft of concepts
& term sheets
Constituting
documents and
contracts
- Prospectus
- Offering Memorandum
- Fact Sheets
- Depositary agreement
- Portfolio mgmt agreement
- Advisory agreement
[For highly complex scenarios:
Signing of Engagement Letter]
Signing of initiating contracts
- Promoter agreement including
offer, term sheet & code of
conduct
Final checks
- Client
- Depositary
- Audit office
Approval /
confirmation by
Financial Market
Authority FMA
Registration of
structure with
public register
Account openings
Administrative
steps
- Activate ISINs
- Prepare NAV calculation
First issue of
units/shares
Duration: 4 weeks to several months
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 8
YOUR
Investment Fund
Audit / Supervision
Investors
* Natural persons and/or
legal entities
* Fund unit holders
* Asset protection
Fund Structure
* ISIN Investment Fund
* Due diligence
* Investment decisions
* Audited and supervised
Assets
* Legal sub-structuring
* Tax considerations
* Final Investments
Depositary
Investors
Precious Metals/Stones Special Purpose Vehicle
(SPV)
Real Estate
Liquid Securities Holding
Company
A Company
B
Case A
Gold / Silver /
Diamonds / …
Equities / Bonds /
Derivatives / …
+ cash positions held with the Custodian Bank
Case B Case C Case D
AIFM
Administration
Portfolio
Management
Risk
Management
Distribution
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 9
BENDURA FUND MANAGEMENT ALPHA AG Tailor-made and EEA-compliant investment fund solutions according to Liechtenstein law
BENDURA‘s
Example Cases
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 10
Example Cases 1/4 Life Settlements 1/2
Investments into American life insurance policies
Focus on large-scale institutional investors
Issue of derivative notes by such investors
Complex valuation approach based upon individual mortality curves
Absolute avoidance of US withholding taxes on maturity proceeds
INITIAL TARGETS / CHALLENGES
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 11
Sub-Custodian
LIMITED
PARTNERSHIP
acc. to IUA
Fund Administration
US Life
Settlements
General Partner
VFM Mutual Fund AG
Limited Partner
Dutch Pension Fund
Limited Partner
German Bank
Custodian / Depositary
Audit Revitrust Grant Thornton
Investment Advisory
Commerzbank London
Managing Limited Partner
Mr. F. Glatzl
Fund NAV Reviewer
Deloitte AG, Zurich
Policy NAV Reviewer
Deloitte Sàrl, Luxembourg
Example Cases 1/4 Life Settlements 2/2
Policy Servicer
Mills Potoczak, Cleveland
Indirect investors
Investment via linked notes
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 12
Example Cases 2/4 Restructuring of offshore assets 1/2
Client with existing offshore holding-structure
Wish to onshore and regulate assets
Highest degree of confidentiality with respect to beneficial owners
Complex purchase contracts alongside safeguarding call options
Private equity participations
INITIAL TARGETS / CHALLENGES
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 13
Example Cases 2/4 Restructuring of offshore assets 2/2
INVESTMENT
FUND acc. to IUA
Investors
Limited
company
Limited
company
BVI
CYP
LIE
Company
(LLC)
RUS
Listed securities
& cash
Limited
company
Real Estate
[Simplified illustration]
Equity/debt options
AIFM
Administration
Portfolio
Management
Risk
Management
Distribution
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 14
Example Cases 3/4 Physically backed gold fund 1/2
Product for distribution to private banking / asset management clients
Physically backed investments into gold (round gold bullions)
Physical storage outside the banking system in Swiss Gotthard mountain
INITIAL TARGETS / CHALLENGES
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 15
Physical Gold
Coin Fund
Gold
Depositary
Investors
Safe storage in
Gotthard mountain
via custody agent
Example Cases 3/4 Physically backed gold fund 2/2
AIFM
Administration
Portfolio
Management
Risk
Management
Distribution
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 16
Example Cases 4/4 Indirect participations in diamond trading 1/2
Product for professional investors
Ideal taxation in location of diamond trader, investment fund and
investor level
High degree of safety for investors
Avoidance of direct ownership of precious stones
Full compatibility with AIFMD
INITIAL TARGETS / CHALLENGES
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 17
Stones in physical storage
SICAV according
to AIFM-A
Depositary
Audit Supervision
Investors
Diamond trader (Limited partnership acc. to
Liechtenstein law)
Limited Partner
Stones in circulation
Example Cases 4/4 Indirect participations in diamond trading 2/2
AIFM
Administration
Portfolio
Management
Risk
Management
Distribution
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 18
BENDURA FUND MANAGEMENT ALPHA AG Tailor-made and EEA-compliant investment fund solutions according to Liechtenstein law
YOUR
Advantages
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 19
Political and economical stability in the Principality f
- Parliamentary democracy under constitutional monarchy
-Stable national budget + financial sector
High level of education and customer orientation
EU-compatible fund laws due to EEA membership of Liechtenstein
Flexible regulatory frame parameters
Large professional network of financial experts within the Principality
Respect for private wealth and its protection
Locational advantages of Liechtenstein
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 20
Highly skilled team with many years of experience
Convincing track record in particular with complex and alternative
projects
Embedded in an internationally diversified group
Strong and stable shareholder structure
No restrictions on assets and strategies*
* strategies involving and depending on sophisticated technical backoffice-frameworks as e.g. algotrading/high
frequency trading in FX-markets are not our core business but we are happy to hear your plans
BENDURA‘s advantages 1/2
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 21
Maximum of flexibility regarding the target assets
(type and diversification)
Maximum of flexibility regarding the number of investors;
1-investor-funds are possible
Asset protection by the depositary respectively subscribing banks
Broad know-how-network within our network, e.g.
- asset management support for certain fields of expertise
- sales mandate support for private equity transactions etc.
Individual solutions even for small-scale volumes
BENDURA‘s advantages 2/2
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 22
Revenues of investment funds are exempt from taxation, therefore no
taxation on the level of the investment fund itself
No stamp duty tax on investments made
No value added tax on e.g. management and advisory fees in relation to
investment funds
Very low overall taxation in Liechtenstein which makes it an ideal location
for management entities and service providers
No withholding tax in Liechtenstein for distributions made
Growing network of double tax treaties
Liechtenstein investment funds are „deemed compliant“ under FATCA as
well as CRS
Tax advantages
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 23
Transformation of illiquid assets into a registered security with ISIN
Facilitation of succession planning / inheritance issues
(e.g. for divisibility of wealth)
Transformation (“wrapping”) of existing portfolios and structures
(e.g. combinations of several portfolios into one)
Combination possibilities with additional instruments like e.g. foundations
(above as well as below the investment fund level)
Centralized administration and management of wealth / assets
Fulfillment of a “family office”- function
Cash flow-structuring and tax-planning (internationally)
Fund raising pot for equity and debt capital
Motivations to create an investment fund
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 24
BENDURA FUND MANAGEMENT ALPHA AG Tailor-made and EEA-compliant investment fund solutions according to Liechtenstein law
More ?
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 25
More information available upon personal
request on…
Family Office Funds
Combinations with foundations /
succession planning
Subscription process &
investor confidentiality
Contribution in kind
Delegation issues
Distribution issues
FATCA & CRS classifications
Please get in touch:
+423 388 1000
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 26
www.bendurafunds-alpha.li
Where to find BENDURA
BENDURA FUND MANAGEMENT
ALPHA AG
Schaaner Strasse 27
9487 Gamprin-Bendern
Principality of Liechtenstein
Phone: +423 388 10 00
Fax: +423 388 10 01
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 27
BENDURA FUND MANAGEMENT ALPHA AG Tailor-made and EEA-compliant investment fund solutions according to Liechtenstein law
APPENDIX I:
About
BENDURA
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 28
First establishments
of investment funds
according to IUA
2008 2009 2010 2011
03 Sep 2008
Company registration and
start of business operations
Jan 2010
Rebranding to
«Valartis»
Enforcement of focus on
complex, individual and
alternative fund solutions
04 Dec 2011
Establishment of VFM Mutual
Fund AG (100%)
20 March 2013
FMA license according to
UCITS-A (including individual
portfolio management license)
2012
30 Jan 2014
Establishment of LFM
Alpha Solutions AGmvK
(100%)
2014
29 Aug 2014
FMA license according to
AIFM-A
BENDURA’s landmarks
2013
BFMA is fully licensed for all currently possible investment fund
structures based upon European law and all potentially related
services
2015 2016
Feb 2017
Rebranding to
«Bendura»
2017
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 29
Executive Board
Dr. Walfried KRAHER, CFA
CFO
Tel. +423 388 10 03
Fax +423 388 10 01
BENDURA‘s team / executive level only
Board of Directors
Franz GLATZL, MMMag., CIFB
CEO
Tel. +423 388 10 05
Fax +423 388 10 01
Heading:
Relationship Management
Investment Management
Internal Audit
IT
Heading:
Accounting & Controlling
Risk Management
Fund Administration
Legal & Compliance
Dr. Andreas INSAM
President
andreas.insam@bendurafunds-
alpha.li
Dr. Gerhard LACKINGER, Mag.
Member
gerhard.lackinger@bendurafunds-
alpha.li
Univ. Prof. Dr. Michael HANKE
Member
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 30
BENDURA‘s team / operative level
Guntram HERNLER, Mag. (FH)
Director
Risk Management &
Investment Controlling
Tel. +423 388 10 08
Fund Services Team
Philipp SCHMUTZHARD, Mag.
Associate
Portfolio Management &
Investment Structuring
Tel. +423 388 10 32
Jochen NETZER, Mag., LL.M
Director
Head of Legal & Compliance
Tel. +423 388 10 07
Evelyne WIESINGER Mag, EMBA (FH)
Associate
Portfolio Management &
Investment Structuring / Accounting
Tel. +423 388 10 04
Anja FRITSCH
Associate
Fund Administration &
Valuation Services
Tel. +423 388 10 02
Marc PINGGERA
Director
Fund Administration &
Valuation Services
Tel. +423 388 10 09
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 31
Shareholder thinking enforces alignment
of interest
Sustained growth for many years in all
market environments in terms of
mandates, AuM and profits
Ernst & Young Switzerland as auditor
and the Financial Market Authority
Liechtenstein FMA do both guarantee for
highest international standards
Liechtenstein is triple AAA rated,
politically, socially and economically
highly stable
We are licensed to structure, administer
and manage all kinds of investment
funds according to IUA, UCITS-A and
AIFM-A
As of 01 Jan 2017 we do have equity
capital of CHF 2.8 million after profit
distributions, fully paid-up.
Institutional investors, complex assets,
high degree of individualism
Highly professional team, cutting edge
approach in all required fields
Favorable jurisdiction
Reputable auditors and
supervisors
Against all odds
Stable team
Intellectual market leader
Clear focus
Well capitalized
Fully licensed
BENDURA‘s profile
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 32
INVESTMENT MANAGEMENT &
INVESTMENT STRUCTURING
RISK MANAGEMENT &
INVESTMENT CONTROLLING
EXECUTIVE BOARD
BOARD OF DIRECTORS
LEGAL & COMPLIANCE,
COMPLAINT MANAGEMENT
FUND ADMINISTRATION &
VALUATION SERVICES
INTERNAL AUDIT
IT
Accounting & Controlling
BENDURA‘s structure
BENDURA FUND
MANAGEMENT
ALPHA AG
Corporate
Presentation
page 33
Some facts and figures about BENDURA BANK AG, 100% shareholder
APPENDIX II:
BENDURA‘s
shareholder
Facts as of 31.12.2016
Assets under Management
CHF 2.76 Bn.
Balance sheet total CHF 1,475 Mio.
Equity CHF 85.6 Mio.
Employees 90.7 FTE
Number of clients 5,687
Market position (net earnings)
No. 5
Organisation/ Structure
By spoken languages
Citychamp Watch
& Jewellery Group
(CWJ)
BENDURA BANK AG
83.22 % 15.08 %
Employees
Strong employee participation Publications in 9 languages
German
English
Italian
Turkish
Russian
Chinese
Arabic
Czech
Polish
1.70 %
BENDURA BANK AG, Liechtenstein Employee participation
Page
34
BENDURA BANK AG | April 2017
1'121
1'378
1'997
1'671 1'475
2012 2013 2014 2015 2016
2.29
3.17
3.95
3.51
2.76
2012 2013 2014 2015 2016
Assets under management:
in CHF billions
Balance sheet assets:
in CHF millions
56%
14%
9%
18%
1% 2%
Liquidity Bonds
Stocks Funds
Precious metal Alternative/Other
49%
36%
7%
3% 1% 4%
USD EUR CHF GBP CAD Other
AuM split by currencies AuM split by asset class
53.7
63.2
53.6 59.6
85.6
2012 2013 2014 2015 2016
Total shareholder’s equity:
in CHF millions
Net profit:
in CHF millions
10.7
14.5 17.1
6.0
26.0
2012 2013 2014 2015 2016
Page
35
BENDURA BANK AG | April 2017
BENDURA BANK AG, Liechtenstein Key financials
In CHF thousands 31.12.2015 31.12.2016
Own Funds 42’310 61’611
Tier 1 capital 36’991 58’491
Common equity tier 1 (CET1) 36’991 58’491
Additional tier capital (AT1) 0 0
Tier 2 capital (T2) 5’319 3’121
Total required equity 1) 24’294 32’149
CET1 capital ratio 15.99% 19.10%
Tier 1 capital ratio 15.99% 19.10%
Total capital ratio 18.29% 20.12%
Total risk-weighted assets 231’373 306’176
BENDURA BANK AG | April 2017 Page
36
Bolstered by a pleasing result for 2016, the bank enjoys an extremely healthy capital base well above the adequacy limit required
under banking law. This strong foundation will create not only assurance for our clients but also scope for some highly promising
business for the bank in the future.
The bank continues to enjoy very high liquidity. Throughout the year under review, the bank significantly exceeded the minimum
requirement for its liquidity coverage ratio (LCR), a regulatory measurement introduced in 2015. The regulatory threshold for 2016
was 70%. The bank had an LCR of 226% on the reporting date, 31st December 2016 (239% a year earlier).
1) The bank has to fulfill 2.5% buffer requirements (capital conservation buffer). 1) The buffer requirement must be fulfilled with CET1 capital
BENDURA BANK AG, Liechtenstein Capital-adequacy computation (Basel III) and liquidity
Services
Family Office
Number accounts
Settlement of commercial transactions
Trading securities
Trading foreign currencies
Trading precious metals
Call-money
Time deposits
Fiduciary deposits
Credit cards
Internet Banking
Custody Service
Lombard loans
Asset Management
Investment advice
IPO
Investment Fonds
Escrow-Accounts
Setup for Private Label Funds with securities identification number
Custodian for Private Label Funds
Page
37
BENDURA BANK AG | April 2017
BENDURA BANK AG, Liechtenstein Financial services
Language skills
German
Azeri
English
French
Georgian
Italian
Croatian
Lithuanian
Mandarin
Polish
Portuguese
Russian
Serbian
Slowak
Slovenian
Spanish
Czech
Turkish
Ukrainian
Hungarian
