Advice on capital investments

The VermAnlG imposes stringent requirements with respect to the structure and conception of an asset investment fund as well as for the sales prospectus that needs to be prepared. 

When setting up an asset investment fund, we can offer you potential solutions from a single source in the form of cross-discipline advisory and support services covering all aspects from the initial idea to successful compliance with the BaFin approval process. We are also subsequently able to accompany the marketing phase of your asset investment fund by providing various services. We are particularly able to provide the following individual services:

• Structuring of an asset investment fund (e.g. for operationally active businesses)
• Legal concept, including the structuring of fund-specific contracts
• Taxation concept
• Preparation of a sales prospectus (including an investment information brochure, application documents and forecasts)
• Support for the BaFin approval process in accordance with Section 8 of the VermAnlG
• Advisory services during the marketing phase of an asset investment fund, including:
  • Set-up of a financial accounting system
  • Preparation of annual financial statements in accordance with the HGB, taking into account Section 24 of the VermAnlG
  • Preparation of annual reports in accordance with Section 23 of the VermAnlG
  • Ongoing tax advisory services including preparation of tax returns.

Audit of sales prospectuses, investment information brochures and all advertising materials

The German Capital Investment Act imposes stringent requirements relating to the sales prospectus and investment information brochure. Due to the complexity of this marketing information, and the fact that many people are involved in its preparation, it is very difficult to achieve the objective of preparing complete, correct and clear documentation. Even the fact that the BaFin approval process has been successfully completed does not offer assurance that the documentation does not contain errors or deficiencies with respect to clarity. In order to reduce the likelihood of resultant liability risks, we can support you in the preparation process by providing the following services:

• Preparing an appraisal of a sales prospectus in accordance with Section 6 of the VermAnlG (including compliance of the investment information brochure with Section 13 of the VermAnlG and possibly forecast information)
• Conformity assessments for all advertising materials in accordance with Section 12 of the VermAnlG ("Conformity with the WpHG ")

We have performed significantly more than 500 prospectus appraisals for public funds from 1991 onwards.

Fund release and fund allocation control

Fund release and fund allocation controls offer a significantly higher degree of security to investors in, or credit providers to, an asset investment fund with respect to the allocation of resources by the fund’s management, at least during the investment phase, whereas, as a rule, this is assured, in the case of a more strictly regulated AIF, through the depository.

This form of control provides that the incoming payment accounts of the asset investment fund are designed such that it is necessary for all dispositions to be countersigned by the controller. Prior to giving such approval, the controller is required, amongst other tasks, to validate compliance with the investment plan, the sales prospectus, the investment information brochure and the respective contracts and remuneration agreements.

We have assumed responsibility for fund release and fund allocation control for some 300 public funds from 1991 onwards.

Ongoing asset investment control

Ongoing assets investment control offers a higher degree of security to investors in, or credit providers to, an asset investment fund with respect to all significant dealings made by the fund’s management throughout the whole duration of the fund.

The control activities are closely aligned to the activities of a depository for an AIF and thus cover, for example, control of cash flows, ownership controls with respect to assets, as well as approval obligations for significant business transactions.

We have been actively involved in performing ongoing asset investment fund controls from 2014 onwards. As of the beginning of 2015, we had already concluded contracts in respect of 17 closed-end funds operated pursuant to the VermAnlG with a number of providers.

Annual financial statement audits in accordance with the HGB, taking into account Sections 23-26 of the VermAnlG

The VermAnlG specifies more stringent statutory annual financial statement audit requirements for asset investment funds than used to be required, for example, for so-called “fund KGs”. These vary as follows, for example, depending on the various types of asset investment involved:

• The allocation of profits and losses, as well as deposits and withdrawals, are explicitly defined as additional areas subject to audit.
• Additional note disclosures are required in the audit report concerning, amongst other matters, whether the issuer of the investments has complied with provisions contained in the articles of association that provide the basis for the investment entity or has complied with the terms of any respective trustee relationship.
• Shorter publication deadlines than are applicable under the HGB.

Our risk-oriented audit approach is aligned to the individual requirements of our clients. In addition, we offer, amongst other advantages, comprehensive industry sector experience, as well as a cross-discipline advisory and audit approach, which provides for the involvement of our legal and taxation experts in order to find solutions for problematical issues.