deloitte valuation conference · pdf file• make decisions on valuation issues following...
TRANSCRIPT
24th February 2015
Deloitte Valuation ConferenceAIFMD valuation topics for asset servicers
Introduction 3
Focus on Roles and responsibilities of the Fund Administrator and Depositary 6
Case studies 9
Panel 13
Q&A and wrap-up 15
Agenda
2© 2015 Deloitte Tax & Consulting
Valuation for alternative investment funds (AIF)Overview of key stakeholders and related responsibilities
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Main scope for today
Responsibilities:• Day-to-day NAV calculation and trigger
escalation process• Ensure valuation models and policies
are appropriate• Act as external valuer if appointed
by the AIFM*
Responsibilities:• Perform oversight on NAV calculation
and be involved in escalation of NAV issues
• Ensure valuation of AIF assets is independent and appropriate for each AIF
• Understand valuation models and risk management framework
* If CA is appointed as External Valuer, roles and responsibilities are more important
BoD
Valuation: multiple actors with multiple responsibilitiesWhat are the main questions we will treat today?
Responsible for NAV calculation and portfolio valuation of funds
Audit of financial statements
NAV calculation process review
Valuation oversight
Appoint
• Due diligence, how far must everyone go?
• External Valuer, is it a permanent stakeholder?
• How far do providers need to go in the review of valuation models?
• Do services participate to the Valuation Committee?
• NAV oversight by the Depositary Bank
• Investor disclosure
• Escalation process
Delegation
Delegation
Appoint
Portfolio ManagersDelegation
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Potential synergies
AIFM
Funds
BoD
Conducting Officers
Valuation Committee
CentralAdministrator
IndependentValuer
Depositary
Auditor
Introduction 3
Focus on roles and responsibilities of the Fund Administrator and Depositary 6
Case studies 9
Panel 13
Q&A and wrap-up 15
Agenda
5© 2015 Deloitte Tax & Consulting
Roles and responsibilities of all actors in the valuation value chain
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• Ultimately responsible for valuation
• Understand and approve model and policy for each share class
• Make decisions on valuation issuesfollowing escalation process
• Perform due diligence on models and delegates
• Ensure escalation process is in place
• Make decisions based on escalation
• Liaise with Auditors and valuation delegates
• Oversight on Fund Administration delegate
• Review valuation model and policy appropriateness vs AIF risk profile
• May not be involved in Portfolio Management
• Ensure DB can perform oversight vs risk profile of the fund (information flow)
• Be involved in the escalation process and intervention
• Ensure NAV process is appropriate
• Set-up valuation policy and models per asset class (inc. regular update)
• Perform valuation*• On-going review of
models & policy
• Oversight of valuation expert appointed (where applicable)
• Trigger and initiate escalation process
• Provide Data/price for NAV Calculation
• Set-up valuation policy and models per asset class (inc. regular update)
• Perform valuation*• On- going review of
models & policy
• Oversight of valuation expert appointed (where applicable)
• Trigger and initiate escalation process
• Provide Data/price for NAV Calculation
• Ensure policy and procedure is independent and appropriate
• N/A • Ensure valuation is independent and appropriate
• Ensure escalation process is appropriate
• Be involved in the escalation process
• Perform oversight on NAV Calculation
• Be involved in NAV escalation process
• Only if appointed as external valuer
• Only if appointed as external valuer
• Review valuationmodels and policies
• Only if appointed as external valuer
• Day-to-day NAV calculation
• Trigger escalation process in case of NAV issues
Define and implementvaluation model and
policy
Perform valuationfunction
Oversight of valuation delegates
and models
Escalation and intervention on
valuation issuesNAV Calculation
Board Directors, conducting officers and/or Valuation committee
Risk Manager
Internal Valuer
External Valuer
Depository
Central Administration**
Main scope for today
ILLUSTRATIVE
* If an external valuation expert is appointed, review of the valuation** If CA is appointed as External Valuer, roles and responsibilities are more important
Market practices addressing the regulatory obligations
Source: Deloitte Analysis7
NAV calculation
The level of requirements can vary depending on the following aspects:
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• Risk profile and valuation lifecycle of the fund
• Risk appetite of the actors
• Operational set-up (integrated vs non-integrated)• Asset classes (PE, RE, HF, Marked to Model)
Perform Depositary due diligence
Valuation Delegates due diligence
Tripartite operating memorandums
Perform AIFM due diligence
Review of valuation policies
Risk based approach oversight on NAV
Be involved in escalation process
Valuation policies Oversight
Trigger escalation process
Review models and policies
Second level review on valuations
Review models and policies
Introduction 3
Focus on roles and responsibilities of the Fund Administrator and Depositary 6
Case studies 9
Panel 13
Q&A and wrap-up 15
Agenda
8© 2015 Deloitte Tax & Consulting
BoD
Case studies (1/3)Fund of Hedge Funds*
NAV process review
Portfolio Managers
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AIFM
Fund of HedgeFunds
BoD
Conducting Officers
Valuation Committee
CentralAdministrator
External provider
Depositary
Auditor
HedgeFund 1
HedgeFund 1
HedgeFund 1
Portfolio 1
Portfolio 2
Portfolio 3
NAV Calculation
Target Funds’ NAV
Valuation oversight
• Compare estimated NAV’s to final NAV of HF’s
• Collect target fund financial statements (FS)
• Review and analyse target fund FS
Valuation risk report
*Fund valuation delegated to central administratorSource: Deloitte analysis
• Accounting / Consolidation• Book values (GAAP)• Accounts completeness / validity
• NAV calculation (INREV) • Fund reporting / discl.• Reliance on third parties
Case studies (2/3)Real Estate Fund
Portfolio Managers
AIFM
RE Funds(closed-ended)
BoD
Conducting Officers
Valuation Function
Depositary
Fund holding SPV
PropCo 1
PropCo 2
PropCo 3
Real estate Appraiser
Source: Deloitte analysis
Properties values
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CentralAdministrator
Accounting Agent
• Understand the set-up• Risks identified and mitigated?• Procedures applied / up-to-date?• Structure monitoring (ownership,
cash, etc.)
Investments values
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Case studies (3/3)Mark to model*
Counterparty prices within defined tolerance
Portfolio Managers
AIFM
Funds
BoD
Conducting Officers
Valuation Committee
CentralAdministrator
External provider
Depositary
Pricing comparison
NAV Calculation
Valuation oversight
Portfolio primarily composed of OTC
derivatives
Escalation process
Analysis of differences with vendors and counterparties
Fund’s NAV Calculation
OTCCounterparty
Internally developed valuation model
External valuation model
Valuation model due-diligence
Model vendor
Derivatives valuation
Valuation control
Delegation
*Fund valuation delegated to central administrator
Market D
ata Provider
AND/OR
AND/OR
External Provider
AND/OR
Source: Deloitte analysis
Introduction 3
Focus on roles and responsibilities of the Fund Administrator and Depositary 6
Case studies 9
Panel 13
Q&A and wrap-up 15
Agenda
12© 2015 Deloitte Tax & Consulting
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Our panellists Arnaud BonPrivate Equity & Real Estate Leader SGG Group
Arnaud joined SGG in 2009 as Operational Leader of the Fund Servicing department. Today, he is the firm’s Private Equity & Real Estate Industry Leader.
As a Paris bar registered lawyer, he previously worked for Allen & Overy as a lawyer for Alternative Investment clients. Arnaud has advised on innovative alternative fund structuring and organizational models for leading fund managers.
He has a Master’s degree II in Business and Financial Law and Magistère of Business Law from Sorbonne University (Paris).
Born in France, Arnaud is a native French speaker, as well as fluent in English; he is also proficient in Greek.
Pierre-Antoine BoulatManaging DirectorFunction: Chief Executive Officer UBS Fund Services (Luxembourg) S.A. and Head Asset Servicing Delivery at UBS in Luxembourg
Pierre-Antoine Boulat joined UBS Global Asset Management as Head of the Operations and IT Global Program Office in October 2006.
He was appointed Head of Fund Services in Luxembourg in September 2011, responsible for the successful development of Global AM’s internal and third-party full value chain (from Management Company Services to Fund Administration and Transfer Agency) offering to institutional and quasi-institutional (Wealth, Family Offices, Financial Intermediaries, Asset Managers, Banks) client franchise in the market as well as the availability of a commercial, profitable and high quality capability offering.
From May 2012, in the context of the Integrated Bank in Luxembourg, Pierre-Antoine took up additional role in Asset Servicing Europe, and is today Head of Asset Servicing Delivery in charge of client relationship management and client service.
Nico Thill Directeur and Head of Investment Fund Services Banque de Luxembourg
Nico Thill, born in 1968, has over 20 years experience in the Luxembourg’s investment funds industry. He is currently member of the management of Banque de Luxembourg where he heads the Investment Fund Services’ business. Nico Thill holds a degree in Business Administration from the University of Liège and a degree in Commercial Engineering from the Hautes Etudes Commerciales in Liège, Belgium.
Yvan de LaurentisHead of Depositary and Fiduciary Services
Born in Marseille, France in 1974, Yvan graduated in Economics from the Ecole Supérieure de Commerce de Marseille-Provence in 1997.
Since October 2004 Yvan has been heading and actively supporting the developement of BNP Paribas Securities Services Luxembourg’s Depositary and Fiduciary Services departement. In that role he is in charge notably of the fund depositary supervision, the fund hosting solution, the monitoring of funds investment rules and the legal fund engineering department.
He is also an active of Member of ALFI and various committees and working groups including the Luxembourg DepoBank Forum and HR & Training Committee.
Introduction 3
Focus on roles and responsibilities of the Fund Administrator and Depositary 6
Case studies 9
Panel 13
Q&A and wrap-up 15
Agenda
14© 2015 Deloitte Tax & Consulting
Q&A
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Key contacts
Pierre MassetPartner – Corporate Finance Leader+ 352 451 452 [email protected]
Strategy & Corporate FinanceSimon Ramos Partner – Investment Management+ 352 451 452 [email protected]
Strategy & Corporate Finance
Thank youIf you have any questions or comments, please contact [email protected]