alfi survey Luxembourg real estate investment funds November 2014 Executive summary4 Introduction6 1. CSSF Data on Real Estate Investment Funds in Luxembourg 6 2. Survey Coverage7 3. Luxembourg Real Estate Funds - the Framework 7 3.1 Direct REIFs vs Funds of REIFs 7 3.2 Regulatory Framework: Regulated vs Unregulated Structures 7 3.3 Legal Structures8 4. Scope and Methodology9 4.1 Scope9 4.2 Methodology9 Part I - Direct Real Estate Funds & Real Estate SICARs 10 1. Introduction 10 2. Initiator Origins11 3. Legal Structure and Regime 11 4. Fund Structure13 5. Investment Style14 6. Liquidity 15 7. Term 16 8. Geographical focus of fund investments 17 9. Target Sectors18 10. Net Asset Value (NAV) distribution 19 11. Gross Asset Value (GAV) distribution 20 12. Target Gearing of Funds 21 13. Fees21 14. Number of Investors23 15. Type of Investors23 16. Investor Origins24 17. Accounting Standards25 18. Frequency of NAV Calculation27 19. Valuation Standards 29 20. Stock Exchange Listing29 21. Currency 29 Part II - Funds of Real Estate Investment Funds 30 1. Introduction 30 2. Initiator Origins31 3. Legal Structure and Regime 32 4. Investment Style32 5. Liquidity33 6. Term34 7. Geographical focus of fund investments 35 8. Target Sectors36 9. Net Asset Value (NAV)37 10. 2015 Target NAV distribution37 11. Fees38 12. Type of Investors39 13. Accounting Standards40 14. Currency40 15. Frequency of NAV Calculation41 16. Stock Exchange Listing41 Appendix42 Service Providers42 Glossary45 Acknowledgements47 3 executive summary The Association of the Luxembourg Fund Industry (ALFI) has published the 2014 Real Estate Investment Funds (REIF) survey, its ninth edition. The survey illustrates the evolution of the REIF market for direct real estate funds (Direct Funds) and Real Estate SICARs, but also for Funds of REIFs, as at 30 June of 2014. 2013 was another good year for Luxembourg Highlights Trends in direct REIFs About 44% of the surveyed funds have been set up as a “Fonds Commun de Placement” (FCP) and this usually in combination with the SIF regime. The trend toward the FCP form has reversed compared to earlier findings since SICAVs now account for the same proportion, and all new launches of Direct Funds continue to be Specialised Investment Funds. In all, 83% of the total Direct Funds fall within the SIF regime. In 2013 all new Direct Fund launches were triggered by initiators in Europe with Benelux, German and Swiss groups being the most active. Investment strategies The most common target sector is still ‘multi-sector’ (57%) with a preference for ‘office’ at 27% and for ‘residential’ at 21% in 2013. Early signs for 2014 is a preference for the ‘retail’ sector at 30% of the early launches in 2014. 4 domiciled REIFs as the population continued to expand by 15 Direct Funds, (slightly down from 25 in 2012), but Q1 and Q2 of 2014 have brought increased activity, with 15 funds launched in the six month period, bringing the total of Direct Funds surveyed to 237 vehicles (including 17 Real Estate SICARs), an increase of 10% since the last ALFI REIF Survey and 276% since 2006, a compound annual growth rate (CAGR) of 21%. 66% of the Direct Funds have a single compartment structure. This is true for 71% of the Core funds, which represent both 47% of the 2013 fund launches and 47% of the total Direct Fund population. Opportunity (84%) and Core funds (65%) are mostly closed-ended, with a third of Core funds offering some form of liquidity to investors. In total 70% of funds are closed-ended, reflecting the inherent illiquidity of real estate as an asset class and the difficulties of achieving investor liquidity on demand. The trend towards simplification of funds has continued. SIFs account for all of the Real Estate Funds launched in the last 30 months and is now firmly established as the favored regime for regulated Real Estate Funds in Luxembourg. Fund sizes and gearing A single country investment focus represents 41% of the geographic investment strategies (up from 35% and 27% in the preceding two years), which supports the trend toward simplification but also underlines the suitability of Luxembourg investment vehicles for multi-national investment. 79% of the surveyed Direct Funds invest in Europe, whereas 8 funds invest in the Americas only and 11 in the Asia/Pacific region only. Similar to the findings of the 2012 and 2013 ALFI Surveys, average fund sizes continue to decrease, with the most common NAV range dropping below EUR 100 million for the first time (also impacted by new launches). Funds have become smaller, which aligns with the more cautious capital raising forecasts of 2014 and preceding years. While target gearing is down in most of the ranges, the results are mixed, indicating some optimism in relation to the ability to borrow. Fund structures Fees Though umbrella funds remain popular due to various practical and cost considerations, the trend over the last few years has been towards simplification of structures and strategies; hence As in the previous surveys, the most commonly used basis for management fee calculation is GAV. 53% of these funds are charging between 0.51%-1.5%. Investors Investors are mainly European but a significant portion comes from the Americas, Asia and the Middle East, which confirms the global appeal of the SIF regime. Luxembourg domiciled Direct Funds and Funds of REIFs are used mainly for small groups of institutional investors, with 84% having less than 25 investors. Only 2% reported having more than 100 investors. The Direct Funds are widely distributed (but with focus on specific geographical areas), with only 27% limited to a single country, and 24% being sold in more than six countries, confirming the attractiveness of Luxembourg REIFs to a global investor base. Fund reporting Funds reporting under IFRS have seemingly stabilized at 42% of the total, while the larger proportion (77%) of funds launched during 2013 and reporting under Lux GAAP is less prevalent (at 50%) in the early launches of 2014. Reporting preference is impacted by the investment strategy: Core funds (57% Lux-GAAP), Opportunity funds (72% Lux-GAAP), Value-Added funds (50% Lux GAAP). 53% of the funds reporting under IFRS make adjustments, whereas only 39% do so under Lux-GAAP. Funds of REIFs generally (79%) report under Lux-GAAP, a trend that has gained significant momentum over the past four years. 50% of the Direct Funds report a quarterly NAV, similar across all funds regardless of investment focus. Since 70% of Direct Funds are closed-ended, the reporting of a monthly NAV (13%) is mainly due to investors’ demand for performance measurement rather than unit redemption. 57% of the Direct Funds have an annual valuation with 8% requiring monthly valuations, a significant increase over recent years. Almost all of the funds use an independent appraiser, with RICS (68%) being the preferred standard. This latest edition of the ALFI REIF survey confirms that Luxembourg remains the favored location to establish and maintain multi-national and multi-sectoral regulated real estate investment funds which continue to appeal to institutional investors and fund managers around the world. 5 introduction The ALFI REIF subcommittee has conducted the Luxembourg regulated Real Estate Investment Funds (REIFs) annual Survey for the ninth consecutive year. The ALFI Survey took place during the third quarter of 2014, and represents the market composition as at 30 June 2014. gain an understanding of market trends rather than claiming to provide complete and comprehensive data, though a significant proportion of the Luxembourg REIF market has been captured. The data sources are the depositaries that support the Direct Funds and Funds of REIFs in Luxembourg, a population that has changed and grown consistently year to year. The main objective in producing this Survey is to 1. CSSF data on Real Estate Investment Funds in Luxembourg Number of Luxembourg real estate fund units (*) Fund units 350 300 250 200 150 218 183 50 5 11 0 5 7 3 7 6 7 45 29 12 14 8 83 21 19 121 135 16 15 268 277 279 27 27 23 23 Q1 Q2 Q3 166 26 27 13 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Source: ALFI/CSSF 100 252 2014 Part II Institutional Funds / SIF (*) Number of single funds plus number of sub-funds of umbrella structures Net assets under management in Luxembourg real estate funds EUR million 35.000 30.000 1.732 1.761 1.162 1.162 2006 2007 2008 2009 2010 2011 2012 2013 Q1 Q2 Q3 2014 Part II 6 Institutional Funds / SIF Source: ALFI/CSSF 1.843 29.646 3.139 28.501 3.846 28.743 24.082 4.126 20.925 6.180 2004 17.580 7.315 1.557 850 2005 2.280 522 2003 4.705 3.307 2002 2.343 369 1.927 146 2001 3.730 2000 469 0 280 5.000 3.235 10.000 14.839 8.131 15.000 14.746 20.000 31.403 25.000 2. Survey Coverage As shown below, the ALFI REIF Survey provides good coverage of the market compared to the CSSF data. CSSF data shows that 300 Direct REIFs and Fund of REIFs were in existence as at June 2014, while this survey collects data as at June 2014 on 220 Direct Funds and 40 Fund of REIFs, for a total of 260 funds (87% coverage). In addition, data related to 17 SICARs are included in this Survey. Number of fund units surveyed compared with total fund units as per CSSF Fund units 350 300 250 200 Source: ALFI/EY/CSSF 150 100 50 0 Luxembourg REIFs - the Framework 2005 2006 2007 2008 2009 2010 2011 2012 / Jun 2013 2013 / Jun 2014 SICARs Fund of REIFs (excluding SICARs) Direct REIFs (excluding SICARs) CSSF REIFs & Fund of REIFs (excluding SICARs) 3.1 Direct REIFs vs. Funds of REIFs For purposes of this Survey, Real Estate Funds are characterised as either “Direct Funds” or “Funds of REIFs”: • Direct Funds include both regulated fund vehicles and SICARs which invest in real estate assets either directly or via intermediary entities (special purpose vehicles, or SPVs). • Funds of REIFs typically invest in other Real Estate Funds or SICARs, although other assets may be held. • Indirect Real Estate Funds invest in listed real estate related securities as portfolio investments; such funds are outside the scope of this Survey. 3.2 Regulatory Framework: Regulated vs. unregulated Structures Regulated structures, for the purposes of this Survey, are those fund vehicles that are autho- rised and supervised by the Commission de Surveillance du Secteur Financier (the CSSF). The laws and regulations applicable to Luxembourg regulated funds are comprised of laws, circulars issued by the CSSF, and also certain Grand-Ducal regulations. The primary law applicable to regulated funds is the law of 17 December 2010 relating to undertakings for collective investment (UCIs), as amended (the 2010 law). Of special relevance to Real Estate Funds, the 2010 law is complemented by the law of 13 February 2007 on Specialised Investment Funds, as amended (the SIF law). Interests in funds which are subject to the 2010 law can in principle be sold to any type of investor, i.e. institutional, high net worth and retail investors. 2010 law “Part I” funds (UCITS) may take advantage of the European passport, which means that they can be sold to any type of investor in any EU Member State after complying with certain formalities. They are, however, required to comply with detailed investment restrictions. 2010 law “Part II” funds must comply with each 7 relevant member state’s local distribution rules, and are required to comply with certain investment restrictions (much less stringent than for “Part I” funds). Interests in funds which are subject to the SIF law may only be sold to “well-informed investors”. In addition to the usual market of institutional and professional investors, this opens SIFs to high net worth individuals who meet the requirements of the SIF law. SIFs are not subject to general investment restrictions but must ensure adequate risk diversification and disclosure; exceptions are subject to review by the CSSF on a case-by-case basis. Another useful Luxembourg vehicle is the SICAR, which is not classified as a fund. The “Société d’Investissement en Capital à Risque” is governed by the law of 15 June 2004, as amended. It is an investment vehicle tailored to qualified investors investing in venture capital and private equity. The SICAR can take various legal forms (such as the S.C.S., S.A., S.à r.l., S.C.A. or other legal structures) and, while regulated, is not subject to diversification requirements. Unregulated vehicles are typically set up as companies under the law of 10 August 1915 on commercial companies, as amended. They often take the form of private limited companies (S.à r.l.) or partnerships limited by shares (S.C.A.). When companies have as their main purpose the holding and financing of participations in other companies (which in their turn may own real estate) such companies are often referred to as “SOPARFI’s”. SOPARFIs do not enjoy a special legal or tax regime, but like any other fully taxable Luxembourg companies, they benefit from the participation exemption regime on qualifying participations. While unregulated vehicles operate in a manner similar to regulated funds, unregulated vehicles offer greater flexibility, for example in terms of choice of service providers, and lower set-up and operating costs (as opposed to investment vehicles subject to regulatory oversight and restrictions). Regulated vehicles benefit, among others, from favorable tax status and a high level of investor protection. Unregulated vehicles tend to have a small group of investors and a simple capital structure. Notwithstanding the foregoing, unregulated vehicles may have a higher total Net Asset Value than regulated funds with more investors. 8 This survey is limited to Direct Funds and Funds of REIFs which are regulated by the “product” laws in Luxembourg. It does not take into account real estate investment structures which are not regulated by the “product” laws but which may, nevertheless, be “Alternative Investment Funds” as defined by the Directive 2011/61/EU on alternative investment fund managers (AIFMD). 3.3 Legal Structures Real Estate Funds governed by the 2010 law or the SIF law may be set up either in corporate form (“SICAV” or “SICAF”), in contractual form (“FCP”) or as partnerships (“SCS” or “SCSp”). A key determining factor in the selection of one of these structures is the tax regime applicable to investors; FCPs and partnerships are tax transparent whereas SICAVs and SICAFs are taxable, with certain exceptions. Regulated funds governed by the 2010 law or the SIF law as well as the SICAR law may adopt an umbrella structure with multiple sub-funds where, for instance, sub-funds have a different investment policy or are restricted to certain types of investors. The umbrella fund is legally treated as a single entity; however, in principle, each subfund is responsible for its own assets and liabilities. For the purpose of this Survey, reference to the number of fund “units” means the number of single funds plus the number of active sub-funds in umbrella structures. 4. Scope and Methodology 4.1 Scope The ALFI Survey covers Direct Funds, Real Estate SICARs and Funds of REIFs to which ALFI members provide depositary services. It does not cover unregulated vehicles or AIFs which are not regulated under “product” laws in Luxembourg, nor does it cover the intermediary financing vehicles set up for the acquisition of property or similar collective investment vehicles. 4.2 Methodology The ALFI Survey is based on a comprehensive questionnaire which was sent to all ALFI members. The depositaries and administrators responding are those which service the vast majority of Direct Funds and Funds of REIFs in Luxembourg. The questionnaire, which focused on the status as at June 2014, included questions relating to each fund’s: • Geographical investment region • Target segment of investment • Net Asset Value (NAV), Gross Asset Value (GAV) and target gearing • Investment style • Legal regime and structure • Investor types and origin • Accounting standard (GAAP) • Fees • Distribution method • Valuation methodology • Initiator origin • Service providers including depositary, central administration, audit, legal and tax Where possible, Survey results are at times compared with those published in Luxembourg Real Estate Funds: A comprehensive survey by Ernst & Young, published in January 2006 and the ALFI REIF Surveys 2007 to 2013. 9 part I - direct real estate funds & real estate SICARs 1. Introduction The Direct Funds population surveyed (excluding SICARs) continued to expand with 15 new Direct Funds launched in 2013 and a further 15 by the end of June 2014, bringing the total to 220 Direct Funds as at 30 June 2014. No Sicar launches were reported in 2013. The total number of Direct Funds covered by this survey increased by 10% since last year and by 276% since 2006, a compound annual growth rate (CAGR) of 21%. We also include data on 17 Real Estate SICARs. Number of fund units launched per year (*) Fund units 40 35 2 30 3 3 3 25 19 20 2 10 1 28 10 6 4 < 2000 1 1 2003 2004 25 3 8 5 0 26 24 15 15 2010 2011 15 15 2013 June 2014 5 2005 Part II 1 1 2006 2007 1 2008 2009 Institutional Funds / SIF 2012 SICAR (*) This graph shows the launch year of fund units that are included in the REIF Survey 2014. It is not a cumulative sequence. Institutional / SIF funds constitute the majority of Real Estate Funds and since 2006 have accounted for almost all new fund launches. This was reinforced over the last 30 months, with all the new launches of Direct Funds during this period being SIFs, bringing the total of SIFs to 83% of the Direct Fund population. Proportion of fund types launched per year (*) 100% 90% 80% 71% 86% 100% 86% 87% 100% 40% 90% 94% 100% 100% 100% 2012 2013 June 2014 5% 14% 30% 20% 10% 0% 14% < 2000 2003 2004 2005 SIF 42% 22% 33% 10% 10% 4% 3% 2006 2007 SICAR 10% 7% 6% 2008 2009 2010 2011 Source: ALFI Survey 2014 60% 50% 53% 53% 70% 2010 Part II (*) This graph shows the launch year of fund units that are included in the REIF Survey 2014. It is not a cumulative sequence. 10 Source: ALFI Survey 2014 15 2. Initiator origins Over the years, initiators in Europe were responsible for most of the new REIF launches, with UK, German and other European initiators being the most active, followed by initiators from the United States. Proportion of REIFs launched by initiators’ origin (*) 90% 25% 26% 13% 21% 50% 57% 70% 7% 13% 24% 14% 12% 100% 3% 3% 46% 7% 20% 44% 24% 8% 42% 4% 4% 4% 43% 20% 25% 24% 2003 2004 2005 14% 8% 2006 2007 19% 28% 27% 27% 2012 2013 June 2014 19% 6% 3% 2008 27% 20% 5% 18% 6% 7% 4% 7% 11% 13% 13% 10% 7% 7% 7% 8% 3% 33% 7% 8% 5% 10% 30% 13% 6% 13% 3% 13% 25% 13% 13% 7% 7% < 2000 14% 13% 6% 12% 4% 8% 7% 7% 50% 0% 19% 14% 7% 60% 10% 4% 10% 80% 40% 3% 7% Source: ALFI Survey 2014 100% 2% 2009 2010 2011 Australia/NZ Benelux Canada France Germany Italy Middle East Nordic/Baltic Other Americas Other Europe Russia Spain Switzerland UK US (*) This graph shows the launch year of fund units that are included in the REIF Survey 2014. It is not a cumulative sequence. The majority of Real Estate Funds fall under the SIF law (83%) and all new Real Estate Funds launched over the last 30 months have adopted the SIF regime. This reflects the popularity of this regime for Real Estate Fund initiators seeking an onshore regulated investment fund vehicle for all types of alternative investment fund products (including Direct Funds and Funds of REIFs). Legal regime and vehicle type combined by launch year (*) 100% 3% 7% 14% 90% 23% 80% 60% 10% 46% 75% 50% 25% 7% 7% 25% 43% < 2000 2003 2004 33% 7% 4% 4% 2005 2006 2007 7% 2008 3% SICAR (SCA) SICAR (Sàrl) 45% 4% 3% 4% 3% SIF (SICAF) SIF (FCP) 56% 5% 50% 42% 21% 7% SIF (SICAV - SCA) 11% 29% 53% 26% 14% SIF (SICAV - SA) 14% 11% 20% 20% 60% 100% 43% SIF (SICAV - Sàrl) 20% 6% 30% 0% 29% 19% 3% 3% 40% 10% 26% 14% 36% 43% 70% 13% 8% 47% SICAR (SA) 40% 16% 7% 6% 2009 2010 2011 2012 2010 Part II (SICAF) 2010 Part II (FCP) 2013 June 2014 (*) This graph shows the launch year of fund units that are included in the REIF Survey 2014. It is not a cumulative sequence. 11 Source: ALFI Survey 2014 3. Legal structure and regime 104 of the 220 Direct Funds (excluding SICARs) use the FCP as the vehicle, usually in combination with the SIF regime. The FCP-SIF and SICAV-SIF are by far the most popular combinations of regulatory regime and fund vehicle, and are roughly equally represented in a combined 87% of all Direct Funds. The fact that each of the SCA-SICAV and SA-SICAV combinations have over the last three years increased their prorata representation in respect of both new launches and the total reflects the versatility of the Luxembourg environment in offering both transparent and opaque vehicles, and in supporting regulatory regimes suitable to initiators’ and investors’ requirements. Legal regime and structure combined SIF SICAV - SA: 21% SIF SICAV - SCA: 21% SIF SICAV - S.à r.l.: 1% SIF SICAF: 3% SICAR - SA: 1% SICAR - SCA: 5% SICAR - S. à r.l.: 1% Part II SICAF: 3% SIF FCP: 37% Part II FCP: 7% Source: ALFI Survey 2014 Data as at 30 June 2014 Legal regime SICAR: 7% Basic structure SICAF: 6% Part II: 10% SICAR: 7% FCP: 44% SIF: 83% SICAV: 43% Source: ALFI Survey 2014 Data as at 30 June 2014 12 CSSF Data as at 30 September 2014 Legal regime and basic structure combined SIF / SICAV: 51% SIF / SICAF: 4% Source: ALFI / CSSF Data as at 30 September 2014 excludes SICARs Part II / SICAF: 1% SIF / FCP: 37% Part II / FCP: 6,5% Part II / SICAV: 0,5% Legal regime Basic structure SICAV: 52% Part II: 8% SICAF: 5% SIF: 92% FCP: 43% 66% of the surveyed Direct Funds are single compartment vehicles. The remaining funds have a multi-compartment umbrella structure (i.e. subfunds) which confirms the increased popularity of umbrella structures over recent years. 26% use this structure solely for separate investment strategies, 5% use an umbrella solely for co-investment and 4% combine both types of usage. 4% of the funds use feeder vehicles and 16% have complex share classes so that, for exam- Pooling ple, different management and performance fee structures can be managed for different investors. There are only 5 funds which use a pooling structure, possibly because in practice this is difficult to implement for Direct Funds investing in real estate assets (as opposed, for example, to equity funds). The trend over the last several years has been towards simplification of structures and strategies – if anything, that trend is gaining further momentum. 2% 98% Feeder Vehicles 4% Complex share classes 96% 16% 84% Single compartment funds 66% 34% Sub funds used for co-investment 4% & separate investment strategies Sub funds used for separate investment strategies only Sub funds used for co-investment only Yes No 96% 26% 74% 5% 0% 95% 20% 40% 60% 80% 100% 13 Source: ALFI Survey 2014 4. Fund structure 5. Investment style 51% of the 220 Direct Funds surveyed (excluding SICARs) are “Core” funds with the remainder split between “Value Added” (34%) and “Opportunity” (15%) fund styles. While these propor- tions have remained relatively stable from 2009 to 2011, recent launches have focused on Core strategies. Value-Added: 31% Opportunity: 22% Core: 47% Source: ALFI Survey 2014 Graph includes SICARs In terms of regulatory regimes, all SICARs must be Opportunity funds, Part II (2010 law) funds predominantly pursue a Core strategy, while the SIF regime is flexible (encompassing Core, Value-Added and Opportunity strategies). Almost half of new Direct Funds launched in 2013 and two thirds of those launched in the first part of 2014 pursue a Core strategy, continuing the drop in launches of Value-Added and Opportunistic funds over recent years. It will be interesting to monitor developments, especially of Opportunistic funds, as more capital returns to the market. Fund units launched by strategy type (*) 100% 80% 70% 29% 50% 100% 39% 39% 28% 2003 2004 2005 27% 33% 67% 60% < 2000 20% 28% 14% 25% 25% 28% 36% 31% 40% 20% 6% 14% 19% 43% 30% 0% 26% 43% 50% 10% 27% 19% 27% 60% 40% 18% 2006 Opportunity 33% 35% 2007 2008 50% 50% 2009 2010 Value-Added 2011 67% 44% 47% 2012 2013 Source: ALFI Survey 2014 13% 90% June 2014 Core (*) This graph shows the launch year of fund units that are included in the REIF Survey 2014. It is not a cumulative sequence. 14 70% of the surveyed funds are closed-ended, a slight increase from the previous years’ findings. 5% of the funds are semi open-ended with 13% being fully open-ended with no restrictions on redemptions. 12% of the funds are open with restrictions. This reflects the inherent illiquidity of Real Estate as an asset class and thus the difficulties of providing investors liquidity upon demand. It also illustrates that investors are allocating capital to funds that offer some sort of liquidity. Semi-Open (Not continuous): 5% Open - Restrictions: 12% Closed: 70% Open - No Restrictions: 13% Source: ALFI Survey 2014 Value-added funds tend to be predominantly closed-ended (65%), with 16% open-ended with restrictions. Opportunity (84%) and Core funds are mostly closed-ended (65%), but one third of the core funds surveyed offer investors some form of regular liquidity. These findings are substantially similar to those of the 2011, 2012 and 2013 ALFI Surveys. Liquidity by fund investment style 100% 14% 90% 10% 2% 4% 14% 80% 15% 16% 70% 6% 5% 60% 50% 84% 40% 65% 30% 65% 20% 10% 0% Core Closed Semi-Open (Not continuous) Opportunity Open - Restrictions Source: ALFI Survey 2014 6. Liquidity Value-Added Open - No Restrictions 15 Term of direct real estate funds 7. Term 8 - 10 years: 25% Infinite: 39% 11-15 years: 22% Up to 7 years: 14% Source: ALFI Survey 2014 One quarter of Direct Funds have a term of 8-10 years, while a further 39% have an infinite life. 26% of Opportunity funds have a life of 8-10 years, down from 42% and 33% (respectively) in the 2012 and 2013 ALFI Surveys. This shows a trend toward longer terms across all strategies, with 36% of Opportunistic funds, 37% of Value-Added funds and 43% of Core funds now having an infinite term. Fund duration by investment style 100% 6% 90% 18% 22% 80% 70% 43% 60% 37% 36% 50% 23% 30% 27% 26% 20% 10% 0% 28% Core 11-15 years 16 16% 18% Opportunity Value-Added 8 - 10 years Infinite Up to 7 years Source: ALFI Survey 2014 40% country in the EU-28. 8 funds invest in the Americas only, 1 fund in the Middle East and 11 funds in Asia / Pacific only. Finally, 60 funds invest in 2 or more world regions, reflecting the suitability of the SIF for investment strategies focusing on a range of different countries. In the 2014 ALFI Survey, 41% of Direct Funds have a single-country investment focus which shows a continued increase compared to the 2011, 2012 & 2013 ALFI Surveys (25%, 27% and 35% respectively). 63% of the funds invest only in the EU-28. Among the 96 single-country funds, 76 funds (79%) invest exclusively in one single REIFs investment regions Americas only: 3% North Africa only: 1% Asia/Pacific Only: 5% Other: 12% EU-28 + other Europe Only: 7% EU-28 + EFTA Only: 9% EU 28 Only: 63% Source: ALFI Survey 2014 Exclusive data: Each fund falls into one category. Percentages based on the responses received Geographical focus of fund investments by fund unit launch year (*) June 2014 19% 2013 20% 10% 5% 15% 2012 2010 11% 16% 2009 2007 4% 15% 5% 38% 2005 3% 43% 2004 30% 2003 12% 7% 6% 3% 10% 20% 5% 2% 3% 43% 5% 12% 30% 40% 50% 70% EFTA (non EU) 80% Asia / Pacific America - North Middle East & Others 44% 60% Other Europe America - Central / South 60% 50% 44% 0% 1% 4% 3% 1% 48% 50% < 2000 2% 10% 44% 8% EU - 28 3% 3% 6% 43% 11% 5% 7% 2% 5% 1% 42% 5% 3% 8% 41% 3% 6% 36% 2006 5% 56% 40% 24% 11% 42% 5% 3% 16% 2008 45% 5% 28% 8% 5% 32% 2011 44% 90% Source: ALFI Survey 2014 8. Geographical focus of fund investments 100% (*) The chart shows the details for Funds of REIFs only. This chart is not cumulative, but shows the total number of funds by the year of launch. Non exclusive data, i.e. funds can cover one or several regions shown. The purpose of the graph is to highlight changes in strategy over time. 17 9. Target Sectors Similar to the findings of the 2013 ALFI Survey, 57% of the surveyed funds (134 out of 237) have a diversified investment strategy in terms of property types. Residential only: 8% Hospitality only: 1% Other Single Specialist: 4% Multi sector: 57% All sectors: 4% Office only: 4% Retail only: 14% Industrial only: 8% Source: ALFI Survey 2014 Exclusive data: Each fund falls into one category. Percentages based on the responses received The 2014 ALFI Survey shows the stabilization of “multi-sector” at 57% which is the middle ground between the findings of the 2013 ALFI Survey (59%) and the 2012 ALFI Survey (55%). The preferred target sectors for 2013 fund launches are office (27%) and residential (21%). The early launches in 2014 showed a large increase, from 18% to 30%, in funds investing in retail assets. Target sector by fund unit launch year 24% 2013 30% 27% 2012 18% 21% 2011 9% 30% 32% 2008 29% 30% 24% 31% 2005 15% 27% 15% 2003 17% 3% 3% 16% 3% 3% 3% 28% 4% 6% 0% 10% Hospitality 40% 30% 20% 30% 40% 50% Infrastructure 6% 100% < 2000 Residential 7% 22% 33% Industrial 8% 15% Retail 3% 3% 20% 17% 22% 2% 4% 22% 23% 37% 2004 6% 18% 27% Office 16% 13% 12% 31% 9% 5% 17% 28% 2006 23% 6% 36% 2009 2007 21% 19% 25% 22% 13% 26% 26% 2010 9% 20% 60% 70% 80% 10% 90% 100% Non exclusive data, i.e. funds may invest in more than one sector. The purpose of the graph is to highlight changes in strategy over time. 18 Source: ALFI Survey 2014 June 2014 NAV distribution 100% 2% 1% 4% 90% 13% 8% 15% 21% 1% 8% 21% 1% 6% 16% 1% 3% 5% 5% 18% 70% 60% 26% 18% 20% 27% 2% 22% 15% 0.5% 1% 1% 8% 16% 20% 18% 0.5% 1% 1% 3% 8% 5% 13% 13% 17% 15% 40% 800-1200 200-400 30% 44% 48% 49% 50% 52% 57% 63% 60% 56% 100-200 10% 0% 1200-1800 400-800 50% 20% over 1800 <100 EUR millions 2006 2007 2008 2009 2010 These charts show a comparison of average NAVs reported in the 9 years of the ALFI REIF Survey to date. The forecasted Target NAV averages of the survey populations illustrate the continued decrease in the average fund size, with the median moving from the 200-400 million euros band in 2009 2011 2012 2013 Source: ALFI Survey 2014 80% 1% June 2014 target NAV results to the 100-200 million euros band in the following Surveys, reflecting continued cautious forecasts for capital raising in 2014 and possibly the creation of numerous smaller funds, while many larger funds have come to the end of their terms. Target NAV 100% 2% 90% 80% 28% 2% 2% 2% 4% 16% 70% 19% 27% 2% 4% 14% 21% 4% 2% 9% 1% 1% 3% 9% 10% 3% 22% 21% 19% 800-1200 18% 39% 40% 30% 25% 23% 22% 24% 10% 0% 18% 11% 2009 21% 2010 400-800 200-400 30% 30% 20% over 1800 1200-1800 25% 60% 50% 1% 3% 1% 4% 12% 15% 1% 30% 32% 36% 2011 2012 2013 39% 48% 45% 100-200 <100 EUR millions 2014 2015 2016 19 Source: ALFI Survey 2014 10. Net Asset Value (NAV) Distribution 11. Gross Asset Value (GAV) Distribution The results show a slight decrease in the 200-400 million GAV distribution band in 2013 with 16% of the funds (versus 23% in 2012) falling in this category and a continued increase in smaller funds (46% compared to 40% in 2012). GAV distribution 90% 80% 2% 2% 2% 2% 6% 2% 2% 8% 11% 13% 18% 18% 1% 1% 4% 2% 15% 16% 15% 21% 23% 2% 2% 6% 3% 2% 2% 5% 3% 4% 17% 19% 27% 16% 21% 21% 17% 15% 23% 13% 14% over 1800 800-1200 21% 50% 40% 1% 1200-1800 16% 70% 60% 3% 17% 13% 35% 37% 400-800 15% 200-400 30% 20% 10% 0% 27% 2006 36% 35% 42% 40% 46% 100-200 <100 EUR millions 2007 2008 2009 2010 The range <100 million has slightly increased in 2013 mostly due to new funds raising new capital. Also notable in 2013 is the percentage of funds above EUR 1.8 bn in assets, which signals some overall optimism in relation to the return of leverage. 2011 2012 Source: ALFI Survey 2014 100% 2013 The majority of funds’ forecast Target GAV drop from between 200-400 million euros to lower amounts, confirming recent trends towards smaller funds with an exception for funds between 800 and 1,200 million and above 1,800 million. Target GAV 90% 80% 7% 10% 7% 13% 16% 33% 6% 5% 24% 33% 5% 23% 21% 4% 24% 4% 2% 5% 22% 2009 2010 1200-1800 15% 400-800 20% 17% 18% 200-400 100-200 18% 12% 10% over 1800 21% 14% 7% 17% 23% 13% 9% 19% 15% 13% 2011 2012 20% 2013 27% 28% 32% <100 EUR millions 2014 In this section, graphs exclude the funds that did not provide NAV / GAV figures. 20 2% 7% 800-1200 20% 21% 20% 0% 9% 4% 26% 40% 10% 11% 7% 4% 5% 26% 60% 30% 7% 4% 9% 70% 50% 6% 2015 2016 Source: ALFI Survey 2014 100% 12. Target Gearing of Funds 12% of the surveyed Direct Funds show target gearing of less than 20%. Target Gearing is down in most of the ranges, the exceptions being the 20-30% range, 30-40% and the high-end (over 60% and 70%) target gearing ranges. Target gearing of funds 8% 90% 80% 28% 70% 60% 12% 29% 13. Fees 21% 15% 20% 15% 13% 20% 21% 26% 31% 5% 3% 2009 3% 33% 1% 3% 2010 19% 2011 10% 2% 2012 4% 2% 13% 3% 8% 20% 9% 6% 2% 7% 2013 2014 2015 29% of the surveyed Direct Funds use GAV as the basis for their management fee calculation, almost the same as the findings in the 2013 ALFI Survey and slightly lower than the corresponding results of the 2010, 2011 and 2012 ALFI Surveys. over 70% 60%-70% 18% 40%-50% 13% 26% 17% 31% 31% 41% 17% 50%-60% 28% 29% 20% 0% 10% 28% 40% 10% 27% 15% 50% 30% 9% 11% 7% 30%-40% 18% 20%-30% 12% less than 20% 2016 The majority of the funds calculating their fees on the basis of GAV charge fees of 0.51-1.0% and 69% of these funds charge management fees of between 0.51% and 1.5%. Management fee calculation basis for direct real estate funds No data available: 12% Source: ALFI Survey 2014 100% Commitments: 13% Other: 22% GAV: 29% None: 1% NAV: 23% Source: ALFI Survey 2014 21 Management fee range for Direct REIFs 1.01%-1.5%: 18% 0-0.5%: 21% No data available: 12% >1.5%: 21% 0.51%-1.0%: 28% Source: ALFI Survey 2014 Almost half of the surveyed Direct Funds do not levy a performance fee. For the funds charging performance fees, 49% charge 20%. 9 Core funds indicated a payout rate of more than 20%, while 16 Core funds have performance fees with a pay- out rate of 20%. 59% of the Value-Added funds (down from 69% last year) reported a payout rate of exactly 20%, indicating that this remains the market standard. Performance fee charged 100% 90% 10% 24% 24% 80% 70% 60% 45% 17% 34% 50% 30% 20% 59% 45% 42% 10% 0% Core Value-Added 20% 22 <20% Opportunity >20% Source: ALFI Survey 2014 40% 14. Number of Investors The ALFI Survey results show that Direct Funds typically do not have a large number of investors. Approximately 84% of the Direct Funds have fewer than 25 investors and 33% have 5 investors or less, while only 2% have more than 100 investors. This reflects the fact that the majority of investors in such funds are institutional and thus, inherently, there tends to be a smaller number of investors per fund. Only 14% of funds (down from 17%) have more than 25 investors. This corresponds with the identified trend toward a larger number of smaller funds. 101 + investors: 2% no investors yet: 2% 26 - 100 investors: 12% 1 - 5 investors: 33% 6 - 25 investors: 51% Source: ALFI Survey 2014 Virtually all of the funds surveyed have institutional investors, with “high net worth individuals” (HNWI) investing in 69 (30%) of the funds (a 4% increase over last years’ results). Retail investors have invested in 9% of the funds (a 4% decrease compared to last years’ results). Institutional and HNW individuals continue to represent the majority of investors in REIFs of all sizes, with retail investors falling back to 2009 levels. % of fund units allowing specific investor groups 100% 90% 80% 70% 60% 50% 94% 40% Source: ALFI Survey 2014 15. Type of Investors 30% 20% 30% 10% 0% Institutional HNW Individuals 20% Private Bank 13% Family Office 9% Retail Non-exclusive data: Investor groups may be indentified by fund. Percentages based on the received responses. 23 Number of investors by type of investor investors 29% 18% 25 - 100 23% 59% 6 - 25 13% 53% 15% 1-5 10% 20% Institutional 30% 4% 6% 40% Private Bank 50% 60% Family Office The majority of investors are from Europe. However, there are also significant numbers from the Americas (55 funds), the Asia/Pacific region (26 funds) and the Middle East (25 funds), each of which represent a larger proportion than before, reflecting the global appeal of the SIF regime. 110 (49%) of the surveyed funds have investors from two to five countries and 44 (19%) have investors 70% 12% 20% 9% 67% 0% 16. Investor Origins 18% 4% 17% 5% 6% 18% 80% HNW Individuals 90% 4% 100% Retail from 6 to 10 countries, which again highlights the success of the SIF regime as a global investment offering. The expectation is that cross-border marketing under the AIFMD will further expand the reach of Luxembourg Real Estate Funds and it will be interesting to note these results over the coming years. Number of investors’ countries 1 country: 27% 11 + countries: 5% 2 - 5 countries: 49% 6 - 10 countries: 19% Source: ALFI Survey 2014 24 Source: ALFI Survey 2014 101 + The 2014 ALFI Survey confirms the notable increase (identified in the 2012 and 2013 ALFI Surveys) in funds targeted for distribution in 2-5 countries (which now represent the largest category with 110 funds), compared to the results from 2009-2011. Number of investor countries by launch year (*) 100% 80% 70% 20% 64% 50% 100% 14% 60% 36% 25% 29% 13% 25% < 2000 25% 62% 54% 60% 14% 2003 2004 14% 4% 20% 0% 20% 60% 42% 3% 30% 10% 34% 50% 60% 40% 23% 17% 39% 43% 50% 23% 5% 14% 21% 7% 2005 1 2006 3% 33% 14% 2007 11 + 2008 2-5 49% 22% 23% 2009 2010 33% 33% 20% 2011 2012 2013 Source: ALFI Survey 2014 90% June 2014 6 - 10 countries (*) This graph shows the launch year of fund units that are included in the REIF Survey 2013. It is NOT a cumulative sequence. 17. Accounting standards Almost 60% of all of the surveyed funds apply Luxembourg GAAP (Lux GAAP) as accounting standard, with the remainder applying IFRS. In this year’s Survey, the reporting framework selected does differ significantly depending on the strategy of the fund, i.e. Core (57%) and especially Opportunity funds (72%) opt for Lux GAAP whereas Value-Added funds are equally represented between IFRS & Lux GAAP. Virtually all of the surveyed funds prepare consolidated accounts. Lux GAAP: 58% IFRS: 42% Source: ALFI Survey 2014 25 Prior to 2006, Luxembourg GAAP (Lux GAAP) was the preferred standard, from 2006 to 2009, utilization of IFRS and Lux-GAAP was more balanced, whereas in 2011, 2012 and 2013 Lux GAAP is again the preferred standard. Accounting standards adopted by new fund unit launches 100% 90% 29% 80% 50% 70% 73% 75% 50% 71% 30% 50% 20% 0% 50% 64% 50% 69% 71% 77% 100% 40% 10% 53% 47% 27% 25% < 2000 60% 2003 2004 2005 2006 2007 2008 IFRS 50% 36% 2009 2010 50% 31% 29% 2011 2012 23% 2013 June 2014 Lux GAAP 43 funds already report financial statements that are compliant with the INREV reporting standards, an increase over previous years. In addition, 53% of the funds preparing their financial statements under IFRS make adjustments to the amounts reported therein to arrive at their fund NAV, compared with 39% under Lux GAAP (30% in 2010, 26% in 2012 and 25% in the 2013 ALFI Survey). 39 funds using LUX GAAP make adjustments for fair value. Number of IFRS fund units (94 in total) and number of LUX GAAP (130 in total) adjusting for various items 50% 40% 30% 39% 38% 45% 37% 32% 30% 24% 10% 0% 6% Formation expenses Transaction costs Deferred taxation IFRS 26 22% Lux GAAP Fair value of financial instruments 8% Other adjustments Source: ALFI Survey 2014 20% Source: ALFI Survey 2014 60% 40% The majority of Direct Funds report a quarterly NAV, similar across all fund types (i.e. Core, Value-Added and Opportunistic), while 13% pro- duce a monthly NAV. Among the 51 Opportunity funds surveyed, only 3 funds have a daily NAV. Frequency of reporting of fund NAV Monthly: 13% Annual: 24% Daily: 1% Semi-Annual: 12% Quarterly: 50% Source: ALFI Survey 2014 Since 70% of funds are closed-ended, the reporting of quarterly NAV is more likely due to investor demand for performance measurement rather than for the purposes of pricing the issue and redemption of units. Similar to the findings of the 2012 and 2013 ALFI Surveys, 56% of surveyed funds rely on annual independent valuations of their properties, while 5% opted for a monthly valuation cycle. Almost all of the surveyed funds use an independent appraiser in respect of their valuations. Frequency of reporting by investment strategy 100% 90% 6% 15% 8% 16% 80% 70% 60% 44% 35% 70% 50% 40% 10% 20% 30% 20% 10% 0% 8% 31% 23% Core Annual 14% Opportunity Semi-Annual Quarterly Source: ALFI Survey 2014 18. Frequency of NAV Calculation Value-Added Monthly Daily 27 Inversely to the 2011 ALFI Survey and as was the case for the 2012 ALFI Survey, the frequency of property valuations correlates with the frequen- cy of reporting of NAVs. It is more balanced for quarterly and monthly NAVs. Direct real estate funds valuations Annual: 57% None: 1% Monthly: 8% Quarterly: 19% Other: 1% Semi-Annual: 14% Source: ALFI Survey 2014 Frequency of property valuation by frequency of NAV calculation 100% 1% 90% 47% 70% 75% 60% 50% 10% 6% 100% 100% 40% 30% 52% 47% 20% 25% 10% 0% Annual Semi-Annual Semi-Annual Annual Quarterly Monthly Frequency of NAV Calculation 28 Quarterly Other Source: ALFI Survey 2014 37% 80% Property Valuation Frequency Monthly 19. Valuation Standards Over two-thirds of the Direct Funds’ valuations are carried out under RICS Valuation and Appraisal Standards. This is by far the leading standard for property valuations used. Valuation standards adopted None: 4% Other: 26% TEGOVA: 1% ISVC: 1% RICS: 68% Source: ALFI Survey 2014 20. Stock Exchange Listing Out of the 237 Direct Funds covered in this Survey, only 19 (8%) are listed. 21. Currency The great majority of funds report in EUR, while 7% report in USD and 4% in GBP. Reporting currencies USD: 7% GBP: 4% EUR: 85% Other: 4% Source: ALFI Survey 2014 29 part II - funds of real estate investment funds 1. Introduction The first Fund of REIFs was launched in Luxembourg in 2005, more than five years after the launch of the first Direct REIF. Given the small number of Funds of REIFs operational in Luxembourg at the end of 2006, these funds were not covered until the 2008 ALFI Sur- vey, but have been covered each year since. 68% of Funds of REIFs were launched before 2010. 4 funds in 2010, 6 in 2011, 1 in 2012 and 2 funds were launched in 2013. This brings the total number of Funds of REIFs covered by this Survey to 40. FoREIF units by launch year (*) 100% 90% 80% 70% 60% 50% 80% 88% 100% 100% 100% 100% 100% 100% 100% 2009 2010 2011 2012 2013 Source: ALFI Survey 2014 40% 30% 20% 10% 0% 20% 12% 2005 2006 2007 2008 Part II SIFs (*) The chart shows the details for Funds of REIFs only. This chart is not cumulative, but shows the total number of funds per year of launch. 30 Out of a broad range of initiators across Europe, German initiators have been the most prolific since 2006, accounting for 30% of the new REIF FoFs. Origins of initiators of direct real estate funds UK: 19% Switzerland: 8% Nordic/Baltic: 5% Middle East: 0.4% US & Other Americas: 18% Other Europe: 14% Canada: 1.3% Asia / Australia & New Zealand: 1.3% France: 6.5% Origins of initiators of funds of real estate funds Benelux: 10% Benelux: 11.5% Germany: 15% Source: ALFI Survey 2014 Germany: 31% UK: 15% Nordic/Baltic: 5% Other Americas: 3% Switzerland: 5% Other Europe: 31% Source: ALFI Survey 2014 Origin of initiators by fund unit launch year (*) 100% 90% France 20% 25% Other Americas 80% 50% 50% 70% 50% 50% 50% 20% 60% UK Switzerland 88% 50% 20% 50% 100% Other Europe 40% 33% 30% 50% 50% 20% 50% 40% Germany 25% 10% 0% Nordic/Baltic 50% 17% 12% 2005 2006 2007 2008 2009 2010 2011 Benelux 2012 2013 (*) The chart shows the details for Funds of REIFs only. This chart is not cumulative, but shows the total number of funds by the year of launch. 31 Source: ALFI Survey 2014 2. Initiator origins 3. Legal structure and regime As reflected in last year’s survey only 2 out of 40 Funds of REIFs are Part II (2010 law) funds. As all of the funds launched from 2009 to 2013 have been SIFs, 38 of the Funds of REIFs (95%) fall under the SIF law. With regard to the legal structure of the funds, over years, the FCP structure remains the pre- ferred option over the SICAV structure (25 vs. 15). The FCP structure was chosen for 63% of the funds. While FCPs still constitute a small majority in overall REIF FoFs, SICAVs are equally represented since 2007 and the 2 new funds launched in 2013 are SICAVs. Legal structure and regime combined SIF (FCP): 57% Part II (FCP): 5% SIF (SICAV - SCA): 10% SIF (SICAV - SA): 28% Source: ALFI Survey 2014 4. Investment Style 83% of Funds of REIFs covered by this Survey are classified as either core funds (24) or opportuni- ty funds (9). There are 5 value-added Funds of REIFs and 2 employ a mixed investment style. Investment style by launch year 100% 12% 90% 20% 20% 25% 17% 80% 25% 70% 50% 25% 60% 100% 60% 40% 63% 20% 10% 50% 50% 50% 2009 2010 2011 50% 20% 2005 2006 2007 Core 32 100% 80% 30% 0% 33% 2008 Opportunity Value-Added Mixed 2012 2013 Source: ALFI Survey 2014 50% 50% Overall, the majority of Funds of REIFs (72%) are closed-ended. “Open-ended Funds of REIFs with restrictions” and “Open- ended Funds of REIFs with no restrictions” are almost equally represented in 11 fund launches, (6 funds and 5 funds respectively) since 2005. Open vs. closed-ended funds by launch year (*) 100% 12% 90% 13% 80% 70% 17% 25% Closed 72% 50% 50% 60% Open - No Restrictions 15% 60% 50% 100% 40% 100% 100% 75% 83% 75% Open - Restrictions 13% 30% 20% 50% 50% 40% 10% 0% Source: ALFI Survey 2014 2005 2006 2007 Closed 2008 2009 2010 Open - No Restrictions 2011 2012 2013 Open - Restrictions (*) The graph shows the details for Funds of REIFs only. This chart is not cumulative, but shows the total number of funds by the year of launch. Fund investment style by liquidity 100% 90% 80% 70% 7% 17% 7% Core 40% 22% Opportunity 60% 83% 40% 30% 40% Value-Added 64% 20% 0% Mixed 20% 10% Closed Open - No Restrictions Source: ALFI Survey 2014 50% Open - Restrictions Liquidity by fund investment style 100% 90% 80% 4% 21% 25% Closed 40% 70% 60% 20% 50% 40% 75% 100% Open - No Restrictions 75% 30% 40% 20% Open Restrictions 10% 0% Core Opportunity Value-Added Mixed 33 Source: ALFI Survey 2014 5. Liquidity 6. Term There are similar numbers of Funds of REIFs represented in the 11-15 year and infinite life categories. Most of the opportunity and value-added funds still have a fund term of either 11-15 years or infinite. 58% of the core funds have a 11-15 year term (up from the 52% of the previous survey). Only 4 funds are represented in the 8-10 year category. Fund duration Up to 7 years: 3% 11-15 years: 47% Infinite: 40% 8 - 10 years: 10% Source: ALFI Survey 2014 Fund unit duration by investment style (*) 100% 5% 6% 90% 80% 25% 21% 25% 70% 60% 19% 50% 74% 30% 50% 20% 25% 10% 0% 100% Source: ALFI Survey 2014 40% 50% 11-15 years Core 8 - 10 years Opportunity Infinite Value-Added Up to 7 years Mixed (*) The chart shows the details for Funds of REIFs only. This chart is not cumulative, but shows the total number of funds by the year of launch. 34 While for many years, the regional focus of investments often varied from one fund to another, recent launches focused exclusively on the 28 EU member states. Geographical focus of investments Global (ex Europe): 15% Global: 15% Asia/Pacific only: 13% Americas Only: 3% EU 28 Only: 37% All Europe only: 17% Source: ALFI Survey 2014 Geographical investment region by fund unit launch year (*) 2013 100% 2012 100% EU - 28 EFTA (non EU) 2011 45% 2010 11% 11% 50% 2009 23% 2007 24% 34% 18% 12% 19% 2006 23% 14% 0% 20% 19% 20% 25% 40% Other Europe 60% Asia / Pacific 24% 19% 10% 50% 17% 33% 60% 2005 11% 33% 33% 2008 22% 5% 10% America Central / South 25% 80% America - North Source: ALFI Survey 2014 7. Geographical focus of fund investments 100% (*) The chart shows the details for Funds of REIFs only. This chart is not cumulative, but shows the total number of funds by the year of launch. Non exclusive data, i.e. funds can cover one or several regions shown. The purpose of the graph is to highlight changes in strategy over time. 35 8. Target sectors As was the case with the 2012 ALFI Survey, almost all of the Funds of REIFs follow a multi-sec- tor investment strategy. The office, retail and residential sectors remain the most popular. Sectoral focus of investment strategies office / retail / residential 5% Mutltisector 97.5% all sectors 16% office / retail / industrial / residential / hopitality 11% other 21% office / retail / residential / industrial 24% office / retail / industrial 5% Retail only 2.5% office / retail / industrial / infrastructure 5% office / retail 13% Exclusive data: Each fund falls into only one category. Source: ALFI Survey 2014 Target sector by fund unit launch year (*) 2013 22% 22% 2012 12% 22% 50% 11% 11% Office 50% Retail 21% 2010 21% 15% 31% 2009 23% 25% 2008 22% 2007 23% 2006 0% 10% 24% 30% 40% Residential 17% 15% 7% 17% 25% 20% Industrial 17% 20% 24% 11% 25% 17% 25% 7% 31% 25% 27% 25% 4% 15% 25% 20% 2005 21% 6% Infrastructure 5% 5% 3% 6% Other 50% 50% 60% 70% Hospitality 80% 90% Source: ALFI Survey 2014 2011 100% (*) The chart shows the details for Funds of REIFs only by target sector. This chart is not cumulative, but shows the total number of funds by the year of launch. Non exclusive data, i.e. funds may invest in more than one of the regions indicated. The purpose of 36 the graph is to highlight changes in strategy over time. 9. Net Asset Value (NAV) The 40 Luxembourg domiciled Funds of REIFs represented a total NAV of 4.4 billion euros at the end of 2013, compared to 4.6 billion euros in the previous year and 3.1 billion euros at the end of 2011. The average NAV at 31 December 2013 was 110 million euros, ranging from 3 million euros to 370 million euros. As most Funds of REIFs do not use gearing, the NAV and GAV are similar. NAV distribution at the end of 2013 fund units 30 25 20 Source: ALFI Survey 2014 15 10 5 0 10. 2016 Target NAV Distribution <100 While we note that there is currently very little gearing in Funds of REIFs (NAV = GAV), the 100-200 200-400 EUR mio information received in relation to target NAV is, unfortunately, not reliable. 37 11. Fees 45% of the Funds of REIFs covered in this Survey base their management fee on NAV, similar to the findings of the preceeding Surveys. In the 2014 ALFI Survey, commitments as the basis for the management fee decreased from 35% in 2012 and 29% in 2013 to 24%. GAV is the basis for management fees for 21% of the Funds, while a further 10% use “other” criteria. 29% of the Funds of REIFs surveyed charge a management fee in the mid-range of 0.51%-1%. For 45% of the Funds of REIFs the management fee lies between 0% and 0.5%. FoREF Management fee basis FoREF Management fee range GAV: 21% 0-0.5%: 45% Commitments: 24% Other: 10% 1.01%-1.5%: 8% >1.5%: 18% NAV: 45% 0.51%-1.0%: 29% Source: ALFI Survey 2014 39% of funds charge performance fees. 36% of these Funds of REIFs employ a hurdle rate. Performance fee charged 100% 90% 80% 11% 25% 22% 70% <20% 100% 50% 20% 40% 30% 75% 67% >20% 20% 10% 0% Core Value-Added Source: ALFI Survey 2014 60% Opportunity Performance fee hurdle rate 100% 90% 70% 50% 5%-8% 60% 100% 50% 40% 30% 20% 9%-12% 50% 10% 0% 38 Core Opportunity Source: ALFI Survey 2014 80% Almost all Funds of REIFs (39) covered in this Survey are limited to institutional investors. 1 fund is open to family offices only. All other funds are open to institutional investors as well as to other types of investors. for the different investment styles, the majority of both core funds and opportunity funds are represented in the “6 to 25 investors” category, whereas the value-added funds fall into the “1 to 5 investors” category. 40% of the funds surveyed have between 6 and 25 investors, while 38% have 1 to 5 investors per fund. With regard to the number of investors 79% of the Funds of REIFs have between 1 and 25 investors. Types of Fund of REIFs investors Institutional & Private Bank: 5% Institutional & Retail: 2.5% Institutional & HNWI: 2.5% Institutional & Private Bank & Family office: 25% Institutional & Private Bank & HNWI & Family Office: 2.5% Institutional & Private Bank & HNWI & Retail: 2.5% Institutional & Private Bank & HNWI & Family Office & Retail: 2.5% Family office only: 2.5% Institutional Only: 55% Source: ALFI Survey 2014 Exclusive data: Each fund falls into one category Number of investors by fund launch year 100% 90% 80% 70% 20% 25% 37% 50% 50% 60% 60% 40% 50% 100% 40% 30% 20% 100% 2012 2013 75% 63% 50% 20% 50% 40% 10% 0% 100% Source: ALFI Survey 2014 12. Type of Investors 20% 2005 2006 2007 1-5 2008 6 - 25 2009 2010 26 - 100 2011 101 + 39 13. Accounting standards 79% of the Funds of REIFs surveyed (and all those launched in 2013) report under Luxembourg-GAAP, whereas for Direct REIFs, this split is more evenly balanced. LUX GAAP 79% IFRS 21% Source: ALFI Survey 2014 Accounting standard by launch year 100% 90% 80% 70% 50% 60% 60% 50% 100% 100% 100% 100% 100% 100% 100% 2012 2013 30% 20% Source: ALFI Survey 2014 40% 50% 40% 10% 0% 2005 2006 2007 2008 2009 IFRS 14. Currency 2010 2011 LUX GAAP As is the case for Direct REIFs, the euro is the most common currency (30 funds). GBP: 2% Other: 8% USD: 15% EUR: 75% Source: ALFI Survey 2014 40 15. Frequency of NAV Calculation 60% of the Funds of REIFs have adopted quarterly NAV calculations, with 10 Funds of REIFs calculating NAV on a monthly basis. 4 Funds of REIFs calculate NAV on an annual basis and another 2 Funds of REIFs calculate NAV on a semi-annual basis. Quarterly: 60% Semi-Annual: 5% Annual: 10% Monthly: 25% Source: ALFI Survey 2014 Frequency of NAV calculation by launch year (*) 100% 20% 25% 80% 50% 60% 88% 50% 25% 80% 83% 100% 100% 40% 50% 20% 12% 0% 2005 2006 50% 20% 2007 Annual Source: ALFI Survey 2014 80% 50% 17% 2008 Monthly 2009 2010 Quarterly 2011 2012 2013 Semi-Annual (*) The chart shows the details for Funds of REIFs only. This chart is not cumulative, but shows the total number of funds by the year of launch. 16. Stock Exchange Listing Only one out of the 40 Funds of REIFs covered in this Survey is listed on the Luxembourg Stock Exchange (Lux MTF). 41 Appendix Service providers The following service providers (listed in alphabetical order) were identified in the responses to the survey: Accounting - Lux Holdco’s (23) • A3T S.A. • Alter Domus Alternative Asset Fund Administration S.à r.l. • Banque de Patrimoines Privés • Brown Brothers Harriman (Luxembourg) S.C.A. • CACEIS Bank Luxembourg • CITCO REIF Services (Luxembourg) S.A. • Citibank International Plc (Luxembourg Branch) • Edmond de Rothschild (Europe) • European Fund Administration S.A. • Experta Corporate and Trust Services S.A. • Finexis S.A. • Fund Solutions SCA • Grant Thornton Abax Investment Services S.A. • Internos Luxembourg • Intertrust (Luxembourg) S.à.r.l • KPMG • Luxembourg Fund Services S.A. • Pandomus • RBC Investor Services Bank S.A. • RBC Wealth Management • SGG S.A. • TMF Luxembourg S.A. • Trident Trust Company (Luxembourg) S.A. Accounting - Non Lux SPVs (15) • Alter Domus Alternative Asset Fund Administration S.à r.l. • Brown Brothers Harriman (Luxembourg) S.C.A. • CITCO REIF Services (Luxembourg) S.A. • EY • Forest Info OÜ • GFB Rio Assessoria Contabil Ltda • Golub, Lacapra, Wilson & De Tiberiis LLP • Grant Thornton Abax Investment Services S.A. • Internos Luxembourg • Knox House Trust Ltd • KPMG • Partners Group • Secured capital / Corwe Horvath • TMF Luxembourg S.A. • Trident Trust Company (Luxembourg) S.A. 42 Auditors (10) • • • • • • • • • • Artemis Audit & Advisory BDO Deloitte EY Grant Thornton HRT Révision KPMG Mazars PricewaterhouseCoopers RSM Audit Luxembourg Depositaries (28) • • • • • • • • • • • • • • • • • • • • • • • • • • • • ABN Amro Bank (Luxembourg) S.A. Alter Domus Depositary Services S.à r.l. Banque de Luxembourg S.A. Banque de Patrimoines Privés Banque et Caisse d’Epargne de l’Etat, Luxembourg Banque Internationale à Luxembourg Banque LBLux SA BGL BNP Paribas S.A. BNP Paribas Securities Services, succursale de Luxembourg Brown Brothers Harriman (Luxembourg) S.C.A. CACEIS Bank Luxembourg Citco Bank Nederland N.V., Luxembourg Branch Citibank International Plc (Luxembourg Branch) Credit Suisse (Luxembourg) S.A. DekaBank Deutsche Girozentrale Luxembourg S.A. DZ Privatbank S.A. Edmond de Rothschild (Europe) EFG Bank (Luxembourg) S.A. ING luxembourg S.A. KBL European Private Bankers S.A. M.M. Warburg & CO Luxembourg S.A. Pictet & Cie (Europe) SA RBC Investor Services Bank S.A. RBS Global Banking (Luxembourg) S.A. Skandinaviska Enskilda Banken S.A. Société Générale Bank & Trust UBS Luxembourg S.A. VP Bank (Luxembourg) S.A. Central administrations (including Transfer Agents) (47) • Adepa Asset Management S.A. • Alcyon S.A. • Alter Domus Alternative Asset Fund Administration S.à r.l. • Apex Fund Services (Malta) Limited, Luxembourg branch • Atlantic Fund Services S.A. • Bank of New York Mellon (Luxembourg) S.A. • Banque de Patrimoines Privés • Banque et Caisse d’Epargne de l’Etat, Luxembourg • Banque LBLux S.A. • BNP Paribas Securities Services, succursale de Luxembourg • Brown Brothers Harriman (Luxembourg) S.C.A. • CACEIS Bank Luxembourg • CF Fund Services S.A. • Citco Fund Services (Luxembourg) S.A. • CITCO REIF Services (Luxembourg) S.A. • Citibank International Plc (Luxembourg Branch) • Credit Suisse Fund Services (luxembourg) S.A. • Deka International S.A. • Edmond de Rothschild (Europe) • European Fund Administration S.A. • Experta Corporate and Trust Services S.A. • Fil Investment Management (Luxembourg) S.A. • Finexis S.A. • Fund Solutions SCA • Grant Thornton Abax Investment Services S.A. • Heitman International S.à r.l. • Hines Luxembourg S.à r.l. • Intertrust (Luxembourg) S.à.r.l • Invesco Real Estate Management S.à r.l. • Kredietrust Luxembourg S.A. • LRI Invest S.A. • Luxembourg Fund Services S.A. • Luxglobal Trust Services S.A. • M.M. Warburg & CO Luxembourg S.A. • Pandomus • ProLogis Management Services S.à r.l. • Quilvest Luxembourg Services S.A. • RBC Investor Services Bank S.A. • Schroder Investment Management (Luxembourg) S.A. • SEB Asset Management S.A. • SEB Fund Services S.A. • SGG S.A. • Trident Trust Company (Luxembourg) S.A. • Union Investment Luxembourg S.A. • United International Management S.A. • Universal-Investment-Luxembourg S.A. • VPB Finance S.A. Domiciliation and Corporate (31) • Adepa Asset Management S.A. • Alcyon S.A. • Alter Domus Alternative Asset Fund Administration S.à r.l. • Apex Fund Services (Malta) Limited, Luxembourg branch • Atlantic Fund Services S.A. • AVANA Investment Management Company S.à r.l. • Banque de Luxembourg S.A. • Banque de Patrimoines Privés • Banque LBLux S.A. • Brown Brothers Harriman (Luxembourg) S.C.A. • CACEIS Bank Luxembourg • CF Fund Services S.A. • CITCO REIF Services (Luxembourg) S.A. • Citibank International Plc (Luxembourg Branch) • Edmond de Rothschild (Europe) • European Fund Administration S.A. • Experta Corporate and Trust Services S.A. • Finexis S.A. • Fund Solutions SCA • Grant Thornton Abax Investment Services S.A. • Intertrust (Luxembourg) S.à r.l. • Invesco Real Estate Management Sàrl • Kredietrust Luxembourg S.A. • LRI Invest S.A. • Luxembourg Fund Services S.A. • Partners Group (Lux) S.à r.l. • RBC Investor Services Bank S.A. • SGG S.A. • Structured Invest S.A. • Trident Trust Company (Luxembourg) S.A. • United International Management S.A. 43 Legal Advisors (25) • • • • • • • • • • • • • • • • • • • • • • • • • 44 Allen & Overy AMMC Law Anold & Porter (UK) LLP Arendt & Medernach Ashurst LLP Baker & McKenzie Bonn & Schmitt Avocats Bonn Steichen & Partners Chevalier & Sciales Clifford Chance CMS DeBacker Luxembourg Dechert Luxembourg Duvieusart Ebel, avocats associés Elvinger Hoss & Prussen Etude DELAGARDELLE Law Lexfield Linklaters LLP Loyens & Loeff MNKS OGIER (Luxembourg) OPF Partners Peuvrel & Cayphas SCRM Speechly Bircham Luxembourg Wildgen, Partners in law Tax Advisors (19) • • • • • • • • • • • • • • • • • • • Allen & Overy Arendt & Medernach Artemis Audit & Advisory ATOZ BDO Bonn & Schmitt Avocats Capita Fiduciary Clifford Chance D.M.S et Associés Deloitte Elvinger Hoss & Prussen EY Grant Thornton KPMG Linklaters LLP Loyens & Loeff OPF Partners PricewaterhouseCoopers RSM glossary 2010 Law The law of December 17, 2010 on Undertakings for Collective Investment as may be amended from time to time (“UCIs”) 2007 Law The law of February 13, 2007 on Specialized Invesment Funds as amended (“SIFs”) AIFMD Alternative Investment Fund Managers Directive, Directive 2011/61/EU of the EP and of the Council of 8 June 2011 CSSF Commission de Surveillance du Secteur Financier (Luxembourg supervisory authority for the financial sector) Direct Fund Fund investing in property assets or structures holding property assets EFTA European Free Trade Association EU 28 Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, United Kingdom EU Accession Iceland, Montenegro, Former Yugoslav Republic of Macedonia, Serbia, Macedonia, Turkey EFTA (non EU) Norway, Lichtenstein, Switzerland, Iceland Emerging Europe Albania, Belarus, Bosnia & Herzegovina, Moldova, Russia, Turkey FCP Fonds Commun de Placement: Common fund, entity without legal personality based on contractual agreement FoREIF Fund of Real Estate Investment Fund GAAP Generally Accepted Accounting Principles GAV Gross Asset Value HNW High Net Worth HNWI High Net Worth Individual Indirect Fund Fund investing in real estate securities or other Real Estate Funds IFRS International Financial Reporting Standards Initiator Initiator origin region : Europe, Asia/Pacific/ME, Americas Initiator origin country : The country of the ultimate parent should be used INREV European Association for Investors in Non-listed Real Estate Vehicles Investment style Core : Stable income returns, stabilised properties located in strong and low risk markets; geared at less than 50% Value Added : combination of Income and capital return; stabilised properties located in low to medium risk markets, as well as an element in development or opportunistic investments; geared from 40% to 70% 45 Opportunistic : primarily through capital return; higher risk properties (e.g development projects, property repositioning, assets in higher risk countries or distressed assets); geared is in excess of 60% ISVC International Standards Valuation Committee Liquidity Closed-ended : Fund may not, at the request of investors, repurchase directly or indirectly their units or shares Open-ended : Fund may, at the request of investors, repurchase directly or indirectly their units or shares Open-ended with restriction : in addition subject to further conditions such as maximum number of units to be redeemed in a period; extended notice period; early redemption penalties etc. Semi-open ended : series of distinct equity offerings after the initial launch, but not on a continuous basis; ability of investors to redeem capital at certain times during the fund life; infinite life. 46 MTF Luxembourg Stock Exchange NAV Net Asset Value REIF Real Estate Investment Fund RICS The Royal Institution of Chartered Surveyors SA Sociéte anonyme (public limited company) SCA Société en commandite par actions (partnership limited by shares) SCS Société en commandite simple (limited partnership) SICAF Société d’investissement à capital fixe (investment company with fixed capital) SICAR Société d’Investissement en Capital à Risque (investment company in risk capital) SICAV Société d’investissement à capital variable (investment company with variable capital) SIF Fonds d’investissement spécialisé (specialized investment fund) SOPARFI Société de participations financières (financial holding company) SPV Special Purpose Vehicle TEGOVA The European Group of Valuers’ Associations UCI Undertaking for Collective Investment acknowledgements The ALFI Real Estate Funds Sub-Committee would like to thank the following people for their efforts in compiling the data and commentary for the ALFI REIF Survey 2014. Members of the REIF Publications Working Group: Catherine Gauthier Brown Brothers Harriman (Luxembourg) S.C.A. Francesco Piantoni Aviva Investors Luxembourg S.A. Johan Terblanche Dechert LLP (WG Co-Chair) Keith Burman ManagementPlus (Sub-Committee Chair) Michael Hornsby EY (Sub-Committee Chair) Robert Hessing Intertrust (WG Co-Chair) Valerie TolletDeloitte and David Zackenfels Jean-Jacques Picard Régine Rugani Association of the Luxembourg Fund Industry - ALFI Association of the Luxembourg Fund Industry - ALFI Association of the Luxembourg Fund Industry - ALFI The ALFI Real Estate Funds Sub-Committee repeats this Survey on an annual basis in the most comprehensive form possible. ALFI encourages any relevant fund initiators or depositaries who were not included in the 2014 ALFI Survey to contact ALFI before May 2015 to ensure inclusion. Editor: ALFI a.s.b.l. Photo credits: © ALFI - Régine Rugani 47 November 2014 alfi - association of the luxemborg fund industry B.P. 206 L-2012 Luxembourg Tel: +352 22 3026-1 Fax: +352 22 30 93 guidelines [email protected] www.alfi.lu
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