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Global Trustee and Fiduciary Services News and Views | Issue 47 | 2017 63
companies will thus be permitted to operate
as both feeder and master funds.
No share certificates may be issued; the
shares will be dematerialised, either in the
shareholders register kept by the manager or
the internally managed investment company,
or by a central securities depository (CSD).
The share capital of an investment company is
tantamount to the net value of the company’s
assets. The purchase price of a new share
in the company should be an amount
corresponding to the net asset value divided
by the number of shares immediately prior to
the issuance of the new share. On redemption,
the shareholder receives an amount for each
share corresponding to the net asset value
divided by the number of shares immediately
prior to the redemption.
An internally managed investment company
must have a minimum capital of EUR300,000 in
the form of subordinated loans. The minimum
capital must be invested in liquid fixed income
instruments (for instance, sovereign debt)
or deposited with a credit institution. In an
internally managed investment company, the
owners have to be approved along the same
lines as for an external manager. However, in
calculating whether an owner has an interest
that requires approval, only the votes — not the
capital — will be taken into account.
The 2014 Committee explicitly intends the
proposed rules on investment companies to be
a test case, to be evaluated as to their practical
impact. The 2014 Committee chose not to
introduce investment companies for the purposes
of alternative investments, but it did not rule that
option out on principle. Instead, it suggests that
any such extension of the scope of investment
funds should be appraised in light of the practical
experiences garnered from investment companies
characterised as UCITS funds.
The reaction — public consultation responses
The proposals have been subjected to public
consultations. The responses have been mixed. For
instance, the Swedish Bar Association (Sveriges
Advokatsamfund) welcomed the proposals in
principle, but argued for the speedy extension of
the investment company model also to alternative
investment funds, in part to address the conflicts
that arise between the regulation of the managers
of alternative investment funds and corporation
law. The association also raised some concerns
about the differences between contractual funds