AB Capital | Capital, llc.

Close-end fund

A close-end fund may be employed for the following purposes:

    • Optimization of the ownership structure and consolidation of assets
    • Establishment of family capital funds
    • Application of a special tax regime
    • Conducting business operations in the context of sanctions
    • Capital raising
    • Rental business management

The main advantages of the close-end fund:

Merging of ownership and management of disparate asset classes

The CEF can be regarded as a current analogue of a holding company, and it is a convenient method of combining assets of a disparate nature.

The utilization of CEF is strongly advised in the following cases:

  • where one enterprise consistently generates profits, while another requires investments or loss coverage. The combination of disparate assets enables the balancing of profits and losses from diverse activities, thereby significantly augmenting the return on existing assets.
  • in the context of business partnerships, where assets or projects are owned collectively for optimal management and profit sharing.
  • to mitigate risks and ensure legal protection: the property of CEF cannot be foreclosed on the obligations of the participant, CEF provides protection against unfriendly takeovers.

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No corporate tax fee

The absence of a corporate tax and the implementation of a special tax regime are pivotal factors in CEF model.  The income of CEF is exempt from corporate tax, thereby enabling businesses to focus on capitalization and reinvestment of profits, with the potential to enhance efficiency to a considerable extent.

  • The CEF offers a number of advantages that make asset ownership more profitable, convenient and allow more efficient property management and reinvestment of 100% of the profit from the sale of assets.
  • Moreover, transfer of property, property rights, shares in the authorized capital, claim rights, etc. into a mutual fund is regarded in according with Russian tax law as an investment, without this operation being recognized as a realization, which in most cases does not create tax consequences for asset owners.
  • Furthermore, the income accrued by the fund (from the sale of property or its rental, dividends, interest and other revenue) is exempt from taxation.

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Anonymity of owner information

The participants of CEF are not subject to registration public registers (Public Corporate Register, Public real estate Register). Instead, the Registrar maintains a register of participants.

  • In contrast to companies, the participants of CEF are not subject to the same level of transparency. This is evidenced by the fact that information regarding participants of CEF is not disclosed in public registers.
  • Furthermore, the CEF for qualified investors does not disclose information regarding participant or the fund's financial statements.
  • The CEF for qualified investors represents a specific category of fund that has demonstrated an augmentation in investment, operational and management capacities.
  • This particular type of CEF enables the limitation of information regarding the fund and its participants to the greatest extent possible, whilst simultaneously facilitating the enlargement of investment declarations, the raising and issuance of loans, and the acquisition of assets of diverse types.

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Prohibition of foreclosure

The fund's property is subject to a prohibition on foreclosure. The CEF offers a number of advantages, including asset protection, special legal capacity and securitization.

The following features have been implemented to ensure the security of assets when included in CEF:

  • The fund is unable to become insolvent.
  • Foreclosure on the fund's assets for the debts of its participants and manager is prohibited.
  • The participants of CEF are not subject to registration public registers (Public Corporate Register, Public real estate Register). Instead, the Registrar maintains a register of participants.
  • The legal separation of the investor and management is also a key feature.
    The presence of an investment declaration in CEF, in addition to the separation of the Fund's property from that of investors and their associated risks, renders CEF a convenient tool for securitizing assets. That is to say, the CEF facilitates the separation of assets for the issuance of securities (increased liquidity), as well as targeted investments and the refinancing of committed investments.

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AB Capital | Capital, llc.

Control mechanisms

Control of activities

  • The management company is subject to the oversight of the Bank of Russia
  • The management company is subject to the oversight of the Bank of Russia
  • All transactions involving the fund's assets and the calculation of CEF security value are subject to approval by an independent controlling organization, a specialized depository which is also subject to the oversight of the Bank of Russia

General Meeting of Participants of fund

  • The General Meeting of Participants of fund votes on key issues of the fund, including change of the management company, termination of the fund, change of the rules of management.

Investment Committee

  • The Investment Committee is permitted to operate only within CEF for qualified investors, on the condition that the rules of management allow for such an opportunity. The Investment Committee is responsible for approving all transactions of the fund. In essence, the Investment Committee functions as an equivalent of the board of directors. Depending on the objectives of the structure and the wishes of the participant, he/she or appointed persons may participate in the Investment Committee.
AB Capital | Capital, llc.

Fund's assets

The assets of CEF may include any assets, with the exception of cash.

Concurrently, the judicious utilization of a fund is advocated for the holding of assets that possess the attribute of generating stable cash flow (e.g. dividends, interest, rent) or that harbour the capacity for value augmentation.

Real estate

Securities

Non-cash money

Shares in authorized capital of companies

Precious metals

Claim rights

Software and hardware complexes, including data centers

IP

AB Capital | Capital, llc.

Establishing of the fund

Road map for the formation of the Close-end fund

Duration (business days)

The preparatory stage

1. Approval of the Rules of management by participant of CEF

3 days

2. Assessment of assets which will be transferred to pay for investment securities of CEF

3-30 days

Stage 1 – registration of the Rules of Management by Bank of Russia

1. Approval of the Rules of the fund by a Specialized Depository

15 days

Entry the rules of the fund into the register of Bank of Russia

1 day

Stage 2 - establishment of the fund

1. Opening of current account of Close-end fund (transit and Trust management account)

3 days

2. Provision by the participant of CEF of a package of documents as stipulated in the Management Company's list, in order to successfully complete the identification procedure, qualify, and initiate the account registration process.

1 day

3. Submission by the participant of CEF to the Management Company of a report on the valuation of assets transferred to pay for investment securities

1 day

4. Submitting by the participant of CEF to the Management Company an application for the purchase of securities, documents for opening an account in the register of participants

1 day

5. Transfer of funds for payment of securities to the transit account of the Management company

1 day

6. Inclusion of property (cash + other assets) in the assets of the fund, the issuance of securities

2 days

7. Signing of the report on the completion of the establishment of the close-end fund

1 day

The total number of days (excluding the time it will take the participants of CEF to prepare and submit documents to the Management company)

2-6 weeks