Fuente: Lombardi Aguilar Group
Panama City, Panama, Jul. 7, 2010
Attorneys Lombardi Aguilar Group advised a group of European investors filing a notice of compliance with private investment fund provisions before the National Securities Commission (CONAVAL) of Panama. CONAVAL is the local securities regulator.
A private investmend fund is a type of financial investment company which generally exempt from most securities regulations and laws and are included under the label of "hedge funds". As a form of transparency for investors, Panama's Law Decree 1 of 1998 allows private investment funds to file their prospectus, background information about their managers and other corporate documents before the local CONAVAL regulator, as long as the company charter provides that: (1) the number of owners of quotas or investors is limited to a maximum of fifty (50) and any offers may be made only through private communications; (2) securities can only be offered to qualified purchases and with minimum investment amounts of USD100,000. The filing does not amount to a registration with the Commission and these funds are not subject to the supervision or scrutiny by the Commission.
The fund is an open-ended private investment fund based in and managed from the Republic of Panama. The main purpose of the Fund is to invest in privately-issued shares of international asset management companies and other similar companies (distributors and/or managers of funds, securities brokers, etc.) outside of Panama. According to corporate documents, the company has a capital is of 30 million euros. Its board of directors has Swiss members and two partners of Lombardi Aguilar Group serve as external directors.
Following the local Panama securities laws, the Fund is professionally-managed by another company incorporated in the Republic of Panama which has in place proper risk management, monitoring and internal control procedures. Such risk management process enables the management company to monitor and measure, at any time, the exposure of the investment positions and their contribution to the overall risk profile of the fund portfolio. The Panamanian regulators will require the Management Company to certify in each annual report of the Fund that the procedures and controls for monitoring the management and risk of the Fund are still in place as defined in the Prospectus filed with the Commission.
Current regulations allow the fund to:
a. maintain liquidity in different currencies;
b. issue fully-covered currency options;
c. place deposits with a bank licensed in a foreign jurisdiction;
d. invest in money market instruments or debt securities such as government or international bonds, U.S. Treasury bills, bank certificates of deposit, banker acceptances, floating rate notes, commercial papers, asset-backed securities and repurchase agreements;
e. enter into deliverable or non-deliverable currency forward contracts;
f. invest in privately-issued shares of international asset management companies and other similar companies (distributors and/or managers of funds, securities brokers, etc.).
Dr. Jorge Lombardi, a partner at Lombardi Aguilar Group commented that "we were recommended by colleagues in Switzerland to create and manage this fund, because of previous succesful experience". The legal expertise of the firm and its ability to provide counsel in several languages of the investors was crucial to its selection for this assignment. "My full knowledge of the Italian language was very useful as well as a tool to have a better and fluent communication with the clients", said Lombardi. "The beneficiaries of the fund are in Europe and our correspondents are in Lugano, Switzerland, and after a series of conversations they were convinced that Panama was the place to create it, and that our firm provided the security, confidentiality and confidence they needed". Lombardi is a graduate of Universidad Santa Maria la Antigua (LLB) and University of Paris (3eme cycle, DED).
About Lombardi Aguilar Group
Lombardi Aguilar Group is comprised of Lombardi Aguilar & Garcia and other professionals. The Group was created as an alternative for clients worldwide who seek fast, innovative and effective solutions to their legal problems. The firm currently provides services to individual and corporate clients in Panama as well in the Americas, Europe and Asia. Its partners maintain a commitment with professional ethics and social responsibility by participating in the board of directors of groups such as the Panama Bar Association, the Alliance Francaise, the German and the American Chambers of Commerce (AMCHAM) of Panama, and the Association of Chinese-Panamanian Professionals (APROCHIPA).
The firm centers its law practice in private client services and asset protection (Private Interest Foundations, Trusts), business structures (Offshore Corporations), tax planning, real estate and e-commerce. It also advices in areas of Law such as Corporate, Commercial, Intellectual Property, Maritime, Tax, and Immigration Law as well as related litigation that may arise.
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