Illustrative Examples

These examples accompany, but are not part of, the IFRS.

Example 1

IE1

An entity, Limited Partnership, is formed in 20X1 as a limited partnership with a 10-year life. The offering memorandum states that Limited Partnership’s purpose is to invest in entities with rapid growth potential, with the objective of realising capital appreciation over their life. Entity GP (the general partner of Limited Partnership) provides 1 per cent of the capital to Limited Partnership and has the responsibility of identifying suitable investments for the partnership. Approximately 75 limited partners, who are unrelated to Entity GP, provide 99 per cent of the capital to the partnership.

IE2

Limited Partnership begins its investment activities in 20X1. However, no suitable investments are identified by the end of 20X1. In 20X2 Limited Partnership acquires a controlling interest in one entity, ABC Corporation. Limited Partnership is unable to close another investment transaction until 20X3, at which time it acquires equity interests in five additional operating companies. Other than acquiring these equity interests, Limited Partnership conducts no other activities. Limited Partnership measures and evaluates its investments on a fair value basis and this information is provided to Entity GP and the external investors.

IE3

Limited Partnership has plans to dispose of its interests in each of its investees during the 10‑year stated life of the partnership. Such disposals include the outright sale for cash, the distribution of marketable equity securities to investors following the successful public offering of the investees’ securities and the disposal of investments to the public or other unrelated entities.

Conclusion

IE4

From the information provided, Limited Partnership meets the definition of an investment entity from formation in 20X1 to 31 December 20X3 because the following conditions exist:

(a)

Limited Partnership has obtained funds from the limited partners and is providing those limited partners with investment management services; [Refer:paragraph 27(a)]

(b)

Limited Partnership’s only activity is acquiring equity interests in operating companies with the purpose of realising capital appreciation over the life of the investments. Limited Partnership has identified and documented exit strategies for its investments, all of which are equity investments [Refer:paragraphs 27(b) and B85B⁠–⁠B85J]; and

(c)

Limited Partnership measures and evaluates its investments on a fair value basis and reports this financial information to its investors. [Refer:paragraphs 27(c) and B85K⁠–⁠B85M]

IE5

In addition, Limited Partnership displays the following typical characteristics of an investment entity:

(a)

Limited Partnership is funded by many investors; [Refer:paragraphs 28(b) and B85Q⁠–⁠B85S]

(b)

its limited partners are unrelated to Limited Partnership [Refer:paragraphs 28(c) and B85T⁠–⁠B85U]; and

(c)

ownership in Limited Partnership is represented by units of partnership interests acquired through a capital contribution. [Refer:paragraphs 28(d) and B85V⁠–⁠B85W]

IE6

Limited Partnership does not hold more than one investment throughout the period. However, this is because it was still in its start‑up period and had not identified suitable investment opportunities. [Refer:paragraphs 28(a) and B85O⁠–⁠B85P]

Example 2

IE7

High Technology Fund was formed by Technology Corporation to invest in technology start-up companies for capital appreciation. Technology Corporation holds a 70 per cent interest in High Technology Fund and controls High Technology Fund; the other 30 per cent ownership interest in High Technology Fund is owned by 10 unrelated investors. Technology Corporation holds options to acquire investments held by High Technology Fund, at their fair value, which would be exercised if the technology developed by the investees would benefit the operations of Technology Corporation. No plans for exiting the investments have been identified by High Technology Fund. High Technology Fund is managed by an investment adviser that acts as agent for the investors in High Technology Fund.

Conclusion

IE8

Even though High Technology Fund’s business purpose is investing for capital appreciation and it provides investment management services to its investors [Refer:paragraph 27(b)], High Technology Fund is not an investment entity because of the following arrangements and circumstances:

(a)

Technology Corporation, the parent of High Technology Fund, holds options to acquire investments in investees held by High Technology Fund if the assets developed by the investees would benefit the operations of Technology Corporation. This provides a benefit in addition to capital appreciation or investment income; and [Refer:paragraphs 27(b) and B85I]

(b)

the investment plans of High Technology Fund do not include exit strategies for its investments, which are equity investments. The options held by Technology Corporation are not controlled by High Technology Fund and do not constitute an exit strategy. [Refer:paragraphs B85F⁠–⁠B85H]

Example 3

IE9

Real Estate Entity was formed to develop, own and operate retail, office and other commercial properties. Real Estate Entity typically holds its property in separate wholly‑owned subsidiaries, which have no other substantial assets or liabilities other than borrowings used to finance the related investment property. Real Estate Entity and each of its subsidiaries report their investment properties at fair value in accordance with IAS 40 Investment Property. Real Estate Entity does not have a set time frame for disposing of its property investments, but uses fair value to help identify the optimal time for disposal. Although fair value is one performance indicator, Real Estate Entity and its investors use other measures, including information about expected cash flows, rental revenues and expenses, to assess performance and to make investment decisions. The key management personnel of Real Estate Entity do not consider fair value information to be the primary measurement attribute to evaluate the performance of its investments but rather a part of a group of equally relevant key performance indicators.

IE10

Real Estate Entity undertakes extensive property and asset management activities, including property maintenance, capital expenditure, redevelopment, marketing and tenant selection, some of which it outsources to third parties. This includes the selection of properties for refurbishment, development and the negotiation with suppliers for the design and construction work to be done to develop such properties. This development activity forms a separate substantial part of Real Estate Entity’s business activities.

Conclusion

IE11

Real Estate Entity does not meet the definition of an investment entity because:

(a)

Real Estate Entity has a separate substantial business activity that involves the active management of its property portfolio, including lease negotiations, refurbishments and development activities, and marketing of properties to provide benefits other than capital appreciation, investment income, or both; [Refer:paragraphs 27(b) and B85B]

(b)

the investment plans of Real Estate Entity do not include specified exit strategies for its investments. As a result, Real Estate Entity plans to hold those property investments indefinitely [Refer:paragraphs B85F⁠–⁠B85H]; and

(c)

although Real Estate Entity reports its investment properties at fair value in accordance with IAS 40, fair value is not the primary measurement attribute used by management to evaluate the performance of its investments. Other performance indicators are used to evaluate performance and make investment decisions. [Refer:paragraphs 27(c) and B85K]

Example 4

IE12

An entity, Master Fund, is formed in 20X1 with a 10-year life. The equity of Master Fund is held by two related feeder funds. The feeder funds are established in connection with each other to meet legal, regulatory, tax or similar requirements. The feeder funds are capitalised with a 1 per cent investment from the general partner and 99 per cent from equity investors that are unrelated to the general partner (with no party holding a controlling financial interest).

IE13

The purpose of Master Fund is to hold a portfolio of investments in order to generate capital appreciation and investment income (such as dividends, interest or rental income). The investment objective communicated to investors is that the sole purpose of the Master-Feeder structure is to provide investment opportunities for investors in separate market niches to invest in a large pool of assets. Master Fund has identified and documented exit strategies for the equity and non-financial investments that it holds. Master Fund holds a portfolio of short‑ and medium‑term debt investments, some of which will be held until maturity and some of which will be traded but Master Fund has not specifically identified which investments will be held and which will be traded. Master Fund measures and evaluates substantially all of its investments, including its debt investments, on a fair value basis. In addition, investors receive periodic financial information, on a fair value basis, from the feeder funds. Ownership in both Master Fund and the feeder funds is represented through units of equity.

Conclusion

IE14

Master Fund and the feeder funds each meet the definition of an investment entity. The following conditions exist:

(a)

both Master Fund and the feeder funds have obtained funds for the purpose of providing investors with investment management services; [Refer:paragraph 27(a)]

(b)

the Master-Feeder structure’s business purpose, which was communicated directly to investors of the feeder funds, is investing solely for capital appreciation and investment income and Master Fund has identified and documented potential exit strategies for its equity and non-financial investments. [Refer:paragraphs 27(b) and B85F⁠–⁠B85H]

(c)

although the feeder funds do not have an exit strategy for their interests in Master Fund, the feeder funds can nevertheless be considered to have an exit strategy for their investments because Master Fund was formed in connection with the feeder funds and holds investments on behalf of the feeder funds [Refer:paragraphs B85F⁠–⁠B85H]; and

(d)

the investments held by Master Fund are measured and evaluated on a fair value basis and information about the investments made by Master Fund is provided to investors on a fair value basis through the feeder funds. [Refer:paragraphs 27(c) and B85K⁠–⁠B85M]

IE15

Master Fund and the feeder funds were formed in connection with each other for legal, regulatory, tax or similar requirements. When considered together, they display the following typical characteristics of an investment entity:

(a)

the feeder funds indirectly hold more than one investment because Master Fund holds a portfolio of investments; [Refer:paragraphs 28(a) and B85O]

(b)

although Master Fund is wholly capitalised by the feeder funds, the feeder funds are funded by many investors who are unrelated to the feeder funds (and to the general partner) [Refer:paragraphs 28(b), 28(c)B85R and B85T]; and

(c)

ownership in the feeder funds is represented by units of equity interests acquired through a capital contribution. [Refer:paragraphs 28(d) and B85V]