IN THIS ISSUE: LIABILITY VS EQUITY CLASSIFICATION FOR FINANCIAL INSTRUMENTS ISSUED BY INVESTMENT FUNDS doc

IFRS FOR INVESTMENT FUNDS
February 2012, Issue 3
Welcome to the
series
Our series of IFRS for
Investment Funds publications
addresses practical application
issues that investment funds
may encounter when applying
IFRS. It discusses the key
requirements and includes
guidance and illustrative
examples. The upcoming
issues will cover such topics
as fair value measurement,
consolidation and IFRS 9
Financial Instruments.
This series considers
accounting issues arising
from currently effective
IFRS as well as forthcoming
requirements. Further
discussion and analysis
about IFRS is included in our
publication Insights into IFRS.
In this issue: Liability vs equity
classification for financial instruments
issued by investment funds
Investment funds frequently issue shares or units with unique, entity-specific
characteristics. As a result, a significant effort may be required in applying the IFRS
guidance to the contractual terms of these instruments to determine whether they

should be classified as a liability or equity.
This publication focuses on the classification of puttable instruments and
instruments that impose on the entity an obligation to deliver a pro rata share of the
entity’s net assets only on liquidation (‘obligations arising on liquidation’). These are
the most common types of financial instruments issued by investmentfunds.
This issue covers the following issues arising from the application of IAS 32
Financial Instruments: Presentation.
1. Liability or equity? Where do you start the analysis?
2. When are puttable instruments and obligations arising on liquidation classified
as equity?
3. How do you classify a component of an instrument that imposes an obligation
only on liquidation?
4. How do you classify redeemable shares issued by umbrella structures?
5. When should a financial instrument be reclassified between liability and equity?
The scope of this publication is limited to non-derivative financial instruments issued
by investment funds.
2 | IFRS for Investment Funds
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1. Liability or equity? Where do you start the
analysis?
Shares or units issued by a fund are classified as a financial liability or equity on initial recognition. The table below outlines the
principal considerations for funds in determining whether an instrument meets the definition of equity or liability under the
general definitions in IAS 32.
Financial liability Equity
Key features Contains a contractual obligation to transfer cash or other financial assets.
The contractual obligation may arise from a requirement to repay
principal or to pay interest or dividends.
In our view, such a contractual obligation could be established explicitly
or indirectly, but it should be established through the terms and
conditions of the instrument.

In general, any contract that
evidences a residual interest
in the assets of an entity after
deducting all of its liabilities.
The issuer has no contractual
obligation to deliver cash or
another financial asset.
If settled in
own equity
instruments
Settlement in a variable number of the entity’s own equity instruments. Settlement in a fixed number
of the entity’s own equity
instruments.
Features that
generally point
to liability
or equity
classification
of an
instrument or
a component
of an
instrument
• Instruments with the following features may still be classified as
equity if certain conditions are met (see Question 2):
– redemption is at the option of the instrument holder
– limited life of a fund
– fund liquidation is at the option of the instrument holder.
• Redemption is triggered by an uncertain future event that is beyond
the control of both the holder and the issuer of the instrument.

• Non-discretionary dividends.
• Non-redeemable shares or
units.
• No specific liquidation date.
• Discretionary dividends.
Example 1 – Non-discretionary dividends
Fund B issues units that are not puttable and that give the unit holders a right to fixed non-discretionary dividends each
period and a pro rata share of the fund’s net assets on its liquidation. B does not have a limited life and its liquidation is not at
the option of the unit holders. The units do not have any other features that would preclude equity classification.
How does B classify the units?
The unit issued by B is a compound instrument.
The obligation to pay fixed non-discretionary dividends represents a contractual obligation that is classified as a financial
liability in line with the general definitions in IAS 32.
The obligation to deliver a pro rata share of B’s net assets only on its liquidation is classified as equity because the liquidation
is neither certain to happen nor beyond the control of B.
However, if there were no mandatory dividend requirement and dividends were entirely at the discretion of B, then the units
would be classified wholly as equity providing all other criteria were met.
IFRS for Investment Funds | 3
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An entity assesses the substance of a contractual arrangement, rather than its legal form, when determining whether an instrument
meets the definition of a financial liability or equity. As a result, it is possible that instruments that qualify as equity for legal or
regulatory purposes may be classified as liabilities for the purpose of financial reporting. In our view, in assessing the substance of
a contractual arrangement, factors not contained within the contractual arrangement should be excluded from theassessment.
Economic compulsion should not be used as the basis for classification.
Instruments that are often impacted and so may fail the definition of equity under IFRS include preference shares and classes of
shares that have special terms and conditions.
If it is determined at initial recognition that an instrument, or in certain circumstances a component, meets the definition of a
financial liability, then an investment fund applies the flowchart below to determine whether the instrument, or a portion of it,
should be presented as equity by exception. Presentation as equity by exception is required if:
• the instrument meets the definition of a puttable instrument (see Question 2); or

• the instrument, or a component, meets the definition of an instrument that imposes on the fund an obligation to deliver a
prorata share of the net assets of the fund only on liquidation (see Question 2).
Ye s
Is definition
(ii) met
part the
instrument?
for
of
The whole instrument is classified as
equity by exception
The whole instrument is classified as
a liability
That part is classified as equity by
exception and the balance is classified
as a liability
No
Ye s
No
Ye s
Step 1
Is the financial
instrument a
in
accordance with
the general
definitions in IAS 32?
liability
equityor
Step 2

If the financial instrument is not equity in its entirety, then is it:
(i) a puttable instrument; or
(ii) an instrument or component that imposes an obligation to deliver a pro rata share of net
only on liquidation?
assets
The instrument is
equity in its entirety
The instrument is a
liability in its entirety
The instrument
is a compound
instrument
No further analysis under Step 2
is required
Is the
definition
of (i) or (ii) met
for the whole
instrument?
Is the
definition
of (i) (ii) met
for the whole
compound
instrument?
or
Is definition
(ii) met the
entire liability
component?

for
Is definition
(ii) met for part
of liability
component?
the
The of the instrument
definition of equity in
accordance with the general
requirements of IAS 32 is classified as
equity. The remaining part is classified
as a liability
component
meeting the
The component of the instrument
meeting the definition of equity in
accordance with the general
requirements of IAS 32 and the part of
the liability component meeting the
definition of (ii) are classified as equity.
The remaining part is classified as
a liability
No
No
Ye s
No
Ye s
The whole instrument is classified as
equity by exception
4 | IFRS for Investment Funds

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2. When are puttable instruments and obligations
arising on liquidation classified as equity?
Puttable instruments and obligations arising on liquidation are defined as follows.
Financial instruments that give the holder
the right to put the instruments back to the
issuer for cash or another financial asset, or
that are automatically put back to the issuer
on the occurrence of an uncertain future
event.
Financial instruments that contain a
contractual obligation for the entity to
deliver to the holder a prorata share of its
net assets only onliquidation.
In this case, the obligation arises because
liquidation either is certain to happen and
is outside the control of the entity (e.g. a
limited-life entity) or is uncertain but is at
the option of the instrument holder (e.g.
some partnership interests).
Puttable
instruments
Obligations
arising on
liquidation
Such instruments are classified as equity by exception under IAS 32 if they meet certain conditions that are summarised in
the table below. The contractual terms and surrounding circumstances should be reviewed for each instrument to determine
the appropriate classification. The criteria for meeting the exception are restrictive and a fund will have to meet all of them to
classify the issued instruments as equity.
Conditions required for equity classification

Required
for puttable
instruments?
Required for
obligations
arising on
liquidation?
Examples
(on next few
pages)
1 The financial instrument entitles the holder to a pro rata share of
the entity’s net assets in the event of the entity’s liquidation. Ye s Ye s 2
2 The financial instrument belongs to the most subordinate class of
instruments. Ye s Ye s 3
3a All financial instruments in this most subordinate class have
identical features. Ye s See 3b 4
3b All financial instruments in this most subordinate class have an
identical contractual obligation to deliver a pro rata share of the
entity’s net assets on liquidation. See 3a Ye s -
4
Apart from an obligation for the issuer to repurchase or redeem, the
instrument:
• does not include any other contractual obligation to deliver cash
or another financial asset or to exchange financial assets or
financial liabilities under potentially unfavourable conditions; and
• is not a contract under which an entity is or may be obliged to
deliver a variable number of the entity’s own equity instruments. Ye s No 5
IFRS for Investment Funds | 5
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Conditions required for equity classification

Required
for puttable
instruments?
Required for
obligations
arising on
liquidation?
Examples
(on next few
pages)
5
Total expected cash flows attributable to the instrument over its life
are based substantially on:
• profit or loss;
• change in recognised net assets; or
• change in fair value of recognised and unrecognised net assets of
the entity. Ye s No 6
6
The issuer has no other financial instrument or contract that has:
• total cash flows based substantially on profit or loss, change in
recognised net assets, or change in fair value of recognised and
unrecognised net assets of the issuer; and
• the effect of substantially restricting or fixing the residual return
to instrument holders. Ye s Ye s 7
The reason for the differences between the conditions for a puttable instrument and an instrument that imposes on the entity
an obligation only on liquidation is the timing of settlement of the obligations. A puttable instrument can be exercised before
liquidation; therefore, all contractual obligations that exist throughout its entire life are considered to ensure that it always
represents the most residual interest. For an obligation that is settled only on liquidation, the focus is on obligations that exist
atliquidation.
Example 2 – Pro rata share of net assets on liquidation

Shares issued by limited-life Fund C and Fund D have the following features with respect to payments on liquidation.
Fund C Fund D
Fees payable on liquidation Fixed fee per unit Fixed fee per unit holder
Calculation basis for a pro rata share of net assets Pro rata share of total net assets
Pro rata share of specific portion
or component of net assets
How do the above features affect the classification of the units?
IAS 32 states that a pro rata share of the fund’s net assets on liquidation is determined by:
• dividing the entity’s net assets on liquidation into units of equal amount; and
• multiplying that amount by the number of units held by the financial instrument holder.
In our view, this means that each instrument holder has an entitlement to an identical monetary amount per unit on
liquidation.
Each feature of D’s units illustrated above results in unit holders not receiving an identical monetary amount per unit on
liquidation and so precludes equity classification.
C classifies its units as equity providing that the remaining requirements are met.
6 | IFRS for Investment Funds
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Example 3 – Management shares:The most subordinate class
The holders of the redeemable shares of Fund E are entitled to a pro rata share of E’s net assets in the event of its liquidation.
E has also issued a small amount of a different class of shares (‘management shares’) to the fund manager; these shares are
non-redeemable, have no entitlement to dividends and are the most subordinate class of instruments in liquidation.
Can redeemable shares be regarded as the most subordinated class?
IAS 32 does not preclude the existence of several types or classes of equity.
A financial instrument is first classified as a liability or equity instrument in accordance with the general requirements of
IAS32. That classification is not affected by the existence of puttable instruments or instruments that impose an obligation
only on liquidation.
As a second step, a fund considers whether a financial liability also meets the exception for puttable instruments or
instruments that impose an obligation only on liquidation and so should be classified as equity.
In this example, the redeemable shares meet the definition of a liability in IAS 32. Also, in our view they fail the exception
for puttable instruments because even a small amount of management shares that are subordinate to redeemable shares

means that such redeemable shares are not subordinated to all other classes of instruments.
The existence of a puttable feature in the redeemable shares does not in itself mean that the instrument is less subordinate
than management shares. The level of an instrument’s subordination is determined by its priority in liquidation. In some
instances, redeemable shares could be the most subordinated class – e.g. when management shares have priority in
liquidation and there are no other more subordinate instruments issued.
In respect of puttable instruments, all financial instruments in the class of instruments that is subordinate to all other classes
of instruments need to have identical features to qualify for equity classification. In our view, this should be interpreted strictly
to mean identical contractual terms and conditions, including non-financial features such as governance rights, related to the
holders of the instruments in their roles as owners of the entity.
Differences in cash flows and contractual terms and conditions of an instrument attributable to an instrument holder in its role
as non-owner are not considered to violate the identical features test, provided that the transaction is on similar terms to an
equivalent transaction that might happen between a non-instrument holder and the issuing entity.
Examples of contractual features that would violate the identical features test include:
• different rates of management fees;
• a choice for holders on issuance whether to receive income or additional units as distributions (such that the distributive or
accumulative feature differs for each instrument after they are issued);
• different lock-up periods; and
• different currencies in which the payments are denominated.
In our view, the following terms do not violate the identical features test because there are no inherent differences in the
features of each instrument within the most subordinate class:
• administrative charges based on the volume of units redeemed before liquidation, as long as all unit holders in the most
subordinate class are subject to the same fee structure;
• different subscription fees payable on initial subscription, as long as all other features become identical once the subscription
fees are paid;
• a choice to receive income or additional units as distributions on each distribution date, as long as the same ability is afforded
to all unit holders in the most subordinate class – i.e. the ‘choice’ is an identical feature; and
• a term contained in identical instruments that carry equal voting rights that caps the maximum amount of voting rights that
any individual holder may exercise.
IFRS for Investment Funds | 7
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Example 4 – Identical features test: Additional information rights
Fund F issues redeemable shares that are the most subordinated class. Fund manager M holds 5% of the redeemable
shares in F
.
M also has access to certain information rights in its role as a manager that are not granted to other holders of
redeemable shares.
Does such access to additional information mean that not all redeemable shares have identical features?
If information rights are granted to M in its role as manager of the fund (and not in its role as owner), then they are not
considered to violate the identical features test.
Example 5 – Contractual distribution of net accounting profit
Unit Trust T issues redeemable units. In addition to the general redemption feature, T is contractually required to distribute to
the holders the net accounting profit annually.
How does an additional requirement to distribute the net accounting profit affect classification of redeemable shares?
In our view, the requirement to distribute the net accounting profit annually is an additional obligation to deliver cash and,
therefore, the redeemable units do not qualify for equity classification.
Example 6 – Total expected cash flows attributable to the instrument
Fund G issues one class of redeemable shares that entitles each holder to a pro rata share of G’s net assets and that is the
most subordinate class of instruments issued.
R
edemption amounts are based on net assets calculated in accordance with local GAAP (not IFRS).
The redeemable shares do not contain any other contractual obligations to deliver cash.
Are the total expected cash flows of the shares based substantially on profit or loss and change in net assets?
Usually, to meet this requirement, the redemption amount is calculated with reference to net assets measured in
accordance with IFRS. This is not the case in this example, because the redemption value of the shares is calculated based
on local GAAP.
Nevertheless, G may still satisfy this condition, depending on the circumstances. It may also be possible to argue that the
effect of differences between local GAAP and IFRS is immaterial with regard to their application to G, or temporary and
expected to converge over the life of the instrument, such that the total ‘expected’ cash flows are ‘based substantially’ on
IFRS profit or loss or change in recognised net assets.
In our view, the use of the terms ‘expected’ and ‘based substantially’ indicates that judgement should be exercised in

determining whether the requirement is met in each specific situation, including consideration of how local GAAP and IFRS
apply to the reporting entity’s business and the terms of the instrument.
8 | IFRS for Investment Funds
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3. How do you classify a component of an
instrument that imposes an obligation only on
liquidation?
The following guidance applies only to components of instruments that impose on the entity an obligation to deliver a pro rata
share of its net assets only on liquidation. Puttable instruments are tested for equity classification as a whole (see flowchart in
Question 1).
Instruments or components of instruments that meet the definition of a liability in accordance with the general requirements
of IAS 32 and that impose on the entity an obligation to deliver to another party a pro rata share of the net assets only on
liquidation are classified as equity if they meet the conditions set out in Question 2.
If the instrument that imposes an obligation on the entity to deliver a pro rata share of the net assets only on liquidation also
contains other contractual obligations, then these other obligations may need to be accounted for separately as liabilities in
accordance with the requirements of IAS 32. For example, the following components could be present in an instrument:
• an obligation to pay non-discretionary dividends – i.e. a financial liability component; and
• an obligation to deliver a pro rata share of the net assets on liquidation.
In such cases, a question arises about whether the second component can ever meet Condition 6 set out in the table
in Question 2 that requires that the issuer has no other financial instrument or contract that has total cash flows based
substantially on the issuer’s profit or loss, change in recognised net assets, or change in fair value of recognised and
unrecognised net assets.
In our view, when evaluating such a component (an obligation arising on liquidation) for equity classification by exception, a fund
should choose an accounting policy, to be applied consistently, on whether the term ‘other financial instrument’ includes:
(i) other components of the evaluated instrument; or
(ii) only financial instruments other than the one that contains the evaluated component.
If the fund’s policy is to view a mandatory dividend feature as another financial instrument for this purpose, then equity
classification of the obligation arising only on liquidation would be precluded for this component of the instrument because the
mandatory non-discretionary dividends violate Condition 6 in Question 2 – e.g. mandatory dividends based on profits.
However, if the fund’s policy is to consider for this test only financial instruments other than the one that contains the obligation

arising on liquidation, then a mandatory dividend feature in itself would not preclude equity classification of the obligation
arising on liquidation because this feature is part of the same instrument and it could not violate Condition 6 in Question 2.
Example 7 – Limited-life entity pays non-discretionary dividends
Fund K is a limited-life entity. K issues units that are redeemable only on its liquidation. The unit holders are entitled to annual
non-discretionary dividends equalling 90% of K’s profits and a pro rata share of the net assets on liquidation of K.
How does K classify the components of the shares issued?
The obligation to pay fixed non-discretionary dividends represents a contractual obligation that is classified as a financial
liability (Component 1).
The classification of the obligation to deliver a pro rata share of the net assets on liquidation (Component 2) depends on the
accounting policy choice made by K.
• If K chooses accounting policy (i) above, then Component 2 is classified as a liability.
• If K chooses accounting policy (ii) above, and provided that all other criteria are met, then Component 2 is classified as equity.
IFRS for Investment Funds | 9
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4. How do you classify redeemable shares
issued by umbrella structures?
The term ‘umbrella fund structure’ is used in certain jurisdictions to describe a collective investment scheme that comprises
an umbrella fund that operates one or more sub-funds. Investors buy instruments that entitle the holder to a share of the net
assets of a particular sub-fund.
The umbrella fund and sub-funds together form a legal entity, although the assets and the obligations of individual funds are
fully or partially segregated. Each sub-fund usually has its own investment objectives, focusing on different markets.
The analysis in this question applies only to instances in which the assets and obligations of each sub-fund are ring-fenced
solely for investors of the respective sub-fund.
The table below discusses the possible classification of puttable instruments and instruments that impose on the entity an
obligation to deliver to another party a pro rata share of the net assets only on liquidation, issued by an umbrella fund structure.
Type of financial statements
prepared
Considerations Classification
Individual financial statements
prepared by each sub-fund

Each sub-fund assesses issued instruments for equity
classification separately.
Liability or equity
Separate financial statements
of umbrella fund structure
that include the assets and
liabilities of the sub-funds that
together form a single legal
entity
Instruments issued by the sub-funds are assessed for equity
classification from the perspective of the umbrella fund
structure as a whole.
Instruments issued by each sub-fund cannot qualify for
equity classification because they could not meet the
prorata share of the entity’s net assets on liquidation
condition and, if they are puttable instruments, the identical
features test.
Liability
Consolidated financial
statements with sub-funds as
subsidiaries
Instruments issued by sub-funds that qualify for equity
presentation in the individual financial statements of
each fund and that represent non-controlling interests
are classified as liabilities in the consolidated financial
statements.
Liability
Combined financial
statements prepared by an
umbrella fund structure,

expressed as prepared in
accordance with IFRS
In our view, puttable sub-fund instruments would not qualify
for equity classification in the combined financial statements
for the reasons described above for both separate and
consolidated financial statements.
Liability
10 | IFRS for Investment Funds
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5. When should a financial instrument be
reclassified between liability and equity?
The classification of an instrument or its component parts as either a financial liability or equity is made at initial recognition
and, with the exception of puttable instruments and instruments that impose on the entity an obligation only on liquidation,
is not generally revised as a result of subsequent changes in circumstances. However, a reclassification between liability and
equity or vice versa may be required following changes to the contractual or effective terms of the instruments or changes in
the composition of the reporting entity. Puttable instruments and instruments or components that impose on the entity an
obligation only in liquidation are reclassified:
• to financial liability – from the date on which any of the equity classification criteria in Question 2 cease to be met; or
• to equity – from the date on which all equity classification criteria in Question 2 are met.
This indicates a continuous assessment model under which a fund re-assesses the classification whenever there are changes
to the relevant circumstances – e.g. changes to the capital structure, such as the issue of new classes of shares or redemptions
of existing share classes.
Puttable instruments or instruments that impose on the entity an obligation only on liquidation are measured on reclassification
as follows.
Reclassification Measurement Accounting for carrying amount adjustment
From equity to
financial liability
Liability is measured initially at the instrument’s
fair value at the date of reclassification.
Any difference between the carrying amount of

the equity instrument and the fair value of the
financial liability at the date of reclassification
continues to be recognised in equity.
From financial liability
to equity
Equity instrument is measured at the carrying
amount of the financial liability at the date of
reclassification.
No adjustment to the carrying amount.
Accounting entries – Reclassification from equity to financial liability
Assume that on the date of reclassification the carrying amount of an instrument previously classified as equity is 100 and its
fair value is 90. The double entry on reclassification is as follows.
Debit Credit
Equity
1
90
Liability 90
Accounting entries – Reclassification from financial liability to equity
Assume that on the date of reclassification the carrying amount of an instrument previously classified as equity is 100 and its
fair value is 90. The double entry on reclassification is as follows.
Debit Credit
Liability 100
Equity 100
1 This example does not focus on different components of equity.
IFRS for Investment Funds | 11
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Other KPMG publications
A more detailed discussion of the general accounting issues that arise from the application of IFRS can be found in our
publication Insights into IFRS. In addition, we have a range of publications that can help you further, including:
• Illustrative financial statements: Investment funds

• Illustrative financial statements for interim and annual periods
• IFRS compared to US GAAP
• IFRS Handbooks, which include extensive interpretative guidance and illustrative examples to elaborate or clarify the
practical application of a standard, including IFRS Handbook: First-time adoption of IFRSs
• New on the Horizon publications, which discuss consultation papers
• First Impressions publications, which discuss new pronouncements
• Newsletters, which highlight recent accounting developments
• IFRS Practice Issues publications, which discuss specific requirements of pronouncements
• Disclosure checklist.
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Acknowledgements
We would like to acknowledge the principal contributors to this publication. They are Ewa Bialkowska and Arina Tomiste of the
KPMG International Standards Group.
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E:
Llewellyn Smith
KPMG in South Africa
T: +27 21 408 7346
E:
Patricia Bielmann

KPMG in Switzerland
T: +41 44 249 4884
E:
Gareth Horner
KPMG in the UK
T: +44 131 527 6951
E:
kpmg.com/ifrs
© 2012 KPMG IFRG Limited, a UK company, limited by guarantee. All rights reserved.
The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International.
Publication name: IFRS for Investment Funds
Publication number: Issue 3
Publication date: February 2012
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