Luxembourg: Luxembourg Collective Investment Vehicles - Legal Regime And Features In A Nutshell

TYPES OF COLLECTIVE INVESTMENT VEHICLES AVAILABLE IN LUXEMBOURG

UCITS

stands for Undertakings for Collective Investment in Transferable Securities and designates those investment funds which have been set up in compliance with the provisions of the amended Luxembourg Law of 17 December 2010 implementing EU Directive 2009/65/EC ("UCI Law"). UCITS benefit from a European passport in that, once authorised by the supervisory authority in Luxembourg, they can, using a standardised notification procedure, be sold to the public in all other EU Member States. UCITS also benefit from facilities for registration with authorities in numerous non-EU Member States which recognise the UCITS label and the investor protection regime it entails. In order to protect the retail investors to which UCITS can be marketed, UCITS are subject to specific rules as regards the assets in which they can invest and the diversification and concentration rules with which they have to comply. These aim at ensuring an appropriate liquidity of the UCITS investment portfolio allowing investors to redeem their units at least twice a month.

PART II FUND

refers to collective investment undertakings governed by Part II of the UCI Law, which do not qualify as UCITS either because of their investment policy or because of the rules applicable to the distribution of their units/shares. Although Part II Funds can be sold to the public, they do not have access to the UCITS passport. They will, however, benefit from the AIFMD passport1 under certain conditions. They are subject to the ongoing supervision of the Luxembourg supervisory authority ("CSSF"). Yet, they have increased flexibility as regards the type of assets they can invest in, the investment strategies they can employ, the diversification rules they are subject to and the liquidity they offer to investors.

SIF

stands for Specialised Investment Funds organised under the amended Luxembourg Law of 13 February 2007 ("SIF Law"). SIFs are reserved for so-called well-informed investors, i.e. in substance institutional investors, professional investors and investors subscribing for a minimum of EUR 125,000. They are subject to ongoing supervision by the CSSF. Because of the sophistication of their investors, they benefit from a pretty flexible regime. Among others things, SIFs have to invest in accordance with the principles of risk-spreading but otherwise have full flexibility as regards the type of assets in which they invest and the strategies which they employ. Like Part II Funds, they will also benefit from the AIFMD passport under certain conditions.

SICAR

stands for Investment Companies in Risk Capital governed by the amended Luxembourg Law of 15 June 2004 ("SICAR Law"). SICARs operate under a regime that is tailor-made for private equity/venture capital investments, including a tax treatment which differs from that applicable to UCITS, Part II Funds and SIFs. SICARs are not required to operate under the principle of risk-spreading. They are reserved to well-informed investors and are subject to supervision by the CSSF in a similar manner as SIFs. SICARs will, under certain conditions, also benefit from the AIFMD passport.

SV

stands for Securitisation Vehicles organised under the amended Luxembourg Law of 22 March 2004 on securitisation ("Securisation 2004 Law"). They can be used in certain circumstances as an alternative to the investment vehicles mentioned above or as a complement to the investment structure, mainly depending on the objectives of the transaction and the way it is structured. Securitisation vehicles may be offered to any type of investors, but those that issue securities to the public on a continuous basis, fall under the CSSF supervision. SV will not be subject to the AIFMD regime when qualifying as "securitisation special purpose entities" as defined therein3.

A new securitisation regime which reflects the requirements of Regulation (EU) 2017/2402 on securitisations ("SR") has applied since 1 January 2019. Three different securitisation regimes are therefore available in Luxembourg: (i) the SR general regime for all securitisations which meet the criteria set forth in the definition of securitisation provided in the SR, (ii) the specific SR regime provided for securitisations which qualify as simple, transparent and standardised (STS) securitisations under the SR, and (iii) the Luxembourg securitisation regime for securitisations other than (i) and (ii).

Footnotes

1 AIFMD passport refers to the EU passport introduced by the Alternative Investment Fund Managers Directive 2011/61/EU ("AIFMD") for the marketing of Alternative Investment Fund(s) ("AIF") to EU professional investors, as implemented in Luxembourg domestic law.

2 Securitisation special purpose entities are defined in Article 4 (an) of the AIFMD.

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