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TYPES OF COLLECTIVE INVESTMENT VEHICLES AVAILABLE IN LUXEMBOURG
means Organisms for Collective Investment in Transferable Securities and refers to investment funds which have been set up in accordance with the provisions of the amended Luxembourg law of December 17, 2010 transposing European Directive 2009/65 / EC (“UCI Law“). UCITS benefit from a European passport insofar as, once authorized by the Luxembourg supervisory authority, they can, according to a standardized notification procedure, be sold to the public in all the other Member States of the EU UCITS also benefit from registration facilities with the authorities of many non-EU member states which recognize the UCITS label and the investor protection regime it entails. UCITS can be marketed, UCITS are subject to specific rules regarding the assets in which they can invest and the diversification and concentration rules that they must comply with, which aim to ensure appropriate liquidity of the investment portfolio. of the UCITS 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 Law on UCIs, which are not qualified 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 passport.1under certain conditions. They are subject to the permanent supervision of the Luxembourg supervisory authority (“CSSF”). However, they have greater flexibility as to the type of assets in which they can invest, the investment strategies they can implement, the diversification rules to which they are subject and the liquidity they offer. to investors.
means Specialized investment funds organized under the amended Luxembourg law of 13 February 2007 (“SIF Law”). SIFs are reserved for so-called informed investors, that is to say essentially institutional investors, professional investors and investors subscribing for a minimum amount of 125,000 euros. They are subject to permanent control by the CSSF. Due to the sophistication of their investors, they benefit from a fairly flexible regime. Among other things, SIFs must invest according to the principles of risk spreading but also have complete flexibility as to the type of assets in which they invest and the strategies they employ. Like Part II funds, they will also benefit from the AIFMD passport under certain conditions.
means Venture Capital Investment Companies governed by the amended Luxembourg law of June 15, 2004 (“SICAR law“). SICARs operate under a regime adapted to private equity / risk capital investments, including a tax treatment different from that applicable to UCITS, Part II Funds and SICs. SICARs are not required to operate according to The risk principle They are reserved for informed investors and are subject to the control of the CSSF in the same way as the SICARs. SICARs will also benefit, under certain conditions, from the AIFMD passport.
means Securitization Vehicles organized under the amended Luxembourg law of 22 March 2004 on securitization (“Security Act 2004They may be used in certain circumstances as an alternative to the investment vehicles mentioned above or as a complement to the investment structure, depending in particular on the objectives of the operation and the way in which it is structured. Securitization vehicles can be offered to any type of investor, but those which issue securities to the public on a continuous basis come under the supervision of the CSSF. SV will not be subject to the AIFMD regime when it qualifies as “entities”. ad hoc securitization ”as defined therein2.
A new securitization regime that reflects the requirements of Regulation (EU) 2017/2402 on securitizations (“RS“) is applicable since January 1, 2019. Three different securitization regimes are therefore available in Luxembourg: (i) the general SR regime for all securitizations that meet the criteria set out in the definition of securitization provided in the SR, ( ii) the specific regime The SR regime provided for securitizations qualified as simple, transparent and standardized (STS) securitizations under the SR, and (iii) the Luxembourg securitization regime for securitizations other than (i) and (ii).
means Reserved Alternative Investment Funds governed by Luxembourg law of 23 July 2016 (“RAIF lawIts regime is based on the SIF regime with the important exception that the RAIF is not subject to the approval or supervision of the CSSF as a product, which makes it an attractive vehicle from the point of view of time-to-market. on the other hand, the RAIF must designate an approved AIFM, thus benefiting from the AIFMD passport as well as the protection of the AIFMD framework.
Limited partnerships refer to a category of investment vehicles which are governed by the amended Luxembourg law of 10 August 1915 on commercial companies (“Law on companies”). They are not supervised by the CSSF and can therefore be formed very quickly. These vehicles are used for their flexibility and characterized by contractual freedom in their structuring, like the well-known Anglo-Saxon model of limited partnerships. Limited partnerships also offer a competitive tax environment and can benefit from the AIFMD passport in certain circumstances. Limited partnerships can be used to set up investment vehicles within the framework of specific sectoral laws such as the SIF law, the SICAR law or the RAIF law. As such, all the flexibilities offered by these legal forms (the main characteristics of which are detailed in the following tables) are also available for a limited partnership qualified as SIF, SICAR or RAIF (provided that these sectoral laws do not derogate from them). not specifically from there).
1. The AIFMD passport refers to the EU passport introduced by Directive 2011/61 / EU on alternative investment fund managers (“AIFM“) for the marketing of alternative investment funds (“FIA“) professional investors in the EU, as implemented in Luxembourg domestic law.
2. Special purpose securitization entities are defined in Article 4 (a) of the AIFMD.
3. “Limited partnership“refers to the limited partnership(limited partnership) and the special limited partnership (special limited partnership)
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