We have unique experience in assisting asset managers and other institutions in the process of setting up investment funds ranging from advising on the most appropriate fund vehicle, structuring tailored to the client's specific needs, drafting the necessary documentation, securing where necessary the appropriate regulatory approvals to assisting in the launch formalities.
For any type of investment fund we assist the client in identifying the most appropriate legal form, namely corporate form (like a SICAV or SCA) or contractual form (like an FCP or limited partnership), in light of, inter alia, marketing, control or tax considerations relevant for the client.
In consideration of the investment strategy, marketing plan and other considerations relevant to the client, we advise on the structuring of the Fund as a UCITS or an AIF (or non-AIF).
For UCITS, we assist the client in structuring the documentation in compliance with the applicable EU Directives, regulations and guidelines and the correspondent provisions of Luxembourg laws and regulations and the Luxembourg supervisory authority’s regulatory practice. This entails reflecting on applicable investment rules and limitations, disclosure requirements, general requirements and specific issues, such as use of derivatives and related limitations, share class structuring, fund of funds investments, hedging features, ETF featuring, cross sub-fund investments, possibilities for the use of hedge fund-like strategies, money market fund rules, depositary and prime broker issues and many others.
For AIFs, we advise the client on structuring aspects that may vary depending on whether the manager is an authorised or registered AIFM and whether it is based in Luxembourg, in an other EU country or in a third country. We also advise the client on the most appropriate means to meet the investor information requirements and all other mandatory provisions, including remuneration rules, under the AIFMD. We also discuss with our clients the aspects to be considered to determine whether the AIF should be structured as a Specialised Investment Fund (SIF), Investment Company in Risk Capital (SICAR) or a Reserved Alternative Investment Fund (RAIF). Our dedicated teams of specialists cover all asset classes, including hedge, private equity, real estate, infrastructure, debt, microfinance and real assets. For specific private equity and real estate fund structuring, see the relevant practice areas below. The potential to structure investment funds as ELTIF, EuSEF and EuVECA is also regularly considered.
Drafting the legal documentation required for the set-up of the investment fund (like articles, management regulations, prospectus and KIIDs) or reviewing the agreements proposed by the selected service providers such as management company and AIFM agreements, depositary agreements, administration agreements and similar contractual documents is a key feature in our service offering, including the negotiation of such agreements with the relevant service providers on behalf of our client.
For investment funds subject to the supervision of the Luxembourg regulator, the submission of the draft documentation to the regulator, the discussion and reflection on their possible comments as well as the securing of their final approval is the next step which we undertake on behalf of our clients. Our knowledge of the regulator's functioning and procedures as well as our good relationship with it ensure that our clients benefit from efficient discussion and resolution of regulatory matters which are key to securing regulatory approval in a timely manner.
Finally, we assist our clients in all formalities for the legal set-up of the investment fund structure, like incorporation formalities with notaries, publications and necessary filings with the regulator.
After the launch of the fund structure, we regularly assist in all necessary procedures to allow the marketing in other EU member countries and third countries including Switzerland and various other countries, mainly in Asia and Latin America.
Our services are not limited to the set-up of fund structures. After launch, we continue to assist the funds and their managers in relation to all legal and regulatory matters, including the creation of new subfunds, regular updating of fund documentation and we also assist proactively in solving day-to-day issues while assuring legal and regulatory compliance.
Core practice groups
We are recognised by the market as a leading provider of legal services to Luxembourg investment funds, their promoters and service providers.
We cover these sectors to provide continuity of service and to build stronger relationships over time.
We offer an extensive litigation practice covering a large range of areas such as corporate, commercial and civil litigation.
We assist our clients on all aspects of taxation, including especially the creation of tailor-made investments structures.