Investment Funds
Marcel Bartnik is commercial, astute and very responsive.
Legal 500 client feedback (2023)
“Professionalism, proactivity, focused and pragmatic owing to a deep knowledge of the business.”
IFLR1000 client feedback on Marcel Bartnik (2023)
OUR TEAM FOR YOUR PROJECT
Luxembourg is the world’s second biggest investment funds market (after the U.S.) and is considered as the main cross-border distribution hub for such products in Europe. Since the 1980s, Luxembourg has used both the increasing integration within the European Union and its own flexible legislative framework to create a toolbox adapted to the requirements of various types of investors and asset classes.
Our Investment Funds team can help you navigate these intricacies of the Luxembourg investment funds landscape and assist you with any legal and regulatory challenge you and your projects may face.
FUND STRUCTURING
We have decades of experience with the various types of investment fund products in Luxembourg. Our investment funds team is therefore in the perfect position to assist you in identifying which of these should be the ideal fit for your purpose – taking into account various aspects of your intended project such as investor type, distribution channel, asset class or envisaged investor participation.
Our expertise includes retail funds such as UCITS or the so-called part II funds (alternative retail products), as well as products aimed at institutional investors in the private asset space such as reserved alternative investment funds (RAIF), unregulated partnership structures (SCS/SCSp), specialised investment funds (SIF) or investment companies in risk capital (SICAR). Combining our expertise in these fields also allows us to advise on the recently updated European Long Term Investment Fund (ELTIF).
We have a specific focus on investment funds that are active in alternative asset classes such as debt funds, private equity, venture capital or real estate.
Our lawyers are familiar with the specific requirements for vehicles active in this space, and the expectations from both investors and initiators that need to be reconciled. We do also have significant expertise in the liquid investment space, and have been advising major UCITS funds since a long time.
Our work in fund structuring does not end with the identification of the most appropriate vehicle. We accompany you with drafting and reviewing any required documentation, coordinating the incorporation and establishment process and the onboarding of investors.
You are also in good hands if your investment fund is directly supervised by the supervisory authority of the financial sector. Our lawyers have more than 20 years of experience in relation to approval processes with the Luxembourg regulator, the CSSF. Our excellent contacts and long-established relationship allows us to confidently plan, conduct and finalise these administrative proceedings until you have obtained the green light to start commercialising your fund or sub-fund.
REGULATORY ASSISTANCE
We can of course also provide legal and regulatory assistance if your investment fund already exists, and you would like to make specific amendments or regulatory updates to it. This could be the addition of further sub-funds to your umbrella fund, ESG compliance issues pursuant to SFDR requirements or the replacement of one of your fund’s service providers such as the management company, central administration or depositary. We also regularly advise our clients on new regulatory developments and the challenges linked to them, such as the new rules resulting from the amendment of the AIFM Directive.
Our expertise is, however, not limited to the investment fund vehicles themselves. We also frequently assist other players in the Luxembourg financial world such as management companies, alternative investment fund managers (AIFM), depositaries or administrators with their ongoing legal and regulatory compliance issues. This includes matters such as internal restructurings, the review of internal policies and procedures or gap analyses in view of new regulatory requirements.
We have also accompanied several AIFMs with the entire process of obtaining their license, or with approval processes for license extensions, including the approval procedure with the CSSF.
INVESTOR DUE DILIGENCE
If you are an institutional investor contemplating to invest into a Luxembourg investment fund, we can offer to assist you with the legal and regulatory due diligence required prior to such investment. We can analyse regulatory, corporate and tax issues and indicate any unusual or detrimental provisions.
You can benefit from our expertise in relation to the current market practice and its consequences for your documentation, and assist you with the negotiation and drafting of any side letters. For any matters not covered by our own expertise such as for example foreign regulatory requirements we work with partner firms in such jurisdictions that are experts in these fields.
INTEGRATION WITH OUR OTHER PRACTICES
Frequently, the investment fund itself is only one element of your project, and during its establishment or operation other requirements may come up that are not part of the expertise of our Investment Funds practice. In such case, our Investment Funds team will work hand in hand with VANDENBULKE’s other core practices, Corporate & Transactional and Banking & Finance. This smooth integration of our practices is one of our firm’s main strengths and works to your benefit.
Other entities such as special purpose vehicles to hold specific types of assets or acting as blocking vehicles may be required, or a carry vehicle to distribute specific profits.
Additional upstream vehicles may be needed, or specific shareholder agreements to be drafted. This work can seamlessly be put into the hands of our Corporate & Transactional practice, headed by partner Selim Souissi.
Sometimes, the investment fund and its underlying vehicles need financing arrangements such as facility agreements, pledges or mortgages. Such fund financing issues are one of the domains of our Banking & Finance practice, led by partner Nicolas Mille.