LUXEMBOURG Law and Practice Contributed by: Evelyn Maher, Gaston Aguirre Draghi and Djelloul Mansour, BSP
to professional investors throughout the EEA, pursuant to the specific notification procedure provided for by the Alternative Investment Fund Managers Directive (AIFMD). Each Part II UCI, SIF, SICAR and RAIF may be established as an umbrella fund, allowing the creation of multiple compartments. This option is not available to the unregulated SLP. Any such vehicle set up in the form of an FCP issues units. Those in corporate form issue shares, and those in the form of partnerships issue limited partnership interests. 2.1.2 Common Process for Setting Up Investment Funds The Part II UCI, the SIF and the SICAR are sub - ject to authorisation by the CSSF prior to estab - lishment. An application file must be submitted to the CSSF consisting of at least the following documents (there are certain ancillary docu - ments, and the CSSF may always request fur - ther information): • an offering document; • a constitutive document; • agreements with key service providers includ - ing the depositary, the AIFM, any delegated portfolio manager and the central administra - tion agent; • information on the directors or managers, who must be of sufficiently good repute and be sufficiently experienced; • a packaged retail and insurance-based investment products key information docu - ment (PRIIPs KID) if retail investors are targeted; and • application forms. The RAIF is not subject to approval by the CSSF, but the following documents will still be required:
• an offering document; • a constitutive document; and
• agreements with key service providers includ - ing the depositary, the AIFM, any delegated portfolio manager and the central administra - tion agent. The SLP is frequently structured as an unregulat - ed AIF, which is not authorised and not regulated by the CSSF. There is no requirement to have an offering document, though one is frequently prepared for marketing reasons. The limited partnership agreement is the key document for an SLP. Given that there is no approval process at the CSSF, the set-up time is shorter for the RAIF and the SLP. However, for all vehicles, time for due diligence performed by the service providers as well as time to complete bank account opening pro - cesses needs to be factored into the establish - ment process. The largest set-up costs are generally legal costs, though service providers also sometimes charge a set-up or onboarding fee. In addition, there are fees payable to the CSSF for regulat - ed funds. For a Part II UCI, SIF and SICAR, the CSSF charges an examination fee and an annual fee for its supervisory activity. The fee amount differs depending on whether the fund is a stan - dalone or an umbrella fund, and on whether it is self-managed or not. For example, the exami - nation fee for a standalone Part II UCI, SIF or SICAR is EUR4,650, whereas for an umbrella
fund it is EUR9,250. 2.1.3 Limited Liability
The liability of an investor is generally limited to its commitment or subscription to the fund. In the case of an AIF in the form of an SCA, SCSP or SCS, there will always be an unlimited part -
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