Key takeaways:
- Since Regulation (EU) 2015/760 of the European Parliament and of the Council of 29 April 2015 on European long run funding funds (ELTIF Regulation) was adopted, just a few European long-term funding funds (ELTIFs) have been launched.
- The ELTIF Regulation is being revised in an effort to channel extra investments into companies in want of capital and into long-term funding initiatives.
- The proposed revised ELTIF Regulation will differentiate between ELTIFs marketed to skilled buyers and people ELTIFs marketed to retail buyers – with skilled investor ELTIFs dealing with fewer restrictions, – for instance when it comes to diversification necessities, leverage, and being permitted to make investments in different funds. There are additionally modifications proposed to make it simpler for retail buyers to entry ELTIFs by eradicating minimal funding necessities and limitations on combination investments.
- The proposed revised ELTIF Regulation has not been with out criticism, as mentioned beneath.
- The ELTIF is the only real non-sector particular European-wide fund product which could be marketed to retail buyers in Europe beneath a selected advertising passport regime. It would subsequently arguably type a key device in progressing the retailization of personal funds within the European Financial Space (EEA).1
- The present expectation is that the revised ELTIF Regulation (ELTIF 2.0) will enter into power in Q1 2023 and its provisions will apply 9 months later, i.e. most certainly from early 2024.
Newest replace on ELTIF 2.0
Following casual negotiations between representatives of the European Council (Council), the European Fee (Fee) and European Parliament (Parliament), on 7 December 2022 the Council printed a observe2 indicating that it will undertake the present textual content of the proposed revision of the ELTIF Regulation agreed between the Council and the European Parliament (Parliament) in October 2022, supplied that the Parliament additionally agreed to undertake the identical textual content. The textual content of the general compromise bundle is included as an annex to the Council’s observe. The following step is for the Council and the Parliament to formally undertake the revised ELTIF Regulation. On 12 January 2022, as a part of the continued European legislative course of, the Parliament’s Committee on Financial and Financial Affairs (ECON) accepted the textual content of ELTIF 2.0.3
On this OnPoint, we take a look at predominant amendments which have been proposed to the ELTIF Regulation and their influence on the European funding funds’ market.
For ease of reference, now we have additionally created a marked-up model of the unique ELTIF Regulation towards ELTIF 2.0, displaying the modifications proposed to be made and which is accessible right here.
Please observe: This mark-up of the unique ELTIF Regulation is supplied for reference solely. Dechert doesn’t assume any legal responsibility for its contents or accuracy. The genuine variations of the related present and draft laws, together with their preambles, are these printed within the Official Journal of the European Union.
Background to ELTIF 2.0
The unique ELTIF Regulation entered into power on 19 Might 2015 with the target of elevating and channelling capital in the direction of European long-term investments in the actual financial system, consistent with the EU wider goal of good, sustainable and inclusive progress.4 The ELTIF framework initially acquired appreciable consideration, specifically provided that the ELTIF Regulation supplied that funds qualifying as ELTIFs could possibly be marketed to retail buyers on the idea of an EEA-wide passport, just like the advertising passport out there to skilled buyers beneath the Different Funding Fund Managers Directive (AIFMD).5
Nevertheless, over time, it has grow to be clear that the unique ELTIF Regulation has not achieved the specified success. As of December 2022, solely 81 ELTIFs have been registered in your entire EEA (45 in Luxembourg, 21 in France, 13 in Italy and two in Spain), with solely a single-digit determine in billion beneath administration. When it comes to variety of funds, that is nonetheless extraordinarily low in contrast for instance with the Luxembourg (nationwide) Reserved Different Funding Fund (RAIF)6 regime launched only a yr later, which by September 2022, had seen 1686 RAIFs established.7 The European legislative establishments had been conscious about the shortcomings of the ELTIF Regulation, as is clear from the next recital to ELTIF 2.0:
“Sure traits of the ELTIF market, together with the low variety of funds, the small web asset dimension, the low variety of jurisdictions by which ELTIFs are domiciled, and a portfolio composition that’s skewed in the direction of sure eligible funding classes, show the concentrated nature of that market, each geographically and when it comes to funding kind. Furthermore, it seems that there’s a lack of expertise and monetary literacy, however most significantly a low stage of belief and reliability within the finance trade, that needs to be overcome to make ELTIFs extra accessible and well-liked amongst particular person buyers. It’s subsequently essential to assessment the functioning of the ELTIF authorized framework to make sure that extra investments are channeled to companies in want of capital and to long-term funding initiatives”.8
The ELTIF Regulation included a assessment clause9 stipulating that sure provisions needs to be assessed and reviewed by the Fee no later than 9 June 2019. Following a public session course of, on 25 November 2021 the Fee printed its proposal for ELTIF 2.0 to deal with what had been perceived as the primary shortcomings of the unique ELTIF Regulation.
ELTIF 2.0 has been mentioned and amended by the Parliament and the Council in accordance with the European odd legislative process and political settlement on all main objects was reached between the Parliament and the Council in October 2022. On 7 December 2022, the Council printed an data observe indicating that it will undertake the present type of ELTIF 2.0 if the Parliament additionally approves it.
This new legislative impetus can also be mirrored in a latest improve within the variety of ELTIFs being registered (from 57 ELTIF on 25 November 2021 to 82 ELTIFs within the EU/EEA as of December 2022, a rise of roughly 30 p.c inside one yr).10
What are the primary modifications proposed in ELTIF 2.0 in comparison with the unique ELTIF Regulation?
We’ve set out beneath a non-exhaustive overview of the primary modifications to the ELTIF Regulation (based mostly on the proposed model of ELTIF 2.0 as hooked up to the informative observe despatched by Council on 7 December 2022):
1. Eligible Investments (Word that ELTIF 2.0 distinguishes between funds marketed to retail buyers and people marketed to skilled buyers. These further variations are mentioned in level 2 beneath).
a. Definition of actual asset
Article 10(e) of the unique ELTIF Regulation stipulated that an actual asset should have a worth of at the very least EUR 10 million or its equal within the related native forex. Beneath ELTIF 2.0, this threshold will likely be lowered to EUR 1 million. As well as, the definition of “actual asset” has been simplified and now reads {that a} “actual asset” is “an asset that has an intrinsic worth as a consequence of its substance and properties” relatively than the extra restrictive provision included within the unique ELTIF Regulation.
b. Market Capitalization Threshold
Article 11(b)(ii) of the unique ELTIF Regulation stipulated that any enterprise admitted to buying and selling on a regulated market or on a multilateral buying and selling facility shall not have a market capitalization of greater than EUR 500 million. Such threshold is elevated to EUR 1.5 billion beneath ELTIF 2.0.
c. Portfolio Composition
Article 13(1) of the unique ELTIF Regulation required an ELTIF to speculate at the very least 70 p.c of its property in ELTIF eligible investments. This threshold has been lowered to 55 p.c in ELTIF 2.0.
d. Diversification Limits
The ten p.c diversification requirement for investments in every underlying asset or portfolio enterprise per Article 13(2) of the unique ELTIF Regulation has been elevated to twenty p.c in ELTIF 2.0. As well as, ELTIF 2.0 has elevated the funding restrict from 5 p.c to 10 p.c for investments in every underlying UCITS fund. Which means beneath the ELTIF 2.0 framework, ELTIFs can have the pliability to pursue extra concentrated funding methods and be uncovered to fewer eligible property.
e. Focus Restrict
The 25 p.c focus restrict in eligible underlying funds supplied for by Article 15(1) of the unique ELTIF Regulation has been elevated to 30 p.c beneath ELTIF 2.0]. Extra considerably, ELTIF 2.0 features a new provision that the focus limits shall not apply the place ELTIFs are marketed solely to skilled buyers.
f. Chance to spend money on monetary undertakings (to a restricted extent)
The unique ELTIF Regulation contained an outright prohibition on investing in monetary undertakings corresponding to credit score establishments or credit score corporations. Pursuant to ELTIF 2.0, this prohibition not applies to a monetary enterprise that may be a monetary holding firm or a mixed-activity holding firm, which has been approved or registered lower than 5 years previous to the date of the funding. The impact of that is that beneath ELTIF 2.0, it’s attainable for ELTIFs to spend money on modern new monetary undertakings corresponding to fintech firms.
g. Investments in non-EU Belongings
Article 1(2) of the unique ELTIF Regulation said, comparatively restrictively, that its goal was “to boost and channel capital in the direction of European long-term investments in the actual financial system”. The target of ELTIF 2.0 is now considerably wider, being to “facilitate the elevating and channeling of capital in the direction of long-term investments in the actual financial system, together with in the direction of investments that promote the European Inexperienced Deal and different precedence areas, consistent with the Union goal of good, sustainable and inclusive progress.”
The CSSF, (the Luxembourg regulator) has in observe permitted ELTIFs to have as much as 50 p.c of their portfolio uncovered to non-European property, ELTIF 2.0 introduces modifications. ELTIF 2.0 amends Article 11(c)(ii) of the unique ELTIF Regulation to offer that investments in qualifying portfolio undertakings based mostly in non-cooperative jurisdictions for tax functions is not going to be permitted. The unique ELTIF Regulation supplied that qualifying portfolio undertakings wanted to be based mostly in a jurisdiction that had entered into an settlement for the sharing of tax data with the house Member State of the ELTIF and another Member State by which the related ELTIF is marketed. The ELTIF 2.0 framework is way much less restrictive when it comes to the place portfolio undertakings could be based mostly.
h. Grasp-Feeder Constructions
The restrict on an ELTIF with the ability to make investments solely 20 p.c of its property in different ELTIFs, EuVECAs11 or EUSEFs12 in Article 13(3) of the unique ELTIF Regulation has been seen as a big motive for the shortage of ELTIF uptake. ELTIF 2.0 has eliminated this restriction, de facto permitting for master-feeder constructions. Though, a master-feeder construction will likely be allowed, sadly it’s restricted to situations the place each the grasp and the feeder are ELTIFs. A number of disclosure obligations (specifically disclosure of payment preparations at master-fund stage) have been included in ELTIF 2.0 to make sure sufficient investor safety).13 There are additionally some materials further obligations in new Articles 29(6) and 29(7) of ELTIF 2.0 which require data sharing agreements to be in place the place the grasp ELTIF and the feeder ELTIF have completely different administration firms or depositaries.
i. Fund-of-fund constructions
The addition of the power to speculate into different EU AIFs as supplied for in Article 10 (1)(d) of ELTIF 2.0 will14 allow ELTIFs to be structured as fund-of-funds autos. Such a construction was not attainable beneath the unique ELTIF Regulation. This is among the long-awaited amendments to the unique framework which has been positively acquired by funding funds managers.
j. Securitizations
ELTIF 2.0 permits an ELTIF to spend money on underlying securitizations, together with mortgage-backed securities, business, residential, and company loans, in addition to commerce receivables – one thing that was not attainable beneath the unique ELTIF Regulation. Per Article 8(3) of ELTIF 2.0, such securitization investments could quantity to as much as 20 p.c of the capital worth of the related ELTIF.
okay. Minority co-investments
The revisions to Article 10(a)(iii) beneath ELTIF 2.0 will allow ELTIFs to carry minority co-investment participations in qualifying portfolio undertakings which, beneath the unique ELTIF Regulation, was solely attainable if the related ELTIF held a majority of the models, shares or pursuits of the related qualifying portfolio enterprise. That is one other modification that has been welcomed by the funding fund trade as a result of it’s going to create further flexibility within the structuring of investments by the ELTIF, rendering it rather more just like different different fund autos such because the RAIF.
2. Retail buyers
a. Differentiation between retail {and professional} buyers
The EU legislators acknowledge that retail buyers {and professional} buyers have completely different time horizons, threat tolerances, funding wants and capabilities. In gentle of this ELTIF 2.0 gives particular guidelines for ELTIFs which can be destined to be marketed particularly to skilled buyers.
ELTIF 2.0 stipulates that sure necessities in relation to the diversification and composition of the portfolio, the minimal threshold for eligible property, the focus limits and the borrowing of money that beforehand utilized to all ELTIFs beneath the unique ELTIF Regulation shall not apply to ELTIFs which can be solely marketed to skilled buyers.
A brand new paragraph in Article 13(8) in ELTIF 2.0 gives that the one asset limitation, the share limitation on investments into underlying securitizations and the counterparty publicity restrict don’t apply to an ELTIF that’s solely marketed to skilled buyers. One other occasion of differentiation between ELTIFs marketed to retail buyers and people marketed solely to skilled buyers is within the modification to Article 16(1)(i)(a) of ELTIF 2.0 which stipulates a borrowing restrict of fifty p.c of web asset worth (NAV) the place the ELTIF is marketed to retail buyers compared to a borrowing restrict of 100% of NAV the place the ELTIF is marketed solely to skilled buyers.
b. Evaluation of suitability
Article 30(3) of the unique ELTIF Regulation included a cumbersome, double-layered evaluation of suitability for retail buyers (a minimal of EUR 10,000 funding however not more than 10 p.c of a retail investor’s monetary instrument portfolio in anyone ELTIF). ELTIF 2.0 has eliminated these necessities and the suitability evaluation has been streamlined to bear in mind developments beneath MiFID II15 in addition to retail investor -specific necessities. As well as, ELTIF 2.0 not requires the supervisor of an ELTIF or related distributor to offer “funding recommendation” to retail buyers (as was required beneath Article 30(1) of the unique ELTIF Regulation). This can be a welcome transfer because the idea of “funding recommendation” was not fairly clearly set out within the unique ELTIF Regulation.
c. Further retail investor safety mechanisms
Article 30 of ELTIF 2.0 contains particular necessities in regards to the distribution and advertising of ELTIFs to retail buyers which can be supposed to extend investor safety. This contains an obligation on the ELTIF supervisor to offer for clear written alerts the place the ELTIF has a lifetime of greater than ten (10) years or the place the principles or devices of incorporation of an ELTIF present for the likelihood an identical mechanism as additional described in level 4. beneath. As well as, a retail investor is required to offer its express consent the place it needs to speculate into an ELTIF however a unfavourable sustainability evaluation in relation to the precise ELTIF.
d. Elimination of want for native amenities in nation the place ELTIF is marketed to retail buyers
Article 26 of the unique ELTIF Regulation has been deleted, that means that there isn’t any longer a requirement to place in place native amenities in every EU Member State the place the ELTIF is marketed to retail buyers. This might probably considerably scale back the associated fee burden on ELTIF managers.
e. Distribution guidelines
Along with the suitability evaluation modifications as described above, Articles 27 to 31 of the unique ELTIF Regulation have been modified or deleted in ELTIF 2.0 to align the necessities with these with the which can be already properly established beneath MiFID II.
3. Supervisor authorization
Article 5 of the unique ELTIF Regulation has been amended to offer that solely the ELTIF itself is topic to regulatory authorization. ELTIF 2.0 not topics EU AIFMs to an “further” ELTIF administration authorization. The rationale behind this modification is to advertise cross-border ELTIF set-ups (the place the ELTIF and the EU AIFM could be domiciled in numerous EU Member States).
4. Redemptions / liquidity window
While ELTIF 2.0 makes minor modifications to Article 18 of the unique ELTIF Regulation, the principles on redemptions stay comparatively stringent. This makes making the ELTIF extra appropriate for closed-ended funds than for open-ended or semi-liquid fund constructions.
ELTIF 2.0 does foresee a brand new and, so far as funds laws at European stage is worried, distinctive matching mechanism for transfers of the related ELTIFs shares or models beneath Article 19(2)(a). This matching mechanism states that the principles or devices of incorporation of the ELTIF could present for the potential for full or partial matching, through the lifetime of the ELTIF, of switch requests of models or shares of the ELTIF by exiting ELTIF buyers with switch requests by potential buyers, supplied that particular situations are fulfilled. This matching mechanism could possibly be used to generate liquidity in these in any other case very illiquid funding constructions.
5. Borrowing
Article 16(1)(a) of the unique ELTIF Regulation restricted any borrowing to 30 p.c of the worth of the capital of the related ELTIF. In ELTIF 2.0, this restrict has been changed with a two-tiered borrowing limitation of fifty p.c of NAV of the related ELTIF for ELTIFs marketed to retail buyers, and 100% of the NAV of the related ELTIF for ELTIFs marketed to skilled buyers solely. As well as, Article 16(1)(c) of ELTIF 2.0 will enable for borrowings in a forex apart from the forex by which a related asset is to be acquired, so long as applicable forex hedging preparations are in place.
ELTIF 2.0 amends Article 16(1)(e) in a fashion that may enable all property to be totally pledged or encumbered. That is anticipated to make lending preparations for ELTIFs simpler than beneath the present limitation whereby the pledge was restricted to 30 p.c of the capital worth of the property of the respective ELTIF.
6. ELTIF Register
Article 3(3) of the unique ELTIF Regulation required the European Securities and Markets Authority (ESMA) to maintain a central public register of ELTIFs. ELTIF 2.0 expands on the unique provisions and requires rather more granular element to be supplied to ESMA. For instance, ESMA is to be supplied with the Authorized Entity Identifier (LEI) and the nationwide code identifier of the ELTIF, the title, deal with and the LEI of the ELTIF supervisor, the Worldwide Securities Identification Numbers (ISIN) codes of the ELTIF and of every separate share or unit class, the competent authority of the ELTIF and the house Member State of that ELTIF, the Member States the place the ELTIF is marketed, whether or not the ELTIF could be marketed to retail buyers or can solely be marketed to skilled buyers, the date of the authorization of the ELTIF, and the date on which the advertising of the ELTIF has commenced.
7. Equal remedy
A brand new Article 30(6) has been included in ELTIF 2.0 requiring that every one retail buyers profit from equal remedy and that no preferential remedy or particular financial profit is granted to particular person buyers or teams of buyers throughout the similar class or courses. This modification is meant to create higher authorized safety for carried curiosity constructions or different differentiations which will in any other case happen between courses of shares.
8. Battle-of-interest provisions and co-investments
Article 12 of the unique ELTIF Regulation is amended to permit co-investments by the ELTIF supervisor and the related employees instantly with or within the related ELTIF supplied that any conflicts of curiosity that come up from such co-investment are correctly handled and disclosed. Co-investment is usually seen in different fund constructions to make sure some “pores and skin within the sport” and “alignment of curiosity” in addition to funding alternatives for fund managers in their very own merchandise so this modification will align ELTIF 2.0 with market expectations for personal asset autos.
ELTIF 2.0 isn’t good……
There are two predominant criticisms which have been levelled towards ELTIF 2.0 by trade our bodies representing market members and by different dialogue fora:
- The amendments are being perceived as too modest and never sufficiently bold.
Some commentators are of the view that the amendments proposed by ELTIF 2.0 are inadequate to create a really engaging pan-European fund product for retail buyers that might rival the UCITS. Specifically, the truth that an open-ended ELTIF is barely attainable when respecting pretty limiting redemption guidelines through the ELTIF’s time period could also be perceived as an impediment by or for retail buyers who could not need or could not be capable of lock of their liquidity for a considerable period of time.
One other space the place market members suppose that ELTIF 2.0 might have broadened its attraction is as regards to the proposals for master-feeder constructions. Making a double layer of ELTIFs (i.e. each the feeder and the grasp have to qualify as ELTIFs), is seen by some as unduly burdensome and restrictive with out clearly including investor safety. From a Luxembourg perspective, this appears relatively restrictive as, for instance, a RAIF might spend money on an underlying grasp fund not qualifying as a RAIF supplied that the related diversification limits and funding restrictions are contractually utilized by the underlying grasp fund. It is usually value noting that the Fee’s unique proposal for a inexperienced ELTIF has been dropped, based mostly on the argument that the Sustainable Finance Disclosure Regulation16 applies to an ELTIF, and subsequently there isn’t any want for extra ELTIF-specific sustainability guidelines. Article 37(a) of ELTIF 2.0 does nevertheless present for this to be thought-about as a part of the assessment course of.
- The amendments could have much less influence as a result of on-going AIFMD assessment.
Similtaneously the proposals for reform of the ELTIF Regulation had been launched, the Fee additionally set out its proposals to make vital amendments to the AIFMD framework. From a mortgage origination perspective, in sure international locations, ELTIFs are the one fund autos which can be permitted to originate loans alongside banks or different licensed professionals. The mentioned reform of AIFMD as regards the “mortgage originating funds” and the potential risk to passport the “mortgage originating” exercise by the AIFMs throughout the EEA might scale back the attractiveness of the ELTIF car, even following its reform.
ELTIF is unlikely to grow to be a car of alternative for “all buyers” as, even beneath the ELTIF 2.0 framework, there are nonetheless components that aren’t engaging to institutional buyers. In comparison with different regimes, corresponding to RAIFs or totally unregulated autos, ELTIF 2.0 remains to be a comparatively restrictive regime and institutional buyers could not wish to spend money on parallel with a large number of smaller retail buyers.
What’s subsequent?
The expectation is that the legislative process will likely be finalized by early March 2023 ensuing within the formal entry into power of ELTIF 2.0 round that point. Based mostly on earlier expertise, it’s probably that the ultimate accepted textual content can be printed within the Official Journal of the EU on the finish of March or early April 2023, with its provisions getting into into impact 9 (9) months thereafter (i.e. January/February 2024).
It’s value noting that ELTIF 2.0 contains ‘“grandfathering’” for current ELTIFs. Beneath the ELTIF 2.0 proposals, an current ELTIF that complies with the present ELTIF Regulation will likely be deemed compliant (i.e. grandfathered) for 5 years following the date of the entry into utility of ELTIF 2.0. Nevertheless, ELTIFs which can be approved beneath the present ELTIF Regulation, however that want to make use of the phrases of the brand new ELTIF 2.0 guidelines, can merely notify their nationwide competent authority of their want to take action.
ELTIF 2.0 gives for a assessment technique of the regime seven years after its entry into impact.
Conclusion
ELTIF 2.0 is at present attracting quite a lot of curiosity from trade members because it matches properly with the political need to unlock massive quantities of financial savings from personal people for much-needed European infrastructure and different long-term initiatives. ELTIF 2.0 additionally gives retail buyers with a possibility to spend money on property apart from inventory markets or UCITS funds thereby growing diversification and threat spreading, whereas on the similar time sustaining sure safeguards and particular protections.
The retailization of personal funds has attracted appreciable consideration, significantly in Luxembourg the place, for instance, the Half II Fund17 (which will also be mixed with the ELTIF regime) provides another path for asset managers to grant entry to personal market property for retail buyers. There was vital progress on this space during the last yr with lots of the main international asset managers these constructions. It’s foreseeable that ELTIF 2.0 will proceed to draw substantial curiosity and progress for such a fund, particularly in Luxembourg, which is excellently positioned to profit from this new regime as a consequence of its international recognition as a secure and tried-and-tested funding fund location, its beneficial native authorized framework and the expertise and experience of native service suppliers on this space.
Footnotes
1) European enterprise capital funds (EuVECAs) and European social entrepreneurship funds (EUSEFs) additionally grant potential entry for retail buyers however have a selected sector focus and therefore can’t be used numerous asset courses compared to the ELTIF and are additionally very a lot area of interest autos as a consequence of their limitation to enterprise capital, respectively social entrepreneurship, funds.
2) The 7 December 2022 observe, which incorporates the draft general compromise bundle in ELTIF 2.0, is offered right here.
3) ECON is a committee of the Parliament which is chargeable for the regulation of monetary providers, the free motion of capital and funds, taxation and competitors insurance policies, oversight of the European Central Financial institution, and the worldwide monetary system.
4) Article 1(2) of the ELTIF Regulation.
5) Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Different Funding Fund Managers.
6) The RAIF is a Luxembourg funding fund that may spend money on all sorts of property. It qualifies as different funding fund (AIF). It isn’t itself topic to product approval by the Luxembourg regulator, the CSSF.
7) Supply : Affiliation Luxembourgeoise des Fonds d’Investissement.
8) Alinea (3) of the proposed ELTIF Regulation.
9) Article 37 of ELTIF Regulation.
10) Figures verified on 14 December 2022 on ESMA web site
11) European enterprise capital funds beneath Regulation (EU) N° 345/2013 of the European Parliament and Council of 17 April 2013 on European enterprise capital funds.
12) European social entrepreneurship funds beneath Regulation (EU) N° 346/2013 of the European Parliament and Council of 17 April 2013 on European social entrepreneurship funds.
13) For instance, amendments to Article 23, specifically the inclusions of a brand new sub-paragraph (3)(a) and a brand new sub-paragraph (5).
14) Along with the deletion of Article 13(3) of the unique ELTIF Regulation as illustrated above.
15) Directive 2014/65/EU of the European Parliament and of the Council of 15 Might 2014 on markets in monetary devices.
16) Regulation (EU) 2019/2088.
17) Funds that are established beneath Half II of the Luxembourg legislation of 17 December 2010 on undertakings for collective investments, as amended sometimes. The specificity of this car is that it incorporates no restrictions when it comes to eligibility of buyers because it covers the identical investor class as a UCITS (i.e. retail {and professional} investor are eligible to speculate).
