Regulation (EU) 2015/760 of the European Parliament and of the Council of 29 April 2015 on European long-term investment funds (Text with EEA relevance)
Modified by
  • Regulation (EU) 2023/606 of the European Parliament and of the Councilof 15 March 2023amending Regulation (EU) 2015/760 as regards the requirements pertaining to the investment policies and operating conditions of European long-term investment funds and the scope of eligible investment assets, the portfolio composition and diversification requirements and the borrowing of cash and other fund rules(Text with EEA relevance)Corrigendum to Regulation 2023/606 of the European Parliament and of the Council of 15 March 2023 as regards the requirements pertaining to the investment policies and operating conditions of European long-term investment funds and the scope of eligible investment assets, the portfolio composition and diversification requirements and the borrowing of cash and other fund rules(Official Journal of the European Union L 80 of 20 March 2023), 32023R060632023R0606R(01), March 20, 2023
  • Regulation (EU) 2023/2869 of the European Parliament and of the Councilof 13 December 2023amending certain Regulations as regards the establishment and functioning of the European single access point(Text with EEA relevance), 32023R2869, December 20, 2023
Corrected by
  • Corrigendum to Regulation 2023/606 of the European Parliament and of the Council of 15 March 2023 as regards the requirements pertaining to the investment policies and operating conditions of European long-term investment funds and the scope of eligible investment assets, the portfolio composition and diversification requirements and the borrowing of cash and other fund rules, 32023R0606R(01), September 17, 2024
Regulation (EU) 2015/760 of the European Parliament and of the Councilof 29 April 2015on European long-term investment funds(Text with EEA relevance) CHAPTER IGENERAL PROVISIONS
Article 1Subject matter and objective1.This Regulation lays down uniform rules on the authorisation, investment policies and operating conditions of EU alternative investment funds (EU AIFs) or compartments of EU AIFs that are marketed in the Union as European long-term investment funds (ELTIFs).2.The objective of this Regulation is to facilitate the raising and channelling of capital towards long-term investments in the real economy, including towards investments that promote the European Green Deal and other priority areas, in line with the Union objective of smart, sustainable and inclusive growth.3.Member States shall not add any further requirements in the field covered by this Regulation.
Article 2DefinitionsFor the purposes of this Regulation, the following definitions apply:(1)"capital" means aggregate capital contributions and uncalled committed capital, calculated on the basis of amounts investible after deduction of all fees, charges and expenses that are directly or indirectly borne by investors;(2)"professional investor" means an investor which is considered to be a professional client, or may, on request, be treated as a professional client in accordance with Annex II to Directive 2014/65/EU;(3)"retail investor" means an investor who is not a professional investor;(4)"equity" means ownership interest in a qualifying portfolio undertaking, represented by the shares or other forms of participation in the capital of the qualifying portfolio undertaking issued to its investors;(5)"quasi-equity" means any type of financing instrument where the return on the instrument is linked to the profit or loss of the qualifying portfolio undertaking and where the repayment of the instrument in the event of default is not fully secured;(6)"real asset" means an asset that has an intrinsic value due to its substance and properties;(7)"financial undertaking" means any of the following:(a)a credit institution as defined in point (1) of Article 4(1) of Regulation (EU) No 575/2013 of the European Parliament and of the CouncilRegulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p. 1).;(b)an investment firm as defined in point (1) of Article 4(1) of Directive 2014/65/EU;(c)an insurance undertaking as defined in point (1) of Article 13 of Directive 2009/138/EC of the European Parliament and of the CouncilDirective 2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II) (OJ L 335, 17.12.2009, p. 1).;(ca)a reinsurance undertaking as defined in Article 13, point (4), of Directive 2009/138/EC;(d)a financial holding company as defined in point (20) of Article 4(1) of Regulation (EU) No 575/2013;(e)a mixed-activity holding company as defined in point (22) of Article 4(1) of Regulation (EU) No 575/2013;(f)a management company as defined in point (b) of Article 2(1) of Directive 2009/65/EC;(g)an AIFM as defined in point (b) of Article 4(1) of Directive 2011/61/EU.(8)"EU AIF" means EU AIF as defined in point (k) of Article 4(1) of Directive 2011/61/EU;(9)"EU AIFM" means EU AIFM as defined in point (l) of Article 4(1) of Directive 2011/61/EU;(10)"competent authority of the ELTIF" means the competent authority of the EU AIF within the meaning of point (h) of Article 4(1) of Directive 2011/61/EU;(11)"home Member State of the ELTIF" means the Member State where the ELTIF is authorised;(12)"manager of the ELTIF" means the authorised EU AIFM approved to manage an ELTIF, or the internally managed ELTIF where the legal form of the ELTIF permits internal management and where no external AIFM has been appointed;(13)"competent authority of the manager of the ELTIF" means the competent authority of the home Member State of the AIFM within the meaning of point (q) of Article 4(1) of Directive 2011/61/EU;(14)"securities lending" and "securities borrowing" mean any transaction in which a counterparty transfers securities subject to a commitment that the borrower will return equivalent securities at some future date or when requested to do so by the transferor, that transaction being considered as securities lending for the counterparty transferring the securities and being considered as securities borrowing for the counterparty to which they are transferred;(14a)"simple, transparent and standardised securitisation" means a securitisation that complies with the conditions set out in Article 18 of Regulation (EU) 2017/2402 of the European Parliament and of the CouncilRegulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012 (OJ L 347, 28.12.2017, p. 35).;(14b)"group" means a group as defined in Article 2, point (11), of Directive 2013/34/EU of the European Parliament and of the CouncilDirective 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of undertakings, amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ L 182, 29.6.2013, p. 19).;(15)"repurchase transaction" means a repurchase transaction as defined in point (83) of Article 4(1) of Regulation (EU) No 575/2013;(16)"financial instrument" means a financial instrument as specified in Section C of Annex I to Directive 2014/65/EU;(17)"short selling" means an activity as defined in point (b) of Article 2(1) of Regulation (EU) No 236/2012 of the European Parliament and of the CouncilRegulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps (OJ L 86, 24.3.2012, p. 1).;(18)"regulated market" means a regulated market as defined in point (21) of Article 4(1) of Directive 2014/65/EU;(19)"multilateral trading facility" means a multilateral trading facility as defined in point (22) of Article 4(1) of Directive 2014/65/EU;(20)"feeder ELTIF" means an ELTIF, or an investment compartment thereof, which has been approved to invest at least 85 % of its assets in units or shares of another ELTIF or investment compartment of an ELTIF;(21)"master ELTIF" means an ELTIF, or an investment compartment thereof, in which another ELTIF invests at least 85 % of its assets in units or shares.
Article 3Authorisation and central public register1.An ELTIF may only be marketed in the Union when it has been authorised in accordance with this Regulation. Authorisation as an ELTIF shall be valid for all Member States.2.Only EU AIFs shall be eligible to apply for and to be granted authorisation as an ELTIF.3.The competent authorities of the ELTIFs shall, on a quarterly basis, inform ESMA of authorisations granted or withdrawn pursuant to this Regulation and of any changes to the information about an ELTIF that is set out in the central public register referred to in the second subparagraph.ESMA shall keep an up-to-date central public register identifying for each ELTIF authorised under this Regulation:(a)the Legal Entity Identifier (LEI) and national code identifier of the ELTIF, where available;(b)the name and address of the manager of the ELTIF and, where available, the LEI of that manager;(c)the ISIN codes of the ELTIF and each separate unit or share class, where available;(d)the LEI of the master ELTIF, where available;(e)the LEI of the feeder ELTIF, where available;(f)the competent authority of the ELTIF and the home Member State of the ELTIF;(g)the Member States where the ELTIF is marketed;(h)whether the ELTIF can be marketed to retail investors or can be marketed solely to professional investors;(i)the date of the authorisation of the ELTIF;(j)the date on which the marketing of the ELTIF commenced;(k)the date of the last update by ESMA of the information about the ELTIF.The central public register shall be made available in electronic format.
Article 4Designation and prohibition on transformation1.The designation "ELTIF" or "European long-term investment fund" in relation to a collective investment undertaking, or the units or shares it issues, may only be used where the collective investment undertaking has been authorised in accordance with this Regulation.2.ELTIFs shall be prohibited from transforming themselves into collective investment undertakings that are not covered by this Regulation.
Article 5Application for authorisation as an ELTIF1.An application for authorisation as an ELTIF shall be made to the competent authority of the ELTIF.The application for authorisation as an ELTIF shall include all of the following:(a)the fund rules or instruments of incorporation;(b)the name of the proposed manager of the ELTIF;(c)the name of the depositary and, where requested by the competent authority of an ELTIF that can be marketed to retail investors, the written agreement with the depositary;(d)where the ELTIF can be marketed to retail investors, a description of the information to be made available to investors, including a description of the arrangements for dealing with complaints submitted by retail investors;(e)where applicable, the following information on the master-feeder structure of the ELTIF:(i)a declaration that the feeder ELTIF is a feeder of the master ELTIF;(ii)the fund rules or instruments of incorporation of the master ELTIF and the agreement between the feeder ELTIF and the master ELTIF, or the internal rules on the conduct of business, referred to in Article 29(6);(iii)where the master ELTIF and the feeder ELTIF have different depositaries, the information-sharing agreement referred to in Article 29(7);(iv)where the feeder ELTIF is established in a Member State other than the home Member State of the master ELTIF, an attestation by the competent authority of the home Member State of the master ELTIF that the master ELTIF is an ELTIF provided by the feeder ELTIF.The competent authority of the ELTIF may request clarification and information as regards the documentation and information provided under the second subparagraph.2.Only an EU AIFM authorised under Directive 2011/61/EU may apply to the competent authority of the ELTIF for approval to manage an ELTIF for which authorisation is requested in accordance with paragraph 1. In the event that the competent authority of the ELTIF is the same as the competent authority of the EU AIFM, such an application for approval shall refer to the documentation submitted for authorisation under Directive 2011/61/EU.Without prejudice to paragraph 1, an EU AIFM that applies to manage an ELTIF established in another Member State shall provide the competent authority of the ELTIF with the following documentation:(a)the written agreement with the depositary;(b)information on delegation arrangements regarding portfolio and risk management and administration with regard to the ELTIF;(c)information about the investment strategies, the risk profile and other characteristics of AIFs that the EU AIFM is authorised to manage.The competent authority of the ELTIF may ask the competent authority of the EU AIFM for clarification and information as regards the documentation referred to in the second subparagraph or an attestation as to whether ELTIFs fall within the scope of the EU AIFM's authorisation to manage AIFs. The competent authority of the EU AIFM shall provide an answer within 10 working days from the date on which it received the request submitted by the competent authority of the ELTIF.3.Applicants shall be informed within two months from the date of submission of a complete application whether authorisation as an ELTIF has been granted.4.Any subsequent modifications to the documentation referred to in paragraphs 1 and 2 shall be immediately notified to the competent authority of the ELTIF.5.By way of derogation from paragraphs 1 and 2, an EU AIF the legal form of which permits internal management and the governing body of which chooses not to appoint an external AIFM shall apply simultaneously for authorisation as an ELTIF under this Regulation and as an AIFM under Directive 2011/61/EU.Without prejudice to Article 7 of Directive 2011/61/EU, the application for authorisation as an internally managed ELTIF shall include the following:(a)the fund rules or instruments of incorporation;(b)where the ELTIF can be marketed to retail investors, a description of the information to be made available to retail investors, including a description of the arrangements for dealing with complaints submitted by retail investors.By way of derogation from paragraph 3, an internally managed EU AIF shall be informed within three months from the date of submission of a complete application whether authorisation as an ELTIF has been granted.
Article 6Conditions for granting authorisation as an ELTIF1.An EU AIF shall be authorised as an ELTIF only where its competent authority:(a)is satisfied that the EU AIF is able to meet all the requirements of this Regulation;(b)has approved the application of an EU AIFM authorised in accordance with Directive 2011/61/EU to manage the ELTIF, the fund rules or instruments of incorporation, and the choice of the depositary.2.In the event that an EU AIF makes an application pursuant to Article 5(5) of this Regulation, the competent authority shall authorise the EU AIF only where it is satisfied that the EU AIF complies with both the requirements of this Regulation and of Directive 2011/61/EU regarding the authorisation of an EU AIFM.3.The competent authority of the ELTIF may refuse to approve the application of an EU AIFM to manage an ELTIF only where the EU AIFM:(a)does not comply with this Regulation;(b)does not comply with Directive 2011/61/EU;(c)is not authorised by its competent authority to manage AIFs that follow investment strategies of the type covered by this Regulation; or(d)has not provided the documentation referred to in Article 5(2), or any clarification or information requested thereunder.Before refusing to approve an application, the competent authority of the ELTIF shall consult the competent authority of the EU AIFM.4.The competent authority of the ELTIF shall not grant authorisation as an ELTIF to the EU AIF that has made an application for authorisation if it is legally prevented from marketing its units or shares in its home Member State.5.The competent authority of the ELTIF shall communicate to the EU AIF the reason for its refusal to grant authorisation as an ELTIF.6.An application which has been rejected under this Chapter shall not be resubmitted to the competent authorities of other Member States.7.Authorisation as an ELTIF shall not be subject to a requirement that the ELTIF be managed by an EU AIFM authorised in the home Member State of the ELTIF or that the EU AIFM pursue or delegate any activities in the home Member State of the ELTIF.
Article 7Applicable rules and liability1.An ELTIF shall comply at all times with the provisions of this Regulation.2.An ELTIF and the manager of the ELTIF shall comply at all times with Directive 2011/61/EU.3.The manager of the ELTIF shall be responsible for ensuring compliance with this Regulation and shall also be liable in accordance with Directive 2011/61/EU for any infringements of this Regulation. The manager of the ELTIF shall also be liable for losses or damages resulting from non-compliance with this Regulation.
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