Fund Domiciles / Luxembourg / ELTIF 2.0
The European Long-Term Investment Fund label, reformed by Regulation (EU) 2023/606 and in force since 10 January 2024. The full detail behind the summary on the main Luxembourg page.
Created by Regulation (EU) 2015/760 of 19 May 2015, the ELTIF is a collective investment framework aimed at channelling capital into companies and projects requiring long-term investment — infrastructure, for example. Any vehicle qualifying as an AIF under Luxembourg's AIFM Law can apply for ELTIF status. It must be managed by a fully authorised EU AIFM, or be internally managed where its legal form permits, and it may take any legal form available to an AIF in Luxembourg — in practice, the choice (Part II fund, RAIF, or SIF) often depends on the investor type being targeted.
Authorised ELTIFs benefit from a passport to market to both professional and retail investors across the EEA — the ability to reach retail investors was the landmark feature of the original regime. Note: ELTIF authorisation is independent of whatever underlying AIF regulatory regime already applies.
On 15 March 2023, the European Parliament adopted Regulation (EU) 2023/606, reforming the original ELTIF regime to make it more attractive to asset managers and retail investors, and to facilitate investment in the real economy. The reform entered into force on 10 January 2024.
Grandfathering: ELTIFs authorised under the original ELTIF 1.0 Regulation before 10 January 2024 are deemed compliant with ELTIF 2.0 until 11 January 2029 — provided they don't raise additional capital in the meantime. Some ELTIF 1.0 funds opted to apply the 2.0 provisions early, ahead of the effective date, by notifying their competent authority.
ELTIF 2.0 lowered the minimum share of assets that must sit in "eligible investments" from 70% to 55%, and broadened what counts:
Qualifying portfolio undertakings include unlisted companies, certain listed small and medium-sized enterprises below the market-cap threshold (see below), and financial undertakings that aren't holding companies and were authorised or registered within the past five years. The old requirement that individual real-asset holdings be worth at least €10 million was removed entirely under ELTIF 2.0 — expected to encourage more diversified real-asset portfolios.
Under ELTIF 2.0, any portfolio undertaking the ELTIF invests in that's admitted to trading on a regulated market or multilateral trading facility must not have a market capitalisation above €1.5 billion — determined only at the time of the initial investment, so later growth beyond that threshold doesn't force a divestment.
An ELTIF may invest no more than:
Concentration limit: an ELTIF may acquire no more than 30% of the units or shares of a single ELTIF, EuVECA, EuSEF, UCITS or EU AIF. None of these limits apply where the ELTIF is marketed solely to professional investors — nor does the single-portfolio-undertaking limit apply to a feeder ELTIF, nor the concentration limit to a feeder investing in its master.
Master-feeder ELTIF structures are permitted, but only where both the master and the feeder are themselves ELTIFs; fund-of-ELTIFs strategies are also possible. On securitisations, ELTIF 2.0 newly permits investment in underlying STS securitisations — including mortgage-backed securities, and commercial, residential and corporate loans, as well as trade receivables. Where units are marketed to retail investors, the aggregate value of STS securitisations in the portfolio is capped at 20% of the ELTIF's capital; there's no such cap for professional-investor-only ELTIFs.
A two-tiered borrowing limit applies, based on net asset value:
Borrowing may not exceed the life of the ELTIF, must serve investment purposes or liquidity needs (including cost and expense payment), and must be contracted in the same currency as the assets being acquired.
The ELTIF manager may market units to professional and retail investors in the home Member State and across the EEA, upon notification to the competent authority under the AIFMD framework. When marketing to retail investors, the manager is additionally subject to MiFID product-governance requirements, with further distribution and marketing rules applying to the distributing entity.
For pre-marketing, the manager sends an informal letter (paper or electronic) to its competent authority within two weeks of starting pre-marketing activity. The formal marketing notification then follows AIFMD rules — and notably, there's no longer a requirement to maintain local facilities in each Member State where the ELTIF is marketed to retail investors, a genuine simplification versus the original regime.
On 19 December 2023, ESMA published its final report setting out proposed Level 2 regulatory technical standards under ELTIF 2.0 — clarifying minimum holding periods, minimum notice periods, minimum liquid assets, and maximum redemption limits, while allowing ELTIF managers to deviate under specific circumstances. The report was submitted to the European Commission for endorsement before passing to the European Parliament and Council for final approval.
An ELTIF needs the same core team as any Luxembourg AIF: a central administration based in Luxembourg, a transfer and registrar agent, a depositary bank, and an approved auditor.
How Mangis Bay helps: we help you assess whether an ELTIF 2.0 wrapper genuinely earns its added structuring and reporting overhead for your fundraising strategy, coordinate with your AIFM and legal counsel on the authorisation, and run the same service-provider selection process as any other Luxembourg structure.
Ask about ELTIF 2.0 →Sourced from Bonn Steichen & Partners, ELTIF in a Nutshell. General information only, not legal or regulatory advice — please confirm current requirements with counsel before acting.
RAIF, SIF, SICAR and Limited Partnerships — the AIFs an ELTIF label can wrap around.
Explore vehicles →Substance, legal form, AIFM appointment and document drafting.
Read the set-up guide →Including subscription-tax exemptions available to qualifying ELTIFs.
Read the tax guide →