law of 20 December 2002 - Alfi

Art. 26– whose exclusive object is to invest their funds in transferable securitiesand/or other liquid financial assets referred to in Article 41, paragraph (1)of this law in order to spread the investment risks and to ensure for theirshareholders 23 the benefit of the result of the management of their assets,and– whose shares are intended to be placed with the public by means of apublic or private offer, and– whose Articles of incorporation provide that the amount of the capital shallat all times be equal to the net asset value of the company.SICAVs shall be subject to the provisions applicable in general to public limitedcompanies, insofar as the present law does not derogate therefrom.Art. 27 (1) The minimum capital of a SICAV which has not designated a managementcompany may not be less than three hundred thousand euro (300,000 euro)at the time of authorisation. The capital of any SICAV including SICAVswhich have designated a management company must reach one million twohundred and fifty thousand euro (1,250,000 euro) within a period of 6 monthsfollowing the authorisation of the SICAV. A grand-ducal regulation may raiseeach such minimum amount up to a respective maximum of six hundredthousand euro (600,000 euro) and two million five hundred thousand euro(2,500,000 euro) 24 .In addition, where a SICAV has not designated a management companyauthorised pursuant to Directive 85/611/EEC:– the application for authorisation must be accompanied by a program ofactivity setting out, inter alia, the organisational structure of the SICAV;– the directors 25 of the SICAV shall be of sufficiently good repute and besufficiently experienced in relation to the type of business carried out bysuch company. To that end the identity of the directors and of every personsucceeding them in office must be communicated forthwith to the CSSF.The conduct of a SICAV’s business must be decided by at least two personsmeeting such conditions. “Directors” shall mean those persons who, underlaw or the constitutional documents represent the SICAV or who effectivelydetermine the policy of the company;– moreover, where close links exist between the SICAV and other natural orlegal persons, the CSSF shall grant authorisation only if such links do notprevent the effective exercise of its supervisory functions.The CSSF shall also refuse authorisation if the laws, regulations or administrativeprovisions of a non-member country governing one or more natural orlegal persons with which the SICAV has close links, or difficulties involved intheir enforcement, prevent the effective exercise of its supervisory functions.SICAVs shall communicate to the CSSF the information it requires.23 The French text of the law uses the correct term “actionnaires”, i.e. shareholders as opposed to unitholders, i.e.unitholders of a common fund. The English text of amended Directive 85/611/EEC mostly uses “unitholders”. However,throughout this translation a distinction is made between shareholder and unitholder.24 No such regulation exists at this time.25 The French text of amended Directive 85/611/EEC and the law use the term “dirigeants” and the German text ofamended Directive 85/611/EEC uses the term “Geschäftsleiter”.20