Asset class
Fund structures in Luxembourg
A Luxembourg fund interest is not held the way a bare share is held. Ownership sits in a register kept by a registrar and transfer agent, and the underlying assets sit with a depositary bank. When a manager refuses to process a redemption, the first question is not who is right but which of these two records the claim actually rests on.
Register and custody layer
The Luxembourg trade register (RCS) records the fund's corporate existence: the management company, the articles, the SICAV or SCSp structure. It does not record who holds units or shares in the fund. That record sits with the registrar and transfer agent (RTA), often a separate administrator entity, and is not public. Alongside it, the fund's assets are held by a depositary bank under the applicable UCI or AIFM rules, and it is the depositary's own books that confirm what the fund actually holds. A dispute over a blocked redemption usually has to be traced through both layers, not one. How fund ownership is actually recorded sets out the mechanics in more detail.
The document rarely handed over
Investors are typically given a subscription confirmation and periodic statements from the RTA. What they are rarely given is the depositary's own safekeeping confirmation, the document that states, independently of the manager, what assets the fund holds and where. Without it, a refusal to redeem cannot be tested against the fund's actual position, only against what the manager chooses to report. Where documents originate in Luxembourg and are needed abroad, legalisation follows the Apostille Convention, in force for Luxembourg since 3 June 1979 [N411]. That affects how a document is accepted outside Luxembourg, not what it says.
What belongs in a pre-deal report
A file worth reviewing before any letter goes out should be able to answer, item by item:
- Whether the entity named in the subscription documents matches the entity on the RCS extract.
- Whether the depositary bank is identified by name and whether it has confirmed the fund's holdings independently.
- Whether the RTA has produced a register extract, and how recent it is.
- Whether the management company or AIFM licence referenced in the offering documents is current.
- Whether any document obtained from Luxembourg carries the apostille required for use where the claim will be brought [N411].
A paid initial assessment works through exactly this sequence against the file that already exists, before anything is sent to the manager or the depositary. It does not estimate an outcome. It establishes which of the two records, register or custody, the dispute actually depends on, and what is missing before that question can be pressed further. See the fund structures overview for how this fits alongside other asset classes, and payment and redemption defaults for the service this leads into.