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Private Capital Fund Structures

Industry Definitions

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Get to know the different private capital fund structures and legal structures from around the world.

Fund structures

Closed-End FundA fund with a fixed life span that typically does not allow redemptions or the entry of additional investors after the initial formation of the fund. Closed-end funds typically acquire a portfolio of companies/assets during an initial investment period and do not invest the sales proceeds.
Co-InvestmentDirect investment made by a limited partner in a company/asset backed by a fund. The limited partner therefore acquires two separate stakes in the company/asset: one indirectly through the fund and one directly in the company/asset.
Fund of FundsInvests its capital in a number of limited partnerships.
Joint Venture An arrangement where two or more parties agree to pool their resources for investment in a specific asset or company.
Listed FundA fund that is publicly traded on a stock exchange and invests in assets or companies. This includes master limited partnerships (MLPs).
Open-Ended FundA fund with no finite life that allows the continuous entry and exit of investors and typically engages in ongoing investment purchase and sale activities.
Separate AccountCustomized investment accounts held with a fund manager that are financed by one institutional investor. The fund manager makes multiple investments from the account to meet the strategic and other portfolio management needs of the institutional investor.
Unlisted FundA fund that is not listed on a stock market.

Legal structures

ABAktiebolag. A Swedish stock company. Privately-held ABs must have capital of at least SEK 100,000 upon incorporation.
ASAAllmennaksjeselskap. The Norwegian term for a public limited company.
BVBesloten Vennootschap. The Dutch term for a private limited liability company.
CERPIsLong-term investment vehicles for infrastructure and energy projects in Mexico and are listed on the BMV and BIVA stock exchanges.
CKDCertificados de Capital de Desarrollo or Certificates of Capital Development are legal structures granting investors access to private equity, real estate, and infrastructure investments within Mexico.
CVCommanditaire Vennootschap. A Dutch limited partnership.
FCPFonds Commun de Placement. A co-proprietorship whose joint owners are only liable up to the amount they have contributed and whose rights are represented by units. An FCP does not have legal personality and requires a Luxembourg-based management company.
FILFondo de Inversión Libre. A Spanish investment fund.
GKGodo Kaisha. A Japanese structure; similar to a limited liability company.
GmbHGesellschaft mit beschränkter Haftung. Translates as Company with Limited Liability. The structure exists in Germany, Austria and Switzerland. In Germany the company is incorporated, but not publicly traded, and must have at least two partners. In Austria there must be at least two founding shareholders.
ImmobilienfondA German open-ended fund. Generally established for retail investors, there are various limitations imposed on the nature and geographic location of investments.
Incorporated (Inc.)A legal entity where the ownership has been arranged into shares. A shareholder has no responsibilities to the company and the potential losses of the shareholder are limited to the value of the stock turning to zero in the case of a bankruptcy.
KYKommandiittiyhtiö. A Finnish limited partnership.
Limited Partnership A form of partnership consisting of both GPs and LPs. GPs have authority as agents of the firm to bind all the other partners in contracts.
LLCLimited Liability Company. A US structure in which shareholders have limited liability for the actions of the company/fund.
NVNaamloze Vennootschap. A Dutch public open stock company.
PLCPublic Limited Company. PLCs are limited companies in the UK and Ireland that are allowed to sell their shares to the public.
Private REITPrivate Real Estate Investment Trust. A REIT that is not registered with the Securities and Exchange Commission (SEC) or traded on a national exchange.
Property Unit TrustA collective investment scheme in property which invests in a portfolio of investment-grade properties that is held for its rental income and capital appreciation.
Public REITA Real Estate Investment Trust that files with the Securities and Exchange Commission (SEC) and whose shares trade on national stock exchanges.
SARLSociété à responsabilité limitée. A company whose liability is limited to the contributions of its civil aspects, formed by two classes of shareholders, (i) the GP(s) with unlimited, joint and several liabilities, and (ii) the limited shareholders with limited liability.
SICAFSociété d’Investissement à Capital Fixe. An investment company with fixed capital. It is subject to formalities when changes are made to its capital.
SICARSociété d’investissement en capital à risque. A Luxembourg structure designed to facilitate the raising of funds and to allow investment in risk-bearing capital.
SICAVSociété d’Investissement à Capital Variable. An investment company whose capital is always equal to its net assets.
SIFSociété de Participations Financières. A Luxembourg-branded investment vehicle for sophisticated investors. Can be structured as a common fund (FCP) or investment company (SICAV or SICAF).
SpecialfondsGerman Special Funds or Spezial-Sondervermögen. These are funds managed by Germany-based investment management companies for institutional investors.
Unlisted REITA publicly registered, non-traded Real Estate Investment Trust. It files with the Securities and Exchange Commission (SEC), but is not traded on a national exchange.
YKYugen Kaisha. A Japanese vehicle often held by a Cayman SPV.

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