Mezzanine in Global

US private funds are commonly Delaware limited partnerships, LLCs or Series LLCs, most often relying on the Section 3(c)(1) or 3(c)(7) exclusions from the Investment Company Act of 1940. Managers are registered with the SEC as Investment Advisers or file as Exempt Reporting Advisers under the Investment Advisers Act of 1940, with SBICs licensed separately by the SBA.

Canadian private funds are commonly Ontario, Québec or BC limited partnerships, with managers registered as Investment Fund Manager, Portfolio Manager or Exempt Market Dealer under National Instrument 31-103, and offerings distributed under the accredited-investor and other prospectus exemptions in National Instrument 45-106.

Cayman closed-ended private funds are typically Exempted Limited Partnerships registered under the Private Funds Act, with SPCs, LLCs and unit trusts also used for segregated or hybrid structures. All are supervised by CIMA with mandatory annual audit, AML officer appointments and FATCA/CRS reporting.

Brazilian private capital typically uses Fundos de Investimento em Participações (FIP) governed by CVM Resolução 175, with monthly CDA portfolio reporting, Anbima best-practice compliance, and PLD/FT programme oversight.

Mexican private capital is typically structured as CKDs or CERPIs listed on the BMV under CNBV supervision, or as FICAP trust vehicles, most often with a parallel Cayman ELP feeder for international capital.

Chilean private capital is typically structured as a Fondo de Inversión Privado (FIP) or a public fund under Ley 20.712 (Ley Única de Fondos), supervised by the CMF, with a Cayman feeder for international investors.

Colombian private capital typically uses Fondos de Capital Privado (FCP) governed by Decreto 2555 de 2010, administered by a Sociedad Administradora authorised by the SFC, with a Cayman feeder for international capital.

UK private funds are typically English or Scottish limited partnerships (often with PFLP designation) under the Limited Partnerships Act 1907, with ACS, OEIC and EIS/SEIS wrappers used for specific investor bases. Managers are authorised by the FCA under FSMA and, where applicable, AIFMD.

Luxembourg private funds are typically RAIFs, SIFs or SICAVs wrapped as SCSp partnerships, managed by an authorised or registered AIFM subject to CSSF supervision, with UCITS available for regulated cross-border retail distribution.

German private funds operate under the Kapitalanlagegesetzbuch (KAGB), with managers registered or authorised as Alternative Investment Fund Managers by BaFin.

French private funds commonly take the form of FPCI, SLP or FCPR vehicles, managed by a société de gestion authorised or registered with the AMF.

Polish private funds are typically ASI vehicles under the Ustawa o funduszach inwestycyjnych, with managers registered as ZASI and reporting AIFMD Annex IV to the KNF.

Singapore private funds are commonly Variable Capital Companies, Singapore limited partnerships or MAS-authorised or restricted collective investment schemes, with the manager licensed by MAS as an LFMC or registered as an RFMC. Onshore family office funds frequently use the Section 13O regime under the Income Tax Act 1947.

Australian private capital uses VCLP, ESVCLP or VILP partnerships registered under the Venture Capital Act 2002, CCIVs under the 2022 CCIV framework, or unit trusts operated as Managed Investment Schemes supervised by ASIC. Fund managers of wholesale MIS and CCIVs typically hold an AFSL from ASIC, with MIT and AMIT elections available for eligible trusts.

New Zealand private funds are typically NZ Limited Partnerships under the Limited Partnerships Act 2008, or Managed Investment Schemes (including KiwiSaver and wholesale funds) licensed by the FMA under the Financial Markets Conduct Act 2013.

Hong Kong private funds are commonly structured as LPFs under Cap. 637, OFCs under Part IVA of Cap. 571, or SFC-authorised unit trusts, with the manager holding an SFC Type 9 asset management licence under the Securities and Futures Ordinance.

Japanese private funds commonly use Investment Limited Partnerships (LPS), GK-TK structures, TMKs or Investment Trusts, with the manager registered under the Financial Instruments and Exchange Act as Type II Financial Instruments Business or Investment Management Business and supervised by the FSA.

Irish private funds are commonly structured as ICAVs or Investment Limited Partnerships marketed as QIAIFs, with the AIFM authorised by the Central Bank of Ireland under the Irish AIFMD implementation.

Dutch private funds commonly use CV or FGR wrappers with the manager licensed or registered as an AIFM under the Wet op het financieel toezicht, supervised by the AFM with prudential oversight from DNB.

Spanish private capital vehicles are typically FCR or SCR entities regulated under Ley 22/2014, with the management company authorised by the CNMV as an SGEIC.

Italian private funds are typically closed-ended FIAs under the Testo Unico della Finanza (D.Lgs. 58/1998), managed by an SGR authorised by Banca d'Italia with conduct oversight by CONSOB.

Swedish private funds commonly use kommanditbolag structures with the manager authorised or registered under Lag (2013:561) om förvaltare av alternativa investeringsfonder, supervised by Finansinspektionen.