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In the market for private equity alternative investment funds, it is - for various reasons - common practice to obtain commitments from investors at first, subsequent and/or final closing of the fund, whereby investors commit to invest a certain amount of funds in the private equity fund. The commitment is a binding agreement which is enforceable. The investors will generally not distribute the full corresponding amount to the fund at a relevant closing date. Rather, the fund manager will make capital calls to fund an investment as soon as it has identified a target portfolio company in which the fund will invest. In some cases, investors may commit to invest EUR 100 000 in the private equity fund. The first capital call may be less than such amount. In some cases, the total commitment may not be called in full. For purposes of Article 1(4)(d) Prospectus Regulation, which refers to the 'acquisition' of securities, would such initial commitment be sufficient to be able to rely on the exclusion from the requirement to publish an approved prospectus?

Can an ELTIF acquire equity or debt instruments issued by another collective investment scheme (CIS) or grant loans to another CIS, i.e. can CISs qualify as qualifying portfolio undertaking as referred to in points a), b) and c) of Article 10(1) of the ELTIF Regulation? If yes, would the conditions set under article 11 or under article 10(1)d) apply? And would the look-through approach referred to in Article 10(2) of the ELTIF Regulation apply in this case, in particular for debt instruments referred to in Article 10(1)(b) of that Regulation issued by CIS, if CIS can qualify as “qualifying portfolio undertaking as referred to in Article 11?

A) Article 19(1b) of the Prospectus Regulation states that issuers may incorporate new annual or interim financial information by reference in their base prospectus. For base prospectus consisting of separate documents, should this annual or interim financial information be incorporated in the registration document?

B) If Article 19(1b) only applies to base prospectuses, what is the consequence for an RD used in a standalone tripartite prospectus which states that future financial information will be incorporated by reference?

C) Can future financial information still be ‘automatically’ incorporated by reference after the validity of the RD has expired but within the validity period of the tripartite base prospectus?

How does future incorporation by reference interact with the general requirement to produce a supplement under Article 23 of the Prospectus Regulation?

Information that is incorporated pursuant to Article 19(1b) of the Prospectus Regulation will not have been considered by an NCA during the prospectus scrutiny and approval process. How will that interact with the NCA’s approval statement which will be included in the base prospectus at the time of approval?