Background
On 16 March 2023, the CSSF updated its Frequently Asked Questions (the “FAQs”) in relation to the rules regarding cross-border distribution of collective investment undertakings (as introduced into the Luxembourg laws of 17 December 2010 (“UCI Law”) and of 12 July 2013 (the “AIFM Law”)).
Updated FAQs on UCITS
The CSSF provides the following main clarifications:
- the CSSF is of the opinion that Article 54-1 of UCI Law, which sets out the conditions pursuant to which a de-notification can be done, does not apply (although a de-notification letter still needs to be submitted for:
- a non-voluntary de-notification of marketing arrangements of a UCITS share class or sub-fund in case of a life-cycle event, i.e. in case of a termination, liquidation, merger or at the end of a limited term of such share class or sub-fund, or
- a voluntary de-notification if no investors residing in the host Member State are invested in the relevant share class or sub-fund at the time of de-notification in such Member State;
- the CSSF provided an electronic link to the the two types of de-notification letter available: de-notification letter UCITS share class and de-notification letter UCITS compartment.
Updated FAQs on AIFM
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Notification procedure
The CSSF clarified that for pre-marketing notifications, the Luxembourg AIFM/ Luxembourg European Venture Capital Fund (“EuVECA”) Manager and Luxembourg European social entrepreneurship funds (“EuSEF”) Manager is required to submit a pre-marketing request via the CSSF eDesk portal. The CSSF specified that the information on how to access the eDesk portal is available on the CSSF website.
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De-notification for AIFs
The CSSF specified that in the case of a de-notification, emails are no longer accepted by the CSSF. The AIFM needs to submit a de-notification letter to the CSSF via the eDesk Cross-border Marketing Notifications Tool which requires a Luxtrust authentication product.
The CSSF also gave additional information on the elements to be taken into account after submitting a de-notification request via eDesk and a link to the template de-notification letter.
As for UCITS, the CSSF clarified that that Article 29-1 and respectively Article 30-1 of AIFM Law do not apply (although a de-notification letter still needs to be submitted) for:
- a non-voluntary de-notification of marketing arrangements of a sub-fund in case of a life-cycle event, i.e. in case of a termination, liquidation, merger, replacement of the AIFM or at the end of a limited term of such sub-fund, or
- a voluntary de-notification if no investors residing in Luxembourg or in the relevant host Member State are invested in the relevant sub-fund at the time of de-notification in such Member State. In such case, a comment should be added in the de-notification letter under the section additional information which states that no investors are left and thus cannot be contacted.
The CSSF further clarified that the end of a capital raising period in case of closed-ended funds is not a life-cycle event.
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