In a recent development, the CSSF has issued Circular 23/839, amending circular CSSF 21/789 concerning, inter alia, the self-assessment questionnaire to be submitted annually by investment fund managers and rules concerning the management letter (as amended the “Circular”). The Circular specifically addresses investment fund managers (“IFMs”) governed by Luxembourg laws and parties involved in the operation and control of these entities.
Scope and objective of the revised circular
The Circular defines practical rules regarding the annual preparation and submission of specific documents by IFMs and their approved statutory auditors (réviseurs d'entreprises agréés – “REA”). Notably, the Circular:
- sets out an obligation for IFMs to submit a self-assessment questionnaire annually and the practical rules associated with it; and
- sets out rules on the engagement of the REA, the statutory audit of IFMs, the management letter and the separate report to be completed by the REA.
Changes in the spontaneous information transmission by IFMs to the CSSF
Initially, the Circular detailed information to be spontaneously provided by IFMs to the CSSF if the REA issued a modified audit opinion during the statutory audit of an IFM's annual report. The section detailing spontaneous information transmission by IFMs to the CSSF in the event of a modified audit opinion by the REA has been deleted.
Key revisions
The circular CSSF 21/789 previously stated that its provisions did not apply to management companies under Article 125-1 of Chapter 16 of the UCI Law. It is now clarified that Points 4.1 and 4.2 of the Circular concerning the statutory audit of an IFM and the management letter, do apply to these management companies.
It is also expressly clarified that the Circular repeals circulars CSSF 18/698 and 19/708 concerning the procedures for transmitting the management letter.
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