Background
Directive 2009/65/EC of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (“UCITS”) as amended (the "UCITS Directive”), as well as Directive 2011/61/EU of 8 June 2011 on Alternative Investment Fund Managers (“AIFM” and the “AIFM Directive”) prescribe notification procedures, for UCITS and for AIFMs respectively, intending to market their shares or shares of the alternative investment funds (“AIF”) that they are managing, in a European Union (“EU”) Member State (“Member State”) other than the State they are registered in (or in their home State for the AIFMs).
The UCITS Directive and the AIFM Directive were amended by Directive (EU) 2019/1160 with regard to cross-border distribution of collective investment undertakings (the “CBDF Directive”). The CBDF Directive introduced, among others, an additional procedure to de-notify UCITS and AIF sub-funds (and UCITS share classes). The CBDF Directive also specified conditions for pre-marketing by AIFMs.
Aim and Scope of the Circular
The purpose of Circular 22/810 is to inform Luxembourg UCITs and AIFMs that notification and de-notification procedures for pre-marketing and cross-border marketing will progressively be made available in the eDesk Portal (https://edesk.apps.cssf.lu/edesk-dashboard/dashboard/getstarted).
The CSSF will inform entities falling under the provisions of CSSF Circular 22/810 (which includes, UCITS, AIFMs, managers of EUVECAs and EUSEFs), by means of a separate communiqué, of the procedures available in the eDesk Portal.
Application
In this regard the CSSF issued a press release on 20 June 2022 informing the following entities that they must comply with the marketing notification and de-notification procedures, including any updates, via the E-Desk as and from 1 July 2022.
a. Luxembourg AIFMs wishing to:
- notify arrangements or de-notify arrangements made for marketing in Luxembourg of units or shares of an EU AIF that they manage;
b. Luxembourg AIFMs wishing to:
- notify arrangements or de-notify arrangements made for marketing in another Member State of units or shares of an EU AIF that they manage;
c. Managers of Luxembourg EuVECAs or EuSEFs wishing to market in Luxembourg or another Member State.
The AIFMs mentioned under point a. and b. also include Luxembourg AIFMs of European long-term investment funds (“ELTIFs”) that wish to (de-) notify arrangements for marketing of units or shares of ELTIFs.
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