Approval process for amendments to an existing SIF

This approval process only comprises the approval of any amendment to an existing SIF (i.e. registered on the official list) or of any amendment to one or several of its sub-fund(s).

 

The approval process for SIFs which are not yet registered on the list must follow another specific process available in the menu.

 

Important disclaimer:

Any time limits for feedback set out in the description of the approval process below shall be understood as a general indication of time limits that the CSSF seeks to meet in the handling of an application file of average complexity. Under no circumstances shall those general indications be understood as a guarantee in relation to a specific file or request. Although the CSSF will use its best efforts to meet the indicated time lines to give its feedback or comments to the applicant, it shall be noted that time limits may vary depending on the content and quality of the information and documents submitted. Applicants are advised to consider any indications on feedback time lines as non binding and thus not suitable to build investment or marketing plans for a specific file on these general indications.

 

A non-exhaustive list of examples of amendments falling under this procedure:

  • Change of management regulations/articles of incorporation
  • Change of the registered address of the investment company
  • Corporate actions (e.g. merger, liquidation, spin-off, ...)
  • Change in governance of an investment company (board members, conducting persons, others)
  • Deletion of (a) sub-fund(s)
  • Change of denomination of a fund and/or sub-fund(s)
  • Change of investment policy/investment restrictions of a fund and/or sub-fund(s)
  • Change in the characteristics of the fund and/or sub-funds (consolidation currency, sub-fund currency, type of share classes, ...)
  • Change of rules in respect of subscriptions or redemptions
  • Change of the management company of a fund
  • Change of the AIFM
  • Change of a service provider/agent (domiciliation agent, depositary bank, central administration, asset managers, independent valuer, paying agent, distributors, authorised statutory auditor, ...)

The approval process of the CSSF to amend an existing Luxembourg SIF follows a 4-step approach.

 

1. Initial submission of the request for approval of amendments

The applicant must provide the CSSF with any relevant information for the examination of the request in the form of a detailed letter in free-format. Because of the variety of possible amendments, and, hence, the variety of information that change accordingly, no questionnaire is currently available for the collection of the relevant information.

 

The detailed explanatory letter including the amendments to be approved and the appended documents must be submitted in one pile:

 

via e-file (a secured and tailored tool to exchange with the CSSF — further information is available on the right)

or

via e-mail to amendments.uci@cssf.lu

 

Applicants are advised to file an application only once all constituents of the amendment project are fully fixed and stable. The transmission of incomplete files may delay the instruction of the file and cause unexpected delays in the process. 

 

2. Acknowledge of receipt of the amendment file

The CSSF will acknowledge receipt of the file within 2 working days and provide the name of the responsible officer in charge of the examination of the amendment file by means of:

 

an automated reply message from e-file (if this feature has been activated by the user, otherwise the information is viewable in the tool)

or

an email at the address of the contact person provided in the request for approval.

 

3. Transmission of comments and possibly further requests of information after initial examination

The CSSF seeks to contact the applicant (or contact person designated in the application) within 10 working days after receiving the application file for feedback. The contact person may be asked to provide further information and/or supportive documents, or to explain specific considerations of the application.

 

Complementary information or documents must be submitted through the communication channel used in step 1.

 

This step may be subject to reiteration until satisfactory completion of the examination phase.

 

In case the applicant faces difficulties to provide further information on specific considerations of the application and does not provide the information requested by the CSSF within a reasonable time limit not exceeding 3 months, the CSSF will contact the applicant to ask if the application is to be continued or withdrawn.

  

4. Record of the amendments after entry into force

Formal record of the amendments is dependent on the provision of all compulsory documents in a final version without alteration from the latest draft versions as agreed upon and retained in step 3. Prospectuses have to be submitted according to the terms of Circular CSSF 08/371. The management regulations, articles of incorporation and agreements have to be submitted in signed form.

 

In parallel, the CSSF will issue the accreditation letter, register the documentation received and return an updated visa-stamped version of the full prospectus within 5 working days after the date of receipt by the CSSF.

 

For any specific questions or issue in relation to a case under examination, please proceed as explained further under "Contact the department "Supervision of AIFMs, AIFs, SIFs and SICARs"".