Approval process for amendments to an existing investment fund

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


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

  • change of management regulations/articles of incorporation,
  • change of the registered address,
  • corporate actions (e.g. merger, liquidation, spin-off, etc.),
  • 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, etc.),
  • change of rules in respect of subscriptions or redemptions,
  • change of the management company or of the alternative investment fund manager of a fund,
  • change of a service provider/an agent (domiciliation agent, depositary bank, central administration, asset manager, independent valuer, paying agent, distributors, external auditor, etc.).

1. Submission of the request and acknowledgement of receipt

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 on the CSSF website for the collection of the relevant information.

 
Any request file and appended documents must be submitted in one pile:

  • via e-file (a secured and tailored tool to exchange information with the CSSF - further information is available on the right) or
  • via email to amendments.uci@cssf.lu.

Applicants are advised to file an application only once all constituents of the project are fully fixed and stable. The transmission of a partial (incomplete) application may prevent the start of the approval process and cause unexpected delays.


The CSSF will acknowledge receipt of the application file within 2 working days and provide the name of the responsible officer in charge of the examination of the application 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 application questionnaire.

2. Exchange of comments

The CSSF seeks to contact the applicant (request for further information and/or supportive documents, supplementary confirmations, precisions on some aspects of the request, ...) within 10 working days after receiving an application with average complexity and extent.


Complementary information or documents must be submitted through the communication channel used in step 1. The exchange of comments 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 1 month for a UCITS and 2 months for a UCI, a SIF or a SICAR, the CSSF will contact the applicant to ask whether the application is to be continued or withdrawn.


3. End of examination

In case of a positive decision from the CSSF, and only if the examination of the request of amendments is carried out upon documents in draft versions, the CSSF will orally inform the applicant about the completion of the examination phase of the application and call for all documents in final version required to finalise the process.


Where subject to a change following the amendments, management regulations, articles of incorporation and agreements have to be submitted in signed form. For UCITS, UCI and SIF, the prospectus updated with the amendments has to be submitted according to the terms of Circular CSSF 19/708. For SICAR, at least 3 copies of the offering document have to be submitted in paper version.


4. Approval of amendments

The attestation of the approval of amendments is issued only after receipt of all compulsory documents in final version and without alteration from the last versions examined in phase 2.


Where applicable, the CSSF issues an official accreditation letter sent electronically by email and/or sends back the visa stamped prospectus / offering document. This is made via e-file within 5 working days after reception by the CSSF for UCITS, UCI and SIF (electronical visa), and via physical mail for the SICAR (manual visa).


If you need to contact the head of the division or the CSSF officer in connection with the application under review, you should refer to the instructions under "Contact the department".