Approval process for amendments to an existing UCITS

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

 

The approval process for UCITS 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
  • 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 of a fund
  • Change of a service provider/an agent (domiciliation agent, depositary bank, central administration, asset managers, independent valuer, paying agent, distributors, external auditor, etc.)

The approval process of the CSSF to amend an existing Luxembourg undertaking for collective investment follows a 4-step approach.

 

1. Initial submission of the request for approval of amendments

Any request file and 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

 

The amendment file should contain at least a detailed explanatory letter of the contemplated amendment(s), any CSSF identifier of the existing undertaking or sub-fund(s) subject to amendments, any supportive document of the amendments, any notices to the investors, a new marked-up version of the prospectuses, management regulations, articles of incorporation and contracts where applicable.

 

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

 

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 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. Advice of the 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 3.

 

The prospectus updated with the amendments has to be submitted according to the terms of Circular CSSF 08/371 for visa stamp within 5 working days after submission.

 

Where subject to a change following the amendments, management regulations, articles of incorporation and agreements have to be submitted in signed form.

 

 

In case the examination of the request of amendments is carried out upon documents in draft versions, the CSSF will  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.

 

For any specific questions or issues in relation to a case under examination, please proceed as explained further under "Contact the department "Authorisation and supervision of UCITS".