31 October 2012
Press release

UCI and promoter

Press release 12/45

On 24 October 2012, the CSSF published Circular CSSF 12/546 (the “Circular”) on the authorisation and organisation of the Luxembourg management companies subject to Chapter 15 of the Law of 17 December 2010 relating to undertakings for collective investment (the “2010 Law”), as well as to investment companies which have not designated a management company within the meaning of Article 27 of the 2010 Law (hereafter “SIAG”).

The CSSF considers that the concept of promoter is no longer necessary for UCITS having taken the form of a SIAG or having designated a management company where these meet the requirements of the Circular. Indeed, the objective of maintaining a high level of investor protection is fulfilled by the fact that the requirements of the Circular are met.

Thus, the CSSF adopts the following approach with respect to Luxembourg UCITS:

I. Fonds commun de placement and investment firm with a management company subject to Chapter 15 of the 2010 Law

Every management company subject to Chapter 15 of the 2010 Law existing at the time of the entry into force of the Circular has until 30 June 2013 at the latest to comply with the requirements of the Circular. It must submit to the CSSF, until 15 April 2013 at the latest, a file containing the information allowing the CSSF to check its compliance with the Circular by 30 June 2013.

Management companies that manage one or more UCITS the promoter of which wishes to formally terminate its promoter status before 30 June 2013 must submit to the CSSF a file containing the information demonstrating their compliance with the Circular. After 30 June, such formal termination will no longer be necessary, the high level of investor protection being achieved through the compliance with the provisions of the Circular.

The CSSF will analyse whether the management company of the UCITS concerned meets the requirements of the Circular.

If the CSSF concludes that the management company of the UCITS complies with the Circular, it will so inform the management company. From the date of this compliance notice, the UCITS managed by this management company are no longer bound by the concept of promoter.

Any new UCITS whose date of authorisation falls between the publication date of the Circular (i.e. 24 October 2012) and 1 July 2013 must either designate a management company subject to Chapter 15 of the 2010 Law which meets the requirements of the Circular, or have a promoter according to the usual terms.

II. SIAG

For SIAGs the approach described in point I. above applies mutatis mutandis.

III. UCI subject to Part II of the 2010 Law

For self-managed SICAVs subject to Part II of the 2010 Law and for FCPs and SICAVs subject to Part II of the 2010 Law managed by a management company subject to Chapter 16 of the 2010 Law, the requirements as regards the promoter remain applicable according to the usual terms.

For FCPs and SICAVs subject to Part II of the 2010 Law managed by a management company subject to Chapter 15 of that Law, the approach described in point I. above applies mutatis mutandis.

The situation of these UCIs will be revised after the transposition into Luxembourg law of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers.