Reports of investment funds foreseen by Circular CSSF 21/790 – additional clarifications for their completion/submission

On 31 March 2022, the CSSF issued a communiqué to inform that, as from that date, the reports introduced by Circular CSSF 21/790, namely the self-assessment questionnaire (“SAQ”), the separate report (“SR”) and the management letter (“ML”) (together the “reports”), which are applicable to UCITS, UCIs subject to Part II of the Law of 17 December 2010 (UCIs Part II), Specialised Investment Funds (SIFs) and Investment Companies in Risk Capital (SICARs) (together the “regulated UCIs”), are available in the Collective Investment Sector Reporting Tool (“CISERO”) module on the CSSF eDesk platform. The publication further mentioned that, as of that date, the SAQ, the SR (only for UCITS and UCIs part II) and the ML for regulated UCIs with a financial year ending between 30 June 2022 and 30 November 2022 would be at first available in that module.

The purpose of this communication is to provide further clarifications to regulated UCIs and the entities involved in their functioning (e.g. investment fund managers, other service providers) in relation to the organisation of the operational processes to be carried out in the CISERO module for the completion of the SAQ and the submission of the reports applicable to those regulated UCIs to the CSSF.

Before addressing those modalities, this communication reminds the responsibilities of the dirigeants of the regulated UCIs (the “dirigeants”), as referred to in the applicable sectorial laws, in relation to the reports and confirms that regulated UCIs can rely on the support of service providers (e.g. investment fund managers, other service providers) for the completion and/or the submission to the CSSF of the reports.

In accordance with section 2.1. of the CSSF Circular 21/790, the dirigeants are responsible for the content of the SAQ and, for that purpose, they have to put in place adequate organisational processes at the level of the regulated UCIs that provide for the proper completion of the SAQ and its due submission to the CSSF. Furthermore, in accordance with sections 3.2. and 3.3. of that circular, the dirigeants are responsible for the submission, within the specified deadlines, of the SR and the ML to the CSSF, once these reports have been validated by the approved statutory auditor (the “auditor”) in the CISERO module.

It is important to mention that the dirigeants can rely, by means of duly formalised arrangements (e.g. written Board resolutions, contractual agreements), on the support of service providers (e.g. investment fund manager, other service providers) for (i) gathering all the necessary information / data and filling in the SAQ and (ii) submitting the completed SAQ as well as the SR and the ML prepared by the auditor to the CSSF. Alternatively, the dirigeants can choose to perform on their own the completion of the SAQ and/or the submission of the reports.

Regardless of the operational model chosen by the dirigeants, they have in any case to perform a formalised review and validation of the content of the SAQ before its submission to the CSSF.

Following the general principles outlined above and depending on the organisation of the regulated UCIs, the dirigeants have different options available for the organisation of the operational processes to be carried out in the CISERO module for the completion of the SAQ and the submission of the reports to the CSSF. In any case, the dirigeants remain ultimately responsible for the content of the SAQ.

More particularly, these different options are notably:

1. For regulated UCIs (taking the form of a common fund or under the corporate form) having appointed a management company/alternative investment fund manager (“AIFM”), the authorised user(s), as further explained in section 3 hereafter, of the management company/AIFM have now an automatic access to the applicable reports of the regulated UCIs managed (under the « FUND » tab of their CISERO dashboard).

This automatic access is available for the following management companies / AIFM (hereafter “IFM”):

• management companies subject to chapter 15 of the Law of 17 December 2010 (UCI Law);
• management companies subject to chapter 16 of the UCI Law;
• AIFMs subject to the Law of 12 July 2013 (AIFM Law), including both AIFMs authorised under article 5 of the AIFM Law (authorised AIFMs) and AIFMs under article 3 of the AIFM Law (registered AIFMs);
• management companies or AIFMs located in another country managing on a cross-border basis a regulated UCI.

This automatic access for the regulated UCIs having appointed an IFM was implemented in the CISERO module on 6 July 2022.

As a result, the authorised user(s) of these IFMs have the ability to complete the SAQ of the regulated UCIs in the CISERO module. Furthermore, the authorised user(s) of the IFM, with the specific role designated in the CSSF eDesk platform by the terms “Board member” or “Conducting Officer”, could also submit the reports to the CSSF.

The dirigeants of the regulated UCIs, which have appointed an IFM, can however still decide to perform themselves the completion of the SAQ and/or the submission of the reports, in accordance with the options set out hereafter under 2.a) and 2.b).

2. For the regulated UCIs which have not appointed an investment fund manager as outlined above, the dirigeants have the following two options:

a) the dirigeants perform on their own both the completion of the SAQ in the CISERO module (based also on information / data gathered from the service providers (e.g. central administration, other service providers) and the submission of the reports to the CSSF, without any support by service providers; or

b) the dirigeants rely for the completion of the SAQ in the CISERO module and/or the submission of the reports to the CSSF on a service provider (e.g. IFM, central administration, other service providers).

Under both options (2.a) and 2.b)), the dirigeants and/or the designated authorised users(s) of the service provider(s) must have the necessary authorisations in eDesk, as further explained in section 3 hereafter.

Point of attention

The CSSF would like to remind that the auditor of the regulated UCI only has access to the SR and the ML of the regulated UCI once the field “Auditor” set out in the section “General information” – “Information of the entity” has been duly filled in by the authorised user(s) (e.g. investment fund manager, regulated UCI, other service provider) in the CISERO module. This field must be filled in as soon as possible once the reports have been made available in the CISERO module on the CSSF eDesk platform.

In case the appointed IFM, as referred to under point 1 of section II above, performs the operational processes on behalf of the regulated UCIs (i.e. completion of the SAQ and/or completion of the reports to the CSSF), the user access rights and specific roles (“Board member” or “Conducting Officer”) assigned at the level of the IFM allow that IFM to perform those processes in the CISERO module.

In case the dirigeants adopt the options set out under points 2.a) or 2.b) of section II for the completion of the SAQ and the submission of the reports to the CSSF, the following main steps are to be followed for providing an access in the CISERO module to the reports applicable to a regulated UCI:

– The “advanced user(s)” designated at the level of the regulated UCI or of another service provider for managing the access rights relating to the reports applicable to the regulated UCI must provide the CSSF with the mandatory documents as foreseen in the eDesk Authentication User Guide, including a formal mandate from the dirigeants of the regulated UCI.

– Once the CSSF has formally accepted the “advanced user(s)”, the advanced user(s) is able to perform the following tasks:

• give the designated user(s) an access to the regulated UCI in the CISERO module for enabling to complete the SAQ of that regulated UCI;
• specify among the aforementioned user(s) the user(s) which are entitled to the specific role of “Board member” for granting this user(s) the authorisation (besides the completion of the SAQ) to submit the reports to the CSSF.

More information regarding the access rights is available on the eDesk Authentication User Guide.

Please note that access to the reports is made through a secured connection module after being authenticated with a Luxtrust certificate.

Any question relating to the Circular CSSF 21/790 or the functioning of the new “Collective Investment Sector Reporting Tool” should be addressed to cisero@cssf.lu.