Marketing of shares/units of UCITS
Directive 2009/65/EC of the European Parliament and the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (“the UCITS Directive”) provides and defines the legal framework for the notification procedure for UCITS proposing to market their units in a Member State, or country in the European Economic Area (“EEA”), other than their home Member State.
Marketing of units/shares of a Luxembourg UCITS in the EU
In accordance with Article 54 of the Law of 17 December 2010 relating to undertakings for collective investment (“2010 Law”), which transposed into Luxembourg law the related provisions of the UCITS Directive, the notification by a Luxembourg-based UCITS to the competent authority of a host Member State is to be completed via the CSSF by means of a notification file that the Luxembourg-based UCITS has to submit to the CSSF.
The Luxembourg-based UCITS shall first transmit a notification file to the CSSF. The notification file must include a standardised notification letter, information on the arrangements made for marketing the UCITS in the host Member State as well as the latest versions of all documents specified in Articles 54(1) and (2) of the 2010 Law.
The details on the practical specifications in relation to the notification procedure are described in Circular CSSF 11/509 and its appendices. A Luxembourg-based UCITS should make itself familiar with the aforementioned documents in order to take into account the practical guidelines and all the technical specifications to be followed for submitting the notification file to the CSSF, the documents to be included in the notification file and the treatment of the notification file.
The CSSF also recommends to the UCITS to consult the internet sites of the competent authorities of the host Member States for information regarding the laws, regulations and administrative provisions, which are specifically relevant to the arrangements made for the marketing of units of UCITS in the host Member States.
In accordance with Article 54(4) of the 2010 Law, in the event of a change in the information regarding the arrangements made for marketing communicated in the notification letter in accordance with paragraph 1, or a change regarding unit classes to be marketed, the UCITS shall give written notice thereof to the competent authorities of the host Member State before implementing the change. For further details regarding any update, please see the section “Information change and update regarding arrangements made for EU UCITS which markets shares/units in Luxembourg” which can be found below.
Each Luxembourg-based UCITS, including sub-funds, is assigned a CSSF identifier, which is used as a reference for the documents included in the notification file. The CSSF maintains an active database containing the aforementioned identifiers. A downloadable version is available here downloadable identifier file. In the event that a Luxembourg-based UCITS or a sub-fund is missing from the list, the remitting party shall contact the CSSF before transmitting a notification file by sending an e-mail to: firstname.lastname@example.org
Any inquiries regarding the ongoing notification requests of a Luxembourg UCITS, which is intended to be marketed in the EU, can be submitted to the following address: email@example.com.
Laws, regulations and directives
Marketing of units/shares of an EU UCITS in Luxembourg
If a UCITS established in another Member state intends to market units/shares in Luxembourg, the UCITS must ensure that the CSSF receives the documentation referred to in paragraphs (1) and (2) of Article 93 of the UCITS Directive as well as an attestation that the UCITS fulfils the conditions imposed by the UCITS Directive from the competent authorities of the home Member States. The initial notification requests are transmitted directly to the CSSF by the authority of the home Member State of the UCITS. The UCITS is obliged to distribute the aforementioned documentation either in French, German, English or Luxembourgish and include all the necessary information that has to be provided to investors in the EU Member State in which it is situated. The UCITS shall take the necessary measures in order to ensure that the information which it is obliged to provide, is made available to unit-holders in Luxembourg.
In this context, a document called “Addendum for Luxembourg investors” has to be provided with the initial notification request. In essence, the “addendum” should be a public document addressed to the Luxembourgish investors and should be consulted in conjunction with the UCITS prospectus. This document needs to have a set date and should mention the full address of the paying agent in addition to all the information related to the dividends received by the investors. It should mention the place where the investors may present subscription, redemption or conversion requests for units/shares of the UCITS.
Optionally, the aforementioned information may be included in the original prospectus. Nevertheless, it is essential and compulsory for both retail and institutional investors.
List of national rules for marketing of units/shares of a UCITS in Luxembourg and other specific national regulations related to the notification procedure
1) Member State: Luxembourg
2) Date of last update: 1 July 2011
3) Information for the notification letter to the attention of the CSSF:
The notification letter to the CSSF for the marketing of the fund units/shares in Luxembourg must provide the following information:
- The name and address of the paying agent in Luxembourg that may make dividend payments and payments in relation to subscription and redemption of units/shares of the UCITS in Luxembourg. The paying agent must be a credit institution established in Luxembourg according to Article 59 of the Law of 17 December 2010;
- The place where the investors may present subscription, redemption or conversion requests for units/shares of the UCITS;
- The place where Luxembourg investors may obtain the net asset values, issue and redemption prices, the latest prospectus, the latest financial reports, the fund rules/articles of incorporation and, as far as possible, access to the contracts arranged with the UCITS.
4) Language of the Document containing Key Investor Information (KIID) and other documents
The KIID and other documents, such as the addendum, must be submitted in one of the following languages: French, German, English or Luxembourgish.
Translations are deemed to be made under the responsibility of the UCITS and shall faithfully reflect the content of the original information.
5) Documented evidence of fees levied by the CSSF
No document needs to be provided in the notification file.
An invoice will be mailed by the CSSF to the applicant after receipt of the notification file. The various taxes levied by the CSSF to cover the handling costs of the notification and the registration costs of a UCITS for marketing its units/shares in Luxembourg are laid down in detail in the Grand-ducal Regulation of 21 December 2017 relating to the fees to be levied by the CSSF. The applicable fees can be found below pertaining to the initial notification and annual fees for a UCITS.
UCIs under foreign law
1. Examination fees
A single lump sum for each UCITS under an EU Member State’s law marketing its units/shares in Luxembourg, when the CSSF receives the documents referred to in Article 60(1) of the Law of 17 December 2010 from the competent authorities of the UCITS’ home Member State, for the examination of each authorisation request by a foreign undertaking for collective investment referred to in Article 100(1) of the above-mentioned law (“foreign UCI within the meaning of Article 100(1)”) as well as for the marketing in Luxembourg of each alternative investment fund under foreign law referred to in Article 100(2) of this law (“foreign AIF within the meaning of Article 100(2)”) according to the amount indicated in the table below:
|Traditional UCITS under EU law or traditional foreign UCI within the meaning of Article 100(1) or traditional foreign AIF within the meaning of Article 100(2)||2,650 euros|
|Umbrella UCITS under EU law or foreign umbrella AIFs within the meaning of Article 100(2)||5,000 euros|
2. Annual lump sums
An annual lump sum to be paid by each UCITS under EU Member State law, to be paid by each foreign UCI within the meaning of Article 100(1) of the Law of 17 December 2010 and to be paid by each foreign AIF within the meaning of Article 100(2) of that law according to the amount indicated in the table below:
|Annual lump sum|
|Traditional UCITS under EU law or traditional foreign AIFs within the meaning of Article 100(2)||2,650 euros|
|Umbrella UCITS under EU Member State law or foreign umbrella UCIs within the meaning of Article 100(1) or foreign AIFs within the meaning of Article 100(2)||5,000 euros|
Disclaimer: The full annual fee levied by the CSSF is still required to be paid even if an EU UCITS was registered or deregistered during the course of a calendar year. A pro rata temporis rate is not applicable in this case, even if the UCITS fund does not have access to the Luxembourgish market for the entire year.
6) Conditions and procedure on how to deregister a UCITS in case of an intention to cease the marketing of units/shares in Luxembourg
The CSSF has to be informed in the event of an EU UCITS ceasing its marketing. A detailed description can be found in the section “Deregistration of an EU UCITS marketing units/shares in Luxembourg” below.
7) Other issues
Provisions governing sales and distribution in Luxembourg
The provisions governing sales and distribution in Luxembourg are laid down in the following laws:
- Law of 23 December 2016 on sales and selling on pavement and on misleading and comparative advertising (only in French)
- Law of 8 April 2011 (coordinated version) concerning the implementation of a Consumer Code (only in French)
Provisions governing the payments to unit-holders, the repurchase or redemption of units and dissemination of information
In accordance with Article 59 of the Law of 17 December 2010, a UCITS established in another Member State which markets its units in Luxembourg shall appoint a credit institution to ensure that facilities are available in Luxembourg for making payments to unit-holders and repurchasing or redeeming units.
The UCITS shall take the measures necessary to ensure that the information, which it is obliged to provide, is made available to unit-holders in Luxembourg.
If a UCITS situated in another EU Member State markets its units in Luxembourg, it shall provide investors in Luxembourg with all information and documents that it is required to provide in its home Member State in accordance with Chapter IX of Directive 2009/65/EC. This must be done in either Luxembourgish, French, German or English.
Where a UCITS situated in a country which is a party to the Agreement in the European Economic Area other than a Member State of the European Union markets its units in Luxembourg, the provisions of articles 59 to 63 of the Law of 17 December 2010, as amended on undertakings for collective investment, are also applicable within the limits provided by that Agreement and the instruments relating thereto.
For any further inquiries, an e-mail can be send to: firstname.lastname@example.org
Information change and update regarding arrangements made for EU UCITS which market shares/units in Luxembourg
In the event of a change in the information regarding the arrangements made for marketing as communicated in the notification letter or a change regarding share classes to be marketed, the UCITS situated in another EU Member State of the European Union shall transmit a written notice thereof directly to the CSSF before implementing the change.
This notice may be transmitted either via the secured channels such as e-file by using the appropriate procedures specifically determined for that particular purpose, or by sending a written notice to the following address: NOTIF-OPCETRUPD@cssf.lu
Any transmission of such a notice, by using an e-file procedure other than the one specifically determined for that purpose or by sending an email to an address other than NOTIF-OPCETRUPD@cssf.lu, will be considered as null and void.
Deregistration of an EU UCITS marketing units/shares in Luxembourg
In the event that an EU UCITS intends to cease the marketing of its units/shares in Luxembourg, the following information must be provided to the CSSF in order to proceed with the deregistration of the UCITS:
- whether Luxemburgish investors are still invested in the Fund/Sub-fund/Share class
- whether the Fund/Sub-fund/share class is closed for any new subscriptions
- whether a notice to the shareholders has been published. If so, a copy of the document has to be provided to the CSSF.
Additionally, it should be noted that, as long as Luxembourgish resident investors remain subscribed to the UCITS that is marketed in Luxembourg, the UCITS must comply with all applicable Luxembourg legal provisions, notably with respect to the necessity to have a paying agent domiciled in the territory of Luxembourg, according to Article 59 of the Law of 17 December 2010 on undertakings for collective investment.
Disclaimer: The full amount of the annual fee levied by the CSSF is still required to be paid in the event that a UCITS was registered or deregistered during the course of a calendar year. A pro rata temporis rate is not applicable, even if a UCITS fund does not have access to the Luxembourgish market for the entire year.
Any correspondence in relation to the deregistration of a UCITS which markets units/shares in Luxembourg must be sent to the following e-mail address: NOTIF-OPCETRUPD@cssf.lu