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.

I. Luxembourg UCITS in the EU

a. 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 submitted to the CSSF by  the Luxembourg-based UCITS.

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.

Details of the practical specifications in relation to the notification procedure are described in Circular CSSF 11/509 and its annexes. A Luxembourg-based UCITS should consult 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 that UCITS should 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 the event of change to the information contained in the notification letter sent in accordance with the first paragraph, or change regarding the unit classes to be marketed, the UCITS must send written notification to the CSSF and to the competent authorities of the UCITS’ host Member State at least one month before  implementing the change. (See point 1.b. Amendments to the initial marketing notification of a Luxembourg UCITS in the EU)

A UCITS may withdraw the notification of arrangements for marketing units, including, where appropriate, classes of units, in a Member State in respect of which it has made a notification in accordance with Article  54-1 of the 2010 Law.  The UCITS shall submit a notification (de-notification letter) to the CSSF, containing the information in respect of compliance with the conditions referred to in the Article. (See point 1.c. De-notification of units/shares of a Luxembourg UCITS in the EU)

Each Luxembourg-based UCITS, including its sub-funds, is assigned a CSSF identifier, which is used as a reference for the documents contained in the notification file. The CSSF maintains an active database containing the aforementioned identifiers ; a downloadable version is available (downloadable identifier file). If a Luxembourg-based UCITS or sub-fund does not appear on the list, the remitting party must contact the CSSF before transmitting a notification file, by sending an email to: opc@cssf.lu.

Any inquiries regarding ongoing notification requests of a Luxembourg UCITS which is intended to be marketed in the EU can be submitted to the following address: opc@cssf.lu.

b. Amendments to the initial marketing notification of a Luxembourg UCITS in the EU

In the event of change to the information contained in in the notification letter sent in accordance with Article 54 (1) and (2) of the 2010 Law or to  the unit classes to be marketed, the UCITS must send written notification to the CSSF, using email address luucits-upd@cssf.lu, and to the competent authorities of the host Member State at least one month before implementing the change.

It is clarified that it will not be necessary to notify the amended documents as mentioned in Article 54(2) to the CSSF.

The CSSF also recommends that the UCITS should 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 adopted under Article 93(8) of Directive 2009/65/CE in those host Member States.

c. De-notification of units/shares of a Luxembourg UCITS in the EU

In accordance with Article 54-1 (1) of the 2010 Law, a UCITS may de-notify arrangements made for marketing units, including, where appropriate, share classes, in a Member State in respect of which it has made a notification in accordance with Article 54 of the 2010 Law, when all the following conditions are met:

a) a blanket offer to repurchase or redeem shall be made, free of any charges or deductions, in respect of all such units held by investors in that Member State, shall be publicly available for at least 30 working days and shall be addressed, insofar as their identity is known, directly or through financial intermediaries, individually to all investors in that Member State;

b) the intention to terminate arrangements for marketing those units in that Member State is made public in a publicly-accessible medium which is customary for the marketing of UCITS and suitable for a typical UCITS investor, including by electronic means;

c) any contractual arrangements with financial intermediaries or delegates shall be amended or terminated with effect from the date of de-notification in order to prevent any new or additional direct or indirect offering or placement of the units identified in the notification referred to in paragraph 2 of Article 54-1 of the 2010

The UCITS shall submit a de-notification letter to the CSSF in accordance with the procedure set out in Circular CSSF  11/509 and its annexes.

The CSSF will forward the de-notification letter to the competent authorities of the host Member State in accordance with Article 54-1 (3) of the 2010 Law.

The CSSF reminds the UCITS to provide the information required under Article 55 and Chapter 21 of the 2010 Law to investors in the territory of the Member State where the de-notification has taken place who keep an investment in the UCITS. For this purpose, the use of any electronic or other means of distance communication is permitted, provided that the information and means of communication are available to investors in the official language or one of the official languages of the Member State in which they are situated, or in a language approved by the competent authorities of that Member State.

The CSSF shall transmit to the competent authorities of the Member State identified in the de-notification letter information on any changes to the documents referred to in Article 54(2) of the 2010 Law. For this purpose, the UCITS shall send an email to luucits-upd@cssf.lu containing the relevant information and documentation with an indication of the former host Member States which are concerned.

Documentation

Laws, regulations and directives

Circulars

Other reference texts

Forms

Guidance

II. EU UCITS in Luxembourg

a. Marketing of units/shares of an EU UCITS in Luxembourg

If a UCITS established in another Member State intends to market its 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 State.

Initial notification requests are transmitted directly to the CSSF by the authority of the UCITS’ home Member State.

The UCITS is obliged to distribute the aforementioned documentation 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.

A UCITS established in another Member State which markets or intends to market its units in Luxembourg must make arrangements in Luxembourg to perform the following tasks (without being required to have a physical presence in Luxembourg or to appoint a third party):

a) process subscription, redemption and refund orders and make other payments to unit-holders of the UCITS, in accordance with the conditions set out in the documents required under Chapter IX of Directive 2009/65/EC;

b) inform investors of the manner in which the orders referred to in point (a) may be placed and of the arrangements for the payment of proceeds from redemptions and refunds;

c) facilitate the processing of information and access to the procedures and arrangements referred to in Article 15 of Directive 2009/65/EC relating to the exercise by investors, of rights in connection with their investment in the UCITS;

d) make the information and documents required under Chapter IX of Directive 2009/65/EC available to investors, under the conditions set out in Article 94 of that Directive, for inspection and for obtaining copies;

e) provide investors with information on the arrangements for carrying out the tasks set out in points a) to f), in a durable medium; and

f) act as a contact point for communication with the CSSF.

The UCITS shall ensure that arrangements for the performance of the above tasks can be provided, including electronically, in one of the languages Luxembourgish, French, German or English.

The tasks may be performed by the UCITS itself, by a third party subject to regulation and supervision governing the above tasks, or by both.

The CSSF will receive information on the arrangements in Luxembourg for carrying out these tasks at the time of the initial notification from the competent authority of the home Member State.

b. Amendments to the initial marketing notification of an EU UCITS in Luxembourg

In the event of change to the information contained in the notification letter provided in accordance with Article 93, first paragraph, of Directive  2009/65/CE, or the unit classes to be marketed, the UCITS shall notify in writing the competent authorities of its home Member State and the CSSF at least one month before implementing the change.

This notice of change may be sent via a secure channel such as e-file, using the appropriate procedures specifically determined for that 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.

c. De-notification of units/shares of an EU UCITS in Luxembourg

A UCITS established in another Member State which has made a notification in accordance with Article 93 of Directive 2009/65/CE may de-notify arrangements made for marketing units, including, where appropriate, share classes, when all the following conditions are met:

a) a blanket offer to repurchase or redeem shall be made, free of any charges or deductions, in respect of all such units held by investors in Luxembourg, shall be publicly available for at least 30 working days and shall be addressed, insofar as their identity is known, directly or through financial intermediaries, individually to all investors in Luxembourg;

b) the intention to terminate arrangements for marketing those units in Luxembourg is made public in a publicly-accessible medium which is customary for the marketing of UCITS and suitable for a typical UCITS investor, including by electronic means;

c) any contractual arrangements with financial intermediaries or delegates shall be amended or terminated with effect from the date of de-notification, in order to prevent any new or additional, direct or indirect offering or placement of the units identified in the notification referred to in Article 93a, paragraph 2 of Directive 2009/65/EC.

From the date of de-notification, as communicated to the CSSF by the competent authority of the home country, the UCITS shall cease any new or additional, direct or indirect activity of offering or placing its units which have been subject to withdrawal in Luxembourg.

The CSSF reminds the UCITS to provide the information required under 93a (4) of Directive 2009/65/EC to investors in Luxembourg who keep an investment in the UCITS. For this purpose, the use of any electronic or other means of distance communication is permitted, provided that the information and means of communication are available to investors in one of the languages Luxembourgish, French, German or English.

1) Host Member State: Luxembourg

2) Date of last update: 2 August 2021

3) Information for the notification letter for the attention of the CSSF:

The notification letter to the CSSF for the marketing of units/shares of funds in Luxembourg must provide the information and documents provided for in Article 93 (1) et (2) of Directive 2009/65/EC, such as:

provisions in Luxembourg enabling the execution of the tasks mentioned in Article 92(1) of Directive 2009/65/CE;

marketing by the management company of the UCITS;

information, including the address, necessary for invoicing or communication of fees to be collected by the CSSF;

fund rules or constitutional documents, the prospectus and, where applicable, the latest annual report and any subsequent semi-annual report of the UCITS;

the key investor information referred to in Article 78, translated in accordance with Article 94, paragraph 1, points (b) and (d) of Directive 2009/65/EC.

4) Language for documents to be provided to the CSSF and to investors in Luxembourg

The UCITS shall provide the required documents and information to the CSSF and to investors in Luxembourg in one of the languages Luxembourgish, French, German or English.

5) Proof of payment of the fees levied by the CSSF

No document needs to be provided in the notification file.

An invoice will be sent by the CSSF to the address provided in the notification letter after receipt of the notification file. The fees charged by the CSSF for the processing of the notification and registration of a UCITS in the context of the marketing of its units/shares in Luxembourg are set out in the Grand Ducal Regulation of 21 December 2017 relating to the fees to be levied by the CSSF. The applicable fees concerning the initial notification and the annual fees for a UCITS can be found below.

Fees – UCITS under foreign law marketing in Luxembourg

  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 2010 Law from the competent authority of the UCITS’ home Member State, according to the amount indicated in the table below:

Examination fee
Traditional UCITS under EU law 2.650 euros
Umbrella UCITS under EU law 5.000 euros
  1. Annual lump sum

An annual lump sum to be paid by each UCITS under EU Member State law, according to the amount indicated in the table below:

Annual lump sum
Traditional UCITS under EU law 2.650 euros
Umbrella UCITS under EU law 5.000 euros

N.B.: the total annual lump sum levied by the CSSF must be paid even if an EU UCITS fund has been 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 Luxembourg market during the whole year.

6) Conditions and procedure in the event of intention to cease marketing of the units/shares in Luxembourg

In the event of an EU UCITS ceasing its marketing, it must inform the competent authorities of its home Member State, which will notify the CSSF. A detailed description is provided above in section II.c “De-notification of units/shares of an EU UCITS in Luxembourg”.

7) Notification package size limited to 12 MB

In order to ensure a seamless reception of the notification package, please ensure that all files are at a minimum and optimised size. Large notification files can cause problems in processing or additional delays.

8) Other issues

Other provisions governing marketing and distribution in Luxembourg:

The CSSF recommends that UCITS established in another Member State marketing to investors in Luxembourg should also consult the provisions governing marketing and distribution in Luxembourg in the following laws:

  • Law of 23 December 2016 on sales and selling on pavement and on misleading and comparative advertising
  • Law of 8 April 2011 (consolidated version) introducing a consumer code

Laws, regulations and directives

Relevant legislative and regulatory texts (including Frequently Asked Questions ) are available under the heading Regulatory framework

Relevant forms are available under the heading Publication and Data.

For any inquiries in relation to a Luxembourg UCITS which intends to market its units/shares in another Member State: opc@cssf.lu.

For any correspondence in relation to change and update of information regarding arrangements made for EU UCITS marketing units/shares in Luxembourg: NOTIF-OPCETRUPD@cssf.lu.

Documentation

Laws, regulations and directives

Other reference texts

All legal and regulatory documents (including FAQs) can be found in the Regulatory framework section.

All forms can be found in the Publication and Data section.

Contact

Any inquiries in relation to a Luxembourg UCITS which intend to market its shares/units in another Member State
Any correspondence in relation to change and update of information regarding arrangements made for EUUCITS marketing shares/units in Luxembourg, including the deregistration of EU UCITS in Luxembourg
Any general inquiries regarding investment funds or CSSF identifiers