This page contains information on the national laws, regulations and administrative provisions governing the marketing requirements referred to in Article 5(1) of Regulation (EU) 2019/1156 of the European Parliament and of the Council of 20 June 2019 on facilitating cross-border distribution of collective investment undertakings (the “CBDF Regulation”).

I. Marketing requirements for Luxembourg UCITS marketing in the EU

a. Passporting regime and notification procedure

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.

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 I.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 I.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 marketing 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 arrangements made for marketing of units/shares of a Luxembourg UCITS marketing 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.

The CSSF’s supervision of marketing communications

Luxembourg-based UCITS shall ensure that all marketing communications addressed to investors are identifiable as such and describe the risks and rewards of purchasing units of a UCITS in an equally prominent manner, and that all information included in marketing communications is fair, clear and not misleading. UCITS shall comply with the requirements under Article 4 of the CBDF Regulation, as well as with the ESMA Guidelines on Marketing Communications (ESMA34-45-1272) under the CBDF Regulation. In this respect, please refer to Circular CSSF 22/795 for further details.

Laws, regulations and directives

Circulars

Other reference texts

Forms

Guidance

II. Marketing requirements for EU UCITS marketing in Luxembourg

a. Passporting regime and notification procedure

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 marketing 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 arrangements made for marketing 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.

d. National requirements and rules for marketing of units/shares of a UCITS in Luxembourg

1) 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.

2) Marketing communications

UCITS shall ensure that any marketing communications (within the meaning of Article 4 of the CBDF Regulation and the relevant ESMA Guidelines on Marketing Communications) that shall be addressed to investors in Luxembourg are identifiable as such and describe the risks and rewards of purchasing units of a UCITS in an equally prominent manner, and that all information included in marketing communications is fair, clear and not misleading.
The CSSF does not require EU UCITS marketing their units in Luxembourg to provide marketing communications addressed to investors in Luxembourg to the CSSF for the time being. However, the CSSF reserves the right to request and verify such marketing communications on a case-by-case basis.

3) 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 2021 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.

4) Fees – UCITS under foreign law marketing in Luxembourg

Details regarding the fees to be paid by foreign UCITS marketing their units in Luxembourg can be found here: ANNEX III-REG 2021-955-Publication of regulatory fees and charges

5) 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 arrangements made for marketing of units/shares of an EU UCITS in Luxembourg”.

6) 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.

7) Other applicable national rules governing the marketing of UCITS

In addition to the provisions referred to above, which are set out specifically for the marketing of UCITS, there may be other legal provisions that may apply when marketing them in Luxembourg, although they are not specifically designed for the marketing of UCITS, depending on the individual situation of those involved in the marketing of shares or units of UCITS. Marketing in Luxembourg may trigger the application of other requirements, such as those provided by the laws listed below.

Disclaimer: The following is a non-exhaustive list of national laws that could be applicable and the CSSF is not liable for any omission in that list. Supervision of the requirements deriving from these laws is not under the supervision of the CSSF. The applicability of these requirements, and any other legal requirements, should be assessed before marketing or investing in a UCITS. Where uncertainty exists, those marketing or investing in UCITS should obtain independent advice as to the applicable requirements to their individual situation.

  • 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

Other reference texts

Guidance

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.

Disclaimer: The CSSF has taken reasonable care to ensure that the information on the national provisions governing the marketing requirements for UCITS included on this webpage is up-to-date and complete. The CSSF is not responsible for maintaining external websites and is not liable for any error or omission on any external website to which hyperlinks are provided on this webpage.

A summary of the marketing requirements as mentioned on this web-site can be found here: ANNEX II-REG 2021-955-Summaries of national provisions governing the marketing requirements for UCITS v1

Contact

Any inquiries in relation to a Luxembourg UCITS which intends 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