Amendment to an existing SICAR

A specific application questionnaire to provide the CSSF with any relevant information for the examination of the application for approval of new sub-fund(s) is available under “Forms”. This must be accompanied by the “AML/CFT Market Entry Form” available on the CSSF’s eDesk Portal. If the new sub-fund is a European long-term investment fund (“ELTIF”) please only refer to the page European Long Term Investment Funds (ELTIFs).

Any application file is constituted of the duly completed application questionnaire and of the appended documents and must be submitted together via email to setup.uci@cssf.lu.

Applicants are advised to file an application only once all constituents of the project are fully fixed and stable. The transmission of a partial (incomplete) application may prevent the start of the approval process and cause unexpected delays.

Useful information is available under Guides intended to provide details in order to constitute a complete and compliant file and to provide further information on expected documents.

The CSSF will acknowledge receipt of the application file within 2 working days and provide the name of the officer responsible for the examination of the application file by means of an email to the address of the contact person provided in the application questionnaire.

The CSSF seeks to contact the applicant within 10 working days after receiving the application file for feedback (request for further information and/or supportive documents, supplementary confirmations, clarification of certain aspects of the request…).

Complementary information or documents must be submitted through email. The exchange of comments may be subject to reiteration until satisfactory completion of the examination phase.

If the applicant faces difficulties to provide further information on specific considerations of the application and does not provide the information requested by the CSSF within a reasonable time limit not exceeding 2 months, the CSSF will contact the applicant to ask whether the application is to be continued or withdrawn.

Upon satisfactory receipt of the prospectus/offering document, the CSSF will proceed to the addition of the approved sub-fund(s) to the official list.

In parallel, the CSSF issues an official accreditation letter sent electronically by email, as well as the CSSF identification codes of the sub-fund(s) approved.

The CSSF sends back the visa stamped prospectus/offering document. This is made via a secured system for electronic transmission accepted by the CSSF, which currently is the E-file communication platform or the SOFiE communication platform (electronical visa).

If you need to contact the head of the division or the CSSF officer in connection with the application under review, you should refer to the instructions under “Contact”.

This approval process comprises the approval of any amendment to an existing investment fund (i.e. registered on the official list) or of any amendment to one or several of its sub-fund(s).

A non-exhaustive list of examples of amendments falling under this procedure:

• change of management regulations/articles of incorporation;
• change of the registered address;
• corporate actions (e.g. merger, liquidation, spin-off, etc.);
• change in governance of an investment company (board members, conducting persons, others);
• deletion of (a) sub-fund(s);
• change of denomination of a fund and/or sub-fund(s);
• change of investment policy/investment restrictions of a fund and/or sub-fund(s);
• change in the characteristics of the fund and/or sub-funds (consolidation currency, sub-fund currency, type of share classes, etc.);
• change of rules in respect of subscriptions or redemptions;
• change of the management company or of the alternative investment fund manager of a fund;
• change of a service provider/an agent (domiciliation agent, depositary bank, UCI administrator, asset manager, independent valuer, paying agent, distributors, external auditor, etc.).

The applicant must provide the CSSF with any relevant information for the examination of the request in the form of a detailed letter in free-format. Because of the variety of possible amendments and, hence, the variety of information that change accordingly, no questionnaire is currently available for the collection of the relevant information.

Any request file and appended documents must be submitted together via email to amendments.uci@cssf.lu.

Applicants are advised to file an application only once all constituents of the project are fully fixed and stable. The transmission of a partial (incomplete) application may prevent the start of the approval process and cause unexpected delays.

Useful information is available under Guides intended to provide details in order to constitute a complete and compliant file and to provide further information on expected documents.

The CSSF will acknowledge receipt of the application file within 2 working days and provide the name of the officer responsible for the examination of the application file by means of an email to the address of the contact person provided in the application questionnaire.

The CSSF seeks to contact the applicant (request for further information and/or supportive documents, supplementary confirmations, clarification of some aspects of the request…) within 10 working days after receiving an application with average complexity and extent.

Complementary information or documents must be submitted through email. The exchange of comments may be subject to reiteration until satisfactory completion of the examination phase.

If the applicant faces difficulties to provide further information on specific considerations of the application and does not provide the information requested by the CSSF within a reasonable time limit not exceeding 2 months, the CSSF will contact the applicant to ask whether the application is to be continued or withdrawn.

In case of a positive decision from the CSSF, and only if the examination of the request of amendments is carried out upon documents in draft versions, the CSSF will orally inform the applicant about the completion of the examination phase of the application and call for all documents in final version required to finalise the process.

Where subject to a change following the amendments, management regulations, articles of incorporation and agreements have to be submitted in signed form. At least 3 copies of the offering document have to be submitted in paper version.

The attestation of the approval of amendments is issued only after receipt of all compulsory documents in final version and without alteration from the last versions examined in phase 2.

Where applicable, the CSSF issues an official accreditation letter sent electronically by email and/or sends back the visa stamped prospectus/offering document. This is made via a secured system for electronic transmission accepted by the CSSF, which currently is the E-file communication platform or the SOFiE communication platform (electronical visa).

If you need to contact the head of the division or the CSSF officer in connection with the application under review, you should refer to the instructions under “Contact”.

This approval process only comprises the conversion of an existing UCI or SIF into a UCITS not yet registered on the official list, as well as the conversion of an existing UCI into a SIF or a SICAR not yet registered on the official list.

Any application file is constituted of the duly completed application questionnaire and of the appended documents and must be submitted together via email to setup.uci@cssf.lu.

Applicants are advised to file an application only once all constituents of the project are fully fixed and stable. The transmission of a partial (incomplete) application may prevent the start of the approval process and cause unexpected delays.

Useful information is available under Guides intended to provide details in order to constitute a complete and compliant file and to provide further information on expected documents.

The CSSF will acknowledge receipt of the application file within 2 working days and provide the name of the officer responsible for the examination of the application file by means of an email to the address of the contact person provided in the application questionnaire.

The CSSF seeks to contact the applicant (request for further information and/or supportive documents, supplementary confirmations, clarification of some aspects of the request…) within 10 working days after receiving an application file with an average complexity. Receiving a more complex or extensive request may lead to contact by the CSSF officer in charge of reviewing the application in order to mutually agree on a specific time frame.

Complementary information or documents must be submitted through email. The exchange of comments may be subject to reiteration until satisfactory completion of the examination phase.

If the applicant faces difficulties to provide further information on specific considerations of the application and does not provide the information requested by the CSSF within a reasonable time limit not exceeding 2 months, the CSSF will contact the applicant to ask whether the application is to be continued or withdrawn.

In case of a positive decision from the CSSF, an end of examination notice is sent by email to the contact person specified in the application.

This end of examination notice specifies the information and documents in the final and signed-off version that still have to be transmitted in order to finalise the approval process of the investment fund, as well as, for each information or document, the transmission channel.

The end of examination notice also advises the applicant that the application no longer allows changes in the scope or alterations in the last draft versions of the constitutive documents on the basis of which the examination has been completed. Any transgression of this understanding will imply a reopening of the examination phase causing delays in the process.

The CSSF stresses that any indication of the positive decision that is communicated by a means other than the end of examination notice does not engage the CSSF’s responsibility in case of any action that would be triggered.

Upon satisfactory receipt of the prospectus/offering document and all compulsory information and documents requested in the end of examination notice, the CSSF will proceed to the registration of the investment fund on the official list.

In parallel, the CSSF issues an official accreditation letter sent electronically by email, as well as the CSSF identification codes.

The CSSF sends back the visa stamped prospectus/offering document. This is made via a secured system for electronic transmission accepted by the CSSF, which currently is the E-file communication platform or the SOFiE communication platform (electronical visa).

If you need to contact the head of the division or the CSSF officer in connection with the application under review, you should refer to the instructions under “Contact”.

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.