Amendment to an existing UCI

A specific questionnaire “Questionnaire for the approval of a new sub-fund” intended to provide the CSSF with all 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).

For the ELTIF authorisation of a sub-fund within a UCI Part II, a SIF or a SICAR, the “Questionnaire for the approval of a new sub-fund” is not required.

An application file consists of the completed application questionnaire and appended documents and must be submitted 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 in the examination process.

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 two 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 via 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within a reasonable time limit the CSSF will contact the applicant to ask whether the application is to be continued or withdrawn.

The CSSF issues an approval letter by email, as well as the CSSF identification codes of the sub-fund(s) approved.

This is made via a secured system for electronic transmission accepted by the CSSF.

Please note that the successful completion of the approval of a new UCITS and the notification of the UCITS for marketing its shares/units in another EU Member State are distinct processes. If a UCITS intends to market its units in another EU Member State, it must follow the specific notification procedures.

This simplified procedure applies only to any new share class(es) where all characteristics are already covered and defined in the current version of the prospectus and no new specificities are introduced.

To benefit from the simplified procedure, your submission must adhere to the principles outlined in the form and include, via the standardised table, all information pertaining to share classes. Submissions should be sent exclusively to the following address: opc_signa@cssf.lu.

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);
• closure of (a) sub-fund(s);
• liquidation of (a) sub-fund (s) or of an existing UCI;
• 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 (fund base 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;
• change of a service provider/an agent (domiciliation agent, depositary, 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 changes accordingly, no questionnaire is currently available for provision 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 in the examination process.

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 two 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 supporting documents, supplementary confirmations, clarification of certain aspects of the request…) within 10 working days after receiving an application with average complexity and extent.

Complementary information or documents must be submitted via email. The exchange of comments will continue 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, the CSSF will contact the applicant to ask whether the application is to be continued or withdrawn.

Provided that the CSSF makes a positive assessment on the application, the applicant will receive a telephone call to inform them of the decision. If the examination of the request for amendments has been carried out on the basis of draft documents, the CSSF will request all the documents in final version in order to complete the process.

Where subject to a change following the amendments, management regulations, articles of incorporation and agreements have to be submitted in signed form. The prospectus updated with the amendments has to be submitted according to the terms of Circular CSSF 19/708.

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 approval letter sent electronically by email.

This approval process is only relevant for the conversion of an existing fund registered on the official list into another type of fund to register on the official list. This covers conversions of:

• an existing Part II fund or SIF into a new UCITS
• an existing Part II fund into a new SIF or a SICAR
• an existing SIF into a new Part II Fund or a SICAR

An application file is constituted of the completed questionnaire (only for conversion of an existing fund into a UCITS) or a detail explanatory letter (for other types of conversions) and 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 delays in the examination process.

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 two 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 person who submitted the application.

The CSSF seeks to contact the applicant (request for further information and/or supporting documents, supplementary confirmations, clarification of certain aspects of the request…) within ten 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 via email. The exchange of comments will continue until satisfactory completion of the examination phase.

If the applicant experiences difficulty in providing further information on specific aspects of the application and does not provide the information requested by the CSSF within a reasonable time limit, the CSSF will contact the applicant to ask whether the application is to be continued or withdrawn.

Provided that the CSSF makes a decision in favour of the application, 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 are required to finalise the approval process of the investment fund. The transmission channel for each information or document is also specified.

The end of examination notice also informs the applicant that there are no further changes allowed to the scope and no further alterations allowed to 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 the end of examination notice is the only binding method to notify its positive decision.

Upon satisfactory receipt of all compulsory information and documents requested in the end of examination notice, the CSSF will proceed to the registration of the UCI on the official list.

The CSSF issues an official approval letter sent by email, as well as the CSSF identification codes.

The final clean version of the prospectus/offering document has to be submitted to the CSSF. This is made via a secured system for electronic transmission accepted by the CSSF

Please note that the successful completion of the approval of a new UCITS and the notification of the UCITS for marketing its shares/units in another EU Member State are distinct processes. If a UCITS intends to market its units in another EU Member State, it must follow the specific notification procedures.

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.