European Long-Term Investment Funds (ELTIFs)

Regulation (EU) 2023/606 of the European Parliament and of the Council of 15 March 2023, applicable since 10 January 2024, amended Regulation (EU) 2015/760 on European Long-Term Investment Funds (ELTIFs) (hereinafter the “ELTIF Regulation”) and introduced important innovations. For further details, please refer to the ELTIF Regulation which is available in the “Laws, Regulations and directives” section below.

To be authorised as an ELTIF, an Alternative Investment Fund (“AIF”) must be managed by an authorised EU Alternative Investment Fund Manager (“AIFM”) and comply with all the requirements set out in the ELTIF Regulation.

The eDesk/UCI Approval module (eDesk) must be completed in order to obtain an authorisation under the relevant product law.

In addition, the ELTIF questionnaire (see ‘Forms’ section below) must also be completed and uploaded to eDesk for an ELTIF authorisation, for each compartment (“sub-fund”) concerned, where applicable. On the first tab ‘PURPOSE’, select ‘ELTIF in new UCI Part II / SIF / SICAR to be authorised (eDesk/UCI Approval)’. Information that is redundant with eDesk/UCI Approval is greyed out in the ELTIF questionnaire. The same principle applies to each thematic tab of the questionnaire and to the required documents.

You may also consult: Authorisation of a UCI – CSSF; Authorisation of a SIF – CSSF; Authorisation of a SICAR – CSSF

The ELTIF questionnaire, available under “Forms”, must be completed for each compartment concerned, where applicable.

It contains all the key information required for the approval/authorisation of an ELTIF compartment, as well as an indication of the documents to be attached to the application. For the ELTIF authorisation of a compartment within a UCI Part II, a SIF or a SICAR, the “Application questionnaire for additional sub-fund(s)” is not required to be filled in separately.

On the first tab “PURPOSE” of the ELTIF questionnaire, select the applicable context of your request, for example “New ELTIF sub-fund in existing UCI Part II / SIF / SICAR”. Information and documents that are not applicable are greyed out.

All authorisation requests must be sent to setup.uci@cssf.lu.

You may also consult: Amendment to an existing UCI – CSSF; Amendment to an existing SIF – CSSF; Amendment to an existing SICAR – CSSF

All amendment(s) must be notified immediately to the CSSF.

In case of substantial modifications, the ELTIF questionnaire, which can be found under “Forms”, should be completed. Substantial changes to fill in are highlighted in red on each tab of the ELTIF questionnaire. On the first tab ‘PURPOSE’ of the ELTIF questionnaire, select ‘Substantial Change(s)’ and then “Amendment for existing ELTIF”.

All amendment requests must be sent to  amendments.uci@cssf.lu.

You may also consult: Amendment to an existing UCI – CSSF; Amendment to an existing SIF – CSSF; Amendment to an existing SICAR – CSSF

The list will be restricted depending on the context of the request, the fund type and the details provided in the questionnaire:

• The complete and correct ELTIF questionnaire, which is available in the “Forms” section. On each of the thematic tabs of the questionnaire, the ‘Footnotes’ column, which is intended to assist in the correct completion of the ELTIF questionnaire, must be taken into account;
• The (draft) fund rules or instruments of incorporation;
• The (draft) prospectus in accordance with the ELTIF Regulation;
• The depositary agreement if the ELTIF can be marketed to retail investors and/or on request by the CSSF;
• The key information document (PRIIPs KID) complying with Regulation (EU) 1286/2015 where applicable and if the CSSF is the competent authority of the PRIIPs manufacturer;
• The description of the information to be made available to investors, including a description of the arrangements for dealing with complaints submitted by retail investors;
• The Fund Pre-Inception Readiness Review available in the “Forms” section;
• An undertaking to send the prospectus and any amendments thereto, as well as its annual reports, to the CSSF in a timely manner;
• Circular resolution(s) of the management company (for an FCP, i.e. common contractual fund) or circular resolution(s) of the board of directors/managers of the fund (non-FCP) or its general partner, or minutes of the shareholder’s meeting, as the case may be, approving the launch of the new ELTIF or substantial changes in the ELTIF;
• The AML/CFT Investment Fund Market Entry Form (where applicable, available on the CSSF eDesk portal);
• The risk capital assessment, if the ELTIF is (part of) a SICAR;
• In the case of a Feeder ELTIF:
  • the fund rules or instruments of incorporation of the Master ELTIF and the agreement between the Feeder ELTIF and the Master ELTIF, or the internal rules on the conduct of business, referred to in Article 29(6) of the ELTIF Regulation;
  • where the Master ELTIF and the Feeder ELTIF have different depositaries, the information-sharing agreement referred to in Article 29(7) of the ELTIF Regulation;
  • an attestation by the competent authority of the home Member State of the Master ELTIF that the Master ELTIF is an ELTIF.
• If the applicant ELTIF opts for Article 18(2) of the ELTIF Regulation:
  • Justification about the redemption frequency as required by Article 5(4) of the ELTIF Delegated Regulation;
  • Redemption policy if not entirely disclosed in the prospectus;
  • Results, assumptions and inputs used for liquidity stress tests;
  • Description of the procedures to prevent redemptions causing dilution effects for investors including justification(s) referring to Article 5(9) of the ELTIF Delegated Regulation.

AIFMs may perform pre-marketing for ELTIFs to potential professional investors domiciled or with a registered office in the Union in order to test their interest in an ELTIF which is not yet established, or which is established, but not yet notified for marketing.

Pre-marketing of ELTIFs to retail investors in Luxembourg or in other EU Member States shall not be possible (unless permitted by the national law of the Member State in which such pre-marketing takes place, but this must be checked by the AIFM in the Member State concerned without any involvement of the CSSF).

Please refer to this page for further details:  Pre-marketing by AIFMs – CSSF.

ELTIFs can benefit from an EU marketing passport, for marketing to both retail and professional investors.

Luxembourg AIFMs marketing funds in Luxembourg or in another Member State in accordance with the ELTIF Regulation must send a notification to the CSSF in accordance with either Article 29 or Article 30 of the AIFM Law. Please refer to this page for further details: National provisions governing the marketing requirements for alternative investment funds – CSSF

Details of the practicalities of the notification procedure are provided in Circular CSSF 22/810. Luxembourg AIFMs marketing funds in Luxembourg or in another Member State are invited to consult this circular in order to take into consideration the practical instructions and technical details to be respected as regards the submission of the notification file to the CSSF, the documentation composing the notification file and the processing of the notification file.