National provisions governing the marketing requirements for alternative investment funds

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”).

Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers (“AIFMD”) defines the notification procedure for the marketing to professional investors of units or shares of EU AIFs in the home Member State of the AIFM.

Of note is that this notification procedure does not apply to Luxembourg AIFMs which intend to market AIFs that they manage to professional investors in Luxembourg, where these AIFs are subject to authorisation and prudential supervision by the CSSF.

According to Article 29 of the Law of 12 July 2013 on alternative investment fund managers (“AIFM Law”), which transposed into Luxembourg law the provisions of Article 31 of the AIFMD, a Luxembourg based AIFM which intends to market to professional investors in Luxembourg the units or shares of an AIF which is managed by that AIFM and is established in another Member State, must submit a notification file to the CSSF. The notification file shall comprise the following information as set out in Annex III of the AIFM Law:

1. a notification letter, including a program of operations identifying the AIFs the AIFM intends to market and information on where the AIFs are established;
2. the AIF rules or instruments of incorporation;
3. identification of the depositary of the AIF;
4. a description of, or any information on, the AIF available to investors;
5. information on where the master AIF is established if the AIF is a feeder AIF;
6. any additional information referred to in Article 21(1) of the AIFM Law for each AIF the AIFM intends to market;
7. where relevant, information on the arrangements established to prevent units or shares of the AIF from being marketed to retail investors, including in the case where the AIFM relies on activities of independent entities to provide investment services in respect of the AIF.

In summary, the information required by point 6. consists of the investment strategy, details on all service providers, delegations, valuation procedure, liquidity risk management, fee structure, demonstration of how fair treatment of investors is ensured, the latest annual report of the AIF, the procedure for the issue and sale of units or shares, the latest Net Asset Value of the AIF, the historical performance of the AIF and details of prime broker arrangements.

For the exact details of the information required by the CSSF, the Luxembourg AIFM is requested to refer to Article 21(1) of the AIFM Law.

Except for points 2. and 6. above which shall be appended as separate documents, the aforementioned information shall be provided in the notification letter.

Details of the practicalities of the notification procedure are provided in Circular CSSF 22/810. Luxembourg AIFMs marketing units or shares of EU AIFs in Luxembourg 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.

Within 20 working days following receipt of a complete notification file, the CSSF shall inform the AIFM whether it may start marketing the AIF identified in the notification file. The CSSF shall prevent the marketing of the AIF only if the AIFM’s management of the AIF does not or will not comply with the AIFM Law or the AIFM otherwise does not or will not comply with the AIFM Law. In the case of a positive decision, the AIFM may start marketing the AIF in Luxembourg from the date of the CSSF’s notification to that effect.

The CSSF shall also inform the competent authorities of the AIF, that the AIFM may start marketing units or shares of the AIF in Luxembourg.

According to Article 29(4) of the AIFM Law, in the event of a material change in the information contained in its original notification file, a Luxembourg based AIFM shall provide written notice of this change to the CSSF by re-submitting a marked-up version of the original notification file indicating the proposed changes.

All material changes must be notified to the CSSF at least 1 month before implementing the change as regards any changes planned by the AIFM, or immediately after an unplanned change has occurred.

Details of the practicalities of the notification procedure are provided in Circular CSSF 22/810. Luxembourg AIFMs  marketing units or shares of EU AIFs 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.

According to Article 29-1 of the AIFM Law, a Luxembourg authorised AIFM may de-notify arrangements made for marketing as regards units or shares of some or all of its AIFs in Luxembourg in respect of which it has made a notification in accordance with Article 29, where all the following conditions are fulfilled:

a) except in the case of closed-ended AIFs and funds regulated by Regulation (EU) 2015/760 of the European Parliament and of the Council, a blanket offer is made to repurchase or redeem, free of any charges or deductions, all such AIF units or shares held by investors in Luxembourg, is publicly available for at least 30 working days, and is addressed, directly or through financial intermediaries, individually to all investors in Luxembourg whose identity is known;

b) the intention to terminate arrangements made for marketing units or shares of some or all of its AIFs in Luxembourg is made public by means of a publicly available medium, including by electronic means, which is customary for marketing AIFs and suitable for a typical AIF investor;

c) any contractual arrangements with financial intermediaries or delegates are modified or terminated with effect from the date of de-notification in order to prevent any new or further, direct or indirect, offering or placement of the units or shares identified in the notification referred to in Article 29-1, paragraph 2, of the AIFM Law.

Details of the practicalities of the notification procedure are provided in Circular CSSF 22/810. Luxembourgish AIFMs  marketing units or shares of EU AIFs 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.

As of the date of de-notification mentioned in the de-notification letter, the AIFM shall cease any new or further, direct or indirect, offering or placement of units or shares of the AIF it manages in Luxembourg.

The CSSF reminds that the AIFM shall continue to provide investors in Luxembourg who remain invested in the EU AIF, with the information required under Articles 20 and 21 of the AIFM Law. For such purpose, the use of any electronic or other distance communication is permitted.

The same information should also be provided to the CSSF via the eDesk Portal.

The CSSF also reminds AIFMs that, for a period of 36 months from the date of de-notification, the AIFM shall not engage in pre-marketing of units or shares of the EU AIFs referred to in the de-notification letter, or in respect of similar investment strategies or investment ideas, in Luxembourg.

Luxembourg AIFMs shall ensure that all marketing communications addressed to investors are identifiable as such and describe the risks and rewards of purchasing units of an AIF in an equally prominent manner, and that all information included in marketing communications is fair, clear and not misleading. Luxembourg AIFMs 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.

According to Article 30 of the AIFM Law, which, together with Article 31, transposed into Luxembourg law the provisions of Article 32 of the AIFMD, a Luxembourg based AIFM which intends to market to professional investors in other Member States the units or shares of an EU AIF which is managed by that AIFM, must submit a notification file to the CSSF. The notification file shall comprise the following information as set out in Annex IV of the AIFM Law:

1. a notification letter, including a program of operations identifying the AIFs the AIFM intends to market and information on where the AIFs are established;
2. the AIF rules or instruments of incorporation;
3. identification of the depositary of the AIF;
4. a description of, or any information on, the AIF available to investors;
5. information on where the master AIF is established if the AIF is a feeder AIF;
6. any additional information referred to in Article 21(1) for each AIF the AIFM intends to market; (g) the indication of the Member State in which it intends to market the units or shares of the AIF to professional investors;
7. information about arrangements made for the marketing of AIFs and, where relevant, information on the arrangements established to prevent units or shares of the AIF from being marketed to retail investors, including in the case where the AIFM relies on activities of independent entities to provide investment services in respect of the AIF.

In summary, the information required by point 6. consists of the investment strategy, details on all service providers, coverage of professional liability risks, delegation of management functions, valuation procedure, liquidity risk management, fee structure, demonstration of how fair treatment of investors is ensured, the latest annual report of the AIF, the procedure for the issue and sale of units or shares, the latest Net Asset Value of the AIF, the historical performance of the AIF and details of prime broker arrangements.

For the exact details of the information required by the CSSF, the Luxembourg AIFM is requested to refer to Article 21(1) of the AIFM law.

Except for points 2. and 6. above which shall be appended as separate documents, the aforementioned information shall be provided in the notification letter.

Details of the practicalities of the notification procedure are provided in Circular CSSF 22/810. Luxembourg AIFMs  marketing units or shares of EU AIFs 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.

The CSSF recommends that AIFMs should consult the internet sites of the competent authorities of the host Member States on the laws, regulations and administrative provisions which are specifically relevant to the arrangements made for the marketing of EU AIFs in those host Member States.

The CSSF shall, no later than 20 working days after the date of receipt of the complete notification file, transmit the complete notification file to the competent authorities of the Member States where it is intended that the AIF be marketed. Such transmission shall occur only if the AIFM’s management of the AIF complies with and will continue to comply with the AIFM Law and if the AIFM otherwise complies with the AIFM law.

The CSSF shall enclose a statement to the effect that the AIFM concerned is authorised to manage AIFs with a particular investment strategy.

Upon transmission of the notification file, the CSSF shall directly notify the AIFM about the transmission. The AIFM may start marketing the AIF in the host Member State as of the date of that notification.

In the case where the AIF is established in another Member State, the CSSF shall also inform the competent authorities of the AIF about the Member States in which the AIFM may start marketing the units or shares of the AIF.

According to Article 30(7) of the AIFM Law, in the event of a material change in the information contained in its original notification file, a Luxembourg based AIFM shall provide written notice of this change to the CSSF by re-submitting a marked-up version of the original notification file indicating the proposed changes.

As stipulated in Article 30(7), all material changes must be notified to the CSSF at least 1 month before implementing the change as regards any changes planned by the AIFM, or immediately after an unplanned change has occurred.

Details of the practicalities of the notification procedure are provided in Circular CSSF 22/810. Luxembourgish AIFMs  marketing units or shares of EU AIFs 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.

According to Article 30-1 of the AIFM Law, a Luxembourg authorised AIFM may de-notify arrangements made for marketing as regards units or shares of some or all of its AIFs in a Member State in respect of which it has made a notification in accordance with Article 30 of the AIFM Law, where all the following conditions are fulfilled:

a) except in the case of closed-ended AIFs and funds regulated by Regulation (EU) 2015/760 of the European Parliament and of the Council, a blanket offer is made to repurchase or redeem, free of any charges or deductions, all such AIF units or shares held by investors in that Member State, is publicly available for at least 30 working days, and is addressed, directly or through financial intermediaries, individually to all investors in that Member State whose identity is known;

b) the intention to terminate arrangements made for marketing units or shares of some or all of its AIFs in that Member State is made public by means of a publicly available medium, including by electronic means, which is customary for marketing AIFs and suitable for a typical AIF investor;

c) any contractual arrangements with financial intermediaries or delegates are modified or terminated with effect from the date of de-notification in order to prevent any new or further, direct or indirect, offering or placement of the units or shares identified in the notification referred to in Article 30-1, paragraph 2, of the AIFM Law.

Details of the practicalities of the notification procedure are provided in Circular CSSF 22/810. Luxembourgish AIFMs  marketing units or shares of EU AIFs 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.

The CSSF shall transmit the de-notification letter to the competent authorities of the relevant Member State(s) in conformity with Article 30-1 (3) of the AIFM Law,

As of the date of de-notification mentioned in the de-notification letter, the AIFM shall cease any new or further, direct or indirect, offering or placement of units or shares of the AIF it manages in the relevant Member State(s).

The CSSF reminds that the AIFM shall continue to provide investors in the relevant Member State(s) who remain invested in the EU AIF, with the information required under Articles 20 and 21 of the AIFM Law. For such purpose, the use of any electronic or other distance communication is permitted.

The same information should also be provided to the CSSF via the eDesk portal.

The CSSF also reminds AIFMs that, for a period of 36 months from the date of de-notification as mentioned in the de-notification letter, the AIFM shall not engage in pre-marketing of units or shares of the EU AIFs referred to in the de-notification, or in respect of similar investment strategies or investment ideas, in the relevant Member State(s).

Luxembourg AIFMs shall ensure that all marketing communications addressed to investors are identifiable as such and describe the risks and rewards of purchasing units of an AIF in an equally prominent manner, and that all information included in marketing communications is fair, clear and not misleading. Luxembourg AIFMs 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.

Every authorised EU AIFM which intends to market non-EU AIFs to professional investors in Luxembourg must send an information form to the CSSF using the email address aifm@cssf.lu.

This applies to any non-EU AIF managed by the AIFM and any EU feeder AIF whose master AIF is not an EU AIF, or whose master AIF is not managed by an authorised EU AIFM.

The AIFM must submit the information form to the CSSF before starting its marketing activity in Luxembourg.

If an AIFM intends to cease the marketing of its AIF/sub-fund in Luxembourg and deregister the AIF/sub-fund, it must inform the CSSF whether Luxembourgish investors are still invested in the fund/sub-fund.

Any correspondence in relation to the deregistration of an AIF/sub-fund in Luxembourg should be sent to the following email address: aifm@cssf.lu

Every non-EU AIFM, which intends to market shares or units of the AIF(s) it manages to professional investors in Luxembourg must send an information form to the CSSF, using email address aifm@cssf.lu.

This applies irrespective of the nationality of the relevant AIF(s) (Luxembourg, EU or non-EU), or whether the AIF(s) is/are regulated or not in the country it is/they are established.

The AIFM must send the information form to the CSSF before starting its marketing activity in Luxembourg.

If a non-EU AIFM intends to cease the marketing of its AIF/sub-fund in Luxembourg and deregister the AIF/sub-fund, it must inform the CSSF whether Luxembourgish investors are still invested in the fund/sub-fund.

Any correspondence in relation to the deregistration of an AIF/sub-fund in Luxembourg should be sent to the following email address: aifm@cssf.lu

Disclaimer:

A non-EU AIFM shall be required to fulfil its reporting obligations under Annex IV of the AIFMD towards the CSSF, even after sending the cessation notification, for as long as Luxembourg investors are invested in the relevant AIF in compliance with ESMA questions and answers on the application of the AIFMD (Question n° 36). The annual fees to the CSSF (as specified below) are due as long as the AIF is obliged to provide the said reporting.

According to Article 46 of the Law of 12 July 2013 on alternative investment fund managers (Article 43 of the AIFMD), the rules for the application of Article 46 of the Law of 12 July 2013 on alternative investment fund managers for marketing of foreign alternative investment funds to retail investors in Luxembourg are laid down in CSSF Regulation N° 15-03.

Prior to marketing its units or shares to retail investors in Luxembourg, any foreign AIF must have obtained an authorisation for such marketing from the CSSF.

The Application Form as well as any changes to the initial Application Form must be sent to the following email address: opc@cssf.lu

If an AIFM intends to cease the marketing of its AIF/sub-fund/units or shares to retail investors in Luxembourg and deregister the AIF/sub-fund, it must inform the CSSF whether Luxembourgish investors are still invested in the fund/sub-fund.

Any correspondence in relation to the deregistration of an AIF/sub-fund/units or shares in Luxembourg under Article 46 of the AIFM Law should be sent to the following email address: opc@cssf.lu.

The AIFM 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.

Authorised AIFMs 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 an AIF in an equally prominent manner, and that all information included in marketing communications is fair, clear and not misleading.

The CSSF does not require foreign AIFMs 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.

No document needs to be provided in the notification file.

The fees charged by the CSSF for the processing of the notification and registration by AIFMs in the context of the marketing of units/shares of foreign AIFs in Luxembourg are set out in the Grand Ducal Regulation of 23 December 2022 relating to the fees to be levied by the CSSF. The applicable fees concerning the initial notification and the annual fees for the marketing of AIFs can be found below.

Details regarding the fees to be paid in relation to the marketing of units of foreign AIFs in Luxembourg can be found here: Publication of regulatory fees and charges.

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.

In addition to the provisions referred to above, which are set out specifically for the marketing of AIFs by AIFMs, there may be other legal provisions that may apply when marketing them in Luxembourg, although they are not specifically designed for the marketing of AIFs, depending on the individual situation of those involved in the marketing of shares or units of AIFs. 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 an AIF. Where uncertainty exists, those marketing or investing in AIFs 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

Disclaimer: The CSSF has taken reasonable care to ensure that the information on the national provisions governing the marketing requirements for AIFs 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: Summaries of national provisions governing the marketing requirements for AIFs.

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.