On 23 August 2018, the CSSF issued two new circulars:
1. Circular 18/697 on organisational provisions applicable to depositaries of funds which do not fall under Part I of the law of 17 December 2010 on undertakings for collective investment (2010 Law) and, where applicable, to their branches (link here)
This Circular covers non-UCITS depositaries and also amends CSSF Circular 16/644 on UCITS depositaries and IML Circular 91/75. The Circular mainly clarifies or provides additional details on certain aspects of the provisions of the Luxembourg AIFM law and Delegated Regulation 231/2013. It covers depositaries of the following vehicles:
- AIFs managed by AIFMs and internally managed AIFs
Part II UCIs managed by authorised AIFMs, the offering documents of which expressly prohibit the marketing of their securities to retail investors established in Luxembourg
Part II UCIs managed by registered AIFMs, the offering documents of which expressly prohibit the marketing of their securities to retail investors established in Luxembourg
SIFs/SICARs which are not AIFs and SIFs/SICARs managed by registered AIFMs
The Circular enters into force on 1 January 2019. As of that date, CSSF Circular 16/644 on UCITS depositaries will also apply to Part II UCIs, the offering documents of which permit the marketing of their securities to retail investors established in Luxembourg.
2. Circular 18/698 on authorisation and organisation of fund managers in Luxembourg (link here)
This Circular is long and complex and covers Luxembourg management companies (ManCos), AIFMs, internally managed UCITS SICAVs and internally managed AIFs. To a large extent, the Circular codifies the current CSSF administrative practice applicable to ManCos and AIFMs and tries to align the two authorisation regimes, in particular on substance, internal organisation and key functions, but it contains certain important deviations and new requirements. It will therefore not only be relevant for new applicants intending to be licensed, but also to existing ManCos and AIFMs that will need to perform a gap analysis of their structure and organisation to ensure compliance with these new requirements.
The Circular enters into force immediately and repeals CSSF Circular 12/546.
The circulars are only available in French for now, translations will be available in due course.