UCITS passporting in Luxembourg

EEA Management Companies that are authorised in their home Member State to manage EEA UCITS may exercise passporting rights for the marketing in Luxembourg of an EEA UCITS Scheme. For the purposes of this section, an “EEA Management Company” also covers hybrid UCITS which are self-managed under the applicable legislation. 

EEA Management Companies may market shares or units of an EEA UCITS Scheme in Luxembourg once the HMSA confirms to such EEA Management Company that the relevant marketing notification (see below) was transmitted to the Commission de Surveillance du Secteur Financier (“CSSF”).  

The CSSF website provides information on the marketing notification process, including the relevant email address that the EEA Management Company needs to submit any changes to the initial marketing notification and supporting documentation 1
https://www.cssf.lu/en/national-provisions-governing-the-marketing-requirements-for-ucits/#ii-marketing-requirements-for-eu-ucits-marketing-in-luxembourg ; such changes need to be disclosed to both the CSSF and the HMSA. 

The notification letter from the HMSA to the CSSF for the marketing of the units / shares of the EEA UCITS Scheme in Luxembourg must contain the following information/documentation: 

1. the UCITS constitutive documents, its prospectus, KIID and, where appropriate, its latest annual report and any subsequent half-yearly report (translated in French, German, English or Luxemburgish); 
2. the address for the invoicing or for the communication of any applicable regulatory fees or charges by the CSSF; 
3. an indication that the UCITS is marketed by the management company that manages the UCITS, to the extent applicable; and 
4. information on arrangements made for marketing units/shares of the UCITS in Luxembourg, for example, (i) the procedure and the manner for subscription, repurchase and redemption orders (ii) the manner in which prospective investors can access the prospectus, the annual report, if available, or the half-yearly report covering the first six months of the UCITS financial year, if available and (iii) a contact point for communication with the CSSF. 

Following the transmission of this notification package by the HMSA to the CSSF, the HMSA will inform the EEA Management Company on such transmission which in turn will allow the EEA Management Company to market its UCITS under management in Luxembourg, without any further action. However, if the EEA UCITS Scheme is to be marketed/distributed by a third party other than the EEA Management Company, that person may be required to be subject to licensing requirements, whether in Luxembourg or in its home jurisdiction. 

When an EEA UCITS Scheme is marketed in Luxembourg, specific rules may apply, although they are not specifically designed for the marketing of UCITS, such as (i) the Luxembourg law of 30th July 2002 regulating certain commercial practices and penalising unfair competition, as amended, (ii) the Law of 8th April 2011 implementing the Luxembourg Consumer Code, as amended, and (iii) the Luxembourg law of 23 December 2016 on sales and selling on pavement and on misleading and comparative advertising, as amended, to the extent that Luxembourg retail investors are involved in the EEA UCITS Scheme. 

The CSSF will charge a single lump sum of EUR 3,000 for stand-alone foreign UCITS and EUR 5,500 for foreign UCITS with multiple compartments, as well as an annual amount of EUR 3,000 for a stand-alone foreign UCITS or EUR 5,500 for foreign UCITS with multiple compartments.