Luxembourg

1. EEA UCITS Scheme

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.  

According to Article 60 of the Undertakings for Collective Investments in Transferable Securities Act as amended (“UCITS Law ”), EEA Management Companies can market shares or units of an EEA UCITS Scheme in Luxembourg provided that the Commission de Surveillance du Secteur Financier (“CSSF”) receives a notification from the HMSA including a notification letter (see below), the latest version of its constitutive document, prospectus, KIID, annual report and biannual report (if any) as well as an attestation that the UCITS fulfils the conditions imposed by the UCITS Directive from the HMSA. 

The website of the CSSF provides information on the marketing notification process including the relevant email addresses.  

Notification

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

• the name and address of the paying agent in Luxembourg that may make dividend payments and payments in relation to subscription and redemption of units / shares of the UCITS in Luxembourg;
• the place where the investors may present subscription, redemption or conversion requests of units / shares of the UCITS;
• the place where Luxembourg investors may obtain the net asset values, issue and redemption prices, the latest prospectus, the latest financial reports, the management regulations / articles of incorporation and, as far as enabled, access to the contracts arranged with the UCITS; and
• the name of the local newspaper where any notice to the unit holders / shareholders will be published in Luxembourg.

Following the transmission of this notification by the HMSA to the CSSF, the CSSF will inform the EEA Management Company on the receipt of the notification and the EEA Management Company will then be able to market the notified unit / share class(es) of the EEA UCITS Scheme in Luxembourg, without being required to seek any additional permission. However, if the EEA UCITS Scheme is to be marketed by someone other than the EEA Management Company, that person may be required to be authorised in Luxembourg.

An EEA Management Company proposing to market an EEA UCITS Scheme in Luxembourg is required to appoint a credit institution in Luxembourg for making payments to unitholders/shareholders and redeeming units. Such EEA Management Company shall take the measures necessary to ensure that the information which it is obliged to provide by the rules of its home member state, is made available to unitholders/shareholders in Luxembourg respecting the relevant information obligations in Luxembourg.

The KIID and other documents of the notification must be submitted in French, German, English or Luxemburgish. 

Marketing and distribution rules

When an EEA UCITS Scheme is marketed in Luxembourg, specific rules on marketing must be complied with, such as (i) the Law of 30th July 2002 (as amended) regulating certain trade practices and penalising unfair competition and (ii) the Law of 8th April 2011 (as amended), implementing the Luxembourg Consumer Code, to the extent that Luxembourg retail investors are involved in the EEA UCITS Scheme.

2. Fees

The fees due to the CSSF are determined by Grand-Ducal Regulation of 21st December 2017 (as amended) relating to the taxes to be collected by the CSSF, which sets out that for EEA UCITS marketed in Luxembourg the fees payable are (i) a lump sum amount of EUR 2,650 for stand-alone UCITS and EUR 5,000 for UCITS with compartments and (ii) an annual amount of EUR 2,650 for a stand-alone UCITS or EUR 5,000 for UCITS with compartments.