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- Preliminary Material
- Main Text
- 1 Introduction
- Preliminary Material
- Definition of Undertaking for Collective Investment
- Historical Background
- Legal Sources
- Specific laws and regulations applicable to UCIs
- Chronological record of laws and regulations
- Grand-Ducal Decree of 22 December 1972 concerning the supervision of investment funds
- 1983 Act concerning undertakings for collective investment
- 1988 Act concerning undertakings for collective investment
- Act of 19 July 1991 concerning undertakings for collective investment whose securities are not intended for the public
- Act of 20 December 2002 with regard to undertakings for collective investment
- Act of 13 February 2007 relating to specialized investment funds
- Grand-Ducal Regulation of 8 February 2008 clarifying certain definitions
- Act of 17 December 2010 with regard to undertakings for collective investment
- Transposition of AIFMD into Luxembourg law
- Circulars issued by the Luxembourg supervisory authorities
- Chronological record of laws and regulations
- Laws and regulations not limited to UCIs
- Specific laws and regulations applicable to UCIs
- Role of the CSSF
- 2 Classification of Undertakings for Collective Investment
- Preliminary Material
- Classification of UCIs by Reference to their Investment and Sales Activities
- 2.01
- UCITS governed by Part I of the 2010 Act
- UCIs governed by Part II of the 2010 Act
- 2.36
- 2.37
- 2.38
- Closed-end UCITS
- UCITS that raise capital without promoting the sale of their units to the public in the whole of the EEA or any part thereof
- UCITS whose units, under their constitutive documents, may be sold only to the public in countries that are not members of the EEA
- Specific categories of UCITS determined by the CSSF
- Specialized investment funds within the meaning of the Act of 13 February 2007
- Classification of UCIs According to their Legal Form
- Contractual UCIs
- Incorporated UCIs
- 2.140
- 2.141
- 2.142
- Legal form of SICAVs (investment companies with variable capital)
- Legal forms of investment companies with fixed capital
- Other legal forms of UCIs
- Umbrella UCIs
- 3 Permitted Activities for Undertakings for Collective Investment
- Preliminary Material
- Permitted Activities for Coordinated UCITS
- Scope of permitted activities
- Main activities
- Eligible transferable securities
- Ancillary activities
- Unauthorized activities
- Investment limits for coordinated UCIs
- Obligation to pursue a policy based on the principle of risk spreading
- 3.118
- 3.119
- 3.120
- 3.121
- Application of the concept of ‘group’
- Separate asset and liability pools within the same issuer
- Investment restrictions applicable by type of instrument
- Combined limits per issuer
- Prohibition on pursuing a takeover policy
- Obligation to pursue a policy based on the principle of risk spreading
- Tolerated non-compliance with investment restrictions for coordinated UCITS
- Conditions surrounding investment in UCI units
- Conditions surrounding master-feeder structures
- Conditions surrounding investment in derivatives
- Money market funds and short term money market funds
- Scope of permitted activities
- Permitted Activities for UCIs other than Coordinated UCITS
- Investment objectives of UCIs governed by Part II of the 2010 Act and by the Act of 13 February 2007
- Investment and borrowing limitations applicable to UCIs governed by Part II of the 2010 Act or by the Act of 13 February 2007
- Specific standards for certain UCIs governed by Part II of the 2010 Act
- Non-coordinated funds of funds
- UCIs investing mainly in risk capital
- UCIs investing mainly in real property
- UCIs pursuing alternative investment strategies
- Specific standards for AIFs and coordinated AIFMs under AIFMD
- AIFs investing in securitization positions
- AIFs which acquire control over portfolio companies
- Leveraged AIFs
- Obligations of AIFM that employ leverage
- Risk Management for UCITS, AIFs, and SIFs
- Risk Management for UCITS
- Introduction
- Risk management function
- Identification, measurement, management, and monitoring of the UCITS’ risks
- Introduction
- Risk identification
- Determination of the UCITS’ risk profile
- Risk measurement, management, and monitoring
- Reporting regarding the risk management process
- Risk management for coordinated AIFs
- Introduction
- Risk management function
- Identification, measurement, management, and monitoring of the AIF’s risks
- Reporting regarding the risk management process
- Risk management for SIFs
- Risk Management for UCITS
- Use by Coordinated UCITS of Derivatives and Portfolio Management Techniques
- Introduction
- Recourse to derivatives
- Portfolio management techniques
- 3.733
- 3.734
- 3.735
- 3.736
- 3.737
- Securities lending transactions
- Purchase with option to repurchase transactions (achat à réméré)
- Sale of securities with a repurchase option (vente à réméré)
- Reverse repurchase agreement transactions (opérations de prise en pension)
- Repurchase agreement transactions (opérations de mise en pension)
- Receipt of an appropriate guarantee/collateral
- Other portfolio management techniques
- ESMA Guidelines on ETFs and other UCITS issues
- 4 Establishment of Undertakings for Collective Investment
- Preliminary Material
- The Role of the Promoter
- Constitutive Documents and Sales Literature
- Arrangement of constitutive documents and sales literature
- Constitutive documents
- Contractual UCIs
- Management regulations
- Contents of management regulations
- 4.20
- General contents of management regulations
- Name and duration of the FCP
- Investment policy and restrictions
- Distribution policy
- Remuneration of the management company
- Other commitments and costs of the FCP
- Publication of management regulations
- Closing date of the FCP’s accounts
- Dissolution of the FCP
- Procedures for amendment of management regulations
- Procedure for the issue of units
- Redemption procedure
- Valuation of the FCP’s assets
- Reference currency of the FCP
- Specific rules applying to AIFs governed by AIFMD
- Specific information about sub-funds
- Corporate UCIs
- Contractual UCIs
- Sales literature
- Prospectus for UCIs governed by the 2010 Act or by the Act of 13 February 2007
- Principles
- Minimum information for UCIs governed by the 2010 Act
- 4.102
- 4.103
- 4.104
- 4.105
- Structure of UCIs and, as the case may be, their management company
- Investment policy and restrictions
- Risk transparency for coordinated UCITS
- Historical performance of coordinated UCITS
- Standard investor profile for which a coordinated UCITS has been developed
- Conducting Persons of UCIs
- Units and shares in UCIs
- Liquidation of UCIs
- Financial information
- Information about the depositary and the investment advisers
- Tax treatment of UCIs
- Circulation of information
- Risk profile of UCIs
- Umbrella funds
- Information to be made available to investors in an AIF
- Principles
- Information to be provided before the investment
- Depositary
- Head office agent, investment adviser/manager, auditor, distributor, and any other service providers
- Investment policy/strategy
- Leverage/collateral/right to use assets
- Liquidity risk management
- Financial information
- Financial performance
- Legal implications of investment
- Delegated management functions
- Professional liability insurance
- Fair treatment of investors
- Periodic information
- Acquisition of control of a non-listed company
- KIID
- Principles
- Presentation and format
- Content
- Update
- Liability
- Distribution of the KIID
- Specific situations
- Other publications
- Use of the internet for marketing purposes by Luxembourg UCIs
- Prospectus for UCIs governed by the 2010 Act or by the Act of 13 February 2007
- Constitutive documents
- Publication of constitutive documents and sales literature
- Arrangement of constitutive documents and sales literature
- Entry on the List of UCIs
- 5 Securities Issued by Undertakings for Collective Investment
- Preliminary Material
- 5.01
- 5.02
- 5.03
- 5.04
- Units and Shares Issued by UCIs
- Types and forms of units and shares of UCIs
- Rights attaching to the units and shares of UCIs
- Issue of units or shares of UCIs
- Transfer of units or shares of UCIs
- 5.138
- 5.139
- Restrictions on the assignment of units and shares of UCIs
- Transfer of units and shares between investors
- Redemption of units and shares issued by UCIs
- 5.160
- 5.161
- Redemption of units issued by FCPs
- Redemption of shares issued by SICAVs
- Redemption of shares issued by SICAFs
- Founder Shares Issued by UCIs
- Bonds Issued by UCIs
- 6 Parties Involved in the Operation of Undertakings for Collective Investment
- Preliminary Material
- Conducting Persons of UCIs
- 6.01
- 6.02
- Principles
- Powers and functions of the management bodies and their delegates
- 6.46
- Management bodies stricto sensu
- Delegates of management bodies
- 6.61
- Delegates of the board of directors or of the management board of an investment company incorporated as an SA
- Delegates of the management company of a common fund
- Liability of management bodies and their delegates
- 6.103
- Liability of the directors, members of the management board, or members of the supervisory board of an investment company incorporated in the form of an SA
- Liability of the management company and its directors
- Liability of the delegates of management bodies
- Authorization of the conducting persons of UCIs
- Status of coordinated management companies
- 6.158
- Permissible activities for coordinated management companies
- Ownership of management companies
- Own funds of management companies
- The bodies of the management company
- Head office of management companies
- Internal governance
- 6.265
- 6.266
- General requirements regarding procedures and organization
- Complaints handling
- Permanent compliance function
- The internal audit function
- Permanent risk management function
- Personal transactions
- Conflicts of interests
- Rules of conduct
- Remuneration policy
- Obligation to verify the existence of internal governance arrangements within the delegates
- Delegation of functions by coordinated management companies
- European passport
- Freedom of establishment and freedom to provide services in another Member State by a Luxembourg-based management company
- Establishing a branch
- Freedom to provide services
- Additional rules and formalities applicable when a non-Luxembourg UCITS is managed on a cross-border basis by a Luxembourg management company
- Additional rules and formalities applicable when a Luxembourg UCITS is managed on a cross-border basis by a non-Luxembourg management company
- Status of self-managed investment company
- Status of AIFMs
- 6.391
- 6.392
- 6.393
- 6.394
- Determination of the AIF
- Exemptions
- AIFM subject to authorization
- Permitted activities
- Authorization and operating conditions
- 6.443
- Authorization requirements
- Operating conditions
- Principle of proportionality
- Resources
- Remuneration
- Conflicts of interest and risk management
- Liquidity management
- Governing body
- Senior management
- Electronic data processing
- Accounting procedures
- Permanent compliance function
- Permanent internal audit function
- Valuation
- Delegation
- 6.473
- 6.474
- 6.475
- 6.476
- 6.477
- 6.478
- 6.479
- General principles
- Objective reasons
- Eligibility of delegates
- Effective regulatory supervision
- Delegation of portfolio management and risk management
- Eligible entities
- Conflicts of interest between the AIFM, the AIF, and the delegate
- Letter-box entity test
- Sub-delegation
- Using the passport to manage AIFs
- AIFMD and third countries outside the European Union
- 6.523
- 6.524
- 6.525
- The temporary and limited closure of the European market
- The imposition of requirements similar to AIFMD for non-EU AIFMs
- Compliance with additional requirements
- ESMA and the consistency of approach of competent authorities in relation to the approval and the supervision of AIFMs and AIFs based in third countries
- Remuneration policies
- 6.571
- 6.572
- 6.573
- 6.574
- 6.575
- 6.576
- Scope of the remuneration policies regime
- Requirements imposed under the remuneration policies regime
- The Depositary of a UCI
- 6.622
- 6.623
- 6.624
- 6.625
- 6.626
- 6.627
- Historical background
- UCITS and AIFs not submitted to AIFMD
- Tasks of the depositary
- 6.642
- 6.643
- 6.644
- Obligation of supervision
- Custody of the assets
- Global delegation of the duties of the depositary
- Oversight of a UCI’s transactions
- Civil liability of the depositary
- Tasks of the depositary
- Depositary regime under AIFMD
- 6.740
- Entities eligible to act as depositary
- Duties of a depositary
- 6.749
- Proper monitoring of an AIF’s cash flow
- Safekeeping
- Definition of financial instruments which may be held in custody
- Safekeeping duties related to financial instruments that can be held in custody
- Definition of other assets
- Safekeeping duties related to these other assets
- Reporting obligations for prime brokers
- Specific supervisory duties
- Oversight duties—general requirements
- Clarification of the depositary’s oversight duties
- How should the depositary perform its duties?
- Depositary’s liability
- 6.872
- 6.873
- Contractual liability for the loss of financial instruments held in custody
- Contractual liability in case of delegation
- Contractual liability for any other losses
- Liability vis-Ã -vis investors for breach of its fiduciary duties
- Specific regimes of liability
- The Head Office Agent of a UCI
- Principles
- Exercise of the main head office functions
- Accounting
- Calculation of the net asset value
- 6.929
- General rules
- AIFMD
- Valuation of assets of AIFs governed by AIFMD
- Calculation of the net asset value per unit of the AIFs governed by AIFMD
- Issue and redemption of units or shares
- Keeping the register of unitholders or shareholders
- Collaborating in the preparation of documents to be sent to investors
- Sending the documents to investors
- Storage of a UCI’s essential documents
- Delegation of head office functions
- Status of head office agents established in Luxembourg
- Electronic processing of data
- Prevention and elimination of late trading
- Prevention and elimination of market timing
- Distributors of Units of UCIs
- 7 Marketing the Units of Undertakings for Collective Investment in the Grand Duchy of Luxembourg
- Preliminary Material
- 7.01
- 7.02
- Marketing the Units of Luxembourg-based UCIs
- General presentation of the Act of 10 July 2005
- Interaction of the Act of 10 July 2005 with the 2010 Act and the Act of 13 February 2007
- Public offering
- Admission to listing and/or trading
- Marketing the Units and Other Securities of Foreign UCIs
- 8 Supervision Duties and Powers of the CSSF
- Preliminary Material
- Duties and Powers of the CSSF
- 8.01
- 8.02
- 8.03
- 8.04
- 8.05
- Duties and powers of the CSSF in relation to the supervision of management companies and AIFMs providing services to Luxembourg-based coordinated UCITS and/or AIFs
- 8.06
- Luxembourg management companies for coordinated UCITS
- Luxembourg management companies for UCIs other than coordinated UCITS and coordinated AIFs
- Luxembourg coordinated AIFMs
- Foreign management companies managing Luxembourg coordinated UCITS
- Foreign management companies managing UCIs other than coordinated UCITS and coordinated AIFs
- Foreign AIFMs
- Duties and powers of the CSSF in relation to the supervision of Luxembourg UCIs
- Duties and powers of the CSSF in relation to the supervision of foreign UCIs
- Powers of the CSSF during the liquidation of Luxembourg-based UCIs or management companies
- Transactional competence of the CSSF
- Intermediaries Acting in Support of the CSSF’s Supervisory Role
- Intermediaries in Luxembourg-based UCIs and management companies
- The two essential intermediaries supporting the CSSF’s supervisory role: the depositary and the independent auditor
- Duties of independent auditors of UCIs and management companies
- Status of the independent auditor of UCIs
- Intermediaries in foreign UCIs
- Intermediaries in Luxembourg-based UCIs and management companies
- Supervision of Luxembourg-based UCIs by Foreign Supervisory Authorities
- Collaboration between the CSSF and Foreign Supervisory Authorities
- 8.124
- 8.125
- 8.126
- 8.127
- Cooperation between the CSSF and the supervisory authorities of other Member States of the EEA
- Cooperation between the CSSF and the supervisory authorities of countries outside the EEA
- Treatment of Errors in the Calculation of Net Asset Value and Non-compliance with Investment Rules
- 8.173
- 8.174
- 8.175
- 8.176
- 8.177
- Definitions and scope of application
- Correction measures
- Correction procedures
- 8.238
- 8.239
- 8.240
- General procedure
- Simplified procedure
- Fast-track procedure
- Cross-border consequences of Circular 02/77 within the EEA
- Cross-border consequences of Circular 02/77 outside the EEA
- 9 Dissolution and Restructuring of Undertakings for Collective Investment
- Preliminary Material
- Dissolution and Liquidation of a UCI or of a Sub-fund of a UCI
- Merger and Demerger of UCIs
- Merger of coordinated UCITS or sub-funds
- Other mergers of sub-funds
- Other mergers of UCIs
- Demerger of UCIs (scission)
- Conversion of UCIs
- 10 Undertakings for Collective Investment and Criminal Law
- Preliminary Material
- 10.01
- UCIs and the Combating of Money Laundering and Terrorist Financing
- 10.02
- 10.03
- 10.04
- 10.05
- 10.06
- 10.07
- 10.08
- Outline of the Luxembourg regulations in the combating of money laundering and terrorist financing
- Prevention: professional obligations
- 10.09
- Professionals concerned
- Professional obligations
- 10.18
- 10.19
- 10.20
- Obligation to apply CDD measures
- General rules
- Principle
- Procedure
- Simplified identification obligation
- Enhanced identification obligation
- Non-face-to-face business relationships
- Politically exposed persons (PEPs)
- Cross-border correspondent banking and other similar relationships
- Countries or territories which do not apply or apply to an insufficient extent measures combating money laundering and terrorist financing
- General rules
- Penalties: money laundering and terrorist financing offences
- Prevention: professional obligations
- Difficulties concerning the application of the special rules applicable to UCIs
- UCIs and Professional and Banking Secrecy
- Scope of the application of professional and banking secrecy
- History of professional and banking secrecy
- Lifting of banking secrecy
- 10.87
- 10.88
- Lifting of banking secrecy in cases covered by the 1993 Act
- Lifting of banking secrecy in cases not covered by the 1993 Act
- 11 Undertakings for Collective Investment and Tax Law
- Preliminary Material
- Tax Treatment of UCIs
- History of the tax treatment of UCIs
- Features of the tax regime for UCIs
- Tax treatment of UCIs on their formation
- Ongoing tax treatment of UCIs
- Application of subscription tax
- Subscription tax rate
- Basis of assessment for subscription tax
- Tax treatment of UCIs on dissolution or restructuring
- Tax rules for management companies of UCIs
- Eligibility of UCIs to Benefit from Double Taxation Treaties
- 11.110
- 11.111
- Conditions under which Luxembourg-based UCIs are eligible to benefit from tax treaties
- Conditions determining the eligibility of foreign UCIs to benefit from tax treaties
- Taxation of Participants in Luxembourg-based UCIs
- Tax Supervision of UCIs
- Impact on UCIs of the European Directive on the Taxation of Savings Income
- Presentation of Directive 2003/48
- Transposition of the Directive into Luxembourg law
- Differing treatment of UCIs under the law
- 12 Undertakings for Collective Investment and European Law
- Preliminary Material
- 12.01
- 12.02
- 12.03
- 12.04
- 12.05
- 12.06
- 12.07
- 12.08
- 12.09
- 12.10
- 12.11
- 12.12
- 12.13
- Freedom of Movement
- Consequences of European Law for UCIs
- Impact of European Competition Law on the Sector of Undertakings for Collective Investment
- 13 Risk Capital Investment Companies
- Preliminary Material
- Legal Framework
- Organization
- Basic features
- Structure and operation
- 1 Introduction