On 3 October 2025 the Luxembourg Commission de Surveillance du Secteur Financier (the « CSSF ») issued the second version of the Q&A (the “Q&A”) related to Circular CSSF 25/894 entitled “Information to be submitted to the CSSF in relation to investment funds non-authorised by the CSSF” (the “Circular”).
In this second version of the Q&A, the CSSF (i) added two questions, i.e. questions 10 and 11, and (ii) updated question 8.
1. Background
The Circular was issued on 27 June 2025 and is addressed to the following Luxembourg investment fund managers: alternative investment fund managers authorised or registered under the Luxembourg law of 12 July 2013 on alternative investment fund managers and management companies subject to Chapter 15 of the Luxembourg law of 17 December 2010 relating to undertakings for collective investment (“ManCos”), together “IFMs”.
The Circular establishes guidelines to be followed by IFMs when they start to manage a fund non-authorised by the CSSF. Investment funds non-authorised by the CSSF include:
- undertakings for collective investment in transferable securities subject to Directive 2009/65/EC (“UCITS”) not established in Luxembourg,
- alternative investment funds (“AIFs”) not established in Luxembourg, and
- non-authorised AIFs established in Luxembourg, i.e. AIFs which have not been granted prior authorisation by and/or are not subject to the prudential supervision of the CSSF.
More specifically, the Circular covers the transmission of information to the CSSF when an IFM starts to manage an investment fund non-authorised by the CSSF.
This first version of the Q&A of the Circular was issued on 26 June 2025, and this second version on 3 October 2025.
2. New questions
The CSSF added two questions to the Q&A:
- Does the Circular apply retroactively?
- What are the deadlines for submission specified in section 5 of the Circular?
To the first question, the CSSF gives the following answers:
- The Circular does not apply retroactively to AIFs that have already been notified to the CSSF. It is thus not necessary to automatically submit the new forms. These new forms must only be submitted in the event of any changes to the information previously notified to the CSSF.
- The Circular applies retroactively to foreign UCITS that were already managed by the IFM before the Circular came into effect. The aim is to obtain comprehensive and harmonized information on all UCITS established in another Member State and managed by a Luxembourg ManCo.
To the second question (“What are the deadlines for submission specified in section 5 of the Circular?”) the CSSF answers that:
- In cases where the fund has not yet been established when the IFM begins to manage the fund in question: the information must be submitted to the CSSF no later than 10 working days after the fund in question is established.
- In cases where the IFM ceases to manage the fund: the information must be submitted to the CSSF at the time of cessation of management or at the latest 10 working days after the termination of the IFM’s appointment.
3. Updated question 8
Question 8 summarizes the main acceptable configurations for IFMs, the funds they manage and the service providers for these funds. It notably mentions, for AIFMs, AIFs, UCITS not established in Luxembourg and ManCos the accepted locations and required supervisory status of the entities providing depositary, administration and portfolio manager services.
This question 8 of the Q&A has been updated to correct errors that were present in the first Q&A and to ensure that this Q&A is consistent with applicable laws and regulations. In particular, it was stated in the first Q&A that a non-authorised AIF established in Luxembourg, including a reserved alternative investment fund (“RAIF”), could have its administration located outside Luxembourg. The updated Q&A removes the possibility of this setup for RAIFs.
