CSSF – Standardised Model Prospectus for UCITS

Introduction

On 17 November 2022 the Luxembourg regulatory authority (Commission de Surveillance du Secteur Financier – “CSSF”) published a new Standardised Model Prospectus (the “SMP”) in English for undertakings of collective investment in transferable securities (“UCITS”) accompanied by a general User Guide and a Sub-Fund Specific Guidance for the set-up of sub-funds using the SMP.

The SMP should serve as a guidance for the set-up of UCITS and good practice to shorten the authorisation process by the CSSF. It composes and reflects the current and up-to-date practice and allows users to insert compulsory information of the UCITS in a template.

Background

An investment fund set up as a UCITS must be previously authorised by the CSSF in order to carry out any activities in Luxembourg. Before the creation or registration of a UCITS in Luxembourg, an application letter must be filed with the CSSF for entry on the official list. The official list is a register of all the investment funds authorised in Luxembourg and which are subject to the supervision of the CSSF. The entry on the official list is tantamount to authorisation and the CSSF will notify the entry to the investment fund concerned.

The application letter must be accompanied by several documents including the prospectus of the UCITS. A UCITS will only be authorised if the CSSF has approved the respective management regulations (i.e., prospectus, Articles of Association / Fund Rules) and the choice of the depositary. Upon receipt of the prospectus and all compulsory documents, the CSSF will examine and if satisfactory, processes the registration of the UCITS on the official list.

1. Scope

The SMP is designed for the set-up of the following UCITS (together referred to as “UCITS”):

• a UCITS to be set up as a common fund or with multiple sub-funds of low to average complexity domiciled in Luxembourg;

• a UCITS to be set up in the form of an investment company with variable capital (“SICAV”) domiciled in Luxembourg; and

• a UCITS to be managed by a Luxembourg-domiciled Management Company (“ManCo”) or by a Management Company domiciled in another EU Member state in accordance with the freedom to provide services on a cross-border basis.

1. Practical implementations of using the SMP

The SMP shall effectively be used for the establishment of new UCITS and does not have an impact on already authorised UCITS. The CSSF clarifies that the SMP shall not be considered as a regulatory requirement or as a guarantee for the approval and does not limit the right of the CSSF to request additional information as it deems necessary in the context of the authorisation process. The creation of a uniform structure shall solely simplify the review of the content and be understood as a guide as to what and where rather than the extent and content of the information to be provided. A review of whether the information given meets the regulatory requirements remains mandatory.

In practice, the authorisation process of UCITS remains unchanged and the processing times from submission of the application to approval will depend on the content, completeness, accuracy, complexity of the investment strategies and the speed of response either by the ManCo or the CSSF.

III. How can Zeidler Group assist?

We support you with the set-up of UCITS in Luxembourg including the drafting of your fund’s constitutional and offering documents for filing, ensuring that the documents meet the relevant regulatory requirements and liaise with the CSSF to obtain fund approval.

For additional queries in respect of the above, please do not hesitate to reach out and contact a member of our Legal Services Division or Regulatory Services Division.