SFDR disclosures: Luxembourg regulator implements a fast track procedure for prospectus/issuing document updates
The CSSF issued a communication on 16 December 2020 on regulatory requirements and fast track procedure for UCITS, Part II UCIs and SIFs to facilitate the submission of prospectuses/issuing documents for visa stamp to the CSSF in view of the entry into force of the Regulation (EU) 2019/2088 on the sustainability-related disclosures in the financial services sector.
Regulation (EU) 2019/2088 requires investment fund managers of UCITS and AIFs to comply with harmonised rules on transparency regarding sustainability-related disclosures. The disclosure requirements set out in Regulation (EU) 2019/2088 will apply as from 10 March 2021 even though the level 2 regulatory technical standards have been delayed.
Investment fund managers shall assess their situation in respect of the new disclosures obligations, as well as their compliance with the requirements relating to the publication of information on their websites. Following this gap analysis, they shall identify the actions to be taken, such as: the update of (i) the prospectuses/issuing documents or AIFMD disclosures statements of the funds they manage, (ii) their internal policies and processes related to sustainability risks and (iii) their websites.
For AIFs, information should be made available in the AIFMD disclosures statement in accordance with Article 23 of the AIFMD.
UCITS prospectuses must be submitted to the CSSF until 28 February 2021 for visa stamp. The fast track procedure is also available for Part II UCIs and SIFs.
Actions to be taken
In relation to UCITS, disclosures required under Article 6 of the Regulation (EU) 2019/2088 on the sustainability-related disclosures in the financial services sector (SFDR) and, if applicable, Articles 7, 8 or 9 of SFDR must be disclosed in their prospectuses.
Such disclosures require a prior categorisation of the investment fund (as a product promoting an environmental or social characteristic (Article 8 SFDR), a product which have sustainable investment as its objective (Article 9 SFDR) or an out of scope product).
In order to benefit from the fast track procedure, updates must be limited to the changes required under SFDR and each updated prospectus must be accompanied by a letter based on the template available on the website of the Commission de Surveillance du Secteur Financier (CSSF). Such letter must include a summary of the amendments made to the prospectus/issuing document in order to comply with SFDR and a confirmation that all the relevant obligations under SFDR will be complied with by 10 March 2021.
Where a notice is foreseen to inform investors on prospectus/issuing document update, this notice shall also be submitted to the CSSF.
For AIFs, SFDR disclosures should be made available in the AIFMD disclosures statement in accordance with Article 23 of the AIFMD. The CSSF confirmed that the fast track procedure will also be available for Part II UCIs and SIFs.
The investment fund managers should assess their current situation in order to comply with the SFDR requirements before 10 March 2021. Any prospectus/issuing document to be visa stamped by the CSSF pursuant to the fast track procedure should be submitted to the CSSF by 28 February 2021 at the very latest.
For additional information, please see CSSF Communication. If you have any questions, please contact your trusted Loyens & Loeff adviser.
Marc MeyersPartner Attorney at Law / Avocat à la Cour
Marc Meyers, partner, heads the Investment Management Practice Group in our Luxembourg office. He focuses on the structuring and regulatory work for Luxembourg alternative investment fund structures.T: +352 466 230 306 E: email@example.com
Pieter LeguitLocal Partner Attorney at law
Pieter R Leguit, local partner, is a member of the Investment Management Practice Group in our Luxembourg office. He focuses on alternative investment funds, in particular private equity and real estate funds.T: +352 466 230 215 E: firstname.lastname@example.org
Jérôme MullmaierPartner Attorney at law / Avocat à la Cour
Jérôme Mullmaier, partner, is a member of the Investment Management Practice Group in our Luxembourg office. His practice covers the structuring of alternative funds, notably in the fields of private equity, real estate, infrastructure and debt.T: +352 466 230 269 E: email@example.com
Christophe BoyerLocal Partner Attorney at law
Christophe Boyer, local partner, is a member of the Investment Management Practice Group in our Luxembourg office. He focuses on fund structuring and alternative funds, such as hedge funds, and on private equity funds and new innovative fund products.T: +352 466 230 442 E: firstname.lastname@example.org
Veronica AroutiunianSenior Associate Attorney at law / Avocat à la Cour
Veronica Aroutiunian, senior associate, is a member of the Investment Management Practice Group in our Luxembourg office. She focuses on fund structuring, notably private equity and hedge funds.T: +352 466 230 386 E: email@example.com