At the beginning of the month, the CSSF published a press release announcing the introduction of a new administrative process for those investment fund structures that are under its direct supervision (UCITS, part II funds, SIF, SICAR): From 1 April 2025 on ( no, this is not an elaborate April’s fool joke) it will be possible under certain circumstances to request a new visa stamped prospectus or offering document from the regulator without any prior review thereof.

So far, any new visa stamped prospectus was issued exclusively after going through an approval process with the CSSF, even if the contemplated changes were minor, non material or limited to changing the layout of the document. However, the press release remained unclear on the details of this process, and in particular in which cases a prior approval process would no longer be required.

In the meantime, more useful details have emerged by way of more detailed guidelines that were published on 20 March on the eDesk portal, which is a web-based portal through which certain approval procedures need to be conducted. Why these guidelines were not made available more easily remains the regulator’s own secret, so for ease of access these guidelines are here.

The guidelines set out several cases in which the simplified visa process without a prior review by the CSSF can be used:

• Share classes: adding a new one if it is not complex, changing its name, changing its feature
• Amendment(s) to the initiator if it is set out in the prospectus
• Costs / fees: any change thereto (but not always, see below)
• Sub-funds: Changes to an existing sub-fund if they are not material (e.g. investment policy, benchmark if not captured by the BMR, changes to SFDR annex)
• General part of the prospectus: any non material changes
• Updates resulting from ESMA or other such institutions if they are not material

The envisaged simplification and acceleration of such processes is of course more than welcome. It will certainly be practical for a number of fund initiators that certain banal or immaterial changes can be made more or less immediately and without the delays of a formal review by the CSSF.

In its Appendix 3, the guidelines also give a significant number of examples of what is considered a material change, i.e. in which case a one-month notice period may be required pursuant to the CSSF Circular 14/591 (and the conducting of a prior review). It should also be mentioned that the CSSF can always decide to conduct a review after the fact.

For any question in this context, contact our Investment Funds team at VANDENBULKE.