LUXEMBOURG Law and Practice Contributed by: Evelyn Maher, Gaston Aguirre Draghi and Djelloul Mansour, BSP
• states in writing that they are aware of the risks associated with the envisaged invest - ment. ELTIFs, which are AIFs that could take the form of one of the available funds in Luxembourg, are, depending on the rules that they comply with, potentially available to be marketed to both retail and professional investors upon notification in accordance with Article 32 of the AIFMD. 2.3.8 Marketing Authorisation/Notification Process An AIFM wishing to market to professional inves - tors in Luxembourg must submit a notification to the competent authorities of its home mem - ber state (the CSSF for Luxembourg AIFMs) in respect of each EEA AIF that it intends to mar - ket. This does not apply to Luxembourg AIFMs marketing Luxembourg regulated funds. The notification must comprise certain information, including: • a notification letter, with a programme of operations identifying the AIFs the AIFM intends to market and information on where the AIFs are established; • the AIF rules or instruments of incorporation; • identification of the depositary of the AIF; • an indication of the member state in which it intends to market the units or shares of the AIF to professional investors; and • information about arrangements made for the marketing of AIFs and, where relevant, information on the arrangements established to prevent units or shares of the AIF from being marketed to retail investors, including in the case where the AIFM relies on activities of independent entities to provide investment services in respect of the AIF.
The competent authorities of the home member state of the AIFM should, no later than 20 work - ing days after the date of receipt, transmit the complete notification file to the CSSF. From the date of notification of such transmission, mar - keting can begin. Those AIFMs wishing to market non-Luxem - bourg AIFs to retail investors must follow the detailed rules laid down in CSSF Regulation 15-03 on the marketing of foreign AIFs to retail investors in Luxembourg. Prior to marketing its units or shares to retail investors in Luxembourg, any foreign AIF must have obtained an authori - sation for such marketing by the CSSF. 2.3.9 Post-Marketing Ongoing Requirements Material Changes In the event of a material change in the informa - tion contained in its original marketing notifica - tion file, an AIFM must provide written notice of this change to its home state competent authority (the CSSF in the case of Luxembourg AIFMs), by resubmitting a marked-up version of the original notification file indicating the pro - posed changes. All material changes planned by the AIFM must be notified to the CSSF at least one month before implementing the change, or immediately after an unplanned change has occurred. De-Notification An AIFM may de-notify arrangements made for marketing as regards units of shares of some or all of its AIFs in Luxembourg, if the following conditions are met: • other than in respect of closed-ended funds and ELTIFs, a blanket offer is made to repur - chase or redeem, free of any charges or
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