On 27 June 2025, the Commission de Surveillance du Secteur Financier (CSSF) issued Circular 25/894, repealing and replacing the long-standing Circular 15/612. The previous circular had become a day-to-day tool for Luxembourg AIFMs registering new alternative investment funds (AIFs) that they manage. The new circular introduces a significantly broader framework and expanded notification obligations for Luxembourg investment fund managers (IFMs) managing funds not authorised by the CSSF.

A broader scope of notification

Circular 25/894 reflects the CSSF’s objective to maintain a comprehensive and up-to-date overview of all investment funds—regulated or not—managed by Luxembourg-based IFMs. It expands the notification requirement beyond the previous regime to include:

• European UCITS not established in Luxembourg;

• European AIFs, whether authorised in their home jurisdiction or not;

• Non-authorised AIFs established in Luxembourg; and

• AIFs established in a third country, whether authorised or not.

Where such funds comprise multiple compartments, the notification obligation applies at the level of each new compartment.

Entities in scope

The circular applies to the following Luxembourg IFMs:

• Authorised AIFMs (within the meaning of Article 5 of the 2013 Law);

• Registered AIFMs (within the meaning of Article 3 of the 2013 Law); and

• UCITS management companies subject to Chapter 15 of the UCI Law (ManCos).

Notification requirements and timing

IFMs must notify the CSSF of each investment fund not authorised by the CSSF that they undertake to manage, using the dedicated eDesk procedure and the official form available on the CSSF website.

Notification deadlines are as follows:

• Before management begins: for authorised AIFMs and ManCos;

• Within 10 working days of commencing management: for registered AIFMs.

The CSSF considers an IFM to assume the role of manager at the latest upon:

• The signing or effective date of the management agreement;

• The establishment of the fund, where the IFM also acts as managing general partner or shareholder; or

• Any other situation demonstrating that general responsibility for management has been legally and factually conferred.

Additional data requirements

In addition to fund-level information, IFMs must provide the CSSF with details regarding:

• UCI administrator(s); and

• Portfolio management delegate(s), and where applicable, sub-delegate(s).

Each IFM remains responsible for ensuring that the organisation, delegation, and sub-delegation structure of such funds complies with the regulations applicable to IFMs and funds not authorised by the CSSF.

Changes and cessation of management

Any material changes to submitted information, or the cessation of management, must be reported to the CSSF via eDesk:

• Without delay in the case of changes;

• Within 10 working days in the case of termination of the management mandate.

Immediate entry into force

Circular 25/894 entered into force on 27 June 2025 and repealed Circular 15/612 with immediate effect. No transitional measures were introduced.

A corresponding FAQ has also been published by the CSSF and is available here.

Need assistance?

For further guidance or support in adapting your internal compliance procedures to Circular 25/894, please contact our Investment Management team.

On 20 May 2025, the Commission de Surveillance du Secteur Financier (CSSF) published version 24 of its FAQ on the Luxembourg Law of 12 July 2013 on alternative investment fund managers (the “AIFM Law”). This version replaces the prior edition dated 18 October 2023 and introduces both editorial refinements and substantive updates intended to clarify the CSSF’s expectations and ensure alignment with current market and regulatory standards.

Version 24 includes two new questions (10.L and 10.M), amendments across several sections, and the removal of outdated transitional provisions.

Eligibility of entities for AIF cash accounts

In newly published question 10.L, the CSSF confirms that all cash of an AIF must be booked in cash accounts opened in the name of the AIF, in the name of the AIFM acting on behalf of the AIF, or in the name of the depositary acting on behalf of the AIF, with an entity meeting the criteria set out in Article 19(7) of the AIFM Law.

Only the following may qualify as eligible entities for holding such cash accounts:

• central banks;

• EU-authorised credit institutions; and

• third-country authorised banks that meet the conditions referred to in Article 86(a) of the AIFMD-CDR and points (a), (b), and (c) of Article 18(1) of Directive 2006/73/EC.

This list is exhaustive and must be applied in the context of the market where the AIF requires cash accounts for its operations.

Depositary checks for illiquid asset acquisitions

In question 10.M, the CSSF specifies that “checks and controls must be carried out by Luxembourg depositaries prior to the acquisition of illiquid assets (i.e. ex-ante)” to ensure compliance with their duties under Articles 90 and 96 of the AIFMD-CDR, particularly concerning ownership verification, recordkeeping, and timely settlement of transactions.

The FAQ outlines the following standard process:

• Prior to payment: prior notification of the relevant transaction by the AIFM to the depositary with supporting documents (in draft form, where applicable);

• At the time of payment: consistency checks between the details of the payment instructions and the documents referred to above;

• After payment: verification of the effective ownership of the assets by the relevant AIF, based on the final executed transaction documents and, where applicable, an extract from an external register (e.g. land register, commercial register, etc.).

Other amendments and clarifications

In addition to the new Q&As, the CSSF has introduced a number of other changes throughout the FAQ, including:

• clarification of the scope of the AIFM definition, particularly for registered AIFMs;

• explicit confirmation that RAIFs qualify as AIFs if they meet the criteria under Article 1(39) of the AIFM Law;

• clarification of depositary recordkeeping obligations under question 10.E, confirming that where custody is delegated to a third party (e.g. prime broker), the third party must transmit end-of-day positions on a fund-by-fund or compartment-by-compartment basis. This allows the depositary to maintain accurate records and ensure that the positions booked in its own accounts match those held by the third party, in accordance with Article 89(1) and Article 98(2a)(a)(ii) of the AIFMD-CDR; and

• editorial adjustments to terminology, legal references, and formatting.

Removal of transitional provisions

The CSSF has removed all transitional guidance, including the deletion of section 8 and associated legacy questions. This confirms that the transitional phase has ended and the AIFM regime now applies in full to all AIFMs and AIFs, without any grandfathering.

Additional clarifications on investor disclosure

The FAQ also expands guidance on the publication of PRIIPs KIDs, confirming that if a third-party website is used, access must be free, unconditional, not time-limited, and specific to the relevant AIF. The website address must be included in both the prospectus and the KID itself, and its accessibility must be regularly monitored.

Conclusion

Version 24 of the CSSF’s AIFM FAQ introduces key clarifications for market participants, particularly around cash account eligibility and the role of depositaries in illiquid investment strategies. These updates form part of the CSSF’s broader objective to promote regulatory clarity, operational consistency, and investor protection.

Stakeholders are advised to review the updated FAQ carefully and consider any necessary updates to internal procedures, governance frameworks, and service agreements.

Please contact our investment management team should you have any questions about the potential impact of these developments on your operations.