On 20 May 2025, the CSSF published Version 24 of its FAQ on the Law of 12 July 2013 on alternative investment fund managers (“AIFM Law”). This document provides updated guidance on the interpretation and application of various provisions of the AIFM Law, including revised definitions, clarification of delegation and outsourcing rules, and the removal of outdated content. Version 24 replaces the previous version dated 18 October 2023.
The FAQ in a nutshell
- Revised definition of “AIFM”: the CSSF has clarified that the AIFM Law applies to both external and internal AIFMs, and now explicitly states that registered AIFMs are subject only to paragraphs 3 and 4 of Article 3 of the AIFM Law and also potentially Article 50 (sets out the supervisory and investigatory powers of the CSSF), unless they opt in for full authorisation under the AIFM Law.
- Explicit reference to RAIFs: the CSSF has clarified that RAIFs established under the Law of 23 July 2016, though not subject to direct authorisation, qualify as AIFs if they meet the criteria of Article 1(39) of the AIFM Law. While this was implicit in previous versions, it is now explicitly confirmed across several questions, including in the context of local marketing rules (e.g. question 12), to eliminate any ambiguity regarding their eligibility for distribution to well-informed investors.
- Strengthened depositary verification obligations: the answer to question 10.E has been materially revised. Previously, depositaries were allowed to rely on the records maintained by third-party custodians of financial instruments (e.g. prime brokers) provided certain due diligence and access conditions were met. Under the revised guidance, depositaries must now obtain end-of-day positions directly from such third parties on a fund-by-fund or compartment basis and use this information to verify that the financial instruments held by the third party match the accounts maintained in their own books.
- PRIIPs KID publication requirements: the CSSF has expanded its guidance on how PRIIPs KIDs must be made available to retail investors. In addition to confirming the acceptable delivery methods (paper, durable medium, or website), the FAQ now clarifies that if a PRIIPs manufacturer uses a third-party or aggregator website to host the KID, this is only permissible if the access is unconditional, free of charge, not time-limited, and specifically dedicated to the AIF in question. The website address must be disclosed in both the prospectus and the KID itself, and the manufacturer must regularly verify that it remains active and up to date. These clarifications aim to ensure consistent access and transparency for retail investors.
- Cash account eligibility clarified: a new question (question 10.L) specifies that all cash of a Luxembourg AIF must be held in accounts opened in the name of the AIF, its AIFM (acting on its behalf), or its depositary (also acting on its behalf). These accounts must be opened with entities eligible under Article 19(7) of the AIFM Law, namely EU-authorised credit institutions, central banks, or third country authorised banks, as further defined in Article 86(a) of the AIFMD-CDR and Article 18(1) of Directive 2006/73/EC. This clarification reinforces the limited scope of eligible institutions permitted to hold AIF cash.
- Controls on illiquid asset acquisitions: a new question (question 10.M) confirms that checks and controls must be carried out by Luxembourg depositaries prior to the acquisition of illiquid assets (i.e. ex-ante). This is to ensure compliance with the requirements applicable to both (i) their safekeeping duties regarding ownership verification and record keeping (Article 90 of the AIFMD-CDR), and (ii) their duties regarding the timely settlement of transactions (Article 96 of the AIFMD-CDR). The CSSF outlines the expected process as follows:
- Prior to payment: prior notification of the transaction by the AIFM to the depositary with supporting documents (in draft form, where applicable);
- At the time of payment: consistency checks between 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, extracts from external registers (e.g. land register, commercial register, etc.).
The CSSF has also made several additional editorial adjustments throughout the FAQ, including updated legal references and aligned terminology (e.g. use of “authorised” instead of “regulated”) to ensure consistency with the AIFMD and Luxembourg legal framework. In this context, the CSSF has also deleted Section 8 and various related legacy questions that dealt with transitional provisions, first-time reporting deadlines, passporting dates, and pre-AIFMD marketing regimes. These deletions concern provisions that had become obsolete and are no longer applicable to current market participants. These changes do not affect the substance of the rules but aim to enhance legal clarity and interpretive coherence.
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