CSSF Circular 22/795: What every Luxembourg fund manager needs to know

What is CSSF Circular 22/795?

Published on 4 November 2022, CSSF Circular 22/795 implements the requirements of the AIFMD and UCITS Directive with respect to marketing communications. It replaces and expands upon earlier guidance, establishing a comprehensive framework for how Luxembourg-regulated investment funds may communicate with investors and potential investors.

The circular applies to all UCI (Undertakings for Collective Investment) registered or notified to market in Luxembourg, including UCITS, Part II UCIs, SIFs, SICARs, and ELTIFs. If your fund communicates with investors — whether via LinkedIn, email, factsheets, or whitepapers — this circular applies to you.

The 5 core obligations under 22/795

1. Fair, clear, and not misleading

All marketing communications must be fair, clear, and not misleading. This goes beyond avoiding factual errors — it includes:

• Presenting risks with equal prominence to potential returns
• Not using language that implies guaranteed returns
• Avoiding selective performance periods (cherry-picking)
• Ensuring that complexity does not obscure material information

2. Consistent with pre-contractual documents

Marketing communications must be consistent with information provided in the prospectus, KIID/KID, and any other pre-contractual documents. A factsheet describing a fund strategy differently from the prospectus is a compliance failure, regardless of whether the difference seems material.

3. Mandatory risk warnings

Every marketing communication must contain a clearly visible risk warning. The circular specifies the minimum content of this warning:

The warning must be presented in a manner that is clearly distinguishable from the rest of the communication — not buried in small print.

4. Performance presentation rules

Past performance presentation is one of the most common sources of CSSF violations. The circular requires:

• A minimum of 5 years of performance data (or since inception if shorter)
• Data presented on a calendar year basis
• The statement: "Past performance is not a reliable indicator of future results"
• Performance shown net of all fees and costs
• The base currency stated clearly

5. Identification as a marketing communication

It must be identifiable as a marketing communication — this must not be stated in passing. The term must appear prominently, typically at the top of the document.

What is prohibited

Beyond the positive obligations, the circular explicitly prohibits certain practices:

• Implied guarantees: Language like "safe", "secure return", "capital protection" without specific contractual basis
• Misleading comparisons: Benchmark comparisons that are inappropriate for the fund's strategy
• Selective periods: Showing only periods of outperformance
• Unsubstantiated claims: "Best-in-class", "top performer", "award-winning" without verifiable basis
• Complexity as camouflage: Technical jargon that obscures risk or costs

The consequences of non-compliance

The CSSF has been increasingly active in enforcing marketing communication standards. Administrative fines for marketing violations can reach:

• Up to €2.4 million or 2% of annual turnover (whichever is higher) for serious violations
• Public censure — which can damage reputation with investors and intermediaries
• Suspension of marketing authorisation in specific markets
• Personal liability for senior management in certain cases

How Komplync automates 22/795 compliance

Komplync's AI engine is trained directly on CSSF Circular 22/795 and checks every piece of content against its rules automatically. When you submit or generate content, the engine:

1. Checks for the presence of mandatory disclosures (risk warning, marketing identification)
2. Scans for prohibited language patterns (guaranteed returns, misleading superlatives)
3. Flags performance presentations that don't meet the 5-year rule or lack required caveats
4. Verifies consistency with the regulatory framework applicable to the fund category
5. Generates an audit trail with each rule reference for CSSF inspection readiness

The entire process takes under 10 seconds per piece, and results are presented inline with specific rule references and suggested corrections.