Global Trustee and Fiduciary Services Bite-Sized Issue 9 2025

12 QUICK LINKS CRYPTOASSETS CYBERSECURITY EMIR (UK) FINTECH MIFID/MIFIR (UK) SUSTAINABLE FINANCE/ESG T+1 ASIA PACIFIC AUSTRALIA EUROPE LUXEMBOURG NORTH AMERICA UNITED KINGDOM Global Trustee and Fiduciary Services Bite-Sized | Issue 9 | 2025 • Request to change the key function holders; • Request to change the réviseur d’entreprises agréé (approved statutory auditor); • Request to open a representative office; and • Request to use tied agents. The dedicated Excel-based file includes dedicated sheets for the various situations that may arise and the CSSF says that investment firms must duly complete the information requested on the sheet corresponding to their request to change or update the information. The CSSF states that any request for change that is not submitted using the above-mentioned Excel files is deemed to be null and void and will not be processed by the CSSF. Link to CSSF Announcement here NORTH AMERICA SEC Division of Investment Management Issues Accounting and Disclosure Information Regarding Closed-end Funds On 15 August 2025, Securities and Exchange Commission (SEC) staff issued an Accounting and Disclosure Information (ADI) regarding registered closed-end funds. The ADI stated that when reviewing registration statements for closed-end funds of private funds (CE-FOPFs), SEC staff will no longer provide comments requesting the registrant either (i) include accredited investor status and minimum investment requirements or (ii) limit its private fund investments to 15 percent of its assets. The SEC staff highlighted that investors in CE-FOPFs who indirectly invest in private funds have regulatory protections under the federal securities laws that differ from the safeguards afforded to direct investors in private funds. These protections include requirements that: • The CE-FOPF be managed by a registered investment adviser, which owes a fiduciary duty to the fund; • A board of directors, which also owes a fiduciary duty to the fund, exercises oversight of the CE-FOPF; and • The CE-FOPF make certain periodic disclosures and bear liability for material omissions and misstatements. The staff also highlighted that the 1940 Act, which applies to CE-FOPFs, and the rules promulgated thereunder also set forth requirements designed to protect investors, including with respect to board governance, mandatory compliance programs, limits against excessive leverage, and limits on overly complex capital structures. Furthermore, the 1940 Act prohibits certain conflicted transactions with affiliates, which, among other things, generally would preclude a registered closed‑end fund from investing in an affiliated private fund. The SEC staff indicated that when reviewing CE-FOPFs, the staff will continue to focus on promoting retail investor understanding of CE‑FOPFs in making informed investment decisions. The staff emphasized that, registration statement disclosures should be clear, concise, and understandable, and must comply with the Commission’s “plain English” rule. The ADI provided the following guidance related to disclosures: • A closed-end fund’s registration statement must disclose all of the information required by FormN-2; • A CE‑FOPF should provide full disclosure of its costs, strategies, and risks, as well as the investment process-related due diligence practices conducted by the adviser when evaluating private fund investment opportunities (including investment, operational, legal, and, as applicable, tax considerations). • The liquidity terms of the CE-FOPF should be disclosed.