1. The Alternative Investment Fund Managers Directive (2011/61/EU) (the "AIFM Directive") provides a new legal framework for both alternative investment funds (AIFs) and their managers (AIFMs)
Directive 2011/61/EU is a framework or "Level 1" directive, requiring further implementing measures. On 19 December 2012 the European Commission adopted a delegated regulation supplementing the AIFM Directive (2011/61/EU) (the "Regulation"). The Regulation provides detailed implementing rules for the AIFM Directive. Once into force, the Regulation will have direct application throughout the European Union, without the need for transposition into national law.
The Regulation addresses the following topics:
- conditions and procedures for the determination and authorisation of AIFMs, including the applicable capital requirements;
- general operating conditions for AIFMs, including rules on remuneration, transparency, conflicts of interest, risk management, liquidity management, investments in securitisation positions, organisational requirements and rules on valuation;
- rules on delegation;
- provisions relating to the depositary, including the role and responsibility of the depositary;
- reporting obligations and leverage calculation; and
- rules on cooperation arrangements between European regulators and non-EU regulators.
The Regulation is subject to a three-month review period by the European Parliament and the Council. During that term, each of them has the right to object to the entire Regulation, but they can no longer propose amendments. Assuming that no such objections are made, the Regulation will enter into force on 22 July 2013.
2. European Securities and Markets Authority (ESMA)
The European Securities and Markets Authority ("ESMA") has published Consultation Papers on (I) guidelines on key concepts of the AIFMD (2012/845), and (II) draft regulatory technical standards on types of AIFM (2012/844). The closing date for responses to both these consultations is 1 February 2013. The Guidelines and Technical Standards will be finalised in the first half of 2013.
3. AIFM Alert
We will be circulating a more detailed Corporate Alert on the impact of the implementation of the AIFMD and the Regulation early 2013. In the meantime, please do not hesitate to contact us with any questions you may have.