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IntroductionThe Alternative Investment Fund Managers Directive (“AIFMD”), which was due to be implemented across the European Union (“EU”) by 22 July 2013, aims to harmonise the regulation of alternative investment fund managers (“AIFMs”) who manage or distribute alternative investment funds (“AIFs”) in the EU. The new regulations permit authorised AIFMs to market their EU AIFs, such as the Irish qualifying alternative investor fund or “QIAIF” to professional investors across the EU via a new pan-European passport. Click here to view the Implementation in Ireland factsheet.
ScopeAIFMD seeks to regulate AIFMs and does not directly regulate the AIFs. Unless an exemption can be availed of, AIFMD will apply to all AIFMs that:
>> are EU based;>> are non-EU based and have EU domiciled AIFs; or>> have non-EU AIFs that market their units/shares within the EU to European investors.
Exemptions/Out Of Scope*>> Subject to registration with local competent authorities, the aggregate assets under management of the AIFM are below the
following thresholds:• €100m, including leverage; or• €500m, provided the AIFs do not employ any leverage and they are closed-ended for 5 years;
>> The only investors in the AIF are the AIFM and/or entities within the AIFM’s group structure;>> The AIF is restricted in its constitutive documents to having only one investor;>> Holding companies, pension schemes, securitization special purpose vehicles, employee benefit schemes and family trusts; or>> Reverse solicitations (for non-EU AIFs only).
* Note: Although these exemptions are provided for under the Directive, application of these rules may vary between member states.
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AIFMD passport is available to EU AIFMs with EU AIFs
AIFM AIF Sold in the EU? Selling Regime AIFMD Requirements
EU EU Yes EU Passport AIFMD applies in full
EU EU No N/A AIFMD applies in full
EU Non-EU Yes Private Placement AIFMD applies in full, although not all of the depositary requirements are imposed
EU Passport may be possible from July 2015
AIFMD applies in full.
EU Non-EU No N/A AIFMD applies in full except for the depositary/annual reporting requirements.
Non-EU Non-EU Yes Private Placement Must comply with annual report, transparency and reporting obligations to national regulators in respect of each AIF and if relevant the obligations when acquiring substantial stakes in EU companies.
EU Passport may be possible from July 2015
AIFMD applies in full - AIFM must apply for authorisation from MSR- AIFM must have Legal Representative in MSR
Non-EU Non-EU No N/A None as AIFMD does not apply
Non-EU EU Yes Private Placement Must comply with annual report, transparency and reporting obligations to national regulators.
EU Passport may be possible from July 2015
AIFMD applies in full- AIFM must apply for authorisation from MSR- AIFM must have Legal Representative in MSR
Non-EU EU No N/A From 2015, AIFMD applies in full- AIFM must apply for authorisation from MSR- AIFM must have Legal Representative in MSR
Grandfathering ProvisionsExisting EU AIFMs have until 22 July 2014 to comply with the AIFMD obligations, although they may choose to opt-in before this date to avail of the pan-European passport.
DisclaimerThe information contained in the factsheet is necessarily brief and general in nature and does not constitute a detailed summary of all of the relevant information or legal advice. Appropriate legal or other professional advice should be sought for any specific matter.
