AIFM – CSSF updated FAQ (8) 29 December 2014

The following points have been updated: (i) date of first reporting (ii) Marketing of non-EU AIFs to professional investors in Luxembourg without passport by EU AIFMs on the basis of article 37 of the Law of 2013 (iii) Notification to the CSSF of the acquisition of major holdings and control of non-listed companies on the basis of article 25 of the Law of 2013

Question 14d) Reporting requirements: AIFMs established before the 22 July 2014 and having been granted their authorisation between the 1st October 2014 and the 31 December 2014 are required to submit the first reporting - covering the period from 1st October 2014 to 31 December 2014 - for 31 January 2015 at the latest (15 February 2015 at the latest where the AIF is a fund of funds).

Question 19 Marketing of non-EU AIFs to professional investors in Luxembourg without passport by EU AIFMs on the basis of article 37 of the Law of 2013: Authorized EU AIFMs may market in Luxembourg without passport but only to professional investors shares or units of non-EU AIF(s) it manages and/or EU feeder AIF(s) whose master AIF is either not an EU AIF or if an EU AIF, is not managed by an authorised EU AIFM. The CSSF shall be informed of any such marketing activity as well as of its termination by way of the form available on the CSSF website. EU AIFMs marketing non EU AIFs in this framework have to appoint an entity to carry out the duties referred to as “Depo Lite Services” including cash monitoring, safekeeping of assets and oversight of certain operational functions and inform the CSSF of such appointment. The FAQ specifies that the marketing activity shall not be undertaken in a way that contravenes the Luxembourg consumer code

Question 20 Notification to the CSSF of the acquisition of major holdings and control of non-listed companies on the basis of article 25 of the Law of 2013: Authorised Luxembourg AIFMs and non-EU AIFM marketing AIFs to professional investors in Luxembourg

The acquisition, disposal or holding of shares of a non-listed company, shall be notified to the CSSF when the proportion of voting rights of the non-listed company held by the AIF reaches, exceeds or falls below the thresholds of 10%, 20%, 30%, 50% and 75%. The acquisition of control of non-listed companies shall also be notified included when such control is acquired based on agreements between the AIFs or AIFMs

The notification shall be made using forms available on the CSSF websites and as soon as possible, but not later than 10 working days after the event.

Exemption of notification is granted for control of small enterprises based on the following criteria which employ fewer than 250 persons and which have an annual turnover not exceeding EUR 50 million, and/or an annual balance sheet total not exceeding EUR 43 million and acquisition of SPV with the purpose of purchasing, holding or managing real estate.