On December 29th 2014 the CSSF issued an update of its Frequently Asked Questions concerning the Luxembourg Law of 12 July 2013 on alternative investment fund managers as well as the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage transparency and supervision (the "FAQ").
Question 14 relating to "Reporting Aspects" has been updated. The CSSF has clarified that the first reporting shall be submitted by all AIFMs who have been authorised by December 31st 2014 for January 31st at the latest.
The FAQ is also completed with two new sections dedicated to:
i. the marketing of non-EU AIFs to professional investors in Luxembourg without a passport by EU AIFMs on the basis of article 37 of the Law of 2013 and to
ii. the 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.
The CSSF has clarified that the marketing of non-EU AIFs to professional investors in Luxembourg without a passport by EU AIFMs, on the basis of article 37 of the Law of 2013, is permitted and is subject to informing the CSSF prior to such marketing and the respect of the Luxembourg Consumer Code. For the purposes thereof the CSSF has made available a special information form on its website. The information provided must also allow the CSSF to identify the entity appointed to carry out the "Depo Lite services" under articles 21(7), (8) and (9) of AIFMD. The FAQ also clarify that a number of different entities could carry out the safe-keeping functions for the same non EU-AIF but that, in the case of the cash monitoring and oversight of operational functions the number of entities per non-EU AIF that can be appointed is limited to a maximum of one entity per duty.
It has been clarified that the requirement to notify the acquisition of major holdings and control of non-listed companies on the basis of article 25 of the Law of 2013 includes, not only every authorised Luxembourg AIFM, but also all non-EU AIFMS marketing AIFs to professional investors in Luxembourg without a passport. Question 20 further clarifies the definition of a non-listed company and provides the different scenarios under which a notification is required and the information to be notified. For the purposes of making the notification the CSSF has made available a special information form on its website.
Expressly excluded from the information to be notified is any information relating to the acquisition of major holdings and control of non-listed companies which are:
i. small and medium-sized enterprises falling under the definition of article (2) (1) of the Annex to commission recommendation 2003/361/EC, and
ii. special purposes vehicles with the purpose of purchasing, holding or managing real estate.
In case where a notification is required same shall occur within 10 working days after the AIF has reached, exceeded or fallen below the relevant threshold.
