This post was authored by Winston Penhall, Editor of this blog and partner in the Investment Funds practice of Reed Smith LLP, London and Paul Moran, Reed Smith trainee, London.
The Alternative Investment Fund Managers Directive and its implementing measures (“AIFMD”) introduced new reporting requirements for:
- “EEA-AIFM”, managers established in the European Economic Area (“EEA”); and
- “non-EEA AIFM”, managers not established in the EEA who market an alternative investment fund (or “AIF”) into the EEA
AIFM that are authorised by the UK Financial Conduct Authority (or “FCA”) are already subject to compulsory reporting, while non-EEA AIFM become subject to FCA reporting when they register with the FCA under the UK national private placement regime (the “UK NPPR”).
Non-EU AIFS – Calculating AUM
Small non-EEA AIFM under the UK NPPR report annually while above-threshold non-EEA AIFM determine their reporting frequency (the most regular being quarterly) by reference to their AUM calculated in accordance with the criteria set out at Chapter 16.18.4 of the FCA Supervision Manual.
For a non-EU AIFM managing non-EU AIFs, the AUM is the sum of the AUMs of all non-EU AIFs that the non-EEA AIFM is marketing in the EEA, as opposed to all of the non-EU AIFs managed by it.
In October, ESMA Guidance clarified that a non-EEA AIFM marketing a non-EEA feeder fund is required to report in respect of that feeder fund only where the non-EEA master fund is managed by the same AIFM and is not being marketed. Please note that the FCA reserves the right to contact the non-EEA AIFM to request additional information on the master fund.
AIFMD reporting is now live under the FCA Gabriel (Gathering Better Regulatory Information Electronically) reporting system.
Please note that most non-EEA AIFM will need to submit their initial report by 1 February 2015 and that, at the time of writing this blog, the FCA will only accept AIFMD reporting using XML v1.1.
Non-EEA AIFM who intend to register or have registered under the UK NPPR should therefore ensure that they have procedures in place to capture the data required to satisfy their AIFMD reporting obligations.
Please contact your usual Reed Smith Investment Funds or Regulatory Team contact if you wish to discuss this topic.