One of the key drivers for the AIFMD1 is to monitor systemic risk by, among other means, collecting relevant information through harmonized reporting by alternative investment fund managers (“AIFMs”) on their alternative investment funds (“AIFs”) managed or marketed in the EU. Reported information will be shared with ESMA, the financial regulators of EEA member states and the European Systemic Risk Board (“ESRB”).
The Luxembourg supervisory authority, the Commission de Surveillance du Secteur Financier (“CSSF”), has recently issued press release 15/04 (“Press Release”) in order to remind Luxembourg AIFMs and non-EU AIFMs that market AIFs in Luxembourg under the AIFMD as to their reporting obligations to the CSSF.
These obligations should be read in light of CSSF circular 14/581 on reporting obligations of AIFMs in accordance with the Luxembourg law of 12 July 2013 on alternative investment fund managers (“AIFM Law”)2. This circular, issued in January 2014, provides technical guidance on reporting, which must be made electronically after completion of the process as laid out in the Press Release.
Who is affected? What is the relevant reporting period?
The reporting obligations under the AIFM Law apply to AIFMs registered or authorized in Luxembourg, as well as all non-EU AIFMs marketing AIFs in Luxembourg under article 42 of the AIFM Law.
The latest version of the CSSF FAQ3 requires such AIFMs to report “…as from the first day of the following quarter after they have information to report until the end of the first reporting period.” It should be noted that the registration date or authorization date does not trigger the starting point for these purposes.
The Press Release is silent as to when AIFMs whose registration or authorization is still in process are first required to report. Based on the above, and in line with the general requirement to take all measures to comply with the AIFMD4, an AIFM whose registration or authorization process has not yet been completed, but which is subject to quarterly reporting and which managed an AIF before 1 October 2014, should deliver its initial report to the CSSF by 31 January 2015. This report should cover the period from 1 October 2014 through 31 December 2015. Where the AIFM is subject to semi-annual or annual reporting, its initial report must also be delivered by 31 January 2015, and should cover the period from the date on which information is available to report through 31 December 2014. In each case, an additional 15 calendar days are granted for reporting on an AIF that is a fund of funds.
What is the content of the report?
The template in Annex IV of the Commission Delegated Regulation5 (“Commission’s Template”) must be used for reporting purposes. The Commission’s Template requires information on the AIFM and the AIFs managed by the AIFM, and classifies AIFs in accordance with their investment strategies.
Registered AIFMs are required to complete only certain sections of the Commission’s Template – they must identify all AIFs that they manage and provide specific information regarding these AIFs (including the AIFs’ strategies, main instruments, principal exposures and markets).
In addition to the information required to be provided by registered AIFMs, authorized AIFMs must provide more detailed information, as well as the results of their stress testing.
Where AIFs employing substantial leverage (i.e., leverage exceeding three times the net asset value under the “commitment method”) are managed, additional data on leverage must be provided.
Non-EU AIFMs are required to report only on those AIFs they market in Luxembourg.
What is the reporting frequency?
Reporting frequency is determined based upon assets under management, type of assets and whether assets are acquired through leverage, as set forth in the table below.
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Frequency
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Assets under management
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Type of assets
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Leverage
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End of reporting period
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Yearly
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At or below the de minimus AIFM exemption threshold6
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Non-listed companies (controlling interest)
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No
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31 December
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Half-yearly
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Above the de minimus AIFM exemption threshold and below EUR 1 billion
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Any
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No
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30 June and 31 December
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Quarterly
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Above EUR 500 million
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Any
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Yes
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31 March,
30 June,
30 September and 31 December
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Above EUR 1 billion
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Any
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No
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Footnotes
1) EU Directive 2011/61/EU of the European Parliament and the European Council of 8 June 2011 on alternative investment fund managers.
2) Reporting obligations are set out in article 3(3) (d) of the AIFM Law for Luxembourg-registered AIFMs and article 22(1), (2) and (4) of the AIFM Law for Luxembourg-authorized AIFMs.
3) The FAQ, dated 29 December 2014, are available at http://www.cssf.lu/fileadmin/files/AIFM/FAQ_AIFMD.pdf.
4) Article 58(1) of the AIFM Law.
5) Commission Delegated Regulation (EU) Number 231/2013 of 19 December 2013 supplementing AIFMD.
6) EUR 100 million or EUR 500 million. See AIFMD, Article 3(2)
