Transposition Of The AIFMD Into Luxembourg Law

The Luxembourg Parliament adopted on 10 July 2013 a bill of law (the "Law") transposing Directive 2011/61/EC on Alternative Investment Fund Managers (the "AIFMD"). The AIFMD intends to provide for an internal market for alternative investment fund managers (the "AIFMs") as well as to establish a European harmonised regulatory and supervisory framework for AIFMs' activities.

Introduction

The Luxembourg Parliament adopted on 10 July 2013 a bill of law (the "Law") transposing Directive 2011/61/EC on Alternative Investment Fund Managers (the "AIFMD"). The AIFMD intends to provide for an internal market for alternative investment fund managers (the "AIFMs") as well as to establish a European harmonised regulatory and supervisory framework for AIFMs' activities within the Union, including those having their registered office in a Third Country.

Besides transposing the AIFMD, the Law modifies the management company regime, and adapts some rules applicable to regulated alternative investment funds (the "AIFs"), namely to so-called Part II UCIs1, SIFs2 and SICARs3. Another important change is the modernisation of its société en commandite simple (common limited partnership or "SCS") and the creation of a limited partnership without legal personality (société en commandite spéciale or "SCSp"). The Law also amends the SEPCAV and ASSEP regimes4. Lastly, it introduces a new custodian regime for certain types of AIFs.

The present newsflash provides a brief overview on the abovementioned innovations and changes introduced by the Law.

External Regulated AIFMS

Following the entry into force of the Law, external regulated AIFMs5 may be either:

a "Chapter 15 Super Manco"6 i.e. a management company authorised to manage both undertakings for collective investments in transferable securities (the "UCITS"), and AIFs; a "Chapter 16 Manco"7 i.e. a management company authorised to manage (i) non-AIF investment vehicles8, (ii) Part II UCIs if an external AIFMD-compliant manager is designated, and (iii) AIFs where the assets under management do not exceed the "De Minimis Thresholds"9; or a "Chapter 16 Super Manco"10 i.e. a Chapter 16 Manco which is also authorised to manage AIFs where the assets under management do exceed the "De Minimis Thresholds". Only Chapter 15 Super Mancos and Chapter 16 Super Mancos11 will be able to benefit from the AIFMD passport.

Regulated AIFS

In Luxembourg regulated AIFs can take the form of a SIF, a SICAR or a Part II UCI. Each of these...