By Selina Sagayam and Lauren Dunford of Gibson Dunn
The FSA published the first part of its long-awaited consultation paper “CP 12/32 Implementation of the Alternative Investment Fund Managers Directive (“AIFMD“) Part 1” on the 12th of November. Below is an extract about marketing and AIFs from Gibson Dunn’s alert. The alert also addressed valuation, remuneration, the compliance function, the use of leverage and a list of key dates.
Marketing interests in an Alternative Investment Fund
HM Treasury is expected to consult on this topic in Q1 2013. The AIFMD definition of marketing is “direct or indirect offering or placement at the initiative of the AIFM, or on behalf of the AIFM, of units or shares of an AIF it manages to or with investors domiciled or with a registered office in the Union”. The FSA intends to transpose this definition into the Glossary of the FCA Handbook. Although there is significant overlap between the concepts of marketing under the AIFMD and a promotion under the FSMA financial promotion orders, marketing under the AIFMD contains distinctive features outside the FSMA definition. In particular, the prohibitions on financial promotions do not include the AIFMD concept of “the placing of units or shares of an AIF with investors”, while some activities of placement agents to promote new AIFs may not be included in the AIFMD concept. AIFMD gives EEA Member States discretion to retain or put in place national marketing regimes for offerings to professional investors (“national private placement regimes“). It is expected that only minimal changes will be made to the UK national private placement regime. Where (i) a UK or EEA AIFM wishes to market a non-EEA AIF in the EEA or (ii) a non-EEA AIFM wishes to market any AIF in the EEA, AIFMD allows EEA Member States to maintain their national private placement regimes subject to certain conditions.
Website of authors: www.gibsondunn.com
The whole alert can be downloaded/read at
http://www.gibsondunn.com/