AIFMD – How to get there? Phase 1 Get the Facts Mapping exercise What does AIFMD say? Scope In/exempted/excluded/grand-fathered/out n n Organisational requirements - Conducting persons/substance - Capital requirements -Valuation Manager’s maturity regarding organisational requirements and operating conditions Operating conditions - Risk and liquidity management systems - Conflicts of interests policy - Remuneration policies n n  Transparency requirements n Contractual arrangements with delegates and depositary Impact assessment n n Timeline n What are your connections with the EU? - EU AIFM - Marketing in the EU - Management of EU AIF -None n Map the options - EU AIFM seek authorisation: management passport + marketing passport - Third-country level playing field - Non-EU AIFM + non-EU AIF marketing via private placement regimes n Phase 2 Get Ready What does AIFMD say? Structuring your business model Need to appoint a single AIFM Internal or external AIFM Plug and play: UCITS ManCo with AIFM license Convert Chapter 16 ManCo to AIFM nSet up AIFM nAIF internally managed n n n n Increase of capital + insurance Capital requirements n Conducting persons n n Job descriptions/employment contracts Delegation n Risk and liquidity management Conflicts of interests n n Remuneration policies n  Design the best strategy n Set up delegation model n Design the framework of risk and liquidity management and conflicts of interests n Structure your remuneration policies including tax aspects n Implement the transparency requirements Transparency n Valuation n Depositary n n n n Determine the valuation approach Design framework with depositary VAT planning Avoid corporate tax pitfalls n n Phase 3 Get On Board Go What does AIFMD say? Authorisation + passport notification Authorisation process - Application form - Constitutional documents - Framework agreement between AIFM and its AIFs - Agreements with service providers - Preparation of the risk management process - Preparation of the conflicts of interests policy - Organisational rules handbook n Registration n Ongoing compliance n  Filing with the CSSF and ongoing compliance n Notification in other Member States (management and/or marketing) n Registration process for AIF below the thresholds n Ongoing compliance review n AIFM Valuation Investment Advisor/ Manager Portfolio Management Independent Valuer NAV Calculation Other functions: -Administration -Marketing Risk Management Risk Manager -Transparency -etc. Depositary Management Company Central Administration Non EU AIF EU AIF Lux. AIF SICAV Lux. AIF FCP For further information, please contact: Pierre Beissel Co-head of Private Equity Tel: (352) 40 78 78 792 Email: [email protected] Claude Kremer Head of Investment Management Tel: (352) 40 78 78 507 Email: [email protected] Gilles Dusemon Co-head of Private Equity Tel: (352) 40 78 78 921 Email: [email protected] Claude Niedner Head of Real Estate Tel: (352) 40 78 78 515 Email: [email protected] LUXEMBOURG BRUSSELS DUBAI HONG KONG LONDON MOSCOW NEW YORK www.arendt.com © Copyright Arendt & Medernach 04/2013