1. finance
2. accounting and auditing

Link’n Learn
Regulatory outlook for 2015
Leading Business Advisors
Contacts
Markus Schwamborn
Senior Manager– Outsourced Solutions
Deloitte Luxembourg
E: [email protected]
T: +352 451 452 735
Aisling Costello
Senior Manager – Investment Management Advisory
Deloitte & Touche Ireland
E: [email protected]
T: +353 1 417 2834
Paola Liszka Draper
Senior Manager – Outsourced Solutions
Deloitte Luxembourg
E: [email protected]
T: +352 451 452 803
Servane Pfister
Associate Director – ERS
Deloitte France
E: [email protected]
T: +33 155 616 869
Michel Rothilde
Senior Manager – Governance, Risk and Compliance
Deloitte Luxembourg
E: [email protected]
T: +352 45145 4364
John Cotton
Director
Deloitte UK
E: [email protected]
T: +44 20 7007 2345
Juliette Ly
Senior Manager - ERS
Deloitte France
E: [email protected]
T: +33155612188
Brian Jackson
Partner – Investment Management
Deloitte & Touche Ireland
E: [email protected]
T: +353 1 417 2975
Agenda
1. UCITS
2. AIFMD - Remuneration
3. AIFMD - Reporting
4. AIFMD - Marketing
5. MiFID
6. Money Market Funds
7. European Long Term Investment Funds
8. European Social Entrepreneurship fund
9. European Venture Capital Fund
2015 Timeline
Expected in Q1 2015:
Feedback on ESMA’s Revised Guidelines on
ETFs and other UCITS issues*
8 Jan 2015 – deadline for
AIFMD call for evidence on
non-EU passport
Q1 2015 Expected publicationFinal ICAV Bill
of Central Bank’s new client enacted*
Q1 2015
asset
requirements*
1st January – FATCA
withholding begins on
US FDAP payments on
pre-existing accounts
of non-documented
“prima facie” FFI’s
13th February –
ESMA’s consultation
on amending trade
reporting RTS and
ITS closes
1st July – Reporting any
derivatives for which a
repository is still
unavailable
Expected in Q2 2015:
Feedback on ESMA’s
consultation on AIFMD asset
segregation*
22nd
2nd March
ESMA to submit
Consultation
to Commission
on draft RTS
final RTS
and ITS closes
UCITS Rulebook
I June 2015
expected from the
Companies Act 2014
Central Bank*
entry into force*
July – EU
Commission to
report on the
possibility of
allowing social
entrepreneurship
funds established
in a third country
to use the
“EuSEF”
Regulation
Expected Q3 2015:
Feedback on CP84 *
22 Oct 2015
Decision on
non-EU
passport
under AIFMD
31st December – Sunset
date for transitional relief
for limited branches and
limited FFI’s
Implementation of the
Fourth AML Directive
(late 2015)*
2015
27 March 2015
ESMA,EBA and
5th January 23 Feb 2015
Deadline for feedback on
EIOPA –
Consultation closes on
Deadline for
ESMA’s Consultation paper
Expected to
ESMA guidelines for
responses to IOSCO
on UCITS share classes
consult on draft
definition of
consultation on
RTS on the
nd
th
commodity
By 2 March -ESMA
AIFMD ESMA advice on
30 April –
cross-border
content,
derivatives under C6
technical
advice
on
on-EU
passport
22
July
ESMA to submit
regulation
presentation
and C7of Annex 1 of
delegated acts
advice on
and calculation
nd
MiFID
30 Jan 2015
By 2 July – ESMA
concerning MAR
implementing
of info in the
• AIFMD - ESMA’s
must deliver to
measures.
KID
Consultation
paper
on
Commission
final
MMF Parliament
First clearing
asset
segregation
closes.
RTS
and
ITS
on
consideration
obligations likely,
Exchange of reportable FATCA
• AIFMD Regulatory
MAR
25 March 2015*
but will be subject
16th May – Member State
info for 2014 by
reporting period ends
to phasing in.
Regulators – MS’s must notify
30 Sept. 2015
the EU Commission and ESMA
about the rules they have
* Estimated timeframes subject to change
implemented on administrative
penalties and other measures
applicable to breaches of EUSEF
Regulation.
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Link’n Learn – Regulatory Outlook for 2015
1st December – New
margin requirements
for uncleared derivative
trades to be phased in
between Dec 15 and
Dec 19
31st December - ESMA,
EBA and EIOPA –
Expected to submit to
the Commission the
draft RTS
© 2015 Deloitte & Touche
UCITS V
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
UCITS V
A quick glance
ESMA Discussion Paper
on share classes of
UCITS (23 December
2014)
ESMA Q&A on guidelines
of ETFs and other UCITS
issues (latest edition: 9
January 2015)
ESMA – technical advice
on delegated acts required
by UCITS V
.
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Link’n Learn – Regulatory Outlook for 2015
• ESMA detected diverging national practices as to the type of share
class permitted
• ESMA wants to develop a common understanding what constitutes a
share class and in which way share classes may differ from each
other
• Responses by 27 March 2015
• New question on efficient portfolio management techniques
• New question on collateral management
• Insolvency protection of UCITS assets when the depositary
delegates safekeeping duties to a third party
• Requirement for the management company and depositary to act
independently
• Feedback provided to EU Commission in November 2014
• Publication of final technical advice anticipated for Q2 2015
© 2015 Deloitte & Touche
AIFMD - Reporting
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© 2015 Deloitte & Touche
AIFMD reporting: scoping and timing
Everyone is in scope
Regulatory AUM thresholds
Reporting frequency
Reporting period
< €100 million
< €500 million unleveraged with 5 year lockup
period)
Annual
Jan to Dec
> €100 million to €1 billion
Half-yearly
> €1 billion
Quarterly
Each AIF > €500 million
Quarterly
AIFM
reporting
Jan to Jun
Jul to Dec
Jan to Mar
Apr to Jun
Jul to Sep
Oct to Dec
Jan to Mar
Apr to Jun
Jul to Sep
Oct to Dec
Reporting for specific
AIF types
Each unleveraged AIF investing in non-listed
companies and issuers in order to acquire control
Annual
Jan to Dec
Applicable to any EU AIFM or non-EU AIFM managing or marketing AIFs in EU, regardless of
the AIFM authorisation status
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© 2015 Deloitte & Touche
AIFMD reporting: scoping and timing
Reporting obligations for Authorised AIFMs
ESMA Final report on «Guidelines on reporting obligations under Articles 3(3)(d) and 24(1), (2) and (4) of the AIMFD – Annex I
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© 2015 Deloitte & Touche
AIFMD reporting: scoping and timing
Reporting obligations for Non-EU AIFMs
ESMA Final report on «Guidelines on reporting obligations under Articles 3(3)(d) and 24(1), (2) and (4) of the AIMFD – Annex I
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© 2015 Deloitte & Touche
AIFMD reporting: overview of requirements
Large volume of information from multiple sources
Identification of the
AIF
All this data should be populated in a static database:
• Name of AIF and AIFM - EU or non-EU
• Identification codes
• Domicile
• Prime broker name
• Base currency (ISO) and
• Jurisdictions of the 3 main funding sources !
• Predominant AIF type (based on list)
• AuM
• Breakdown of investment strategies (based on list) and
% NAV
Principal exposures
and most important
concentrations
Combination of position files for usual securities and
derivatives and security master file (geographical
breakdown, markets)
Investor concentration (look-through whenever possible)
#1 Huge volume of data
Static
Data
FA
#2 Multiple sources to manage
Static
Data
Long/short values (by types, by currency)
Turnover in each asset class
Typical deal and position size for PE
Dominant influence for PE
• Man Co for static data
• Fund Accounting for portfolio
and NAV data,
FA
TA
Static
Data
Instruments traded
and individual
exposures
• The report template (for 1 AIFM
/ 1 AIF) is 19 pages long !
• The field description proposal is
40 pages long !
• Transfer Agent for investor
details
• Custody for collateral and
derivatives positions
• Risk for risk analysis and data
FA
• …AIFs managed by an AIFM
may use different providers…
Static
Data
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
AIFMD reporting: overview of requirements
Large volume of information from multiple sources
Risk Profile of the
AIF
• Market risk profile
• Counterparty risk profile
• Operational and other risks aspects
• Liquidity profile, including investor redemptions details
Risk
TA
#3 Multiple formats
•
•
•
•
Static data
Dynamic data
Numeric data
Long descriptive text data
• Borrowing and exposure risk incl. leverage
#4 Data content creation
Custody
• Likely gap in data sources –
who will create the original
data?
Results of stress
tests
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• Free text describing the risks associated with each
investment position
• Their overall effect on the AIF’s portfolio can be properly
identified, measured, managed and monitored on an
on-going basis
• Results of stress tests
Risk
#5 Data re-work
• Aggregation
• Enrichment
• Mapping
#8 Scoping & monitoring
#7 Reporting frequencies
#6 Coordination
• Ongoing monitoring may be
required to ensure right reporting
scope (incl. new AIF, thresholds,
countries of distribution)
• Annual, semi-annual, quarterly
• Quality assurance
• Completeness
• Consistency
Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
AIMFD reporting ESMA Q&A update
AUM vs NAV
AUM (Asset Under Management) vs NAV (Net Asset Value) (Q&A 38, 39, 41)
Numerous fields in Annex IV refer to AUM, ESMA clarified that AUM calculated as per art. 2 of the implementing Regulation
should used and not the NAV
AUM should be calculated the absolute value of all assets it manages, without deducting liabilities, and valuing financial
derivative instruments (FDIs) at the value of an equivalent position in the underlying assets.
AuM
NAV
Debt
Portfolio
Portfolio
Capital
FDI
FDI
Conversion annex II formula
AUM might be significantly different from NAV
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
AIMFD reporting ESMA Q&A update
Reporting frequency for non-EU AIFM
Non-EU AIFM should calculate a unique frequency (Q&A37)
Non-EU AIFM marketing its AIF’s in several member states
under the national placement regime should calculate a
unique reporting frequency based on all EU AIF’s and all
AIFs marketed in the EU
Non-EU AIFM
Illustration:
AuM: 400M€
The AUM figures to be used in this case are
Non-EU AIF
1
AuM: 650M€
EU AIF 2
AuM: 700M€
Non-EU AIF
3
Non-EU AIF 1 + EU AIF 2
400M€ + 650M€ = 1.05bn€
Investors
Therefore, the AIFM will reach AUM above one billion
EUR, hence will have quarterly reporting obligations
towards both the UK and French competent authorities for
the relevant AIF:
•
Non-EU AIF 1 in the UK
•
EU AIF 2 in France
Investors
Investors
∑ AuM = 1.05bn€
FCA
AMF
Quarterly reporting obligations
to each competent authority
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
AIMFD reporting ESMA Q&A update
Use of estimates of the NAV
When final NAV is not available AIFM should use estimates of NAV (Q&A 40)
If the final NAV is not available within 30 days (or 45
days for fund of fund) or no longer representative:
•
AIFM should use estimates of NAV.
If there is a difference between the estimated NAV and
final NAV:
•
Estimated NAV
Final NAV
T
T+2
AIFM should send updated report afterwards
***NEW*** When calculating monthly performance
(NAV, net and gross returns) if NAV not available
•
T+1
AIFM should use estimates of NAV.
If difference
Reporting
Amended
reporting
ESMA does not clarifies if materiality threshold could be applied on difference between estimated NAV
and final NAV, nor when the updated annex IV report should be submitted
***NEW*** ESMA acknowledged that for illiquid assets, previous NAV can be the best estimation
***NEW*** = ESMA update dated 9th January 2015
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
AIMFD reporting ESMA Q&A update
Reporting when marketing period ended
Reporting requirements are based on investors and not marketing period (Q&A 36)
For non-EU AIFMs marketing AIFs under national placement regime should,
reporting obligations to national competent authorities are:
• Not based on the actual marketing period
• Based on existence of investors in the AIF in the jurisdiction of the
authority concerned.
As illustrated, with investors in UK, France and Luxembourg, the Non-EU
AIFM must continue to report towards all three national competent
authorities.
Non-EU AIFM
Non-EU AIF 1
Investors
AIF’s who stopped marketing in
the EU, must continue reporting
Therefore, non-EU AIFMs should continue to report to national competent
authorities after the marketing period has ended unless they confirm that no
investors in the jurisdiction of the authority concerned are invested in the AIFs.
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Link’n Learn – Regulatory Outlook for 2015
FCA
AMF
CSSF
© 2015 Deloitte & Touche
AIMFD reporting ESMA Q&A update
Reporting for Fund of Funds AIF
***NEW*** Reporting deadline for AIFM with standard and funds (Q&A 53)
•
AIFM ABC with two AIFs:
•
AIF A – Hedge fund (AuM = 30M€) >> reporting due 30 days
•
AIF B – Fund of funds (AuM = 50M€) >> reporting due 45 days
 Two different reporting deadlines:
January
February
 Reporting for AIF A
30 days
45 days
 Reporting for AIF B
 Reporting for AIFM ABC
AIFM managing fund of funds AIFs and other AIFs, will have to report in two steps:
• Within 30 days for other AIFs
• Within 45 days for fund of funds AIFs and aggregated AIFM data
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
AIFMD - Remuneration
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
AIFMD remuneration
AIF annual report remuneration disclosure – key questions
Key questions on remuneration disclosure
Quantitative disclosure
Aggregate pay of the
AIFM vs. breakdown
by AIF?
Misalignment of AIF
financial year with
AIFM performance
period?
Identified Staff
performing a mix of
AIFM and non-AIFM
activities?
Qualitative disclosure
Scope of the
disclosure
First disclosure/
transitional rules
Level of detail of
remuneration policy to
disclose?
Inclusion of
delegates?
National regulator
guidance?
What to disclose in respect of each AIF?
1 Jul. 2015
30 Jun. 2016
AIF A accounting period
1 Apr. 2015
31 Mar. 2016
AIF B accounting period
1 Jan. 2015
31 Dec. 2016
31 Dec. 2017
AIFM performance period
Bonus
Payment
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Link’n Learn – Regulatory Outlook for 2015
Bonus
Payment
Bonus
Payment
© 2015 Deloitte & Touche
Investment management remuneration
Areas of focus for 2015
AIFMD
DISCLOSURE
RISK ADJUSTMENT
Finalise approach for AIFMD disclosure
requirements
Finalise the operational implementation of
malus/clawback
REWARD STRUCTURES
GAP ANALYSIS
Review remuneration structures to ensure fit for purpose business strategy, conduct, culture and risk
Ensure fully compliant with all aspects of the requirements
UCITS V
Review remuneration structures and governance in preparation for UCITS V implementation in 2016
(ESMA consultation paper expected before Summer 2015)
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
AIFMD - Marketing
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
AIFMD
Timeline for marketing in the EU
The AIFM Directive foresees different timelines for making an EU distribution passport available, and for ending EU National
Placement regimes **.
• Prior to 2018, marketing in the EU via either an EU passport or National Placement Regimes is, in principle, possible.
• After 2018, only marketing through an EU passport will be possible.
Deadline for
implementation
of AIFMD in
Member States
Grandfathering
provisions re.
delay to apply
for AIFM licence
ESMA decision on
availability of the EU
passport for non-EU
AIFM and non-EU AIF
22 July 2013
2014
2015
ESMA decision on
abolishment of
national placement
regimes
2016
2017
2018
2019
EU Passport
EU AIFM & EU AIF
National Placement **
EU AIFM & Non-EU AIF
EU Passport*
National Placement **
Non-EU AIFM & EU AIF
EU Passport*
EU Passport*
Non-EU AIFM & Non-EU AIF
* Passport anticipated end 2015 / early 2016 depending on ESMA opinion to be issued in July 2015
** Member States may decide at their own discretion to end National Placement regimes anytime prior to 2018
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
Distribution under AIFMD
Your current marketing options if the AIFM is unable to access the EU passport
Reverse Solicitation
•
Do Nothing
•
Not an option if you raise
capital or approach
investors in the EU
Wait until the Passport……..
Opt for National Placement in the interim
•
•
•
•
•
23
Best “low” requirements
Possible until 2018, uncertain thereafter
Specific regulatory requirements
National Placement Regimes are not
harmonised
Prudential reporting to both regulators and
investors in each jurisdiction where the AIFs
are distributed
Link’n Learn – Regulatory Outlook for 2015
Sometimes presented as a possible “option”
but
• is not a strategy for raising capital in the
EU
• requires complexity in demonstrating total
absence of marketing
• poses a major future compliance risk as
cooperation is foreseen between EU and
non-EU authorities
•
•
•
Full fledged and most costly option
Preferred solution from a regulatory standpoint if you
actively raise capital in the EU or wish to have easier
market access to EU investors
Possibility for efficient solutions leveraging existing
infrastructure and potential fund restructuring to minimise
cost impact for non-EU investors
© 2015 Deloitte & Touche
MiFID
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
MiFID’s Key concepts
Regulatory context:
•
Last December, ESMA published its final report on technical advices
•
and launched a consultation on technical standard
•
Based on these advices, the European Commission will establish delegated acts
Impacted potentially actors:
Investment services provider, Bank, Asset manager, Product manufacturer, Broker dealer…
KEY Concepts
1- Independent advice
5- Client report
2- Third party payments
6- Investment research and bundling
costs
3- Suitability
4- Client information
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Link’n Learn – Regulatory Outlook for 2015
7- Product governance and target
market
© 2015 Deloitte & Touche
Independent advice
 A choice of the advisor
 Can’t receive and retain third party payments (TPP), including non monetary non
minor TPP
 Provide a large range of products and manufacturers with an appropriate proportion
of “in house” products
Third Party Payments
 Banned for independent advisors and discretionary portfolio managers
 For other investment services, should be justified by the provision of an additional
service at a competitive price (the service quality enhancement)
 An ongoing TPP should support an ongoing service
Suitability
 In the case of investment advice, provide an adequacy report to the client (before
subscription)
 Assess the ability of the client to assume the risk of the product
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
Client information
 On the behaviour of the product in different market situation
 On the total cost and charges of the service and the product, ex ante and ex post
Client report
 For all investment services, including ongoing advice
 In case of portfolio management, client report should be provided each quarter to
retail client
 Inform the client if the managed portfolio experiences a 10% depreciation
Investment research/bundling costs and Product governance/target market
 Proposal to distinguish investment research costs and dealing costs
 Identify a target market for each product
 See the very clear UK Blog
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
•
•
•
•
28
Money Market funds
European Long Term Investment Funds
European Social Entrepreneurship fund
European Venture Capital Fund
Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
Regulation on Money Market Funds
“Shadow banking” concerns
The European Commission released its draft
Regulation on Money Market Funds (MMFs) on
4 September 2013. The proposal seeks to
address the risk that investor “runs” could affect
market stability and includes a controversial 3%
capital buffer for constant NAV (CNAV) money
market funds. A draft report from the Economic
and Monetary Affairs Committee (ECON) of the
European Parliament sought to go further in
phasing out CNAV funds entirely.
On 29 September 2014, the European
Parliament updated its procedure file on the
proposed Regulation on MMFs. ECON will
consider the MMF Regulation in a committee
meeting on 23 February 2015 and Parliament
will then consider the Regulation in its plenary
session to be held in March 2015.
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Link’n Learn – Regulatory Outlook for 2015
CNAV funds
Eligible assets
Credit assessment Liquidity management
Credit rating
agencies
External support
Diversification &
concentration
Valuation
Transparency
© 2015 Deloitte & Touche
European Long-term Investment Fund
Advent of a two-tier Europe?
The European Long-term Investment Fund
(ELTIF) is a new product aimed at promoting
sustainable long-term investment in the
European economy. Its focus is on investment
in long term projects including infrastructure,
sustainable energy, new technologies.
As ELTIFs are available to both retail and
institutional investors, they potentially herald the
advent of a two-tier fund scenario in Europe:
AIFs which are passportable to professional
investors under AIFMD, and ELTIFs which are
also passported under AIFMD to retail investors.
ELTIFs are being introduced by regulation and
therefore will be directly binding in EU member
states without gold-plating.
AIFMD passport
Long-term
illiquid
investments
Authorisation
Closed ended
ELTIF
Retail and
institutional
70% in eligible
investment
assets
Publication of a
KID
Risk spreading
and
concentration
rules
The final text was agreed in Trialogue in
December in 2014.
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
European Social Entrepreneurship Fund (EuSEF)
Supporting social entrepreneurs
The European Social Entrepreneurship Funds (EuSEF)
Regulation applies from 22 July 2013 and introduces a
marketing passport to allow fund managers to market
qualifying social entrepreneurship funds to EU investors
.
It aims to make it easier for social enterprises to raise
funds across Europe by:
 Creating a designation (that is, a brand) of
"European Social Entrepreneurship Fund" or
"EuSEF", which can be used by funds that meet
prescribed conditions
 Setting out a framework for a marketing passport,
which allows funds with EuSEF status to be sold to a
wide range of European investors.
ESMA published a set of Q&A on the EuSEF Regulation.
A regulation setting out implementing technical
standards to determine the format of notification under
Article 17 of the EuSEF Regulation came into force on 7
June 2014. In September 2014, ESMA consulted on its
technical advice; it will provide this advice to the
European Commission by 30 April 2015.
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Link’n Learn – Regulatory Outlook for 2015
EU passport
AIFMD lite
Social
entrepreneurship
criteria
EuSEF
Annual report
Professional
investors
© 2015 Deloitte & Touche
European Venture Capital Fund
Investing in the SME sector
The European venture capital industry is fragmented and
dispersed and has been hampered from growing by the lack of a
common EU regulatory framework. With SMEs finding it difficult
to access bank credit following the financial crisis, the EU has
sought ways to open up non-bank lending to the SME sector.
AIFMD creates a new EU distribution passport for AIFMs
marketing to professional investors. However, the smaller scale
of the venture capital industry means that many of these
managers would fall below the de minimis thresholds and would
have to opt in to the full compliance regime to avail of an EU
passport, placing greater cost on these below threshold firms.
SME criteria
In order to promote the development of a cross-border venture
capital industry to boost investment in SMEs, a regulation on
European Venture Capital Funds (EuVECAs) was adopted. The
EuVECA regulation took effect on 22 July 2013 to coincide with
the implementation of AIFMD.
Overlay to local
VC regimes
EU passport
AIFMD lite
EuVECA
Annual report
Professional
investors
On 26 September 2014, ESMA published a consultation on its
technical advice to the European Commission on implementing
measures. The deadline for responses to the consultation is 10
December 2014. ESMA will submit its technical advice to the
European Commission by April 2015.
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Link’n Learn – Regulatory Outlook for 2015
© 2015 Deloitte & Touche
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