Regulatory outlook for 2015
Link’n Learn
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Agenda
2. AIFMD - Remuneration
1. UCITS
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
4 Link’n Learn – Regulatory Outlook for 2015 © 2015 Deloitte & Touche
2015 Timeline
* Estimated timeframes subject to change
Exchange of reportable FATCA info for 2014 by 30 Sept. 2015
2015
I June 2015Companies Act 2014
entry into force*
MMF Parliament consideration
25 March 2015*
Final ICAV Bill enacted* Q1 2015
AIFMD ESMA advice on on-EU passport 22 July
8 Jan 2015 – deadline for AIFMD call for evidence on
non-EU passport
30 Jan 2015• AIFMD - ESMA’s Consultation paper on
asset segregation closes.• AIFMD Regulatory
reporting period ends
27 March 2015Deadline for feedback on
ESMA’s Consultation paper on UCITS share classes
Expected in Q1 2015: Feedback on ESMA’s Revised Guidelines on
ETFs and other UCITS issues*
UCITS Rulebook expected from the
Central Bank*
Expected Q3 2015: Feedback on CP84 *
Implementation of the Fourth AML Directive
(late 2015)*
22 Oct 2015Decision on
non-EU passport
under AIFMD
Q1 2015 Expected publication of Central Bank’s new client
asset requirements*
Expected in Q2 2015: Feedback on ESMA’s
consultation on AIFMD asset segregation*
23 Feb 2015Deadline for
responses to IOSCO consultation on
cross-border regulation
ESMA to submit to Commission final RTS
2nd March Consultation on draft RTS and ITS closes
By 2nd March -ESMA technical advice on delegated acts concerning MAR By 2nd July – ESMA
must deliver to Commission final RTS and ITS on MAR
First clearing obligations likely, but will be subject to phasing in.
5th January -Consultation closes on ESMA guidelines for definition of commodity derivatives under C6 and C7of Annex 1 of MiFID
1st July – Reporting any derivatives for which a repository is still unavailable
1st December – New margin requirements for uncleared derivative trades to be phased in between Dec 15 and Dec 19
31st December – Sunset date for transitional relief for limited branches and limited FFI’s
31st December - ESMA, EBA and EIOPA –Expected to submit to the Commission the draft RTS
ESMA,EBA and EIOPA –Expected to consult on draft RTS on the content, presentation and calculation of info in the KID
30th April –ESMA to submit advice on implementing measures.
22nd July – EU Commission to report on the possibility of allowing social entrepreneurship funds established in a third country to use the “EuSEF” Regulation
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
16th May – Member State Regulators – MS’s must notify the EU Commission and ESMA about the rules they have implemented on administrative penalties and other measures applicable to breaches of EUSEF Regulation.
5 Link’n Learn – Regulatory Outlook for 2015 © 2015 Deloitte & Touche
UCITS V
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A quick glance
UCITS V
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
.
• 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
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AIFMD - Reporting
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Everyone is in scope
AIFMD reporting: scoping and timing
Regulatory AUM thresholdsReporting frequency Reporting period
AIFMreporting
< €100 million
< €500 million unleveraged with 5 year lockup period)
Annual Jan to Dec
> €100 million to €1 billion Half-yearlyJan to Jun
Jul to Dec
> €1 billion Quarterly
Jan to Mar
Apr to Jun
Jul to Sep
Oct to Dec
Reporting for specific AIF types
Each AIF > €500 million Quarterly
Jan to Mar
Apr to Jun
Jul to Sep
Oct to Dec
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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Reporting obligations for Authorised AIFMs
AIFMD reporting: scoping and timing
ESMA Final report on «Guidelines on reporting obligations under Articles 3(3)(d) and 24(1), (2) and (4) of the AIMFD – Annex I
10 Link’n Learn – Regulatory Outlook for 2015 © 2015 Deloitte & Touche
Reporting obligations for Non-EU AIFMs
AIFMD reporting: scoping and timing
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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Large volume of information from multiple sources
AIFMD reporting: overview of requirements
FA
Identification of the
AIF
Instruments traded
and individual
exposures
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
Static
Data
Combination of position files for usual securities and
derivatives and security master file (geographical
breakdown, markets)
Investor concentration (look-through whenever possible)
Long/short values (by types, by currency)
Turnover in each asset class
Typical deal and position size for PE
Dominant influence for PE
FA
FA
Static
Data
TA
Static
Data
Principal exposures
and most important
concentrations
Static
Data
#1 Huge volume of data
• The report template (for 1 AIFM
/ 1 AIF) is 19 pages long !
• The field description proposal is
40 pages long !
#2 Multiple sources to manage
• Man Co for static data
• Fund Accounting for portfolio
and NAV data,
• Transfer Agent for investor
details
• Custody for collateral and
derivatives positions
• Risk for risk analysis and data
• …AIFs managed by an AIFM
may use different providers…
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Large volume of information from multiple sources
AIFMD reporting: overview of requirements
Risk Profile of the
AIF
Results of stress
tests
• Market risk profile
• Counterparty risk profile
• Operational and other risks aspects
• Liquidity profile, including investor redemptions details
• Borrowing and exposure risk incl. leverage
Risk
• 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
TA
Custody
#3 Multiple formats
• Static data
• Dynamic data
• Numeric data
• Long descriptive text data
#4 Data content creation
• Likely gap in data sources –
who will create the original
data?
#5 Data re-work
• Aggregation
• Enrichment
• Mapping
#6 Coordination
• Quality assurance
• Completeness
• Consistency
#8 Scoping & monitoring
• Ongoing monitoring may be
required to ensure right reporting
scope (incl. new AIF, thresholds,
countries of distribution)
#7 Reporting frequencies
• Annual, semi-annual, quarterly
Risk
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NAV
FDI
Portfolio
Debt
Capital
Portfolio
AuM
FDI
AUM vs NAV
AIMFD reporting ESMA Q&A update
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 might be significantly different from NAV
Conversion annex II formula
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Reporting frequency for non-EU AIFM
AIMFD reporting ESMA Q&A update
Non-EU AIFM should calculate a unique frequency (Q&A37)
Non-EU AIFM
Non-EU AIF
1EU AIF 2
Non-EU AIF
3
AuM: 400M€ AuM: 650M€ AuM: 700M€
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
Illustration:
The AUM figures to be used in this case are
Non-EU AIF 1 + EU AIF 2
400M€ + 650M€ = 1.05bn€
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
InvestorsInvestorsInvestors
∑ AuM = 1.05bn€
AMFFCA
Quarterly reporting obligations
to each competent authority
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Use of estimates of the NAV
AIMFD reporting ESMA Q&A update
When final NAV is not available AIFM should use estimates of NAV (Q&A 40)
T T + 1 T + 2
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
Final NAV
Reporting Amended
reporting
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:
• AIFM should send updated report afterwards
***NEW*** When calculating monthly performance
(NAV, net and gross returns) if NAV not available
• AIFM should use estimates of NAV.
Estimated NAV
If difference
***NEW*** = ESMA update dated 9th January 2015
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Reporting when marketing period ended
AIMFD reporting ESMA Q&A update
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.
AMFFCA CSSF
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January
Reporting for Fund of Funds AIF
AIMFD reporting ESMA Q&A update
***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:
Reporting for AIF A
Reporting for AIF B
Reporting for AIFM ABC
February
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
30 days
45 days
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AIFMD - Remuneration
19 Link’n Learn – Regulatory Outlook for 2015 © 2015 Deloitte & Touche
AIFMD remunerationAIF 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
Level of detail of remuneration policy to
disclose?
Scope of the disclosure
Inclusion of delegates?
First disclosure/ transitional rules
National regulator guidance?
AIF A accounting period
AIF B accounting period
Bonus
Payment
AIFM performance period
1 Jul. 2015 30 Jun. 2016
1 Apr. 2015 31 Mar. 2016
1 Jan. 2015 31 Dec. 2016 31 Dec. 2017
Bonus
Payment
Bonus
Payment
What to disclose in respect of each AIF?
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Investment management remunerationAreas of focus for 2015
Review remuneration structures and governance in preparation for UCITS V implementation in 2016
(ESMA consultation paper expected before Summer 2015)
DISCLOSURE
Finalise approach for AIFMD disclosurerequirements
RISK ADJUSTMENT
Finalise the operational implementation of malus/clawback
REWARD STRUCTURES
Review remuneration structures to ensure fit for purpose -business strategy, conduct, culture and risk
GAP ANALYSIS
Ensure fully compliant with all aspects of the requirements
AIFMD
UCITS V
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AIFMD - Marketing
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AIFMDTimeline for marketing in the EU
EU AIFM & EU AIF
EU AIFM & Non-EU AIF
Non-EU AIFM & EU AIF
Non-EU AIFM & Non-EU AIF
22 July 2013 2014 2015 2016 2017 2018 2019
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
ESMA decision on
abolishment of
national placement
regimes
* 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
EU Passport
EU Passport*
EU Passport*
EU Passport*
National Placement **
National Placement **
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.
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Distribution under AIFMD Your current marketing options if the AIFM is unable to access the EU passport
• 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
Do Nothing
• Not an option if you raise
capital or approach
investors in the EU
Reverse Solicitation
• 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
Wait until the Passport……..Opt for National Placement in the interim
• 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
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MiFID
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Impacted potentially actors:
Investment services provider, Bank, Asset manager, Product manufacturer, Broker dealer…
MiFID’s Key concepts
KEY Concepts
1- Independent advice
2- Third party payments
3- Suitability
4- Client information
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
5- Client report
6- Investment research and bundling
costs
7- Product governance and target
market
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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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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
28 Link’n Learn – Regulatory Outlook for 2015 © 2015 Deloitte & Touche
• Money Market funds• European Long Term Investment Funds• European Social Entrepreneurship fund• European Venture Capital Fund
29 Link’n Learn – Regulatory Outlook for 2015 © 2015 Deloitte & Touche
“Shadow banking” concerns
Regulation on Money Market Funds
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.
CNAV funds Eligible assetsDiversification &
concentration
Credit rating
agenciesExternal support Transparency
Credit assessment Liquidity management Valuation
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Advent of a two-tier Europe?
European Long-term Investment Fund
ELTIF
Risk spreading and
concentration rules
Long-term illiquid
investments
Retail and institutional
Publication of a KID
70% in eligible investment
assets
AIFMD passport
Closed ended
Authorisation
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.
The final text was agreed in Trialogue in
December in 2014.
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Supporting social entrepreneurs
European Social Entrepreneurship Fund (EuSEF)
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.
Social
entrepreneurship
criteria
EU passport
AIFMD lite
Professional
investors
Annual report
EuSEF
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Investing in the SME sector
European Venture Capital Fund
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.
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.
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.
SME criteria
EU passport
AIFMD lite
Overlay to local
VC regimes
Professional
investors
Annual report
EuVECA
Q&A
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