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The Alternative Investment Fund Managers Regulations 2013

Draft. This instrument was laid in draft and may differ from the one made. Look for the made version under its title.

Draft 2013, ISBN 9780111540206

Original text. legislation.gov.uk does not revise statutory instruments, so later amendments are not shown here. Changes made to it are listed under each provision when known.

Draft Regulations laid before Parliament under paragraphs 2 and 2A(3)(a) of Schedule 2 to the European Communities Act 1972, for approval by resolution of each House of Parliament.

Financial Services And Markets

Made ***

Coming into force 22nd July 2013

The Treasury are a government department designatedf1 for the purposes of section 2(2) of the European Communities Act 1972f2 in relation to financial services.

A draft of these Regulations has been laid before and approved by a resolution of each House of Parliament in accordance with paragraphs 2 and 2A(3)(a) of Schedule 2 to the European Communities Act 1972f3, section 429(2) of the Financial Services and Markets Act 2000f4 and sections 784(3) and 1290 of the Companies Act 2006f5.

The Treasury make these Regulations in exercise of the powers conferred on them under section 2(2) of the European Communities Act 1972f6, and (in relation to Part 2 of Schedule 2 to these Regulations) sections 183, 188, 213(10), 214(5), 224(4), 262, 349 and 428(3) of, and paragraphs 13(1)(b), 14(1)(b), 17(b) and 22 of Schedule 3 to, the Financial Services and Markets Act 2000f7 and sections 784 and 785 of the Companies Act 2006f8.

Annotations to the whole text

Footnotes

f1

S.I. 2012/1759.

f2

1972 c. 68. Section 2(2) was amended by section 27(1)(a) of the Legislative and Regulatory Reform Act 2006 (c. 51) and the European Union (Amendment) Act 2008 (c.7), Schedule, Part 1. By virtue of the amendment of section 1(2) by section 1 of the European Economic Area Act 1993 (c.51) regulations may be made under section 2(2) of the European Communities Act to implement obligations of the United Kingdom created or arising by or under the Agreement on the European Economic Area signed at Oporto on 2nd May 1992 (Cm 2073) and the Protocol adjusting the Agreement signed at Brussels on 17th March 1993 (Cm 2183).

f3

Paragraph 2 was amended by section 27 of the Legislative and Regulatory Reform Act 2006 (c. 51) and paragraph 2A was inserted by section 29 of that Act.

f4

2000 c. 8. Section 429(2) was amended by paragraph 12 of Schedule 15 to the Companies Act 2006 (c. 46), section 178 of the Banking Act 2009 (c. 1) and paragraph 33 of Schedule 2 to the Financial Services Act 2010 (c. 28).

f5

2006 c. 46.

f6

Section 14A of the Interpretation Act 1978 (c. 30) (inserted by section 59 of the Enterprise and Regulatory Reform Act 2013 (c. 24)) provides that, where an Act provides a power to make subordinate legislation, that subordinate legislation may include a requirement to review the effectiveness of the legislation.

f7

Section 417(1) provides that “prescribed” means prescribed in regulations made by the Treasury. Sections 183 and 188 were substituted by S.I. 2009/534 and section 188 was amended by section 26(2) of the Financial Services Act 2012. Section 213(10) was substituted by S.I. 2011/1613. Section 262 was amended by paragraph 9 of Schedule 18 to the 2012 Act and by S.I. 2001/1265. Section 349 was amended by paragraph 19 of Schedule 12 to the 2012 Act and by other provisions not relevant here. Paragraph 13(1)(b) of Schedule 3 was amended by S.I. 2007/126. Paragraph 14(1)(b) of Schedule 3 was amended by S.I. 2003/1473 and 2003/2066. Paragraph 22 of Schedule 3 was amended by paragraph 14 of Schedule 4 to the 2012 Act.

f8

Section 785 was amended by section 112 of the Financial Services Act 2012 (c. 21).

Contents

  1. Part 1: Introductory provisions
  2. 1Citation and commencement
  3. 2Interpretation
  4. 3Meaning of “AIF”
  5. 4Meaning of “AIFM”, “managing an AIF”, “external AIFM” and “internal AIFM”
  6. Part 2: Authorisation of full-scope UK AIFMs
  7. 5Applications for Part 4A permission
  8. 6Supplementary provisions about AIFMs
  9. 7Changes in conditions relevant to authorisation
  10. 8Notification to ESMA
  11. Part 3: Small AIFMs
  12. 9Meaning of “small AIFM”
  13. 10Small registered UK AIFMs
  14. 11Applications for entry on register of small registered UK AIFMs
  15. 12Determination of applications
  16. 13Procedure when refusing an application
  17. 14Notification of new funds under the EuSEF Regulation or the EuVECA Regulation
  18. 15Small registered AIFMs ceasing to meet the requirements for registration
  19. 16Applications for revocation of registration
  20. 17Grounds for revocation of registration
  21. 18Procedure on revocation
  22. 19Grounds for suspension of registration
  23. 20Procedure on suspension
  24. 21Disclosure obligations of small registered UK AIFMs
  25. 22Power to direct small registered UK AIFMs and EuSEF and EuVECA Managers to take appropriate measures
  26. 23Application of FCA rules to small authorised UK AIFMs
  27. Part 4: Operating conditions for external valuers, full-scope AIFMs and depositaries
  28. 24Valuation
  29. 25Disqualification of external valuer
  30. 26Approval for delegation of functions by full-scope UK AIFMs
  31. 27Revocation of approval for delegation
  32. 28Liability following delegation under Article 20 of the directive
  33. 29Depositary liability: general provisions
  34. 30Depositary liability for loss of financial instruments held in custody
  35. 31Depositary liability for other losses
  36. 32Depositary liability and third country custodians
  37. 33Management of third country AIFs
  38. Part 5: AIFs which acquire control of non-listed companies and issuers
  39. 34Introductory provision
  40. 35Ways of acquiring control or shares
  41. 36Meaning of “control” and calculation of voting rights
  42. 37Confidential information
  43. 38Notification of the acquisition or disposal of major holdings and control of non-listed companies
  44. 39Disclosure in case of acquisition of control
  45. 40Additional disclosure when control is acquired of non-listed companies
  46. 41Sensitive information
  47. 42Annual report of AIFs exercising control of non-listed companies
  48. 43Asset stripping
  49. 44FCA powers in relation to this Part
  50. Part 6: Marketing of AIFs
  51. Chapter 1: General Provisions
  52. 45References in this Part to an AIFM or an investment firm marketing an AIF
  53. 46Application of the financial promotion and scheme promotion restrictions
  54. 47Marketing at the initiative of the investor
  55. 48Marketing under the designation ‘EuSEF’ or ‘EuVECA’
  56. 49Marketing by full-scope EEA AIFMs of certain AIFs
  57. 50Marketing by AIFMs of other AIFs
  58. 51Marketing of AIFs by investment firms
  59. 52Contravention by unauthorised person
  60. 53Contravention by authorised person
  61. Chapter 2: Marketing of AIFs by full-scope AIFMs
  62. 54FCA approval for marketing
  63. 55Change to information provided with application
  64. 56Suspension or revocation of approval granted to a full-scope EEA AIFM
  65. Chapter 3: National Private Placement
  66. 57Marketing under Article 36 of the directive
  67. 58Marketing of AIFs managed by small third country AIFMs
  68. 59Marketing under Article 42 of the directive
  69. 60Manner and content of notifications
  70. 61Material change to information
  71. 62Revocation of entitlement to market
  72. 63Suspension of entitlement to market
  73. 64Procedure on suspension
  74. Part 7: Duties and powers of the FCA
  75. 65Designation as competent authority
  76. 66Requirement to notify ESMA of information required from AIFMs
  77. 67Use of information by FCA and supervisory cooperation
  78. 68Limits on leverage
  79. 69Exchange of information relating to potential systemic consequences of AIFM activity
  80. Part 8: Application of provisions of the Act
  81. 70Application of procedural provisions of the Act
  82. 71Application of provisions of the Act to unauthorised AIFMs
  83. Part 9: Transitional Provisions
  84. 72AIFMs managing AIFs immediately before 22nd July 2013
  85. 73AIFs subject to prospectus directive
  86. 74Closed-ended AIFs that make no additional investments
  87. 75Closed-ended AIFs whose subscription period has closed
  88. 76Permission to act as trustee or depositary of an AIF
  89. 77Depositaries of EEA AIFs until 22nd July 2017
  90. 78Permission for existing managers, depositaries and trustees of UCITS
  91. Part 10: Final provisions
  92. 79Review
  93. 80Amendments to primary legislation
  94. 81Amendments to secondary legislation
  95. Signature
  96. Schedule 1: AMENDMENTS TO PRIMARY LEGISLATION
  97. Part 1: Amendments to the Financial Services and Markets Act 2000
  98. 1Paragraph 1
  99. 2Paragraph 2
  100. 3Paragraph 3
  101. 4Paragraph 4
  102. 5Paragraph 5
  103. 6Paragraph 6
  104. 7Paragraph 7
  105. 8Paragraph 8
  106. 9Paragraph 9
  107. 10Paragraph 10
  108. 11Paragraph 11
  109. 12Paragraph 12
  110. 13Paragraph 13
  111. 14Paragraph 14
  112. 15Paragraph 15
  113. 16Paragraph 16
  114. 17Paragraph 17
  115. 18Paragraph 18
  116. 19Paragraph 19
  117. 20Paragraph 20
  118. 21Paragraph 21
  119. 22Paragraph 22
  120. 23Paragraph 23
  121. 24Paragraph 24
  122. 25Paragraph 25
  123. 26Paragraph 26
  124. 27Paragraph 27
  125. 28Paragraph 28
  126. 29Paragraph 29
  127. 30Paragraph 30
  128. 31Paragraph 31
  129. 32Paragraph 32
  130. 33Paragraph 33
  131. 34Paragraph 34
  132. 35Paragraph 35
  133. 36Paragraph 36
  134. Part 2: Amendments to other primary legislation
  135. 37Charities Act (Northern Ireland) 1964
  136. 38Fair Trading Act 1973
  137. 39Companies Act 1989
  138. 40Value Added Tax Act 1994
  139. 41Terrorism Act 2000
  140. 42Companies Act 2006
  141. 43Charities Act (Northern Ireland) 2008
  142. 44Charities Act 2011
  143. Part 3: Transitional provisions in respect of recognised overseas schemes
  144. 45Paragraph 45
  145. Schedule 2: AMENDMENTS TO SECONDARY LEGISLATION
  146. Part 1: Amendments to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001
  147. 1Financial Services and Markets Act 2000 (Regulated Activities) Order 2001
  148. Part 2: Amendments to other secondary legislation
  149. 2Rehabilitation of Offenders Act 1974 (Exceptions) Order 1975
  150. 3Companies (No. 2) (Northern Ireland) Order 1990
  151. 4Individual Savings Account Regulations 1998
  152. 5Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001
  153. 6Financial Services and Markets Act 2000 (Collective Investment Schemes) Order 2001
  154. 7Financial Services and Markets Act 2000 (Carrying on Regulated Activities by Way of Business) Order 2001
  155. 8Financial Services and Markets Act 2000 (Exemption) Order 2001
  156. 9Financial Services and Markets Act 2000 (Professions) (Non-Exempt Activities) Order 2001
  157. 10Open-Ended Investment Companies Regulations 2001
  158. 11Financial Services and Markets Act 2000 (Compensation Scheme: Electing Participants) Regulations 2001
  159. 12Financial Services and Markets Act 2000 (Disclosure of Confidential Information) Regulations 2001
  160. 13Financial Services and Markets Act 2000 (Consultation with Competent Authorities) Regulations 2001
  161. 14Financial Services and Markets Act 2000 (EEA Passport Rights) Regulations 2001
  162. 15Uncertificated Securities Regulations 2001
  163. 16Financial Services and Markets Act 2000 (Collective Investment Schemes) (Designated Countries and Territories) Order 2003
  164. 17Financial Conglomerates and Other Financial Groups Regulations 2004
  165. 18Child Trust Funds Regulations 2004
  166. 19Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
  167. 20Offshore Funds (Tax) Regulations 2009
  168. 21Financial Services and Markets Act 2000 (Short Selling) Regulations 2012
  169. 22Financial Services and Markets Act 2000 (Qualifying EU Provisions) Order 2013
  170. 23Financial Services Act 2012 (Misleading Statements and Impressions) Order 2013
  171. 24CRC Energy Efficiency Scheme Order 2013
  172. Explanatory note