On 25 June 2013, the MFSA issued the final implementing measures for Malta’s transposition of the AIFMD, making Malta one of the first jurisdictions to publish its final set of AIFMD’s implementing measures. The AIFMD framework seeks to regulate the following fund structures, subject to certain exemptions, as set out in the Directive:
- EU Alternative Investment Fund Managers (AIFMs) which manage Alternative Investment Funds (AIFs), whether EU AIFs or non-EU AIFs;
- Non-EU AIFMs managing EU AIFs; and
- Non-EU AIFMs marketing EU AIFs or non-EU AIFs in the EU.
An AIF is essentially a collective investment scheme which is not licensed as a UCITS fund and is defined as “a collective investment scheme, including sub-funds thereof, which raises capital from a number of investors, with a view to investing it in accordance with a defined investment policy for the benefit of those investors, and which does not qualify as a UCITS Scheme in terms of the UCITS Directive.”
All AIFMs and AIFs (if self-managed), unless exempted, must be authorised by their home EU Member State, i.e. where they have their registered office. When applying for authorisation, the AIFM or AIF shall submit to the competent authority of its home EU Member State certain information with respect to its business and the AIFs that they manage or intend to manage.
The key parties involved are the following:
The Directive requires all Maltese AIFMs to be authorised by the MFSA and subsequently to comply with on-going obligations. A simplified regime, known as the de minimis regime, may apply to small AIFMs. To qualify for the de minimis regime, AIFMs must manage portfolios of AIFs whose assets under management collectively do not exceed:
A de minimis AIF will be exempt from complying with the provisions of the AIFMD with the exception of certain reporting requirements. There is however the choice to opt-in should the AIFM wishes to do so. If the de minimis is exceeded, the AIFM or the AIF (if self-managed) must opt in to the AIFMD framework.
Once authorised, a de minimis AIFM will be exempt from complying with the provisions of the AIFMD with the exception of certain reporting requirements towards the MFSA such as:
- the investment strategies of the AIFs under management
- the main instruments in which the AIFs under management are trading
- the principal exposures and most important concentrations of the AIFs under management.