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making units or shares of an AIF available for firm purchase by a potential investor. Question 21 clari- fies the concepts of marketing and reverse solicita- tion in the context of Luxembourg Law. « Reverse solicitation consists in providing informa- tion regarding an AIF and making units or shares of that AIF available for purchase to a potential in- vestor following an initiative of that investor or an agent of that investor without any solicitation made by the AIF or its AIFM in relation to the relevant AIF. Question 21 of the FAQ further clarifies that invest- ments made in the context of discretionary mandate, investments advisory agreement, collective portfo- lio management and secondary trading (unless the context of indirect offering on placement through intermediaries acting on behalf the AIFM or AIF) are not to be considered as marketing. The most updated version of the FAQ is not availa- ble at the moment but shall be provided as soon as practicable. What’s next? The FAQ document may be subject to further up- dates by the CSSF. CRD IV COFIBU Report on Bill 6660

and Budget Commission commented mainly on the supplementary opinion of the Conseil d’Etat. Its comments concerned mostly the wording of the Bill and did not make any substantial changes to the proposal.

Bill 6660 aims to transpose EU directives - in particular Directive 2013/36/EU of 26 June 2013 (“CRD IV”) - into Luxembourg law. In this context, Bill 6660 also proposes abolishing legal provisions whose object is now covered by Regulation (No) 575/2013 on prudential requirements for credit institutions and investment firms (“CRR”). In view of the aforementioned objectives, Bill 6660 amends the Luxembourg law of 5 April 1993 on the financial sector and the Luxembourg law of 12 July 2013 on alternative investment fund man- agers (the “AIFM law”). The amendment to the AIFM law aims to fully transpose into Luxembourg law Article 6(6) of the AIFMD, which provides for the application of Arti- cles 2(2), 12, 13 and 19 of MiFID to AIFMs provid- ing also discretionary portfolio management and/ or other non-core services. The same provision is contained in Article 6(4) of Directive 2009/65/ EC (the “UCITS Directive”) and has been trans- posed into Luxembourg legislation in the second sub-paragraph of Article 101(4) of the UCITS law. By way of a direct reference to the above provision of the UCITS law, Bill 6660 therefore transposes into Luxembourg legislation Article 6(6) of the AIF- MD, which was forgotten upon the adoption of the AIFM law, in order to ensure a level playing field for AIFMs, UCITS management companies and invest- ment firms providing similar services as regards their own funds requirements (compliance with the CRD IV capital adequacy requirements). Bill 6660 was, to a large extent, embraced by the European Central Bank and the Luxembourg Chamber of Commerce and was subsequent- ly submitted to the Luxembourg Conseil d’Etat, which raised a series of formal objections. Following several amendments adopted by the Fi- nance and Budget Commission, the Conseil d’Etat withdrew its formal objections and sent its supple- mentary opinion to the Finance and Budget Com- mission on 19 May 2015. Note: Article 61 of Bill 6660 makes reference to Article 101(2) of the UCITS law; however, the cor- rect reference is to Article 101(4) of the UCITS law. What’s in there? On 22 June 2015, the Finance and Budget Com- mission of the Luxembourg Parliament published its report on Bill 6660. In its report, the Finance

THE REPORT OF THE FINANCE AND BUDGET COMMISSION IS AVAILABLE HERE .

On 2 July 2015, a debate as well as a first vote on Bill 6660 was held in Parliament. The vote was positive What’s next? A second vote on Bill 6660 will take place in the coming weeks in view of its formal adoption.

CRD IV CSSF published

two regulations on the transposition of Capital Requirement Directive IV Background On 16 May 2013, the European parliament and the Council issued a Directive 2013/36/EU ( AVAILA- BLE HERE ) on access to the activity of credit in- stitutions and the prudential supervision of credit institutions and investment firms (CRD IV). This directive has been transposed in Luxembourg’s legislation through the law from 25 July 2015 modifying the law from 5 April 1993 relating to the financial sector. Concerning the transposition of CRD IV, the CSSF is the competent authority to issue regulation tend- ing to monitor and supervise the entities falling into the scope of the directive. What’s in there? On 14 August 2015, the CSSF issued two regu- lations regarding the faithful transposition of the CRD IV: « The first Regulation no.15-01 ( AVAILABLE HERE ) concerns the transposition of the Article 140 of CRD IV relating to the calculation of institu- tion-specific countercyclical capital buffer rates;

Background On 28 February 2014, Bill 6660 ( AVAILABLE HERE ) was brought by the Luxembourg government to the Luxembourg Parliament ( “Chambre des Députés” ).

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