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MiFID Publication of ESMA of Remuneration Guidelines compliance table Background

On 11 June 2013, ESMA published the guidelines on remuneration policies and practices (MiFID) (ESMA/2013/606) (the "Guidelines"). The purpose of these Guidelines is to ensure the consistent and improved implementation of the existing MiFID con- flicts of interest and conduct of business require- ments in the area of remuneration. These Guidelines apply to investment firms includ- ing credit institutions which provide investment ser- vices, UCITS Management Companies and external AIFMs providing discretionary portfolio manage- ment and ancillary/non-core services. The aim of these Guidelines is to implement a remu- neration policy and practices which avoid conflicts of interest between collaborators and clients and re- inforce clients' protection. Moreover, the remunera- tion policy should also ensure compliance with the companies are behaviors and business rules. What’s in there? On 7 October 2014, ESMA published a table sum- marizing the compliance status to the Guidelines of the competent authorities of the European Member States, European territories or EEA EFTA States. It results therefrom that all competent authorities of the Member States comply with these Guide- lines, except the German authority Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin"). The non-compliance of the BaFin is due to its decision to allow to derogate from the remuneration part of the Guidelines when the parties have agreed on a remuneration in a collective labour agreement. In Luxembourg, these ESMA Guidelines have been transposed by CSSF Circular 14/585.

LUXEMBOURG Publication by ALFI of the Guidelines on AIFMD reporting Background The Directive on Alternative Investment Fund Man- agers ("AIFMD") was implemented in Luxembourg by the Law of 12 July 2013 (the "AIFM Law"). Chapter 4 of the AIFM Law establishes the transpar- ency requirements for AIFMs. Article 20 of the AIFM Law especially deals with annual report require- ments and imposes to each AIFM to make available to the CSSF an annual report for each financial year. This annual report shall be made available to inves- tors upon request. Article 21 of the AIFM Law details the information that needs to be disclosed to investors. What’s in there? On 3 October 2014, the Association of the Luxem- bourg Fund Industry ("ALFI") published Guidelines on Reporting to investors and annual reports under the AIFMD. The document was prepared by ALFI's working group for reporting under the AIFMD. The working group comprises representatives of asset manag- ers, management companies, securities service firms, audit firms, law firms and document and in- formation management firms. The purpose of the

document is to provide guidance in preparation of the Luxembourg annual report of regulated AIFs (mainly UCI Part II and SIFs) under the AIFMD. The Guidelines provide guidance on two different subjects: « The preparation of Luxembourg annual report of regulated AIFs under AIFMD; « The preparation of the periodic report to investors pursuant to Article 21 of AIFM Law. However, clarifications given in the Guidelines do not address the information to be included in the prospectus.

The Guidelines cover the following topics:

« General aspects, valuation policies and NAV dis- closure; « Balance sheet and profit and loss accounts;

« Report of activities; Material changes; «

Remuneration;

«

Liquidity

«

« Risk related disclosure;

Leverage; and

«

« Private Equity disclosure.

For each topic, ALFI provided its guidance as fol- lows:  Reminder of the Article in the AIFM Law;  Reminder of the corresponding Articles in the AIFMD-CDR;  ALFI Guidance on the basis, where applicable, of the two most common accounting frameworks used in Luxembourg: Luxembourg GAAP and IFRS.

The Guidelines compliance table IS AVAILABLE HERE.

The ALFI Guidance on AIFMD reporting IS AVAILA- BLE HERE.

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