CP12/32: Implementation of the Alternative ... - BVCA admin

10
Marketing
November 2012
CP12/32
Implementation of the Alternative Investment Fund Managers Directive
10.1 The Directive deals specifically with the marketing of AIFs to professional investors in the
UK and other Member States. The UK transposition of these requirements will primarily be
by Treasury regulations, and we expect the Treasury to consult on these new requirements.
However, we take this opportunity to discuss a few related points here. We also intend to
consult on any revised retail marketing requirements for AIFs in CP2.
Definition of ‘marketing’
10.2 DP12/1 posed several questions about marketing AIFs. 122 Respondents generally argued
that certain communications and practices such as reverse solicitation, secondary
transactions or communications about NAVs should not be considered marketing.
10.3 The Directive definition of ‘marketing’ is ‘direct or indirect offering or placement at the
initiative of the AIFM, or on behalf of the AIFM, of units or shares of an AIF it manages to
or with investors domiciled or with a registered office in the Union’. 123 We intend to
transpose this definition into the Glossary of our Handbook.
10.4 Despite the overlap between the concepts of marketing under the AIFMD and a promotion
under the FSMA financial promotion orders 124 , marketing under the AIFMD contains
distinctive features outside the FSMA definition. In particular, the prohibitions on financial
promotions 125 do not include the AIFMD concept on ‘the placing of units or shares of an
AIF with investors’, while some activities of placement agents to promote new AIFs may
not be included in the AIFMD concept.
122 Questions 50-52 of DP12/1.
123 Article 4(1)(x) AIFMD.
124 Financial Promotions Order 2005, Promotions of Collective Investment Schemes Order 2001 (S.I. 2001/1060).
125 Sections 21 & 238 of FSMA.
Financial Services Authority 79