The Alternative Investment Fund Managers Directive (the “Directive”) will introduce new regulatory reporting requirements for alternative investment fund managers (“AIFMs”) covered by the Directive. These will include all AIFMs based in the European Economic Area (“EEA”)1 as well as non-EEA AIFMs which either manage an alternative investment fund (“AIF”) domiciled in the EEA or which market a non-EEA AIF within the EEA. Although reporting under the Directive will be made to EEA national regulators, the European Commission has adopted a standard form template to be used throughout the EEA, derived from advice given to the Commission by the European Securities and Markets Authority (“ESMA”), which we refer to as the “ESMA Form”.
The ESMA Form represents one of a number of systemic risk reporting initiatives of various regulators around the world following the 2008 market crisis, and the U.S. Securities and Exchange Commission (“SEC”) was very involved in that process. On October 26, 2011, the SEC adopted Form PF to be used by SEC-registered investment advisers to provide the new Financial Stability Oversight Council (“FSOC”), the systemic risk oversight body created by the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd Frank Act”), with information necessary to help it monitor the systemic risk created by private funds. The Dodd-Frank Act requires the FSOC to coordinate with foreign regulators in monitoring systemic risk. Accordingly, the SEC staff consulted with the United Kingdom’s Financial Services Authority (“FSA”), ESMA, the International Organization of Securities Commissions and Hong Kong’s Securities and Futures Commission, to develop a consistent regime for hedge fund reporting. Although the SEC staff did draw on ideas from the FSA’s voluntary semi-annual survey of hedge funds and ESMA’s draft guidance on AIFM reporting on systemic risk pursuant to the Directive, ultimately the scope and frequency of the reporting and the data required to be reported on Form PF differs from the reporting required by the Directive in many respects. Also, both forms ultimately require information on funds in addition to hedge funds.
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