Law of 12 July 2013 on alternative investment fund managers

1 This consolidated text was drawn up by the CSSF for information purposes only. In case of discrepancies between the French and the English consolidated texts, the texts published in the M morial are the sole authoritative and universally valid versions. 1 Law of 12 July 2013 on alternative investment fund managers transposing Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on alternative investment Fund managers and amending Directives 2003/41/EC and 2009/65/EC and regulations (EC) No 1060/2009 and (EU) No 1095/2010; amending: the Law of 17 December 2010 relating to undertakings for collective investment , as amended; the Law of 13 February 2007 relating to specialised investment funds, as amended; the Law of 15 June 2004 relating to the investment company in risk capital (SICAR), as amended; the Law of 13 July 2005 on institutions for occupational retirement provision in the form of a SEPCAV and an ASSEP, as amended; the Law of 13 July 2005 on the activities and supervision of institutions for occupational retirement provision.

2 The Law of 5 April 1993 on the financial sector, as amended; the Law of 12 November 2004 on the fight against money laundering and terrorist financing, as amended; the Law of 23 December 1998 establishing a financial sector supervisory commission ( Commission de surveillance du secteur financier ), as amended; the Law of 10 August 1915 on commercial companies, as amended; the Law of 19 December 2002 on the trade and companies register and the accounting practices and annual accounts of undertakings, as amended; the Commercial Code; the Law of 4 December 1967 on income tax, as amended; the Law of 1 December 1936 on business tax, as amended; the Law of 16 October 1934 on fiscal adjustment, as amended; the Law of 16 October 1934 on the valuation of assets and values, as amended; the Law of 12 February 1979 on value added tax, as amended (M m.)

3 A 2013, No 119) as amended by: the Law of 23 July 2015: - transposing Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013; - transposing Articles 2 and 3 of Directive 2011/89/EU of the European Parliament and of the Council of 16 November 2011; - transposing Article 6(6) of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011; - amending: 1. the Law of 5 April 1993 on the financial sector, as amended; 2. the Law of 23 December 1998 establishing a financial sector supervisory commission ( Commission de surveillance du secteur financier ), as amended; 3. the Law of 12 July 2013 on alternative investment fund managers ; (M m. A 2015, No 149) the Law of 15 March 2016 on OTC derivatives, central counterparties and trade repositories and transposing: Directive 2013/14/EU of the European Parliament and of the Council of 21 May 2013 amending Directive 2003/41/EC on the activities and supervision of institutions for occupational retirement provision, Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) and Directive 2011/61/EU on alternative investment Fund managers in respect of over-reliance on credit ratings; and implementing: 1.

4 Regulation (EU) No 260/2012 of the European Parliament and of the Council of 14 March 2012 establishing technical and business requirements for credit transfers and direct debits in euro and amending Regulation (EC) No 924/2009; 2. Regulation (EU) no 648 /2012 of the European Parliament and of the Council of 4 July 2012 on OTC 2 derivatives, central counterparties and trade repositories; and 3. Regulation (EU) No 462/2013 of the European Parliament and of the Council of 21 May 2013 amending Regulation (EC) No 1060/2009 on credit rating agencies; and amending: 1. the Law of 23 December 1998 establishing a financial sector supervisory commission ( Commission de surveillance du secteur financier ), as amended; 2. the Law of 13 July 2005 on institutions for occupational retirement provision in the form SEPCAV and an ASSEP, as amended; 3.

5 The Law of 10 November 2009 on payment services, as amended; 4. the Law of 17 December 2010 relating to undertakings for collective investment , as amended; 5. the Law of 28 October 2011 implementing Regulation (EC) No 1060/2009 of 16 September 2009; and 6. the Law of 12 July 2013 on alternative investment fund managers , as amended; (M m. A 2016, No 39) the Law of 10 May 2016 transposing Directive 2014/91/EU of the European Parliament and of the Council of 23 July 2014 amending Directive 2009/65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) as regards depositary functions, remuneration policies and sanctions; amending: the Law of 17 December 2010 relating to undertakings for collective investment , as amended; the Law of 12 July 2013 on alternative investment fund managers , as amended; (M m.)

6 A 2016, No 88) the Law of 27 February 2018 implementing Regulation (EU) 2015/751 of the European Parliament and of the Council of 29 April 2015 on interchange fees for card-based payment transactions, and amending: 1. the Law of 5 April 1993 on the financial sector, as amended; 2. the Law of 23 December 1998 establishing a financial sector supervisory commission ( Commission de surveillance du secteur financier ), as amended; 3. the Law of 5 August 2005 on financial collateral arrangements, as amended; 4. the Law of 11 January 2008 on transparency requirements for issuers, as amended; 5. the Law of 10 November 2009 on payment services, as amended; 6. the Law of 17 December 2010 relating to undertakings for collective investment , as amended; 7. the Law of 12 July 2013 on alternative investment fund managers , as amended; 8. the Law of 7 December 2015 on the insurance sector, as amended; 9.

7 The Law of 18 December 2015 on the failure of credit institutions and certain investment firms, as amended, and 10. the Law of 23 December 2016 on market abuse; (M m. A 2018, No 150) the Law of 6 June 2018 implementing Regulation (EU) 2015/2365 of the European Parliament and of the Council of 25 November 2015 on transparency of securities financing transactions and of reuse and amending Regulation (EU) no 648 /2012, and amending: 1. the Law of 17 December 2010 relating to undertakings for collective investment , as amended; 2. the Law of 12 July 2013 on alternative investment fund managers , as amended; and 3. the Law of 7 December 2015 on the insurance sector, as amended; (M m. A 2018, No 463) the Law of 21 July 20211 transposing Directive (EU) 2019/1160 of the European Parliament and of the Council of 20 June 2019 amending Directives 2009/65/EC and 2011/61/EU with regard to cross-border distribution of collective investment undertakings and amending: 1 the Law of 17 December 2010 relating to undertakings for collective investment , as amended; and 2 the Law of 12 July 2013 on alternative investment fund managers , as amended; (M m.)

8 A 2021, No 561) 1 Referred to hereinafter as Law of 21 July 2021: A561 3 by the Law of 21 July 20212: 1 amending: a) the Law of 5 April 1993 on the financial sector, as amended; b) the Law of 23 December 1998 establishing a financial sector supervisory commission ( Commission de surveillance du secteur financier ), as amended; c) the Law of 17 December 2010 relating to undertakings for collective investment , as amended; d) the Law of 12 July 2013 on alternative investment fund managers , as amended; e) the Law of 7 December 2015 on the insurance sector, as amended; f) the Law of 18 December 2015 on the failure of credit institutions and certain investment firms, as amended; and g) the Law of 30 May 2018 on markets in financial instruments, as amended; 2 transposing: a) Directive (EU) 2019/2034 of the European Parliament and of the Council of 27 November 2019 on the prudential supervision of investment firms and amending Directives 2002/87/EC, 2009/65/EC, 2011/61/EU, 2013/36/EU, 2014/59/EU and 2014/65/EU; b) partially Directive (EU) 2019/2177 of the European Parliament and of the Council of 18 December 2019 amending Directive 2009/138/EC on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II), Directive 2014/65/EU on markets in financial instruments and Directive (EU) 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing; c) Directive (EU) 2020/1504 of the European Parliament and of the Council of 7 October 2020 amending Directive 2014/65/EU on markets in financial instruments.

9 And d) Directive (EU) 2021/338 of the European Parliament and of the Council of 16 February 2021 amending Directive 2014/65/EU as regards information requirements, product governance and position limits, and Directives 2013/36/EU and (EU) 2019/878 as regards their application to investment firms, to help the recovery from the COVID-19 crisis; and 3 implementing: a) Regulation (EU) 2019/2033 of the European Parliament and of the Council of 27 November 2019 on the prudential requirements of investment firms and amending regulations (EU) No 1093/2010, (EU) No 575/2013, (EU) No 600/2014 and (EU) No 806/2014; b) Article 4 of Regulation (EU) 2019/2175 of the European Parliament and of the Council of 18 December 2019 amending Regulation (EU) No 1093/2010 establishing a European Supervisory Authority (European Banking Authority), Regulation (EU) No 1094/2010 establishing a European Supervisory Authority (European Insurance and Occupational Pensions Authority), Regulation (EU) No 1095/2010 establishing a European Supervisory Authority (European Securities and Markets Authority), Regulation (EU) No 600/2014 on markets in financial instruments, Regulation (EU) 2016/1011 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds, and Regulation (EU) 2015/847 on information accompanying transfers of funds.

10 (M m. A 2021, No 566) 2 Referred to hereinafter as Law of 21 July 2021: A566 4 Chapter 1 General provisions .. 6 Article 1. Definitions .. 6 Article 2. Subject matter and 11 Article 3. Exemptions .. 12 Article 4. Determination of the AIFM .. 13 Chapter 2 Authorisation of AIFMs .. 13 Article 5. Conditions for taking up activities as AIFMs .. 13 Article 6. Application for authorisation .. 14 Article 7. Conditions for granting authorisation .. 15 Article 8. Initial capital and own funds .. 17 Article 9. Changes in the scope of the authorisation .. 18 Article 10. Withdrawal of the authorisation and liquidation .. 18 Chapter 3 Operating conditions for AIFMs .. 19 Section 1 General requirements .. 19 Article 11. General principles .. 19 Article 12. Remuneration .. 19 Article 13. Conflicts of 19 Article 14. Risk management.