The AIFMD limits the possibility for non-EU domiciled fund managers to market the funds which they manage to professional investors in the EU. The best scenario for a fund manager to benefit from the passport provided by the Directive is to set up a fund management firm (AIFM) in an EU member state and domicile the fund (AIF) in the same or another EU member state. This would provide the EU AIFM with a full passport and enable such manager to market the AIF without any restriction to a professional investor in the EU. In some cases, an EU AIFM would want to set up the fund outside of the EU for one reason or another. In such cases, such a fund can still be marketed in the EU on a private placement basis and according to the National Private Placement Regimes (NPPRs) in each individual member state; this is not ideal since the NPPRs could vary greatly between one member state and another.
There exist a number of diverse options with different permutations:
1. Setting up an EU AIFM and an EU (N)AIF
Malta launched a fast track regime for AIFs which can be notified to the MFSA but not fully licenced – NAIFs. Malta is also the domicile of choice for close to 100 fund management firms managing around a total of euro75 billion.
2. Setting up an EU AIFM and utilising an EU AIF platform without setting up an EU AIF
Malta has a number of fund platforms licensed by the MFSA which provide a white label solution.
3. Utilising an EU AIFM platform (which would delegate portfolio management to an EU or non-EU sub manager) and setting up an EU (N)AIF
This would require the setting up of a fund vehicle in the EU but would address the concern which arises with fund platforms that investors are accessing a structure operated by a third party platform provider. Possibly the best solution from a cost and control point of view which provides full passporting rights.
4. Utilising an EU AIFM platform (which would delegate portfolio management to an EU or non-EU sub manager) and an EU AIF platform
This would not require the setting up of any new structure since the platform solution would address both the fund management operation as well as the fund vehicle.