Copyright 2017 Wildgen S.A.

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3 JULY _WILDGEN INSIGHTS THE CSSF UPDATES ITS UCITS AND AIFMD FAQS The Luxembourg supervisory authority the Commission de Surveillance du Secteur Financier (CSSF), issued on 6 July 2017 Read more on page 4 ALFI ISSUES SECOND VERSION OF Q&A ON PRIIPS KIDS On 30 May 2017, the Association of the Luxembourg Fund Industry(ALFI) issued its second version of the Q&A Read more on page 6 _WILDGEN INSIDE WILDGEN NEWS Read more on page 8 WILDGEN EVENTS Read more on page 11 WILDGEN PUBLICATIONS Read more on page 14 ABOUT WILDGEN Since 1923, Wildgen has been at the heart of law practice in Luxembourg. It is today one of the best known and well-respected law firms in Luxembourg, possessing a strong track record and continuing to offer sound technical expertise. As a full-service business law firm, we represent Fortune 500 companies and a wide variety of closely and publicly held corporations, partnerships, emerging businesses and individuals, investment funds, private equity houses as well as leading banking and financial institutions and leading insurance and reinsurance service providers. We enjoy a solid reputation in a wide range of practice areas: Administrative Law, Aviation & Maritime, Banking & Finance, Capital Markets, Corporate Finance, Corporate Law, Employment and Pensions, Energy, Insurance & Reinsurance, Intellectual Property & Telecommunications, Media and Technologies, Investment Funds, Islamic Finance, Litigation and Arbitration, Mergers & Acquisitions, Private Equity and Venture Capital, Restructuring & Insolvency, Real Estate, Securitisation, Tax. 3 P a g e

4 4 WILDGEN INSIGHTS The CSSF updates its UCITS and AIFMD FAQs Antonios Nezeritis (Partner) - July 2017 antonios.nezeritis@wildgen.lu _The Luxembourg supervisory authority, the Commission de Surveillance du Secteur Financier (CSSF), issued on 6 July 2017 the fourth version of its frequently asked questions on the laws and regulations governing undertakings for collective investment in transferable securities (UCITS) (UCITS FAQ) and the eleventh version of its frequently asked questions on Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers (AIFMD FAQ). AIFMD FAQ The only update to the AIFMD FAQ relates to the impact on Luxembourg alternative investment funds (AIFs) of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents (KIDs) for packaged retail and insurance-based investment products (PRIIPs Regulation). As per the PRIIPs Regulation, all PRIIPs manufacturers must issue a PRIIPs KID before retail investors may invest in the relevant PRIIP (including investment funds). The CSSF confirmed that Luxembourg AIFs that are offered or sold to retail investors must issue a PRIIPs KID as of 1 January 2018 unless they publish a UCITS key investor information-like document (UCITS KIID-like document). Such an exemption would apply to undertakings for collective investment subject to Part II of the Luxembourg Law of 17 December 2010 on undertakings for collective investment, as amended (Part II Funds), specialized investment funds (SIFs), investment funds in risk capital (SICARs) and reserved alternative investment funds (RAIFs). Copyright 2017 Wildgen S.A.

5 Per the updated AIFMD FAQ, additional sub-funds and classes launched after 1 January 2018 may also benefit from the exemption if the Luxembourg AIF in question has issued a UCITS KIID-like document prior to that date. The CSSF also confirmed that Luxembourg AIFs that are offered or sold only to professional investors need not issue a PRIIPs KID. In that respect, the CSSF strongly recommends that Luxembourg AIFs that fall into this category amend their offering documents to note expressly that they are offered or sold only to professional investors and that they will not issue a PRIIPs KID. As an alternative to such an amendment to the offering document, the Luxembourg AIF may complete, sign and send to the CSSF the self-assessment form which is available on the CSSF s website. This form serves as an assessment of the status of the AIF on whether it is only offered or sold to professional investors. The CSSF also confirmed that the PRIIPs KID does not need to be provided to investors outside the European Economic Area (EEA), unless the non-eea country requires it. Furthermore, a PRIIPs KID must be provided each time an investor makes a subscription in the same class, except in the case of an investment through a savings plan with a regular subscription. The CSSF also advised that it does not require receipt of drafts of the PRIIPs KID but only the final version thereof (or, if applicable, of the UCITS KIID-like document), as well as any updates. The CSSF took the same approach that it took for the UCITS KIID and confirmed that the PRIIPs KID will not be visa-stamped by the CSSF. Finally, it should be noted that these provisions on the PRIIPs KID are consistent with the guidelines included in the Q&A issued by the Association of the Luxembourg Fund Industry (ALFI) on the PRIIPs KID (ALFI Q&A). Please see our articles ALFI Issues Q&A on PRIIPS KIDs and ALFI issues second version of Q&A on PRIIPs KIDs on the ALFI Q&A. 5

6 6 UCITS FAQ The updated UCITS FAQ includes the following new topics: Independence requirements set forth in Chapter 4 of the Commission Delegated Regulation (EU) 2016/438 of 17 December 2015 (UCITS V) Impact of the PRIIPs Regulation ESMA Opinion on UCITS share classes The full article can be read on our website. ALFI issues second version of Q&A on PRIIPs KIDs Antonios Nezeritis (Partner) - July 2017 _ On 30 May 2017, the Association of the Luxembourg Fund Industry (ALFI) issued its second version of the Q&A on the Key Investor Documents (KIDs) for Packaged Retail and Insurance-based Investment Products (PRIIPs). antonios.nezeritis@wildgen.lu Please see our article ALFI Issues Q&A on PRIIPS KIDs, for an overview of which funds are affected by Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for PRIIPs (PRIIPs Regulation) as well as selected topics from the first version of the Q&A. Below, you will find some of ALFI s updates to the Q&A. Reserved Alternative Investment Funds (RAIFs) As a preliminary note, our aforementioned article had included references to reserved alternative investment funds (RAIFs) and explained how certain provisions of the Q&A would apply to RAIFs, even though the Q&A itself only included references to specialized investment funds (SIFs), investment funds in risk capital (SICARs) and undertakings for collective investment that are subject to Part II of the Luxembourg law of 17 December 2010 on undertakings Copyright 2017 Wildgen S.A.

7 for collective investment, as amended (Part II Funds). In the second version of the Q&A, ALFI has added references to the RAIFs to remove any doubt. Use of a KID by UCITS Undertakings for Collective Investment in Transferable Securities (UCITS) that were authorised pursuant to Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to UCITS, as amended, are exempt from the obligations under the PRIIPs Regulation until 31 December ALFI confirmed that a UCITS may not waive this exemption to issue a KID instead of the key investor information document which is required for UCITS ( UCITS KIID ). Website Per the PRIIPs Regulation, the KID must be published on the PRIIP s manufacturer s (i.e., the fund) website. ALFI believes that the KID may be made available on websites other than the fund s if the fund includes links on its website to those external websites. Cross-references to the prospectus ALFI notes that the KID must include all key information. Therefore, cross-references to the prospectus should not be used as a substitute for that requirement. Finally, cross-references should only be used for information that must be included in the KID. Definition of key terms Unlike for the UCITS KIID, the PRIIPs Regulation does not require that key terms be defined. However, ALFI indicated that key terms may be defined to comply with the requirement that simple language be used in the KID. 7 The article can be read on our website.

8 8 WILDGEN INSIDE WILDGEN NEWS JUNE 2017 WILDGEN LAWYERS APPOINTED LUXEMBOURG EXPERTS FOR A EC STUDY _Dr. Eric Perru and Dr. Thomas Biermeyer have been appointed Luxembourg experts for a study on Business-to-business transactions: a comparative analysis of legal measures vs. soft-law instruments for improving payment behaviour which the international policy consultancies Milieu and VVA Consulting were recently awarded together with the global data collection company GDCC by the European Commission (DG GROW). The aim of the study is to provide an in-depth assessment of measures, both regulatory and voluntary, that have been put in place in the Member States to address the problem of late payment in commercial relations between undertakings (B2B). The ultimate result will be EU-wide qualitative and quantitative data that will enable the Commission: To assess whether the current EU legal framework on late payments in the B2B area is still fit for purpose, To provide public authorities, businesses and SMEs with concrete recommendations for building a responsible payment culture in the EU. Copyright 2017 Wildgen S.A.

9 JULY 2017 WILDGEN CONFIRMS ITS GROWTH WITH THE NOMINATION OF TWO PARTNERS 9 _Wildgen is delighted to announce its latest career moves. After the recent arrival of the investment funds Partner Antonios Nezeritis, Wildgen confirms the development of the firm with the election of Lionel Bonifazzi and Isabelle Charlier as Partners, experts in corporate law. The firm also promoted seven Associates to Senior Associates. The firm strengthens the Corporate Law department with the appointment of two Partners: Lionel Bonifazzi and Isabelle Charlier. With his years of experience in corporate law, tax law and accounting law, Lionel Bonifazzi brings all of his expertise to the firm s clients. As a SOPARFI expert, he recently took part as a speaker with François Brouxel (Managing Partner) at the conference Challenges for the SOPARFI, the top investment vehicle in Luxembourg organised by Vistra Luxembourg and Kluwer Formations. Isabelle Charlier is a specialist in multi-jurisdictional deals with corporate structuring projects, mergers and acquisitions (M&A) of companies and transactional business law. As a recognised specialist in corporate law, Isabelle has been in charge of the Wildgen internal working group on the reform of the Luxembourg company law regime. Isabelle also has extensive knowledge in the areas of transport with a specific focus on maritime law (she is a Board member of the Luxembourg Maritime Cluster). Managing Partner François Brouxel comments: These new appointments show and confirm the growth of our firm, while strengthening our position on strategic practices. Through these nominations we want to highlight our talents and reward them for their work, skills and knowledge acquired over the years. They will need this expertise in their new positions. The full article can be read on our website.

10 10 JULY 2017 THE WILDBEES PROJECT _ The law firm Wildgen is pleased to welcome new colleagues who are known as the best workers ever, and for good reason: they re bees! Wildgen is very proud to be the first company to install beehives in its garden in the city-centre of Luxembourg. This initiative, undertaken in collaboration with The Place to Bee, is part of the Wildgen 4 Environment CSR program. Officially classified as endangered since 2016, bees now need protection more than ever before. A practice that has been developing more and more is urban apiculture. Bees are establishing homes in cities all over the world, including Paris, London, New York and Luxembourg. Contrary to what one might think, urban apiculture is very beneficial for populations of this kind of breeding. The diversity of the flora, thanks to the large variety of flowers present on balconies and in parks, and the absence of pesticides offer a perfect environment for the development of colonies. Wildgen, which has always been devoted through an appropriate and integrated approach to various causes and CSR projects, decided that it was time to act. Through its Wildgen 4 Environment program, the key values of which are respect for biodiversity and protection of the environment, The WildBees Project was born. Two hives were installed in the garden of the firm, located near the Pétrusse. By letting the bees flourish in an appropriate environment in the heart of Luxembourg City, Wildgen actively participates in their preservation. You can find all the article and a picture report on our website Copyright 2017 Wildgen S.A.

11 11 WILDGEN EVENTS JUNE 2017 FIRST WILDGEN NOPESCHFEST FÊTE DES VOISINS CELEBRATED! _On 28 June 2017, the Luxembourg law firm Wildgen decided to celebrate the first Nopeschfest Fête des voisins! A hundred people gathered in a friendly atmosphere to enjoy the first Wildgen Nopeschfest. A food truck, bar, DJ and even the sun were part of the evening. It was an excellent opportunity for all to get to know their neighbours. Discover the photos of this event on our website. JUNE 2017 WILDGEN HAD BREAKFAST IN THE SKY! _ On 30 June 2017, Wildgen s Partners had a unique experience: having breakfast in the world s highest mobile observation tower. As the City Skyliner is in Luxembourg this summer, Wildgen took the opportunity to be the first to offer a breathtaking 360 view over the city at an altitude of 81 meters. So we took a ride to the top and started the day of 30 June with breakfast up in the Luxembourg air and an unforgettable experience. Discover the photos of this event on our website.

12 SEPTEMBER TH ANNIVERSARY ISA JAHRESKONGRESS _From 14 to 16 September, Mevlüde- Aysun Tokbag, Investment Fund Partner, Head of Wildgen German Desk and Member of the ISA International Network, and Pierre Metzler, Senior Partner, take part in the 10th ISA Jahreskongress in Mallorca. The topic of the 10th Anniversary of the ISA Kongress will be "The international private customer". Mrs. Tokbag will be be part of the investment funds panel to give her expert point of view on the topics discussed during the conference. More information on our website. 21 SEPTEMBRE 2017 LA MODERNISATION DU DROIT LUXEMBOURGEOIS DES SOCIÉTÉS _Le 21 septembre prochain de 12h30 à 14h, Wildgen a le plaisir de vous inviter à son Learn at Lunch sur la modernisation du droit des sociétés luxembourgeois. La loi du 10 août 2016 portant modernisation du droit des sociétés est entrée en vigueur le 23 août Cette réforme n a pas révolutionné le droit des sociétés mais elle a permis d adapter celui-ci aux réalités économiques en lui donnant plus de souplesse tout en renforçant sa sécurité juridique. Les sociétés existantes disposent d un délai de 24 mois pour adapter leurs statuts. Plus d informations sur notre site web. Copyright 2017 Wildgen S.A.

13 13 17 OCTOBER 2017 WILDGEN 4 WOMEN - OFFICIAL LAUNCHING Save the Date! On 17 October, Wildgen will officially launch "Wildgen 4 Women. By implementing the Wildgen 4 Women dedicated service, we want to help where help is needed, create great occasions to meet like-minded business women, network with women in the leadership world, connect to peers, mentors and sponsors, and gain access to future opportunities. In collaboration with the Asian University for Women, Fondsfrauen, Adem and the Luxembourg Diversity Charter, we want to encourage education and profession of women to take up a leadership role in order to close the circle and provide a continued women-oriented help. More information on our website.

14 14 WILDGEN PUBLICATIONS JUIN 2017 LA PRATIQUE DU DROIT EUROPÉEN DES SOCIÉTÉS (EDITIONS JOLY) _Catherine Cathiard, Director, est très heureuse d'annoncer la sortie de la seconde édition de son livre "La pratique du droit européen des sociétés - structures européennes et réorganisations transfrontalières"aux Editions Joly. Plus d informations sont disponibles sur notre site web JUIN 2017 CODE DES SOCIÉTÉS LUXEMBOURGEOIS (LEGITECH) _Wildgen, cabinet d avocats d affaires luxembourgeois renommé notamment en droit des sociétés, est heureux d annoncer la sortie du «Code des Sociétés luxembourgeois 2017» annoté par ses avocats et édité chez Legitech.Property, Technology, Media and Telecommunication sectors. Plus d informations sont disponibles sur notre site web Copyright 2017 Wildgen S.A.

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16 16 69, boulevard de la Pétrusse L-2320 Luxembourg Tel: Fax: info@wildgen.lu Follow Wildgen on Twitter, LinkedIn and Facebook: If you have a friend or colleague that you think might find this newsletter informative, why not taking it away for him/her? To subscribe to this newsletter or to contact us, please send an to marketing@wildgen.lu The present newsletter contains general information only. It is not intended to be, and should not be relied upon as, a comprehensive Copyright statement 2017 of the Wildgen law. Therefore, S.A. WILDGEN cannot accept any liability for any errors, omissions or opinions contained herein and for the implementation of the principles set out without its active involvement.