Glossary of Terms

“AIFMD” means the Directive of the European Parliament and of the Council on alternative investment fund managers (No. 2011/61/EU), as amended

“CBDF” means the Directive of the European Parliament and of the Council on cross-border distribution of collective investment undertakings (No. (EU) 2019/1160) (the “CBDF Directive”) and the Regulation of the European Parliament and of the Council on facilitating cross-border distribution of collective investment undertakings (No. (EU) 2019/1156) (the “CBDF Regulation”), as amended

“Council” means the Council of the European Union

“CRD IV” means the Directive of the European Parliament and of the Council on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms (No. 2013/36/EU), as amended

“CRR” means the Regulation of the European Parliament and the Council on prudential requirements for credit institutions and investment firms (No. 575/2013)

“CSSF” means the Luxembourg Commission de Surveillance du Secteur Financier

“ECOFIN” means the Economic and Financial Affairs Council made up of the economics and finance ministers of the EU member states, charged with the responsibility for approving the Directive on behalf of the Council of the European Union

“ECON” means the Committee on Economic and Monetary Affairs, being the committee within the European Parliament charged with primary responsibility for AIFMD

“ESMA” means the European Securities and Markets Authority

“ESMA Q&A” means ESMA’s Questions and Answers on the Application of the AIFMD. This document is updated from time to time – click here for a link to ESMA’s list of Q&A documents to find the latest version, under “Fund Management”

“ESRB” means the European Systemic Risk Board

“FATF” means the Financial Action Task Force on anti-money laundering and terrorist financing

“FCA” means the United Kingdom Financial Conduct Authority

“FCA Handbook” means the handbook of rules and guidance made by the FCA’s board of directors

“IORPs” means Institutions for Occupational Retirement Provision

“Issuer” means a company which has its registered office in the European Union and the shares of which are admitted to trading on a regulated market within the meaning of point (21) of Article 4(1) of MiFID II

“KID” means key information document

“Level 2 Regulations” means the European Commission Delegated Regulation supplementing AIFMD with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision (No. 231/2013), as amended

“Luxembourg AIFM Law” means the Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended. A link to the law is available here.

“MiFID II” means the Directive of the European Parliament and Council on markets in financial instruments (No. 2014/65/EU), as amended

“MiFID Top-Up” means the additional MiFID II investment services an AIFM can be authorised to perform pursuant to Article 6 AIFMD

“Non-Listed Company” means a company which has its registered office in the European Union and the shares of which are not admitted to trading on a regulated market within the meaning of point (21) of Article 4(1) of MiFID II

“NPPR” means a National Private Placement Regime, being the rules under which AIFs may be marketed in a particular country other than on the basis of a marketing passport (effectively covering marketing under Articles 36 and 42 of AIFMD in the case of marketing in EU Member States)

“PRIIPs Regulation” means the Regulation of the European Parliament and of the Council on key information documents for packaged retail and insurance-based investment products (No. 1286/2014)

“Prospectus Regulation” means the Regulation of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (No. (EU) 2017/1129), as amended

“Second Company Law Directive” means the Directive of the European Parliament and of the Council on the formation of public limited liability companies and the maintenance and alteration of capital (No. 77/91/EEC), as amended

“Second Shareholders’ Rights Directive” means the Directive of the European Parliament and of the Council amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement (No. 2017/828), as amended

“Securities Financing Transactions Regulation” means the Regulation of the European Parliament and of the Council on transparency of securities financing transactions and of reuse (No. 2015/2365)

“Securitisation Regulation” means the Regulation of the European Parliament and the Council laying down a general framework for simple, transparent and standardised securitisation (No. (EU) 2017/2402)

“SFTs” means securities financing transactions

“SME” means small and medium-sized enterprises that fulfil the criteria laid down in Recommendation 2003/361/EC which are summarised in the table below. In addition to the staff headcount ceiling, an enterprise qualifies as an SME if it meets either the turnover ceiling or the balance sheet ceiling, but not necessarily both.

Enterprise category Headcount Turnover or Balance sheet total
medium-sized < 250 ≤ € 50 million ≤ € 43 million
small < 50 ≤ € 10 million ≤ € 10 million
micro < 10 ≤ € 2 million ≤ € 2 million


“SRD II”
means the Second Shareholders’ Right Directive (No. (EU) 2017/828)

“Sustainable Finance Disclosure Regulation” means the Regulation of the European Parliament and of the Council on sustainability‚Äźrelated disclosures in the financial services sector (No. (EU) 2019/2088)

“Takeover Directive” means the Directive of the European Parliament and of the Council on takeover bids (No. 2004/25/EC), as amended

“Temporary Permissions Regime” or “TPR” means UK arrangements which enable relevant EU firms that were providing services into the UK on the basis of a passport, and funds that were being marketed into the UK on the basis of a passport, when the Transition Period ended to continue providing such services, or to be marketed, temporarily in the UK after the end of the Transition Period

“Transition Period” means the transition period (also referred to the “implementation period”) that commenced when the UK ceased to be a Member State of the EU on 31 January 2020, and ended on 31 December 2020. During the Transition Period, most of the obligations and benefits of EU membership, including those relating to AIFMD, continued to apply to the UK on a temporary basis

“UCITS” means Undertakings for the Collective Investment in Transferable Securities

“UCITS Directive” means the Directive of the European Parliament and of the Council on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (No. 2009/65/EC), as amended

“UK Regulations” means the Alternative Investment Fund Managers Regulations 2013, as amended. A link to the regulation is available here, note that there may be recent changes not yet applied to this version of the regulation.