### the active substance is essential to prevent or to control a serious danger to public or animal health or the environment ; or ### it is shown by evidence that the active substance is necessary to prevent or control a serious danger to public or animal health or to the environment , to food and feed safety , or to the public interest and that there are no effective alternative substances or technologies available . the use of any biocidal product containing active substances included in annex i pursuant to this paragraph shall be subject to appropriate risk mitigation measures to ensure that exposure of humans and the environment is minimised . member state authorising a biocidal product containing an active substance included in annex i pursuant to this paragraph shall draw up a substitution plan concerning the control of the serious danger by other means including non - chemical methods , which are as effective as the biocidal product concerned and shall without delay transmit that plan to the commission . the use of the biocidal product with the active substance concerned shall be restricted to those member states where the serious danger has to be prevented or , if it occurs , controlled .


### any of the member states concerned may , in particular , propose in accordance with the first subparagraph to refuse to grant an authorisation or to adjust the terms and conditions of the authorisation to be granted for a biocidal product containing an active substance to which article 5 or 10 applies . ### any of the member states concerned may , in particular , in accordance with the first subparagraph refuse to grant an authorisation or to adjust the terms and conditions of the authorisation to be granted for a biocidal product containing an active substance to which article 5 or 10 applies .


### ' nanomaterial ' means nanomaterial as defined in commission recommendation 20 . . / … / ec of … … … concerning the definition of nanomaterials ; ### ' nanomaterial ' means any intentionally produced material that has one or more dimensions of the order of 100 nm or less or is composed of discrete functional parts , either internally or at the surface , many of which have one or more dimensions of the order of 100 nm or less , including structures , agglomerates or aggregates , which may have a size above the order of 100 nm but retain properties that are characteristic of the nanoscale . properties that are characteristic of the nanoscale include : those related to the large specific surface area of the materials considered ; and / or specific physico - chemical properties that are different from those of the non - nanoform of the same material . on entry into force of commission recommendation 20 . . / … / ec of … … concerning the definition of nanomaterials , this definition shall be replaced by the definition contained therein ;


### the active substance is essential to prevent or to control a serious danger to public or animal health or the environment ; or ### it is shown by evidence that the active substance is necessary to prevent or control a serious danger to public or animal health or to the environment , to food and feed safety , or to the public interest and that there are no effective alternative substances or technologies available . the use of any biocidal product containing active substances included in annex i pursuant to this paragraph shall be subject to appropriate risk mitigation measures to ensure that exposure of humans and the environment is minimised .


### if the member state concerned is unable to reach agreement with the applicant or receives no reply from the applicant within 60 days of that communication it shall inform the commission . in that case , the commission : ### if the member state concerned is unable to reach agreement with the applicant or receives no reply from the applicant within 60 days of that communication it shall without delay inform other member states and the commission of any decision taken in this respect and its justification .


### an active substance shall be approved for an initial period not exceeding 10 years if at least one biocidal product containing that active substance may be expected to meet the criteria laid down in point of article 18 taking into account the factors set out in article&#160 ; 18 and&#160 ; . ### an active substance shall be included in annex - i for an initial period not exceeding 10 years if at least one biocidal product containing that active substance fulfils the conditions laid down in point of article 18 taking into account the factors set out in article&#160 ; 18 and&#160 ; .


### the risk to humans or the environment from exposure to the active substance in a biocidal product , under realistic worst case conditions of use , is negligible , in particular where the product is used in closed systems or strictly controlled conditions ; ### the risk to humans or the environment from exposure to the active substance in a biocidal product , under realistic worst case conditions of use , is negligible , meaning that the product is used in closed systems or under other conditions excluding contact with humans ;


### ‘ nanomaterial’ means nanomaterial as defined in commission recommendation 20 . . / … / ec of … … … concerning the definition of nanomaterials ; ### ' nanomaterial ' means any intentionally produced material that has one or more dimensions of the order of 100 nm or less or is composed of discrete functional parts , either internally or at the surface , many of which have one or more dimensions of the order of 100 nm or less , including structures , agglomerates or aggregates , which may have a size above the order of 100 nm but retain properties that are characteristic of the nanoscale . properties that are characteristic of the nanoscale include : those related to the large specific surface area of the materials considered ; and / or specific physico - chemical properties that are different from those of the non - nanoform of the same material . no later than six months after the adoption of recommendation 20 . . / … / ec of … … concerning the definition of nanomaterials , the commission shall make a legislative proposal to include the definition in this regulation .


### by way of derogation from article 31 , any of the member states concerned may propose to refuse to grant an authorisation or to adjust the terms and conditions of the authorisation to be granted , provided that such a measure can be justified on grounds of : ### by way of derogation from article 31 , any of the member states concerned may refuse to grant an authorisation or adjust the terms and conditions of the authorisation to be granted , provided that such a measure can be justified on grounds of :


### the free movement of workers is also a key element to the development of a genuine union labour market , allowing workers to move from high unemployment areas to areas where there are labour shortages , helping more people find posts better suited to their skills and overcoming bottlenecks in the labour market . ### the free movement of workers is also a key element to the development of a genuine union labour market , allowing workers to move to areas offering more employment opportunities , helping more people find posts better suited to their skills and overcoming bottlenecks in the labour market .


### to provide more effective levels of protection , associations and legal entities should also be empowered to engage , as the member states determine , on behalf of or in support of any victim in proceedings , without prejudice to national rules of procedure concerning representation and defense before the courts . ### to provide more effective levels of protection , associations and legal entities should also be empowered to engage , as the member states determine , on behalf of or in support of any victim in proceedings , without prejudice to national rules of procedure concerning representation and defence before the courts . member states should be encouraged to implement the commission’s recommendation c3539 of 11 june 2013 on common principles for injunctive and compensatory collective redress mechanisms in the member states concerning violations of rights granted under union law and to facilitate the operation of its mechanism to protect workers efficiently .


### member states shall ensure that existing or newly created bodies are aware , make use of and co - operate with the existing information and assistance services at union level , such as your europe , solvit , eures , enterprise europe network and the points of single contact . ### member states should encourage existing or newly created bodies to make use of and co - operate with the existing information and assistance services at union level , such as your europe , solvit , eures , enterprise europe network and the points of single contact .


### with regard to dissemination through research publications , open access shall apply under the terms and conditions laid down in the grant agreement . with regard to dissemination of other results , including research data , the grant agreement may lay down the terms and conditions under which open access to such results shall be provided , in particular in erc frontier research or in other appropriate areas . ### with regard to dissemination through research publications , open access shall apply under the terms and conditions laid down in the grant agreement . with regard to dissemination of other results , including research data , the grant agreement may lay down the terms and conditions under which open access to such results shall be provided , in particular in erc frontier research or in other appropriate areas including those of significance for the sustainable development of developing and least - developed countries .


### rules governing the exploitation and dissemination of results should be laid down to ensure that the participants protect , exploit and disseminate those results as appropriate , in particular the possibility of additional exploitation conditions in the european strategic interest . ### rules governing the exploitation and dissemination of results should be laid down to ensure that the participants protect , exploit and disseminate those results as appropriate , in particular the possibility of additional exploitation , dissemination or licensing conditions in the european strategic interest or in order to tackle societal challenges , which are global in nature .


### the procedures for recruitment , transfer and dismissal of heads of nsis shall be transparent and based on professional criteria only . ### the procedures for recruitment , transfer and dismissal of heads of nsis shall be transparent , based on professional criteria and published on the website of the nsi . they shall ensure that there are equal opportunities , notably as regards gender , and that all positions have both male and female candidates .


### member states shall ensure that the applicable reference rate in commercial transactions leading to the delivery of goods or the provision of services for remuneration to public authorities : ### member states shall ensure that the applicable reference rate in commercial transactions :


### member states shall ensure that , in commercial transactions leading to the delivery of goods or the provision of services for remuneration to public authorities , the creditor is entitled , without the necessity of a reminder , to interest for late payment equal to statutory interest if the following conditions are satisfied : ### member states shall ensure that , in commercial transactions , the creditor is entitled , without the necessity of a reminder , to interest for late payment equal to statutory interest if the following conditions are satisfied :


### whatever the law applicable to the employment relationship , seasonal workers shall be entitled to : working conditions , including pay and dismissal as well as health and safety requirements at the workplace , applicable to seasonal work as laid down by law , regulation or administrative provision and / or universally applicable collective agreements in the member state to which they have been admitted according to this directive . in the absence of a system for declaring collective agreements to be of universal application , member states may , if they so decide , base themselves on collective agreements which are generally applicable to all similar undertakings in the geographical area and in the profession or industry concerned , and / or collective agreements which have been concluded by the most representative employers ' and labour organisations at national level and which are applied throughout national territory ; 2 . equal treatment with nationals of the host member state as regards at least with regard to : freedom of association and affiliation and membership of an organisation representing workers or of any organisation whose members are engaged in a specific occupation , including the benefits conferred by such organisations , without prejudice to the national provisions on public policy and public security ; b ) provisions in national laws regarding the branches of social security as defined in article 3 of council regulation no 883 / 04 ; c ) payment of statutory pensions based on the worker ' s previous employment under the same conditions as nationals of the member states concerned when they move to a third country ; d ) access to goods and services and the supply of goods and services made available to the public , except public housing and counselling services afforded by employment services . ### seasonal workers shall be entitled to equal treatment with nationals of the host member state at least with regard to : working conditions , including pay and dismissal , working hours , holidays and disciplinary provisions , as well as health and safety requirements at the workplace , taking into account , in addition to legal , administrative and regulatory provisions , arbitration decisions and collective agreements and contracts , concluded at any level , in accordance with the host member state ' s law and practices , by the most representative employers ' and labour organisations , under the same terms as for nationals of the host member state ; 2 . freedom of association and affiliation and membership of an organisation representing workers or of any organisation whose members are engaged in a specific occupation , including the rights and benefits conferred by such organisations , including the right to negotiate and conclude collective agreements and the right to strike and take industrial action , in accordance with the host member state’s national law and practices which comply with union law , without prejudice to the national provisions on public policy and public security ; 3 . the branches of social security , as defined in regulation no 883 / 2004 ; 4 . access to goods and services and the supply of goods and services made available to the public including procedures for obtaining housing and the assistance and advice services afforded by employment offices as provided by national law . this paragraph shall be without prejudice to the freedom of contract in accordance with national and union law .


### it is necessary to ensure that aifm operate subject to robust governance controls . aifm should be managed and organised so as to minimise conflicts of interest . recent developments underline the crucial need to separate asset safe - keeping and management functions , and segregate investor assets from those of the manager . to this end , the aifm has to appoint a depositary and entrust it with the booking of the investor money on a segregated account , the safe - keeping of financial instruments and the verification of whether the aif or the aifm on behalf of the aif has obtained ownership of all other assets . ### it is necessary to ensure that aifm operate subject to robust governance controls . aifm should be managed and organised so as to minimise conflicts of interest . recent developments underline the crucial need to separate asset safe - keeping and management functions , and segregate investor assets from those of the manager . to this end , the aifm has to ensure that the depositary tasks of booking of the investor money on a segregated account , safe - keeping of financial instruments and verification of whether the aif or the aifm on behalf of the aif has obtained ownership of all other assets are fulfilled independently and in the sole interest of the aif investors . those tasks may be performed by a depositary .


### the depositary shall be a credit institution having its registered office in the community and be authorised in accordance with directive 2006 / 48 / ec of the european parliament and council of 14 june 2006 relating to the taking up and pursuit of the business of credit institutions . ### the depositary shall be either : a credit institution having its registered office in the community and authorised in accordance with directive 2006 / 48 / ec ;


### ' marketing ' means any general offering or placement of units or shares in an aif to or with investors domiciled in the community , regardless of at whose initiative the offer or placement takes place ; ### ' marketing ' means any general offering or placement of units or shares in an aif , at the initiative of the aifm managing such aif , to or with investors domiciled in the union ;


### in exceptional circumstances and when this is required in order to ensure the stability and integrity of the financial system , the competent authorities of the home member state may impose additional limits to the level of leverage that aifm can employ . measures taken by the competent authorities of the home member states shall have a temporary nature and should comply with the provisions adopted by the commission pursuant to paragraph 3 . ### in exceptional circumstances and when this is required in order to ensure the stability and integrity of the financial system , the competent authorities of the home member state of the aifm may impose limits to the level of leverage that aifm can employ . the home member state of the aif , the esma , the esrb and the commission should be informed about any such measure .


### the commission shall adopt implementing measures further specifying : the liquidity management requirements set out in paragraph 1 and in particular , the minimum liquidity requirements for aif which redeem units or shares more often than half - yearly . those measures , designed to amend non - essential elements of this directive by supplementing it , shall be adopted in accordance with the regulatory procedure with scrutiny referred to in article 49 . ### the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts further specifying the liquidity management requirements set out in paragraph 1 and in particular , the minimum liquidity requirements for aif which redeem units or shares more often than half - yearly .


### aifm shall ensure that , for each aif that it manages , a valuator is appointed which is independent of the aifm to establish the value of assets acquired by the aif and the value of the shares and units of the aif . ### the aifm shall , where appropriate , ensure the functional independence of the valuation function and the portfolio management function in view of the nature , scale and complexity of each aif that it manages .


### the commission shall adopt implementing measures further specifying the disclosure obligations of aifm and the frequency of the disclosure referred to in paragraph 2 . these measures shall be adapted to the type of aifm to which they apply . those measures , designed to amend non - essential elements of this directive by supplementing it , shall be adopted in accordance with the regulatory procedure with scrutiny referred to in article 49 . ### the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts further specifying the disclosure obligations of aifm and the frequency of the disclosure referred to in paragraph 2 , taking into account the type of aifm to which they apply .


### the scope of this directive should be confined to the management of collective investment undertakings which raise capital from a number of investors with a view to investing it in accordance with a defined investment policy on the principle of risk - spreading for the benefit of those investors . this directive should not apply to the management of pension funds or managers of non - pooled investments such as endowments , sovereign wealth funds or assets hold on own account by credit institutions , insurance or reinsurance undertakings . this directive should neither apply to actively managed investments in the form of securities , such as certificates , managed futures , or index - linked bonds . it should , however , cover managers of all collective investment undertakings which are not required to be authorised as ucits . investment firms authorised under directive 2004 / 39 / ec on markets in financial instruments should not be required to obtain an authorisation under this directive in order to provide investment services in respect of aif . investment firms can however only provide investment services in respect of aif , if and to the extent the units or shares thereof can be marketed in accordance with this directive . ### the scope of this directive should be confined to the management of collective investment undertakings which raise capital from a number of investors with a view to investing it in accordance with a defined investment policy for the benefit of those investors . this directive should not apply to the managers of non - pooled investments such as endowments , sovereign wealth funds , central banks or assets held on own account by credit institutions , pension funds , or insurance or reinsurance undertakings . in order to benefit from the exemptions provided for in this directive , aifm concerned should comply with the conditions of those exemptions on a continuous basis . this directive should , however , cover managers of all collective investment undertakings which are not required to be authorised as ucits . investment firms authorised under directive 2004 / 39 / ec on markets in financial instruments should not be required to obtain an authorisation under this directive in order to provide investment services in respect of aif . investment firms can however only provide investment services in respect of aif , if and to the extent the units or shares thereof can be marketed in accordance with this directive .


### in addition to article 27 , member states shall ensure that where an aifm acquires 30 % or more of the voting rights of an issuer or a non - listed company , that aifm makes the information set out in the second and third subparagraphs available to the issuer , the non - listed company , their respective shareholders and representatives of employees or , where there are no such representatives , to the employees themselves . with regard to issuers , the aifm shall make available the following to the issuer concerned , its shareholders and representatives of employees : the information referred to in article 6 of directive 2004 / 25 / ec of the european parliament and of the council of 21 april 2004 on takeover bids1 ; the policy for preventing and managing conflicts of interests , in particular between the aifm and the issuer ; the policy for external and internal communication of the issuer in particular as regards employees . with regard to non - listed companies , the aifm shall make available the following to the non - listed company concerned , its shareholders and representatives of employees : the identity of the aifm which either individually or in agreement with other aifm have reached the 30 % threshold ; the development plan for the non - listed company ; the policy for preventing and managing conflicts of interests , in particular between the aifm and the non - listed company ; the policy for external and internal communication of the issuer or non - listed company , in particular as regards employees . oj l 142 , 30 . 4 . 2004 , p . 12 . ### in addition to article 27 , member states shall ensure that where an aifm , acting alone or in concert with other aifm , acquires a controlling influence over an issuer or a non - listed company , that aifm notifies the information set out in this paragraph to the issuer , the non - listed company , their respective shareholders and representatives of employees or , where there are no such representatives , to the employees themselves . with regard to issuers , the aifm shall make available to the issuer concerned , its shareholders and representatives of its employees , the information referred to in article 6 of directive 2004 / 25 / ec . with regard to issuers and non - listed companies , the aifm shall make available : planned significant divestments of assets ; the policy for preventing and managing conflicts of interests , in particular between the aifm and the issuer ; the policy for external and internal communication of the issuer in particular as regards employees . the identity of the aifm which either individually or in agreement with other aifm have reached a controlling or influence ; the policy for preventing and managing conflicts of interests , in particular between the aifm and the non - listed company ; the person or persons authorised to conclude legally binding agreements relating to business strategy and employment policy .


### given that aifm employing high levels of leverage in their investment strategies may , under certain conditions , contribute to the build up of systemic risk or disorderly markets , special requirements should be imposed on aifm using certain techniques giving rise to particular risks . the information needed to detect , monitor and respond to those risks has not been collected in a consistent way throughout the community , and shared across member states so as to identify potential sources of risk to the stability of financial markets in the community . to remedy this situation , special requirements should apply to aifm , which consistently use high levels of leverage in their investment strategies . those aifm should be obliged to disclose information regarding their use and sources of leverage . that information should be aggregated and shared with other authorities in the community , so as to facilitate a collective analysis of the impact of the leverage of those aifm on the financial system in the community , as well as a common response . ### given that an aifm may employ leverage at the level of the aif and may , under certain conditions , contribute to the build up of systemic risk or disorderly markets , special requirements should be imposed on aifm employing leverage on a systemically significant basis . the information needed to detect , monitor and respond to those risks has not been collected in a consistent way throughout the union , and shared across member states so as to identify potential sources of risk to the stability of financial markets in the union . to remedy this situation , special requirements should apply to aifm , which employ leverage at the level of the aif on a systemically significant basis . such aifm should be obliged to disclose information regarding the use and sources of leverage in their aif . information gathered by competent authorities should be aggregated and shared with other authorities in the union , so as to facilitate a collective analysis of the impact of the leverage of aif managed by aifm on the financial system in the union , as well as a common response .


### the commission shall adopt implementing measures further specifying the criteria under which a valuator can be considered independent in the meaning of paragraph 1 . those measures , designed to amend non - essential elements of this directive by supplementing it , shall be adopted in accordance with the regulatory procedure with scrutiny referred to in article 49 . ### the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts further specifying the conditions governing the certification of valuators and the principles underlying the valuation criteria within the meaning of paragraph 1 .


### the commission shall adopt implementing measures : further specifying the types of conflicts of interests as referred to in paragraph 1 ; specifying the reasonable steps aifm are expected to take in terms of internal and organizational procedures in order to identify , prevent , manage and disclose conflicts of interest . those measures , designed to amend non - essential elements of this directive by supplementing it , shall be adopted in accordance with the regulatory procedure with scrutiny referred to in article 49 . ### the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts : further specifying the types of conflicts of interests as referred to in paragraph 1 ; specifying the reasonable steps aifm are expected to take in terms of internal and organizational procedures in order to identify , prevent , manage and disclose conflicts of interest .


### reliable and objective asset valuation is crucial for the protection of investor interests . different aifm employ different methodologies and systems for valuing assets , depending on the assets and markets in which they predominantly invest . it is appropriate to recognise these differences but to , nevertheless , require the valuation of assets to be undertaken by an entity which is independent of the aifm . ### reliable and objective asset valuation is crucial for the protection of investor interests . different aifm employ different methodologies and systems for valuing assets , depending on the assets and markets in which they predominantly invest . it is appropriate to recognise these differences and to require the valuation of assets to be functionally independent . valuation of assets and calculation of the net asset value should be able to be delegated to a third party . it is important that the underlying methodologies are sound and comprehensible . to that end , they should be published .


### aifm shall ensure that aif investors receive the following information before they invest in the aif , as well as any changes thereof : ### aifm shall ensure that the following information is made available to aif investors before they invest in the aif , as well as any changes thereof :


### in particular the commission should be empowered to adopt the measures necessary for the implementation of this directive . in this respect , the commission should be able to adopt measures determining the procedures under which aifm managing portfolios of aif whose assets under management do not exceed the threshold set out in this directive may exercise their right to be treated as aifm covered by this directive . these measures are also designed to specify the criteria to be used by competent authorities to assess whether aifm comply with their obligations as regards their conduct of business , the type of conflicts of interests aifm have to identify , as well as the reasonable steps aifm are expected to take in terms of internal and organizational procedures in order to identify , prevent , manage and disclose conflicts of interest . they are designed to specify the risk management requirements to be employed by aifm as a function of the risks which the aifm incurs on behalf of the aif that it manages as well as any arrangements needed to enable aifm to manage the particular risks associated with short selling transactions , including any relevant restrictions that might be needed to protect the aif from undue risk exposures . they are designed to specify the liquidity management requirements of this directive and in particular the minimum liquidity requirements for aif . they are designed to specify the requirements that originators of securitisation instruments have to meet in order for an aifm to be allowed to invest in such instruments issued after 1 january 2011 . they are as well designed to specify the requirements that aifm have to comply with when investing in such securitisation instruments . they are designed to specify the criteria under which a valuator can be considered independent in the meaning of this directive . they are designed to specify the conditions under which the delegation of aifm functions should be approved and the conditions under which the manager could no longer be considered to be the manager of the aif in case of excessive delegation . they are designed to specify the content and format of the annual report that aifm have to make available for each aif they manage and to specify the disclosure obligations of aifm to investors and reporting requirements to competent authorities as well as their frequency . they are designed to specify the disclosure requirements imposed on aifm as regards leverage and the frequency of reporting to competent authorities and of disclosure to investors . they are designed to setting limits to the level of leverage aifm can employ when managing aif they are designed to determine the detailed content and the way aifm acquiring controlling influence in issuers and non - listed companies should fulfil their information obligation towards issuers and non - listed companies and their respective shareholders and representatives of employees , including the information to be provided in the annual reports of the aif they manage . they are designed to specify the types of restrictions or conditions that can be imposed on the marketing of aif to professional investor in the home member state of the aifm . they are designed to specify general criteria for assessing equivalence of valuation standards of third countries where the valuator is established in a third country , the equivalence of legislation of third countries regarding depositaries and , for the purpose of the authorisation of aifm established in third countries , the equivalence of prudential regulation and ongoing supervision . they are designed to specify general criteria for assessing whether third countries grant community aifm effective market access comparable to that granted by the community to aifm from third countries . they are designed to specify the modalities , content and frequency of exchange of information regarding aifm between the competent authorities of the home member state of the aifm and other competent authorities where the aifm individually or collectively with other aifm may have an impact on the stability of systemically relevant financial institutions and the orderly functioning of markets . they are designed to specify the procedures for on - the - spot verifications and investigations . ### the commission should be empowered to adopt delegated acts in accordance with article 290 of the treaty on the functioning of the european union , in order to determine the procedures under which aifm managing portfolios of aif whose assets under management do not exceed the threshold set out in this directive may exercise their right to be treated as aifm covered by this directive . these delegated acts may also specify the criteria to be used by competent authorities to assess whether aifm comply with their obligations as regards their conduct of business , the type of conflicts of interests aifm have to identify , as well as the reasonable steps aifm are expected to take in terms of internal and organizational procedures in order to identify , prevent , manage and disclose conflicts of interest . they may specify the risk management requirements to be employed by aifm as a function of the risks which the aifm incurs on behalf of the aif that it manages as well as any arrangements needed to enable aifm to manage the particular risks associated with short selling transactions , including any relevant restrictions that might be needed to protect the aif from undue risk exposures . they may specify the liquidity management requirements of this directive and in particular the minimum liquidity requirements for aif , they may specify the requirements that originators of securitisation instruments have to meet in order for an aifm to be allowed to invest in such instruments issued after 1 january 2011 . they may as well specify the requirements that aifm have to comply with when investing in such securitisation instruments . they may specify the criteria under which a valuator can be considered independent in the meaning of this directive . they may specify the conditions under which the delegation of aifm functions should be approved and the conditions under which the manager could no longer be considered to be the manager of the aif in case of excessive delegation . they may specify the content and format of the annual report that aifm have to make available for each aif they manage and to specify the disclosure obligations of aifm to investors and reporting requirements to competent authorities as well as their frequency . they may specify the disclosure requirements imposed on aifm as regards leverage and the frequency of reporting to competent authorities and of disclosure to investors . they may set limits to the level of leverage aifm can employ when managing aif . they may determine the detailed content and the way aifm acquiring controlling influence in issuers and non - listed companies should fulfil their information obligation towards issuers and non - listed companies and their respective shareholders and representatives of employees , including the information to be provided in the annual reports of the aif they manage . they may specify the types of restrictions or conditions that can be imposed on the marketing of aif to professional investor in the home member state of the aifm . they may specify general criteria for assessing equivalence of valuation standards of third countries where the valuator is established in a third country , the equivalence of legislation of third countries regarding depositaries and , for the purpose of the authorisation of aifm established in third countries , the equivalence of prudential regulation and ongoing supervision . they may specify general criteria for assessing whether third countries grant community aifm effective market access comparable to that granted by the community to aifm from third countries . they may specify the modalities , content and frequency of exchange of information regarding aifm between the competent authorities of the home member state of the aifm and other competent authorities where the aifm individually or collectively with other aifm may have an impact on the stability of systemically relevant financial institutions and the orderly functioning of markets . they specify the procedures for on - the - spot verifications and investigations . they state that the fund valuation standards of a specific third country are equivalent to those applicable in the union where the valuator is established in a third country . they may state that the legislation on depositaries of a specific third country is equivalent to this directive . they may state that the legislation on prudential regulation and ongoing supervision of aifm in a specific third country is equivalent to this directive . they may state whether a specific third country grants community aifm effective market access comparable to that granted by the union to aifm from that third country . they may specify standard models for notification and attestations and to specify the procedure for the exchange of information between competent authorities .


### home member states shall ensure that all information received under article 24 , aggregated in respect of all aifm that it supervises , are made available to other competent authorities through the procedure set out in article 46 on supervisory cooperation . it shall , without delay , also provide information through this mechanism , and bilaterally to other member states directly concerned , if an aifm under its responsibility could potentially constitute an important source of counterparty risk to a credit institution or other systemically relevant institution in other member states . ### the competent authorities of the home member states shall ensure that all information gathered under article 21 , aggregated in respect of all aifm that they supervise , is made available to the competent authorities of other member states , to the esma and to the esrb through the procedure set out in article 46 on supervisory co - operation . they shall , without delay , also provide information through this mechanism , and bilaterally to the competent authorities of other member states directly concerned , if an aifm under their responsibility , or the aif managed by that aifm , could potentially constitute an important source of counterparty risk to a credit institution or other systemically relevant institution in those other member states .


### depositary for each aif it manages , the aifm shall ensure that a depositary is appointed to fulfil , where relevant , the following tasks : receive all payments made by investors when subscribing units or shares of an aif managed by the aifm and book them on behalf of the aifm in a segregated account ; safe - keep any financial instruments which belong to the aif ; verify whether the aif or the aifm on behalf of the aif has obtained the ownership of all other assets the aif invests in . 2 . an aifm shall not act as depositary . the depositary shall act independently and solely in the interest of aif investors . 3 . the depositary shall be a credit institution having its registered office in the community and be authorised in accordance with directive 2006 / 48 / ec of the european parliament and council of 14 june 2006 relating to the taking up and pursuit of the business of credit institutions . 4 . depositaries may delegate their tasks to other depositaries . 5 . the depositary shall be liable to the aifm and the investors of the aif for any losses suffered by them as a result of its failure to perform its obligations pursuant to this directive . in case of any loss of financial instruments which the depositary safe - keeps , the depositary can only discharge itself of its liability if it can prove that it could not have avoided the loss which has occurred . liability to aif investors may be invoked either directly or indirectly through the aifm , depending on the legal nature of the relationship between the depositary , the aifm and the investors . the depositary ' s liability shall not be affected by any delegation referred to in paragraph 4 . ### depositary for each aif it manages , the aifm shall ensure that a depositary is appointed to fulfil , where relevant , the following functions : receive all payments made by investors when subscribing units or shares of an aif managed by the aifm and book them on behalf of the aifm in a segregated account ; safe - keep any financial instruments which belong to the aif , namely : hold in custody all financial instruments that can be kept and make adequate arrangements so as to safeguard the aif ' s ownership rights , especially in the event of the depositary ' s insolvency , including arrangements to ensure that those financial instruments are registered in the depositary ' s books within segregated accounts or a common segregated account for multiple aif , so that in the event of the depositary ' s default they can be clearly identified as separate from the assets of the depositary ; maintain the records to verify the ownership of financial instruments that cannot be kept on the basis of the information provided by the aifm and external evidence of transactions made . verify whether the aif or the aifm on behalf of the aif has obtained the ownership of all other assets the aif invests in . 1a . in addition to the functions referred to in paragraph 1 , the depositary shall ensure that : the sale , issue , re - purchase , redemption and cancellation of shares or units of the aif are carried out in accordance with the applicable national law and the aif rules or instruments of incorporation ; the value of the shares or units of the aif is calculated in accordance with the applicable national law and the aif rules or instruments of incorporation ; in transactions involving the assets of an aif , any consideration is remitted to it within the usual time limits ; and an aif ' s income is applied in accordance with the applicable national law and the aif rules . 2 . an aifm shall not act as depositary . the depositary shall act honestly , fairly , professionally , independently and in the interest of aif investors . 3 . the depositary shall be either : a credit institution having its registered office in the community and be authorised in accordance with directive 2006 / 48 / ec , or an investment firm authorised in accordance with directive 2004 / 39 / ce . 3a . where an aif managed by an authorised aifm is domiciled in a third country , the depositary shall have its registered office in the union , unless all of the following conditions are satisfied : the competent authorities of the home member state of the aifm and those of the third country where the aif is domiciled have signed cooperation and exchange of information agreements ; the law of the third country where the aif is domiciled is in line with the standards set by international organisations ; the third country where the aif is domiciled is the subject of a decision taken pursuant to point stating that depositaries domiciled in that country are subject to effective prudential regulation and supervision which is equivalent to the provisions laid down in union law ; the third country where the aif is domiciled is the subject of a decision taken pursuant to point stating that the standards to prevent money laundering and terrorist financing are equivalent to those laid down in union law ; the home member state of the aifm has signed an agreement with the third country where the aif is domiciled which fully complies with the standards laid down in article 26 of the oecd model tax convention and ensures an effective exchange of information in tax matters . 4 . depositaries may delegate their tasks apart from functions of monitoring and oversight over their sub - depositaries . a depositary shall not delegate its functions to the extent that it becomes a letter - box entity . such a delegation of liability shall only occur in one instance . there shall be no chain of liability . 4a . depositaries shall respect best practices and shall exercise all due skill , care and diligence in the selection and appointment , periodic review and ongoing monitoring of their performance of any third party to whom they have delegated their tasks as referred to in this paragraph . 5 . the depositary shall be liable to the aifm and the investors of the aif for any losses suffered by them as a result of its intentional or negligent failure to perform its obligations pursuant to this directive or its improper performance of them except where such loss arises as a result of force majeure . in case of any loss of financial instruments which the depositary safe - keeps , the depositary can only discharge itself of its liability if it can prove that the loss has been caused by an external event , that it was not foreseeable and that the depositary could not have avoided the loss which has occurred . the depositary ' s liability towards aifm and investors shall not be affected by the fact that it has chosen to undertake a single delegation to an authorised third party , such as a sub - depositary or a sub - custodian , a part of its tasks . therefore , in the event of any loss of financial instruments which the depositary safe - keeps , as a primary obligation , without prejudice to national law , the depositary shall return the assets to the aif without undue delay . that requirement shall apply without prejudice to any legal proceedings . liability to aif investors may be invoked directly or indirectly through the aifm . 5a . by way of exception to paragraph 5 , where a depositary is legally prevented by the law of the country where the aifm invests on behalf of the aif or is unable to exercise its custodial functions due to an unforeseeable external event , the depositary can discharge itself of its own liability , including for loss of financial instruments , if it can prove that it has performed its due diligence duties as referred to in paragraph 4a . such delegation of liability can only occur in one instance . there shall be no chain of liability . 5b . by way of exception to paragraph 5 , where the contract between the depositary and a prime broker or a sub - custodian allows for the transfer and reuse of assets in compliance with the aif ' s rules , the depositary may discharge itself of its own liability if it can prove that it has performed its due diligence duties as referred to in paragraph 4a . the contract between the aifm and the depositary shall require that the aifm be informed of any contractual term allowing the transfer and reuse of assets in compliance with the aif ' s rules before the implementation of the contract . before they invest in the aif , investors shall be informed of that clause and updated about the identity of the third party . in particular , investors shall be informed of any transfer of liability to the third party that may exist , including in the event of loss of financial instruments . in that case , the delay for restitution shall be in accordance with the terms of the contract between the depositary and the third party . 5c . the depositary shall make available on request to the competent authorities of its home member state all information which it has obtained while undertaking its duties and that may be necessary for the competent authorities to supervise the aifm . if the home member state of the aifm is different from that of the depositary , the competent authorities of the home member state of the depositary shall share the information received without delay with the competent authorities of the home member state of the aifm . 5d . the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts further specifying the duties and responsibilities of depositaries and the conditions under which an aif depositary may delegate some of its functions to a third party . 5e . any appointment of a depositary shall be subject to approval from the competent authority of the home member state of the aifm . the competent authority may permit the appointment of more than one depositary where it is satisfied that this will not interfere with the proper performance of all the obligations of the depositary set out in this directive .


### home member states shall ensure that all information received under article 24 , aggregated in respect of all aifm that it supervises , are made available to other competent authorities through the procedure set out in article 46 on supervisory co - operation . it shall , without delay , also provide information through this mechanism , and bilaterally to other member states directly concerned , if an aifm under its responsibility could potentially constitute an important source of counterparty risk to a credit institution or other systemically relevant institution in other member states . ### home member states shall ensure that all information received under article 24 , aggregated in respect of all aif and aifm that they supervise , is made available to other competent authorities as well as the european systemic risk board and the european securities and markets authority , through the procedure set out in article 46 on supervisory co - operation . they shall , without delay , also provide information through this mechanism , and bilaterally to other member states directly concerned , if an aif or aifm under their responsibility could potentially constitute an important source of counterparty risk to a credit institution or other systemically relevant institution in other member states .


### the commission shall adopt implementing measures further specifying the disclosure requirements with regard to leverage and the frequency of reporting to competent authorities and of disclosure to investors . ### after having heard the esrb and the esma , the commission shall adopt delegated acts in accordance with articles 49a , 49b and 49c further specifying the disclosure requirements with regard to leverage and the frequency of reporting to competent authorities and of disclosure to investors .


### activities of aifm based on the use of high levels of leverage could be detrimental to the stability and efficient functioning of financial markets . it is considered necessary to allow the commission to impose limits on the level of leverage that aifm could use , in particular in those cases where aifm employ high levels of leverage on a systematic basis . the limits to the maximum amount of leverage should take into account aspects related to the source of leverage and the strategies employed by the aifm . they should also take into account the essentially dynamic nature of the management of leverage by most aifm using a high level of leverage . in this respect the limits to leverage could for example either consist in a threshold that should not be breached at any point in time or a limit on the average leverage employed during a given period . ### activities of aifm based on the use of high levels of leverage could be detrimental to the stability and efficient functioning of financial markets . leverage is a difficult concept to define . the competent authorities of the home member state of the aifm should however have the possibility of imposing limits on the level of leverage that aifm can use in times of extreme market stress . member states should inform the esma and the commission of any such measure .


### scope this section shall apply to the following : aifm managing one or more aif which either individually or in aggregation acquires 30 % or more of the voting rights of an issuer or of a non - listed company domiciled in the community , as appropriate ; aifm having concluded an agreement with one or more other aifm which would allow the aif managed by these aifm to acquire 30 % or more of the voting rights of the issuer or the non - listed company , as appropriate . ### prudential supervision over leverage buy - out operations regarding non - listed companies member states shall ensure that aifm managing one of more aif which , either individually or in aggregation , acquire the control over of a non - listed company provide information on the level of debt that is borne , either directly or indirectly , by the targeted company before and after its acquisition .


### ' alternative investment fund ' or aif means any collective investment undertaking , including investment compartments thereof whose object is the collective investment in assets and which does not require authorisation pursuant to article 5 of directive 2009 / &#8230 ; / ec [ the ucits directive ] ; ### ' alternative investment fund ' or aif means any collective investment undertaking , including investment compartments thereof whose object is the collective investment in assets , single investor funds and leveraged managed accounts , which does not require authorisation pursuant to article 5 of directive 2009 / 65 / ec [ the ucits directive ] ;


### the date on which the threshold was reached or exceeded . ### the date on which the controlling influence was reached or exceeded .


### a description of all fees , charges and expenses and of the maximum amounts thereof which are directly or indirectly borne by investors ; ### a description of all fees , charges and expenses and of the maximum amounts or rates thereof which are directly or indirectly borne by investors , together with a description of fees , charges and expenses paid in the last twelve months ;


### receive all payments made by investors when subscribing units or shares of an aif managed by the aifm and book them on behalf of the aifm in a segregated account ; ### holds in deposit cash accounts opened in the books of the depositary ;


### the commission shall adopt implementing measures specifying the detailed content of the information to be provided under paragraphs 1 and 2 . those measures , designed to amend non - essential elements of this directive by supplementing it , shall be adopted in accordance with the regulatory procedure with scrutiny referred to in article 49 . ### the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts specifying the detailed content of the information to be provided under paragraphs 1 and 2 .


### given that aifm employing high levels of leverage in their investment strategies may , under certain conditions , contribute to the build up of systemic risk or disorderly markets , special requirements should be imposed on aifm using certain techniques giving rise to particular risks . the information needed to detect , monitor and respond to those risks has not been collected in a consistent way throughout the community , and shared across member states so as to identify potential sources of risk to the stability of financial markets in the community . to remedy this situation , special requirements should apply to aifm , which consistently use high levels of leverage in their investment strategies . those aifm should be obliged to disclose information regarding their use and sources of leverage . that information should be aggregated and shared with other authorities in the community , so as to facilitate a collective analysis of the impact of the leverage of those aifm on the financial system in the community , as well as a common response . ### given that an aifm may employ leverage at the level of the aif and may , under certain conditions , contribute to the build up of systemic risk or disorderly markets , special requirements should be imposed on aifm employing leverage on a systemically significant basis . the information needed to detect , monitor and respond to those risks has not been collected in a consistent way throughout the union , and shared across member states so as to identify potential sources of risk to the stability of financial markets in the union . to remedy this situation , special requirements should apply to aifm , which employ leverage at the level of the aif on a systemically significant basis . such aifm should be obliged to disclose information regarding the use and sources of leverage . that information should be aggregated and shared with other authorities in the union , so as to facilitate a collective analysis of the impact of the leverage of aif managed by aifm on the financial system in the union , as well as a common response . competent authorities should pass such information to the european systemic risk board established under regulation no . . . / 2009 and to the european securities and markets authority established under regulation no . . . / 2009 for use by these bodies in the performance of their duties .


### the scope of this directive should be confined to the management of collective investment undertakings which raise capital from a number of investors with a view to investing it in accordance with a defined investment policy on the principle of risk - spreading for the benefit of those investors . this directive should not apply to the management of pension funds or managers of non - pooled investments such as endowments , sovereign wealth funds or assets hold on own account by credit institutions , insurance or reinsurance undertakings . this directive should neither apply to actively managed investments in the form of securities , such as certificates , managed futures , or index - linked bonds . it should , however , cover managers of all collective investment undertakings which are not required to be authorised as ucits . investment firms authorised under directive 2004 / 39 / ec on markets in financial instruments should not be required to obtain an authorisation under this directive in order to provide investment services in respect of aif . investment firms can however only provide investment services in respect of aif , if and to the extent the units or shares thereof can be marketed in accordance with this directive . ### the scope of this directive should be confined to the management of collective investment undertakings which raise capital from a number of investors with a view to investing it in accordance with a defined investment policy for the benefit of those investors . this directive should not apply to the managers of non - pooled investments such as endowments , sovereign wealth funds , central banks or assets held on own account by credit institutions , pension funds , or insurance or reinsurance undertakings . in order to benefit from the exemptions provided for in this directive , aifm concerned should comply with the conditions of those exemptions on a continuous basis . this directive should , however , cover managers of all collective investment undertakings which are not required to be authorised as ucits . investment firms authorised under directive 2004 / 39 / ec on markets in financial instruments should not be required to obtain an authorisation under this directive in order to provide investment services in respect of aif . investment firms can however only provide investment services in respect of aif , if and to the extent the units or shares thereof can be marketed in accordance with this directive .


### the commission shall adopt implementing measures further specifying the following : the conditions for approving the delegation ; the conditions under which the manager could no longer be considered to be the manager of the aif as set out in paragraph 2 . those measures , designed to amend non - essential elements of this directive by supplementing it , shall be adopted in accordance with the regulatory procedure with scrutiny referred to in article 49 . ### the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts specifying the following : the conditions for approving the delegation ; the conditions under which the manager could no longer be considered to be the manager of the aif as set out in paragraph 2 .


### the commission shall adopt implementing measures further specifying the criteria under which a valuator can be considered independent in the meaning of paragraph 1 . those measures , designed to amend non - essential elements of this directive by supplementing it , shall be adopted in accordance with the regulatory procedure with scrutiny referred to in article 49 . ### the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts further specifying the conditions governing the certification of valuators and the principles underlying the valuation criteria within the meaning of paragraph 1 .


### verify whether the aif or the aifm on behalf of the aif has obtained the ownership of all other assets the aif invests in . ### maintain the record to evidence the ownership of other assets by the aif based on information provided by the aifm or otherwise .


### home member states shall ensure that all information received under article 24 , aggregated in respect of all aifm that it supervises , are made available to other competent authorities through the procedure set out in article 46 on supervisory co - operation . it shall , without delay , also provide information through this mechanism , and bilaterally to other member states directly concerned , if an aifm under its responsibility could potentially constitute an important source of counterparty risk to a credit institution or other systemically relevant institution in other member states . ### the competent authorities of the home member state of the aifm shall ensure that all information gathered under article 21 in respect of all aifm that they supervise is promptly conveyed to the esma and is made available to the competent authorities of the other member states and to the esrb through the procedures set out in article 46 on supervisory co - operation . they shall , without delay , also provide information through this mechanism to the esma and the esrb , and bilaterally to the competent authorities of other member states directly concerned , if the activities of an aifm under their responsibility could potentially constitute an important source of counterparty risk to a credit institution or other systemically relevant institution in those other member states , or could affect the sound functioning of financial markets .


### home member states shall ensure that all information received under article 24 , aggregated in respect of all aifm that it supervises , are made available to other competent authorities through the procedure set out in article 46 on supervisory co - operation . it shall , without delay , also provide information through this mechanism , and bilaterally to other member states directly concerned , if an aifm under its responsibility could potentially constitute an important source of counterparty risk to a credit institution or other systemically relevant institution in other member states . ### the competent authorities of the home member states shall ensure that all information gathered under article 21 , aggregated in respect of all aifm that they supervise , is made available to the competent authorities of the other member states , to esma and to esrb through the procedure set out in article 46 on supervisory co - operation . they shall , without delay , also provide information through this mechanism , and bilaterally to the competent authorities of other member states directly concerned , if an aifm under their responsibility , or an aif managed by that aifm , could potentially constitute an important source of counterparty risk to a credit institution or other systemically relevant institution in those other member states .


### an aifm shall not act as depositary . ### an aifm shall not act as depositary of an aif of which it is the aifm .


### member states shall ensure that no aifm covered by this directive provides management services to any aif or markets shares or units thereof without prior authorisation . entities which are neither authorised in accordance with this directive nor , in case of aifm not covered by this directive , in accordance with the national law of a member state , shall not be allowed to provide management services to aif or market units or shares thereof within the community . ### member states shall ensure that no aifm covered by this directive provides management services to any aif without prior authorisation .


### given that aifm employing high levels of leverage in their investment strategies may , under certain conditions , contribute to the build up of systemic risk or disorderly markets , special requirements should be imposed on aifm using certain techniques giving rise to particular risks . the information needed to detect , monitor and respond to those risks has not been collected in a consistent way throughout the community , and shared across member states so as to identify potential sources of risk to the stability of financial markets in the community . to remedy this situation , special requirements should apply to aifm , which consistently use high levels of leverage in their investment strategies . those aifm should be obliged to disclose information regarding their use and sources of leverage . that information should be aggregated and shared with other authorities in the community , so as to facilitate a collective analysis of the impact of the leverage of those aifm on the financial system in the community , as well as a common response . ### given that aifm employing high levels of leverage in their investment strategies may , under certain conditions , contribute to the build up of systemic risk or disorderly markets , special reporting requirements should be imposed on aifm using leverage . the information needed to detect , monitor and respond to those risks has not been collected in a consistent way throughout the community , and shared across member states so as to identify potential sources of risk to the stability of financial markets in the community . to remedy this situation , special reporting requirements should apply to aifm which use high levels of leverage in their investment strategies . those aifm should be obliged to disclose information regarding their use and sources of leverage . that information should be aggregated in a central register under the auspices of the european systemic risk board established by regulation 2009 / . . . / ec and shared with other authorities in the union , the esma and competent authorities in third countries , where appropriate , so as to facilitate a collective analysis of the impact of the leverage of those aifm on the financial system in the union , as well as a common response . a central register under the auspices of the esrb for banks that provide prime broker services to aif shall also be set up in directives 2006 / 48 / ec and 2006 / 49 / ec .


### this section shall not apply where the issuer or the non - listed company concerned are small and medium enterprises that employ fewer than 250 persons , have an annual turnover not exceeding 50 million euro and / or an annual balance sheet not exceeding 43 million euro . ### this section shall not apply where the non - listed company concerned is a small and medium enterprises that either employs fewer than 250 persons , or has an annual turnover not exceeding 50 million euro and / or an annual balance sheet not exceeding eur 43 million .


### aifm shall ensure that aif investors receive the following information before they invest in the aif , as well as any changes thereof : ### aifm shall ensure that the following information is made available to aif investors before they invest in the aif , as well as any changes thereof :


### where the value of the portfolios of aif managed by the aifm exceeds eur 250 million , the aifm shall provide an additional amount of own funds ; that additional amount of own funds shall be equal to 0 . 02 % of the amount by which the value of the portfolios of the aifm exceeds eur 250 million . ### where the value of the portfolios of aif managed by the aifm exceeds eur 250 million , the aifm shall provide an additional amount of own funds ; that additional amount of own funds shall be equal to 0 , 02 % of the amount by which the value of the portfolios of aif managed by the aifm exceeds eur 250 million .


### aifm shall ensure that , for each aif that it manages , a valuator is appointed which is independent of the aifm to establish the value of assets acquired by the aif and the value of the shares and units of the aif . ### the aifm shall , where appropriate , ensure the functional independence of the valuation function and the portfolio management function in view of the nature , scale and complexity of each aif that it manages .


### the commission shall adopt implementing measures with a view to determining the procedures under which aifm managing portfolios of aif whose assets under management do not exceed the threshold set out in paragraph 2 may exercise their right under paragraph 3 . those measures , designed to amend non - essential elements of this directive by supplementing it , shall be adopted in accordance with the regulatory procedure with scrutiny referred to in article 49 . ### the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts determining the procedures under which aifm managing portfolios of aif whose assets under management do not exceed the threshold set out in paragraph 2 may exercise their right under paragraph 3 .


### in particular the commission should be empowered to adopt the measures necessary for the implementation of this directive . in this respect , the commission should be able to adopt measures determining the procedures under which aifm managing portfolios of aif whose assets under management do not exceed the threshold set out in this directive may exercise their right to be treated as aifm covered by this directive . these measures are also designed to specify the criteria to be used by competent authorities to assess whether aifm comply with their obligations as regards their conduct of business , the type of conflicts of interests aifm have to identify , as well as the reasonable steps aifm are expected to take in terms of internal and organizational procedures in order to identify , prevent , manage and disclose conflicts of interest . they are designed to specify the risk management requirements to be employed by aifm as a function of the risks which the aifm incurs on behalf of the aif that it manages as well as any arrangements needed to enable aifm to manage the particular risks associated with short selling transactions , including any relevant restrictions that might be needed to protect the aif from undue risk exposures . they are designed to specify the liquidity management requirements of this directive and in particular the minimum liquidity requirements for aif . they are designed to specify the requirements that originators of securitisation instruments have to meet in order for an aifm to be allowed to invest in such instruments issued after 1 january 2011 . they are as well designed to specify the requirements that aifm have to comply with when investing in such securitisation instruments . they are designed to specify the criteria under which a valuator can be considered independent in the meaning of this directive . they are designed to specify the conditions under which the delegation of aifm functions should be approved and the conditions under which the manager could no longer be considered to be the manager of the aif in case of excessive delegation . they are designed to specify the content and format of the annual report that aifm have to make available for each aif they manage and to specify the disclosure obligations of aifm to investors and reporting requirements to competent authorities as well as their frequency . they are designed to specify the disclosure requirements imposed on aifm as regards leverage and the frequency of reporting to competent authorities and of disclosure to investors . they are designed to setting limits to the level of leverage aifm can employ when managing aif they are designed to determine the detailed content and the way aifm acquiring controlling influence in issuers and non - listed companies should fulfil their information obligation towards issuers and non - listed companies and their respective shareholders and representatives of employees , including the information to be provided in the annual reports of the aif they manage . they are designed to specify the types of restrictions or conditions that can be imposed on the marketing of aif to professional investor in the home member state of the aifm . they are designed to specify general criteria for assessing equivalence of valuation standards of third countries where the valuator is established in a third country , the equivalence of legislation of third countries regarding depositaries and , for the purpose of the authorisation of aifm established in third countries , the equivalence of prudential regulation and ongoing supervision . they are designed to specify general criteria for assessing whether third countries grant community aifm effective market access comparable to that granted by the community to aifm from third countries . they are designed to specify the modalities , content and frequency of exchange of information regarding aifm between the competent authorities of the home member state of the aifm and other competent authorities where the aifm individually or collectively with other aifm may have an impact on the stability of systemically relevant financial institutions and the orderly functioning of markets . they are designed to specify the procedures for on - the - spot verifications and investigations . ### in particular the commission should be empowered to adopt delegated acts necessary for the implementation of this directive in accordance with article 290 of the treaty designed to specify the criteria to be used by competent authorities to assess whether aifm comply with their obligations as regards their conduct of business , the type of conflicts of interests aifm have to identify , as well as the reasonable steps aifm are expected to take in terms of internal and organisational procedures in order to identify , prevent , manage and disclose conflicts of interest . they should also be designed to specify the risk management requirements to be employed by aifm as a function of the risks which the aifm incurs on behalf of the aif that it manages as well as any arrangements needed to enable aifm to manage the particular risks associated with short selling transactions , including any relevant restrictions that might be needed to protect the aif from undue risk exposures . they should also be designed to specify the liquidity management requirements of this directive and in particular the minimum liquidity requirements for aif . they should also be designed to specify the requirements that originators of securitisation instruments have to meet in order for an aif to be allowed to invest in such instruments issued after 1 january 2011 . they should also be designed to specify the requirements that aif have to comply with when investing in such securitisation instruments . they should also be designed to specify the criteria under which a valuator can be considered independent in the meaning of this directive . they should also be designed to specify the conditions under which the delegation of aifm functions should be approved and the conditions under which the manager could no longer be considered to be the manager of the aif in case of excessive delegation . they should also be designed to specify the content and format of the annual report that aif have to make available and to specify the disclosure obligations of aifm to investors and reporting requirements to competent authorities as well as their frequency . they should also be designed to specify the disclosure requirements imposed on aif as regards leverage and the frequency of reporting to competent authorities and of disclosure to investors . they should also be designed to setting limits to the level of leverage aif can employ . they should also be designed to determine the detailed content and the way aif acquiring controlling influence in issuers and non - listed companies should fulfil their information obligation towards issuers and non - listed companies and their respective shareholders and representatives of employees , including the information to be provided in the annual reports of the aif they manage . they should also be designed to specify the types of restrictions or conditions that can be imposed on the marketing of aif to professional investor in the home member state of the aifm . they should also be designed to specify general criteria for assessing equivalence of valuation standards of third countries where the valuator is established in a third country , the equivalence of legislation of third countries regarding depositaries and , for the purpose of the authorisation of aif established in third countries , to specify general criteria for assessing an effective tax and prudential cooperation . they should also be designed to specify general criteria for assessing whether third countries grant union aifm effective market access comparable to that granted by the union to aifm from third countries . they should also be designed to specify the modalities , content and frequency of exchange of information regarding aif and aifm between the european stability risk board , the european securities and market authority and the competent authorities of the home member state of the aif and aifm where the aif and aifm individually or collectively with other aif and aifm may have an impact on the stability of systemically relevant financial institutions and the orderly functioning of markets . they should also be designed to specify the procedures for on - the - spot verifications and investigations .


### in addition to article 27 , member states shall ensure that where an aifm acquires 30 % or more of the voting rights of an issuer or a non - listed company , that aifm makes the information set out in the second and third subparagraphs available to the issuer , the non - listed company , their respective shareholders and representatives of employees or , where there are no such representatives , to the employees themselves . with regard to issuers , the aifm shall make available the following to the issuer concerned , its shareholders and representatives of employees : the information referred to in article 6 of directive 2004 / 25 / ec of the european parliament and of the council of 21 april 2004 on takeover bids1 ; the policy for preventing and managing conflicts of interests , in particular between the aifm and the issuer ; the policy for external and internal communication of the issuer in particular as regards employees . with regard to non - listed companies , the aifm shall make available the following to the non - listed company concerned , its shareholders and representatives of employees : the identity of the aifm which either individually or in agreement with other aifm have reached the 30 % threshold ; the development plan for the non - listed company ; the policy for preventing and managing conflicts of interests , in particular between the aifm and the non - listed company ; the policy for external and internal communication of the issuer or non - listed company , in particular as regards employees . oj l 142 , 30 . 4 . 2004 , p . 12 . ### in addition to article 27 , member states shall ensure that where an aifm , acting alone or in concert with other aifm , acquires a controlling influence over an issuer or a non - listed company , that aifm notifies the information set out in this paragraph to the issuer , the non - listed company , their respective shareholders and representatives of employees or , where there are no such representatives , to the employees themselves . with regard to issuers , the aifm shall make available to the issuer concerned , its shareholders and representatives of its employees , the information referred to in article 6 of directive 2004 / 25 / ec . with regard to issuers and non - listed companies , the aifm shall make available : planned significant divestments of assets ; the policy for preventing and managing conflicts of interests , in particular between the aifm and the issuer ; the policy for external and internal communication of the issuer in particular as regards employees . the identity of the aifm which either individually or in agreement with other aifm have reached a controlling or influence ; the policy for preventing and managing conflicts of interests , in particular between the aifm and the non - listed company ; the person or persons authorised to conclude legally binding agreements relating to business strategy and employment policy .


### where the value of the portfolios of aif managed by the aifm exceeds eur 250 million , the aifm shall provide an additional amount of own funds ; that additional amount of own funds shall be equal to 0 . 02 % of the amount by which the value of the portfolios of the aifm exceeds eur 250 million . ### where the value of the portfolios of aif managed by the aifm exceeds eur 250 million , the aifm shall provide an additional amount of own funds , equal to 0 , 02 % of the amount by which the value of the portfolios of the aifm exceeds eur 250 million ; the required total initial capital and the additional amount shall not , however , exceed eur 10 million .


### in addition to article 27 , member states shall ensure that where an aifm acquires 30 % or more of the voting rights of an issuer or a non - listed company , that aifm makes the information set out in the second and third subparagraphs available to the issuer , the non - listed company , their respective shareholders and representatives of employees or , where there are no such representatives , to the employees themselves . ### in addition to article 27 , member states shall ensure that where an aifm acquires 30 % or more of the voting rights of a non - listed company , that aifm makes the information set out in the second and third subparagraphs available as soon as possible to the non - listed company , their respective shareholders and representatives of employees or , where there are no such representatives , to the employees themselves .


### it is necessary to ensure that aifm operate subject to robust governance controls . aifm should be managed and organised so as to minimise conflicts of interest . recent developments underline the crucial need to separate asset safe - keeping and management functions , and segregate investor assets from those of the manager . to this end , the aifm has to appoint a depositary and entrust it with the booking of the investor money on a segregated account , the safe - keeping of financial instruments and the verification of whether the aif or the aifm on behalf of the aif has obtained ownership of all other assets . ### it is necessary to ensure that aifm operate subject to robust governance controls . aifm should be managed and organised so as to minimise conflicts of interest . recent developments underline the crucial need to separate asset safe - keeping and management functions , and segregate investor assets from those of the manager . to this end , the aifm has to ensure that the depositary tasks of booking of the investor money on a segregated account , safe - keeping of financial instruments and verification of whether the aif or the aifm on behalf of the aif has obtained ownership of all other assets are fulfilled independently and in the sole interest of the aif investors . those tasks may be performed by a depositary .


### ‘ manager of alternative investment funds ‘ or aifm means any legal or natural person whose regular business is to manage one or several aif ; ### ‘ manager of alternative investment funds ‘ or aifm means any legal person that is responsible for the management of one or several aif and for compliance with the requirements of this directive and which can be the aif itself unless it has designated an external entity ;


### activities of aifm based on the use of high levels of leverage could be detrimental to the stability and efficient functioning of financial markets . it is considered necessary to allow the commission to impose limits on the level of leverage that aifm could use , in particular in those cases where aifm employ high levels of leverage on a systematic basis . the limits to the maximum amount of leverage should take into account aspects related to the source of leverage and the strategies employed by the aifm . they should also take into account the essentially dynamic nature of the management of leverage by most aifm using a high level of leverage . in this respect the limits to leverage could for example either consist in a threshold that should not be breached at any point in time or a limit on the average leverage employed during a given period . ### activities of aifm based on the use of high levels of leverage could be detrimental to the stability and efficient functioning of financial markets . leverage is a difficult concept to define . the competent authorities of the home member state of the aifm should however have the possibility of imposing limits on the level of leverage that aifm can use in times of extreme market stress . member states should inform the esma and the commission of any such measure .


### a description of the investment strategy and objectives of the aif , all the assets which the aif can invest in and of the techniques it may employ and of all associated risks , any applicable investment restrictions , the circumstances in which the aif may use leverage , the types and sources of leverage permitted and the associated risks and of any restrictions to the use of leverage ; ### a description of the investment strategy and objectives of the aif , all the assets which the aif can invest in and of the techniques it may employ and of all associated risks , any applicable investment restrictions , the circumstances in which the aif may use leverage , the types and sources of leverage permitted , the maximum level of leverage and the associated risks and of any restrictions to the use of leverage as well as the total amount of leverage , on a periodic basis ;


### the commission shall adopt implementing measures specifying the criteria to be used by competent authorities to assess whether aifm comply with their obligation under paragraph 1 . those measures , designed to amend non - essential elements of this directive by supplementing it , shall be adopted in accordance with the regulatory procedure with scrutiny referred to in article 49 . ### the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts specifying the criteria to be used by competent authorities to assess whether aifm comply with their obligation under paragraph 1 .


### home member states shall ensure that all information received under article 24 , aggregated in respect of all aifm that it supervises , are made available to other competent authorities through the procedure set out in article 46 on supervisory cooperation . it shall , without delay , also provide information through this mechanism , and bilaterally to other member states directly concerned , if an aifm under its responsibility could potentially constitute an important source of counterparty risk to a credit institution or other systemically relevant institution in other member states . ### the competent authorities of the home member states shall ensure that all information gathered under article 21 , aggregated in respect of all aifm that they supervise , is made available to the competent authorities of other member states , to the esma and to the esrb through the procedure set out in article 46 on supervisory co - operation . they shall , without delay , also provide information through this mechanism , and bilaterally to the competent authorities of other member states directly concerned , if an aifm under their responsibility , or the aif managed by that aifm , could potentially constitute an important source of counterparty risk to a credit institution or other systemically relevant institution in those other member states .


### verify whether the aif or the aifm on behalf of the aif has obtained the ownership of all other assets the aif invests in . ### maintain the record to evidence the ownership of other assets by the aif based on information provided by the aifm or otherwise .


### given that aifm employing high levels of leverage in their investment strategies may , under certain conditions , contribute to the build up of systemic risk or disorderly markets , special requirements should be imposed on aifm using certain techniques giving rise to particular risks . the information needed to detect , monitor and respond to those risks has not been collected in a consistent way throughout the community , and shared across member states so as to identify potential sources of risk to the stability of financial markets in the community . to remedy this situation , special requirements should apply to aifm , which consistently use high levels of leverage in their investment strategies . those aifm should be obliged to disclose information regarding their use and sources of leverage . that information should be aggregated and shared with other authorities in the community , so as to facilitate a collective analysis of the impact of the leverage of those aifm on the financial system in the community , as well as a common response . ### given that aifm employing high levels of leverage in their investment strategies may , under certain conditions , contribute to the build up of systemic risk or disorderly markets , special reporting requirements should be imposed on aifm using leverage . the information needed to detect , monitor and respond to those risks has not been collected in a consistent way throughout the community , and shared across member states so as to identify potential sources of risk to the stability of financial markets in the community . to remedy this situation , special reporting requirements should apply to aifm which use high levels of leverage in their investment strategies . those aifm should be obliged to disclose information regarding their use and sources of leverage . that information should be aggregated in a central register under the auspices of the european systemic risk board established by regulation 2009 / . . . / ec and shared with other authorities in the union , the esma and competent authorities in third countries , where appropriate , so as to facilitate a collective analysis of the impact of the leverage of those aifm on the financial system in the union , as well as a common response . a central register under the auspices of the esrb for banks that provide prime broker services to aif shall also be set up in directives 2006 / 48 / ec and 2006 / 49 / ec .


### home member states shall ensure that all information received under article 24 , aggregated in respect of all aifm that it supervises , are made available to other competent authorities through the procedure set out in article 46 on supervisory co - operation . it shall , without delay , also provide information through this mechanism , and bilaterally to other member states directly concerned , if an aifm under its responsibility could potentially constitute an important source of counterparty risk to a credit institution or other systemically relevant institution in other member states . ### the competent authorities of the home member state of the aifm shall ensure that all information gathered under article 21 in respect of all aifm that they supervise is promptly conveyed to the esma and is made available to the competent authorities of the other member states and to the esrb through the procedures set out in article 46 on supervisory co - operation . they shall , without delay , also provide information through this mechanism to the esma and the esrb , and bilaterally to the competent authorities of other member states directly concerned , if the activities of an aifm under their responsibility could potentially constitute an important source of counterparty risk to a credit institution or other systemically relevant institution in those other member states , or could affect the sound functioning of financial markets .


### the scope of this directive should be confined to the management of collective investment undertakings which raise capital from a number of investors with a view to investing it in accordance with a defined investment policy on the principle of risk - spreading for the benefit of those investors . this directive should not apply to the management of pension funds or managers of non - pooled investments such as endowments , sovereign wealth funds or assets hold on own account by credit institutions , insurance or reinsurance undertakings . this directive should neither apply to actively managed investments in the form of securities , such as certificates , managed futures , or index - linked bonds . it should , however , cover managers of all collective investment undertakings which are not required to be authorised as ucits . investment firms authorised under directive 2004 / 39 / ec on markets in financial instruments should not be required to obtain an authorisation under this directive in order to provide investment services in respect of aif . investment firms can however only provide investment services in respect of aif , if and to the extent the units or shares thereof can be marketed in accordance with this directive . ### the scope of this directive should be confined to the management of collective investment undertakings which raise capital from a number of investors with a view to investing it in accordance with a defined investment policy on the principle of risk - spreading for the benefit of those investors . this directive should not apply to the management of pension funds or managers of non - pooled investments such as endowments , sovereign wealth funds or assets hold on own account by credit institutions , insurance or reinsurance undertakings . this directive should neither apply to actively managed investments in the form of securities , such as certificates , managed futures , or index - linked bonds . in order to avoid regulatory overlap , the scope of this directive should not apply to closed - ended collective investment undertakings listed on a regulated market which are subject to regulation under directives 2001 / 34 / ecof the european parliament and of the council of 28 may 2001 on the admission of securities to official stock exchange listing and on information to be published on those securities1 , 2004 / 109 / ec of the european parliament and of the council of 15 december 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market2 and 2003 / 71 / ec of the european parliament and of the council of 4 november 2003 on the prospectus to be published when securities are offered to the public or admitted to trading3 . to provide a harmonised approach , the commission shall as soon as possible and at the very latest by the date of this directive entering into force , review these directives and , where appropriate , put forward legislative proposals to ensure equivalent regulation . this directive should cover managers of all collective investment undertakings which are not required to be authorised as ucits . investment firms authorised under directive 2004 / 39 / ec on markets in financial instruments4 should not be required to obtain an authorisation under this directive in order to provide investment services in respect of aif . investment firms can however only provide investment services in respect of aif , if and to the extent the units or shares thereof can be marketed in accordance with this directive . 1 oj l 184 , 6 . 7 . 2001 , p . 1 . 2 oj l 390 , 31 . 12 . 2004 , p . 30 . 3 oj l 345 , 31 . 12 . 2003 , p . 64 .