### 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 .


### ' 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 ;


### 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 .


### 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 . 2 . 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 . ### scope this section shall apply to the following : aifm managing one or more aif which either individually or in aggregation acquires controlling influence , for example when acquiring 10% , 20% , 30% or 50% or more of the voting rights , over an issuer or over a non - listed company domiciled in the union , as appropriate ; aifm having concluded an agreement with one or more other aifm which would allow the aif managed by these aifm to acquires controlling influence , for example when acquiring 10% , 20% , 30% or 50% or more of the voting rights , over an issuer or over a non - listed company , as appropriate . 2 . article 26 to 30 shall not apply where the issuer or the non - listed company concerned – included depended companies – employs fewer than 50 persons .


### the third country has signed an agreement with the member state in which it applies for authorisation 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 . ### the third country has signed an agreement with the commission , acting on behalf of the member state in which the aifm has applied for authorisation , on the basis of the standards laid down in article 26 of the oecd model tax convention , ensuring an effective exchange of information in tax matters , in accordance with the standards defined by the commission under article 39a .


### 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 .


### 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 21 and article 24 , aggregated in respect of all aifm that it supervises , are made available to other competent authorities within the union , the esma and the esrb . the competent authorities of the home member states shall , without delay , provide information , 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 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 .


### 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 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 within the union . this directive shall not operate to prevent or restrict persons from selling or otherwise disposing of units or shares which they hold in aif on the capital market , and a person who holds units or shares in an aif may himself or through an intermediary , including an aifm authorised in accordance with this directive , market such shares or units to investors in a member state in accordance with the national law of that member state , where such marketing is not at the initiative of the aifm managing such aif .


### 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 .


### 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 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 .


### with regard to issuers , the aifm shall make available the following to the issuer concerned , its shareholders and representatives of employees : ### with regard to issuers , the aif or aifm shall make available the following to the issuer concerned , its shareholders and representatives of employees :


### 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 actual risk profile of the aif and the risk management tools employed by the aifm to manage these risks ; ### the actual risk profile of the aif and the risk management tools to manage these risks ;


### on the basis of the criteria referred to in paragraph 3 , the commission shall , in accordance with the procedure referred to in article 49 , adopt implementing measures , stating that prudential regulation , supervision and standards of a third country are equivalent to this directive . ### on the basis of the criteria referred to in paragraph 3 , the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts stating that prudential regulation , supervision and standards of a third country are equivalent to this directive .


### an aifm shall , for each of the aif it manages , make available an annual report for each financial year . the annual report shall be made available to investors and competent authorities no later than four months following the end of the financial year . ### an aifm shall , for each of the aif it manages , make available an annual report for each financial year . the annual report shall be made available to investors and competent authorities no later than four months following the end of the financial year or , where an aif invests in another aif and requires information from the annual or interim reports of that other aif in order to prepare its annual report , no later than six months following the end of the financial year .


### for each aif an aifm manages , it shall periodically disclose to investors : ### aif and aifm , for each aif that it manages , shall periodically disclose to investors , beneficiaries , their representatives and their assigned analysts :


### 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 .


### 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 .


### 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 . 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 requirements with regard to leverage and the frequency of reporting to competent authorities and of disclosure to investors .


### 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 .


### 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 also empowered to adopt , in accordance with article 49 of this directive , delegated acts , regarding the type of information made public pursuant to paragraph 3a .


### 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 but to , nevertheless , require the valuation of assets to be undertaken by an entity which is independent of the aifm . valuation criteria should be laid down in line with guidelines provided by the european securities markets authority established under regulation 2009 / . . . / ec1* . * oj . . . + oj please insert number , date and oj reference .


### 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 .


### the aif annual report shall include the following additional information for each issuer and non listed company in which the aif has invested : ### the aif annual report shall include the following additional information for each issuer and non listed company in which an aifm exercises a controlling influence within the meaning of article 28 :


### aifm shall , before implementation , notify the competent authorities of the home member state of any change regarding the information provided in their initial application that may substantially affect the conditions under which the authorisation has been granted , in particular changes of the investment strategy and policy of any aif managed by it , of the aif rules or instruments of incorporation and the identity of any further aif the aifm intends to manage . the competent authorities shall , within a month of receipt of that notification , either approve , or impose restrictions , or reject those changes . ### aifm shall , before implementation , notify the competent authorities of the home member state of any material changes to the conditions for initial authorisation or registration , in particular changes in the programme of activity of the aifm or the investment strategy and policy of any aif managed by it . the aifm shall inform the competent authority of any change concerning the persons effectively conducting the business of the aifm . the competent authorities shall , within a month of receipt of that notification , approve , impose restrictions or reject those changes . the competent authorities shall , where duly justified , reject changes regarding the investment strategy and policy of an aif or changes regarding rules or instruments of incorporation if those have been agreed upon by the investors .


### 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 . ### 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 .


### 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 .


### 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 .


### an aifm may only market shares or units of an aif domiciled in a third country to professional investors domiciled in a member state , if the third country has signed an agreement with this member state 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 . ### an aifm may only market shares or units of an aif domiciled in a third country to professional investors domiciled in a member state if the third country is included on the oecd list of jurisdictions which have substantially implemented the internationally agreed tax standard .


### 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 .


### 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 . 2 . 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 . ### scope this section shall apply to the following : aifm managing one or more aif which either individually or in aggregation acquires controlling influence , for example when acquiring 10% , 20% , 30% or 50% or more of the voting rights , over an issuer or over a non - listed company domiciled in the union , as appropriate ; aifm having concluded an agreement with one or more other aifm which would allow the aif managed by these aifm to acquires controlling influence , for example when acquiring 10% , 20% , 30% or 50% or more of the voting rights , over an issuer or over a non - listed company , as appropriate . 2 . article 26 to 30 shall not apply where the issuer or the non - listed company concerned – included depended companies – employs fewer than 50 persons .


### 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 . ### aifm shall ensure that , for each aif that it manages , a valuator is appointed which is independent of the aifm management function to establish the value of assets acquired by the aif and the value of the shares and units of the aif in conformity with eu - wide valuation guidelines established by the esma . to this end , aifm shall ensure that a qualified valuator is appointed which is adequately equipped for the purpose of valuation and certified by the esma .


### the commission shall , in accordance with the procedure referred to in article 49 , adopt implementing measures relating to the procedures for exchange of information between competent authorities . ### the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts relating to the procedures for exchange of information between competent authorities .


### depositaries may delegate their tasks to other depositaries . ### depositaries may delegate their functions to other depositaries in accordance with article 18 .


### 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 .


### on the basis of the criteria referred to in paragraph 2 , the commission shall , in accordance with the regulatory procedure referred to in article 49 , adopt implementing measures stating : ### on the basis of the criteria referred to in paragraph 2 , the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts stating :


### ' 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 ] ;


### notification of the acquisition of controlling influence in non - listed companies member states shall ensure that when an aifm is in a position to exercise 30 % or more of the voting rights of a non - listed company , such aifm notifies the non - listed company and all other share - holders the information provided in paragraph 2 . this notification shall be made , as soon as possible , but not later than four trading days the first of which being the day on which the aifm has reached the position of being able to exercise 30% of the voting rights . 2 . the notification required under paragraph 1 shall contain the following information : the resulting situation in terms of voting rights ; the conditions under which the 30% threshold has been reached , including information about the identity of the different shareholders involved ; the date on which the threshold was reached or exceeded . ### notification of the acquisition of significant influence in non - listed companies member states shall ensure that when an aifm is in a position to exercise controlling influence over a non - listed company , such aifm notifies the non - listed company and all other share - holders the information provided in paragraph 2 . member states shall ensure that each time an aifm , acting alone or in concert , comes to hold through one or several aif that it manages 10% , 20% , 30% or 50% of the voting rights of an issuer or a non - listed company , it shall notify to the issuer or the non - listed company , as appropriate , its employee representatives or , where there are no such representatives , the employees themselves , the competent authority of the aifm and the competent authority of the member state where the issuer or the non listed company is established , the information provided for in paragraph 2 . this notification shall be made , as soon as possible , but not later than four trading days the first of which being the day on which the aifm has reached the relevant threshold . 2 . the notification required under paragraph 1 shall contain the following information : the resulting situation in terms of voting rights ; the conditions under which controlling influence has been reached , including information about the full identification of the different aifm , aif and shareholders involved and of persons acting in concert with them , any natural person or legal entity entitled to exercise voting rights on their behalf and , if applicable , the chain of undertakings through which voting rights are effectively held ; the date on which the controlling influence was reached or exceeded .


### the conditions under which the 30% threshold has been reached , including information about the identity of the different shareholders involved ; ### the conditions under which controlling influence has been reached , including information about the identity of the different shareholders involved , any natural person or legal entity entitled to exercise voting rights on their behalf and , if applicable , the chain of undertakings through which voting rights are effectively held ;


### 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 .


### for each aif an aifm manages , it shall periodically disclose to investors : ### for each aif that permits redemptions at the option of investors , the managing aifm shall periodically disclose to investors :


### committee the commission shall be assisted by the european securities committee established by commission decision 2001 / 528 / ec of 6 june 2001 establishing the european securities committee . 2 . where reference is made to this paragraph , articles 5 and 7 of council decision 1999 / 468 / ec of 28 june 1999 laying down the procedures for the exercise of implementing powers conferred on the commission shall apply , having regard to the provisions of article 8 thereof . the period laid down in article 5 of decision 1999 / 468 / ec shall be set at three months . 3 . where reference is made to this paragraph , article 5a to and article 7 of decision 1999 / 468 / ec shall apply , having regard to the provisions of article 8 thereof . ### delegated acts the powers to adopt delegated acts referred to in articles 2 , 9 , 10 , 11 , 12 , 13 , 16 , 18 , 19 , 20 , 21 , 24 , 25 , 28 , 29 , 31 , 33 , 37 , 37 , 38 , 38 , 39 , 39 , 45 , 46 , 47 and 53 are conferred on the commission subject to the conditions laid down in paragraphs 2 and 3 of this article . 2 . the delegation of powers shall last for three years from the date of entry into force of this directive and shall be extended for periods of three years on a request from the commission made at the latest one month before the expiry of the delegation , unless the european parliament or the council objects within three months of the request . the european parliament or the council may revoke the delegation of power at any time . 3 . a delegated act adopted pursuant to this article shall enter into force only if no objection has been expressed by the european parliament or the council within a period of three months .


### 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 21 and article 24 , aggregated in respect of all aifm that it supervises , are made available to other competent authorities within the union , the esma and the esrb . the competent authorities of the home member states shall , without delay , provide information , 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 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 cover 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 or discretionary investment policy for the benefit of those investors . this directive should also apply to single investor funds and leveraged managed accounts , in order to preserve a level playing field between similar types of investment vehicles . it should not apply to public interest entities . this directive should neither apply to actively managed investments in the form of securities , such as certificates , managed futures , or index - linked bonds . nor should this directive apply to holding companies insofar as they hold shares in their subsidiaries , given that such holding companies are not established for the main purpose of generating returns for their investors by means of , in particular , the divestment of their subsidiaries within a set timeframe , but which are aimed at carrying out a business strategy through their subsidiaries . 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 .


### 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 ;


### on the basis of the criteria referred to in paragraph 2 , the commission shall , in accordance with the procedure referred to in article 49 , adopt implementing measures , stating that the valuation standards and rules of a third country legislation are equivalent to those applicable in the community . ### on the basis of the criteria referred to in paragraph 2 , the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts stating that the valuation standards and rules of a third country legislation are equivalent to those applicable in the union .


### 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 .


### 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 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 . ### the commission shall adopt delegated acts further specifying the disclosure obligations of aif and aifm and the frequency of the disclosure referred to in paragraph 2 . these acts shall be adapted to the type of aif and aifm to which they apply .


### 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 , in accordance with the procedure referred to in article 49 , adopt implementing measures relating to the procedures for exchange of information between competent authorities . ### the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts relating to the procedures for exchange of information between competent authorities .


### the requirements that need to be met by the originator in order for an aifm to be allowed to invest in securities or other financial instruments of this type issued after 1 january 2011 on behalf of one or more aif , including requirements that ensure that the originator retains a net economic interest of not less than 5 per cent ; ### the requirements that need to be met by the originator in order for an aifm to be allowed to invest in securities or other financial instruments of this type issued after 1 january 2011 on behalf of one or more aif , including requirements that ensure that the originator retains a net economic interest of not less than 10 per cent ;


### 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 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 . ### 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 unjustifiable failure to perform or of its improper performance of its obligations pursuant to this directive .


### the commission shall adopt implementing measures specifying the criteria for assessing the equivalence of the prudential regulation , supervision and standards of third countries as referred to in 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 for assessing the equivalence of the prudential regulation , supervision and standards of third countries as referred to in paragraph 1


### the commission shall adopt implementing measures further specifying the content and format of the annual report . these measures shall be adapted to the type of aifm to which they apply . ### the commission is empowered to adopt , in accordance with article 49 of this directive , delegated acts further specifying the content and format of the annual report . these acts shall be appropriate and proportionate and adapted to the type of aifm to which they apply and to the aif to which the report relates , taking account of the different size , resources , complexity , nature , investments , investment strategies and techniques , structures and investors of different types of aifm and the aif which they manage .


### 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 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 within the union . this directive shall not operate to prevent or restrict persons from selling or otherwise disposing of units or shares which they hold in aif on the capital market , and a person who holds units or shares in an aif may himself or through an intermediary , including an aifm authorised in accordance with this directive , market such shares or units to investors in a member state in accordance with the national law of that member state , where such marketing is not at the initiative of the aifm managing such aif .


### the policy for preventing and managing conflicts of interests , in particular between the aifm and the non - listed company ; ### the policy for preventing and managing conflicts of interests , in particular between the aif or aifm and the non - listed company ;


### 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 .


### ' 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 or natural person who manages one or more aifs or a single aif which is managed autonomously ;