71 Amendments of Sirpa PIETIKÄINEN related to 2009/0064(COD)
Amendment 181 #
Proposal for a directive
Recital 5 a (new)
Recital 5 a (new)
(5a) This Directive should provide for a single AIFM for each AIF managed within the scope of the Directive, which should be responsible for the compliance with the requirements of this Directive.
Amendment 196 #
Proposal for a directive
Recital 7
Recital 7
(7) This Directive aims at providing a harmonised and stringent regulatory and supervisory framework for the activities of AIFM. Authorisation in accordance with this Directive should cover the services of management and administrationcross- border management of AIF throughout the CommunityUnion. In addition, authorised AIFM should be entitled to market AIF in the Community to professional investors, subject to a notification proceduredomiciled in the Union throughout the Union to professional investors, subject to a notification procedure. Subject to the provisions of this Directive, Member States should be able to allow or continue to allow AIFM to market alternative investment funds other than those covered by this Directive to professional investors on their territory, subject to national law. Member States should also be able to allow or continue to allow professional investors on their territory to look for and invest under their own responsibility in AIF domiciled in another Member State or in third countries.
Amendment 210 #
Proposal for a directive
Recital 10
Recital 10
Amendment 216 #
Proposal for a directive
Recital 12
Recital 12
(12) It is necessary to ensure that AIFM operate subject to robust governance controls. AIFM should be managed and organised so as to minimise conflicts of interest. Recent developments underline the crucial need to separate asset safe- keeping and management functions, and segregate investor assets from those of the manager. To this end, the AIFM has to appointensure the appointment of a depositary and entrust it with the booking of investor money on a segregated account, the safe- keeping of financial instruments and the verification of whether the AIF or the AIFM on behalf of the AIF has obtained ownership of all other assets.
Amendment 236 #
Proposal for a directive
Recital 15
Recital 15
(15) Given that an AIFM may employing high levels of leverage inat their investment strategies level of the AIF and may, under certain conditions, contribute to the build up of systemic risk or disorderly markets, special requirements should be imposed on AIFM using certain techniques giving rise to particular riskemploying leverage on a systemically significant basis. The information needed to detect, monitor and respond to those risks has not been collected in a consistent way throughout the CommunityUnion, and shared across Member States so as to identify potential sources of risk to the stability of financial markets in the CommunityUnion. To remedy this situation, special requirements should apply to AIFM, which consistently use highemploy leverage at the levels of leverage in their investment strategies. Thosethe AIF on a systemically significant basis. Such AIFM should be obliged to disclose information regarding their use and sources of leverage. That information should be aggregated and shared with other authorities in the CommunityUnion, so as to facilitate a collective analysis of the impact of the leverage of thoseAIF managed by AIFM on the financial system in the Community, as well as a common responseUnion, as well as a common response. Competent authorities should pass such information to the European Systemic Risk Board (ESRB) established under Regulation (EC) No .../2009 (ESRB Regulation) and to the European Securities and Markets Authority established under Regulation (EC) No .../2009 (ESMA Regulation) for use by these bodies in the performance of their duties.
Amendment 260 #
Proposal for a directive
Recital 17 a (new)
Recital 17 a (new)
(17a) It is necessary to ensure that portfolio companies are not subject to more stringent requirements than any other issuer or non-listed company receiving private investment other than the investment provided by an AIFM. For this purpose, the Commission should conduct a review of relevant company law legislation as well as of relevant financial sector directives by ...* and make necessary changes in the form of legislative amendments, which should ensure such level playing field between portfolio and other companies. * OJ please insert date of entry into force of this Directive.
Amendment 349 #
Proposal for a directive
Article 2 – paragraph 2 – point a
Article 2 – paragraph 2 – point a
(a) AIFM which either directly or indirectly through a company with which the AIFM is linked by common management or control, or by a substantive direct or indirect holding, manage portfolios of AIF whose assets under management, including any assets acquired through use of leverage, in total do not exceed a threshold of EUR 100 million Euro or 500 millions euros when theor EUR 1 billion when the portfolio of AIF consists of AIF that (a) are not leveraged and (b) do not have redemption rights exercisable during a period of 5 years following the date of constitution of the AIF. For the purposes of calculating such thresholds: (i) portfolios of AIF consists ofmanaged by the AIFM or the management of which is delegated by the AIFM to an undertaking in the same group as the AIFM shall be aggregated; (ii) in relation to AIF that (a) are not leveraged and with no(b) do not have redemption rights exercisable during a period of 5 years following the date of constitution of each AIFthe AIF, the thresholds shall be applied to the total of the investors’ commitments to the AIF rather than to the amount of assets under management;
Amendment 380 #
Proposal for a directive
Article 2 – paragraph 2 – point g g (new)
Article 2 – paragraph 2 – point g g (new)
(gg) AIFM in respect of AIF all of whose investors are past or present members, shareholders, directors, officers, executives or employees of the AIFM or of any member of its group and/or who advise or provide services to the AIF or AIFM and/or the AIFM and its group undertakings and/or other permitted beneficiaries under employment schemes;
Amendment 381 #
Proposal for a directive
Article 2 – paragraph 2 – point g h (new)
Article 2 – paragraph 2 – point g h (new)
(gh) institutions or organisations controlled by national, regional and local governments and institutions which manage funds supporting social security and pension systems, if such institutions or organisations manage one or several AIFs.
Amendment 409 #
Proposal for a directive
Article 2 – paragraph 2 a (new)
Article 2 – paragraph 2 a (new)
2a. Only Chapter V - Section 2a of this Directive shall apply to AIFM which manage portfolios of AIF whose assets under management do not exceed in total a threshold of EUR 1 billion, where the portfolio of AIF consists of AIF that are not leveraged and have no redemption rights exercisable during a period of 5 years following the date of constitution of each AIF. For the purposes of calculating such thresholds: (i) portfolios of AIF managed by the AIFM or the management of which is delegated by the AIFM shall be aggregated but portfolios managed by the AIFM under delegation shall be excluded; (ii) the thresholds shall be applied to the total of the investors’ commitments to the AIF rather than to the amount of assets under management. An AIFM authorised in accordance with this Directive to provide management services to one or more AIF is also entitled to market shares or units of these AIF to professional investors in the Union, subject to the conditions laid down in Chapter VI and, where relevant, Article 35.
Amendment 420 #
Proposal for a directive
Article 2 – paragraph 3
Article 2 – paragraph 3
3. Member States shall ensure that AIFM not reaching the threshold set out in paragraph 2(a) are entitled to be treatedmarket units or shares of asn AIFM f to professionall ing under the scope of this Directivevestors in the Union under this Directive, provided that they are authorised in accordance with the national law of their home Member State and provide the competent authorities of that Member State with the information referred to in Articles 31 and 33 and investors with the information referred to in Article 20.
Amendment 425 #
Proposal for a directive
Article 2 – paragraph 3a (new)
Article 2 – paragraph 3a (new)
3a. AIFM which reach the threshold set out in paragraph 2(a) shall in respect of AIF that (a) are not leveraged and (b) do not have redemption rights exercisable during a period of 5 years following the date of constitution of the AIF be subject to the provisions set out in Articles 1 to 3, 4 to 8, 9, 10, 15, 19, 20, 21(3), 31, 32, 33 and 34 and Chapters VIII and IX and to no other provisions of this Directive.
Amendment 434 #
Proposal for a directive
Article 2 – paragraph 4 – subparagraph 1
Article 2 – paragraph 4 – subparagraph 1
4. The Commission shall adopt implementing measuresdelegated acts in accordance with Articles 49a, 49b and 49c 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(a) may exercise their right under paragraph 3be entitled to be treated as AIFM falling under the scope of this Directive. Such acts shall take into account the size and nature of such AIFM and shall not require them to be subject to any of the provisions of this Directive other than those set out in Articles 1 to 3, 4 to 8, 9, 10, 15, 19, 20, 21(3), 31, 32, 33 and 34 and Chapters VIII and IX.
Amendment 435 #
Proposal for a directive
Article 2 – paragraph 4 – subparagraph 1 a (new)
Article 2 – paragraph 4 – subparagraph 1 a (new)
The Commission shall adopt delegated acts in accordance with Articles 49a, 49b and 49c providing for further circumstances under which AIFM and AIF which they manage are not required to be subject to this Directive, either generally or in relation to specific provisions of the Directive, because such circumstances do not present systemic risks or do not require the level of investor protection provided by this Directive.
Amendment 439 #
Proposal for a directive
Article 3 – point a
Article 3 – point a
(a) ‘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 noich raises capital by marketing shares or units in that collective undertaking to professional investors with a view to investing the proceeds in accordance with a defined investment policy on the principle of risk spreading for the benefit of those investors but which does not include any closed-ended vehicle or any form of corporate vehicle, any entity that requires authorisation pursuant to Article 5 of Directive 2009/…65/EC [the UCITS Directive];, any collective investment undertaking for which, under its constitutive documents, the role of manager is primarily the responsibility of the collective investment undertaking itself or of one of its members, or any collective investment undertaking whose investors are solely made up of other AIF.
Amendment 484 #
Proposal for a directive
Article 3 – point l
Article 3 – point l
(l) ‘Leverage’ means any method by which the AIFM increases the exposure of an AIF it manages to a particular investments whether through borrowing of cash or securities, or leverage embedded in derivative positions or; the level of leverage shall bye any other meanssessed in all cases on an appropriately netted and risk-adjusted basis;
Amendment 491 #
Proposal for a directive
Article 3 – paragraph 1 a (new)
Article 3 – paragraph 1 a (new)
The Commission shall adopt delegated acts in accordance with Articles 49a, 49b and 49c with a view to clarifying the methods of leverage as defined in point (l) of the first paragraph and for the purpose of Article 21(4) specifying when leverage is considered to be employed on a systemically significant basis and how leverage shall be calculated.
Amendment 511 #
Proposal for a directive
Article 4 – paragraph 1
Article 4 – paragraph 1
1. 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 Communitywithout prior authorisation. Member States shall require that only entities authorised in accordance with this Directive shall be allowed to provide management services to AIF, except under delegation by the AIFM in accordance with Article 18 of this Directive.
Amendment 531 #
Proposal for a directive
Article 4 – paragraph 2 b (new)
Article 4 – paragraph 2 b (new)
2b. Without prejudice to Article 18, Member States shall ensure that each AIF falling under the scope of this Directive shall have a single AIFM, which shall be responsible for compliance with the requirements of this Directive .
Amendment 537 #
Proposal for a directive
Article 4 – paragraph 2 d (new)
Article 4 – paragraph 2 d (new)
2d. Depending on their legal form, AIF may be internally managed or may appoint an external manager. Where an AIF has not designated an external manager as AIFM, the AIF itself shall be the AIFM.
Amendment 541 #
Proposal for a directive
Article 4 a (new)
Article 4 a (new)
Amendment 598 #
Proposal for a directive
Chapter 2 a (new)
Chapter 2 a (new)
Amendment 656 #
Proposal for a directive
Article 13
Article 13
Amendment 658 #
Proposal for a directive
Article 13 – paragraph 1 – introductory part
Article 13 – paragraph 1 – introductory part
In order to ensure cross-sectoral consistency and to remove misalignment between the interest of firms that repackage loans into tradable securities and other financial instruments (originators)originators within the meaning of Article 4(40) of Directive 2006/48/EC and AIFM that invest in these securities or other financial instruments on behalf of one or more AIF, the Commission shall adopt implementing measures laying down the requirements in the following areas:
Amendment 660 #
Proposal for a directive
Article 13 – paragraph 1 - point a
Article 13 – paragraph 1 - point a
(a) the requirements that need to be met by the originator in order for an AIFM to be allowed to invest on behalf of one or more AIF in securities or other financial instruments of this type issued after 1 January 2011 on behalf of one or more AIF, including the requirements that ensure that the oOriginator: (1) retains a net economic interest of not less than 5 per cent; in any such issue of securities and (2) represents in the prospectus or other issuing documentation of such securities that it has, and will maintain, such interest (“Originator’s Representation”); and
Amendment 664 #
Proposal for a directive
Article 13 - paragraph 1 - point b
Article 13 - paragraph 1 - point b
(b) qualitative requirements that must be met by AIFM which invest in these securities or other financial instruments on behalf of one or more AIF. AIF shall be entitled to rely on an Originator’s Representation for the entire existence of any such securities when determining whether to invest in any such securities. Those measures, designed to amend 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(3)Articles 49a, 49 b and 49c.
Amendment 688 #
Proposal for a directive
Article 14 – paragraph 4 a (new)
Article 14 – paragraph 4 a (new)
Amendment 702 #
Proposal for a directive
Article 16 – paragraph 1 – subparagraph 1
Article 16 – paragraph 1 – subparagraph 1
1. 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 AIFppropriate and consistent procedures are established to perform a proper valuation of AIF assets and a calculation of the value of the shares and units of the AIF, in accordance with existing applicable valuation standards and rules.
Amendment 717 #
Proposal for a directive
Article 16 – paragraph 1 – subparagraph 1 a (new)
Article 16 – paragraph 1 – subparagraph 1 a (new)
The AIFM shall ensure that, where it performs the valuation function for AIF that it manages, the valuation function operates independently of the investment management function. Any third party assigned to perform valuation functions shall also ensure the independence of those functions.
Amendment 729 #
Proposal for a directive
Article 16 – paragraph 1 – subparagraph 2
Article 16 – paragraph 1 – subparagraph 2
The valuatorAIFM shall ensure that the assets, shares and units are value of an AIF that it manages are valued at an appropriate frequency and at least once a year, and each timthe shares orand units of the AIF are issvalued or redeemed if this is more frequenteach time they can be issued or redeemed.
Amendment 734 #
Proposal for a directive
Article 16 – paragraph 1 a (new)
Article 16 – paragraph 1 a (new)
1a. The AIFM is responsible for the proper valuation of AIF assets as well as for the calculation of the net asset value of the AIF. This responsibility shall not be affected by the delegation of such functions to a third party. By way of derogation from paragraph 1, Member States may allow that some or all of the valuation functions as well as their responsibility be assigned to a third party, in accordance with the national law of the Member State where the AIF is domiciled.
Amendment 740 #
Proposal for a directive
Article 16 – paragraph 2
Article 16 – paragraph 2
Amendment 784 #
Proposal for a directive
Article 16 – paragraph 4 a (new)
Article 16 – paragraph 4 a (new)
4a. Paragraphs 1 to 4 shall not apply to AIFM managing solely AIF which: (a) are not leveraged; (b) have no redemption rights exercisable during a period of 5 years following the date of constitution of each AIF; and (c) according to their investment strategy and objectives, make investments and divestments solely on a non-frequent basis. An AIFM which fulfils the conditions of this paragraph shall ensure that for each AIF that it manages appropriate and consistent procedures are established so that the proper valuation of the assets of the AIF can be performed and the value of the shares or units of the AIF can be calculated and, where appropriate, published. These valuation procedures, which shall be carried out on an annual basis, shall be established in accordance with industry guidelines and/or otherwise agreed with investors as per contractual agreements.
Amendment 846 #
Proposal for a directive
Article 17 – paragraph 1 a (new)
Article 17 – paragraph 1 a (new)
1a. An AIFM shall not, provided that the conditions as stated below are met, be required to appoint a depositary in respect of an AIF which has no redemption rights exercisable during a period of five years from the date of constitution of the AIF and which according to its investment strategy and objectives, makes investments and divestments on a non-frequent basis. The conditions referred to above are that: (a) the AIFM complies with the provisions of Articles 16 to 18 of Commission Directive 2006/73/EC implementing Directive 2004/39/EC of the European Parliament and of the Council as regards organisational requirements and operating conditions for investmente firms and defined terms for the purposes of that Directive 1 for the purposes of safeguarding the rights of AIF they manage and, where applicable, investors to financial instruments and funds belonging to them, provided that all financial instruments that can be kept by book-entry or otherwise and which are subject to trading on a regulated market as defined in Article 4(1)(14) of Directive 2004/39/EC or on other regulated markets within the Union or a third country or on a multilateral trading facility are safekept by an entity which qualifies to be a depositary under this Directive; and (b) the independent auditors of the AIF report to the competent authorities of the home Member State on an annual basis as to whether: (i) payments made by investors on subscription of shares or units have been correctly booked; (ii) the AIFM has maintained systems adequate to enable to comply with the provisions referred to in Article 10 throughout the period since the last report and that the AIFM was in compliance with those provisions at the date of the report; (iii) the AIFM is able to demonstrate that the financial instruments which are reported to investors as held by or for the AIF are so held. 1 OJ L 241, 2.9.2006, p. 26.
Amendment 991 #
Proposal for a directive
Article 18 – paragraph 1 – subparagraph 2 – point b
Article 18 – paragraph 1 – subparagraph 2 – point b
(b) where the delegation concerns the portfolioinvestment management or the risk management, the third party must also be authorised as an AIFM to manage an AIF of the same type, the mandate shall be given only to undertakings which are authorised or registered for the purpose of asset management and subject to prudential supervision. The delegation shall be in accordance with investment- allocation criteria periodically laid down by the management companies. Where the mandate concerns the investment management and is given to a third- country undertaking, cooperation between the supervisory authorities concerned shall be ensured;
Amendment 1018 #
Proposal for a directive
Article 18 – paragraph 3
Article 18 – paragraph 3
3. The third party may not sub-delegate any of the functions delegated to it provided that the conditions laid down in paragraph 1 are fulfilled.
Amendment 1029 #
Proposal for a directive
Article 19 – paragraph 1
Article 19 – paragraph 1
1. 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, in circumstances where information is required from third parties, such as the audit of any underlying investments of the AIF, no later than six months following the end of the financial year.
Amendment 1040 #
Proposal for a directive
Article 19 – paragraph 3
Article 19 – paragraph 3
3. The accounting information given in the annual report shall be prepared in accordance with the accounting standards or principles required by the applicable AIF rules or instruments of incorporation or formation and audited by one or more persons empowered by law to audit accounts in accordance with Directive 2006/43/EC of the European Parliament and of the Council of 17 May 2006 on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC and repealing Council Directive 84/253/EEC. The auditor's report, including any qualifications, shall be reproduced in full in the annual report.
Amendment 1046 #
Proposal for a directive
Article 19 – paragraph 4 – subparagraph 1
Article 19 – paragraph 4 – subparagraph 1
4. The Commission shall adopt implementing measuredelegated acts further specifying the content and format of the annual report. These measuresose acts shall be appropriate and proportionate and shall be adapted to the type of AIFM to which they apply and 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 that they manage.
Amendment 1057 #
Proposal for a directive
Article 20 – paragraph 1 – introductory part
Article 20 – paragraph 1 – introductory part
1. AIFM shall ensure that, insofar as applicable to the AIF concerned, AIF investors receive the following information before they invest in the AIF, as well as any changes thereof:
Amendment 1066 #
Proposal for a directive
Article 20 – paragraph 1 – point a
Article 20 – paragraph 1 – point a
(a) a description of the investment strategy and objectives of the AIF, all the types of assets which the AIF can invest in and of the techniques it may employ and of all associated risks, any applicable investment restrictions, the circumstances in which the AIF may use leverage, the types and sources of leverage permitted and the associated risks and of any restrictions to the use of leverage;
Amendment 1073 #
Proposal for a directive
Article 20 – paragraph 1 – point d
Article 20 – paragraph 1 – point d
(d) the identity of the AIF's, if applicable, of the AIF's current or proposed depositary, valuator, auditor and any other current or proposed critical or important service providers and a description of their duties and the investors' rights should any failure arise;
Amendment 1074 #
Proposal for a directive
Article 20 – paragraph 1 – point e
Article 20 – paragraph 1 – point e
(e) a description of any critical or important delegated management or depositary function and the identity of the third party to whom the function has been delegated;
Amendment 1080 #
Proposal for a directive
Article 20 – paragraph 1 – point g
Article 20 – paragraph 1 – point g
(g) where the AIF has exercisable redemption rights, a description of the AIF's liquidity risk management, including the redemption rights both in normal and exceptional circumstances, existing redemption arrangements with investors, and how the AIFM ensures a fair treatment of investors;
Amendment 1085 #
Proposal for a directive
Article 20 – paragraph 1 – point h
Article 20 – paragraph 1 – point h
(h) a description of all fees, charges and expenses and of the maximum amounts thereof which are directly or indirectly borne by investors;
Amendment 1091 #
Proposal for a directive
Article 20 – paragraph 1 – point i
Article 20 – paragraph 1 – point i
(i) whenever an investor obtains a preferential treatment or the right to obtain preferential treatment, the identity of the investor and a description of that preferential treatment, and whether there is any connection between the AIFM and that investor;
Amendment 1095 #
Proposal for a directive
Article 20 – paragraph 1 – point j
Article 20 – paragraph 1 – point j
(j) the latest annual report, if there is such a report in relation to the AIF.
Amendment 1108 #
Proposal for a directive
Article 20 – paragraph 2 – introductory part
Article 20 – paragraph 2 – introductory part
2. For each AIF that an AIFM manages and in respect of which redemption rights are exercisable, it shall periodically disclose to investors:
Amendment 1126 #
Proposal for a directive
Article 20 – paragraph 3 – subparagraph 1
Article 20 – paragraph 3 – subparagraph 1
3. The Commission shall adopt implementing measuredelegated acts further specifying the disclosure obligations of AIFM and the frequency of the disclosure referred to in paragraph 2.These measureacts shall be adapted to the type of AIFM to which they apply and be proportionate, taking account, inter alia, of the different size, resources, complexity, nature, investments, investment strategies and techniques, structures and investors of different types of AIFM.
Amendment 1142 #
Proposal for a directive
Article 21 – paragraph 2 – introductory part
Article 21 – paragraph 2 – introductory part
2. For each AIF an AIFM manages, it and in respect of which redemption rights are exercisable, the AIFM shall periodically report the following to the competent authorities of its home Member State:
Amendment 1167 #
Proposal for a directive
Article 21 – paragraph 3 – point a
Article 21 – paragraph 3 – point a
(a) an annual report of each AIF managed by the AIFM for each financial year, within four months from the end of the periods to which it relates or, in circumstances where information is required from third parties (such as the audit of any underlying investments of the AIF), no later than six months from the end of the financial year;
Amendment 1172 #
Proposal for a directive
Article 21 – paragraph 3 c (new)
Article 21 – paragraph 3 c (new)
3c. Nothing in this Directive shall prevent an AIFM from notifying its competent authority that certain information provided by it pursuant to this Directive is a trade secret or confidential information, without prejudice to the possibility for the competent authority to share information with other competent authorities pursuant to this Directive.
Amendment 1177 #
Proposal for a directive
Article 21 – paragraph 4 – subparagraph 1
Article 21 – paragraph 4 – subparagraph 1
4. The Commission shall adopt implementing measuresdelegated acts in accordance with Articles 49a, 49b and 49c further specifying the reporting obligations referred to in paragraphs 1, 2 and 3 and their frequency. Such acts shall be appropriate and proportionate and adapted to the type of AIFM and AIF to which they apply, taking account, inter alia, of the different size, resources, complexity, nature, investments, investment strategies and techniques, structures and investors of different types of AIFM.
Amendment 1293 #
Proposal for a directive
Article 26 – paragraph 1
Article 26 – paragraph 1
1. This section shall apply to the following: (a) AIFM managing one or more AIF which either individually or in aggregation acquires 30 % or more of the voting rights of an issuer or ofcontrolling influence in a non- listed company domiciled in the Community, as appropriate; (b) 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 thecontrolling influence in a non- listed company. For the purpose of this section, a controlling influence means more than 50 % of the voting rights of a non-listed company, as appropriate.
Amendment 1298 #
Proposal for a directive
Article 26 – paragraph 1 a (new)
Article 26 – paragraph 1 a (new)
1a. Non-listed companies controlled by AIFM shall comply with the relevant Union and national company law on disclosure.
Amendment 1299 #
Proposal for a directive
Article 26 – paragraph 1 b (new)
Article 26 – paragraph 1 b (new)
1b. By ...*, the Commission shall present to the European Parliament and to the Council a report based on a review of relevant company law legislation as well as of relevant financial sector directives accompanied, if appropriate, by a legislative proposal including, if appropriate, amendments to this Directive. In its assessment, the Commission shall take into account the objectives of increased transparency, fair competition and maintained level playing field between all companies without any discrimination based on ownership. It shall also take into account the competitiveness of the EU regarding the financing of innovation. * OJ please insert date: the date of entry into force of this Directive.
Amendment 1301 #
Proposal for a directive
Article 26 – paragraph 2
Article 26 – paragraph 2
Amendment 1312 #
Proposal for a directive
Article 27
Article 27
Amendment 1337 #
Proposal for a directive
Article 28
Article 28
Amendment 1391 #
Proposal for a directive
Article 29
Article 29
Amendment 1428 #
Proposal for a directive
Article 30
Article 30
Amendment 1502 #
Proposal for a directive
Article 35
Article 35
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 thise home Member State of the AIFM 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. Where AIFM market shares or units of AIF domiciled in a third country the home Member States may prolong the period referred to in Article 31(3), when this is necessary to check whether the conditions of this Directive are met. Before allowing AIFM to market shares or units of AIF domiciled in a third country, the home Member State shall have particular regard to the arrangements made by the AIFM in accordance with Article 38, where relevant.
Amendment 1526 #
Proposal for a directive
Article 36
Article 36
Amendment 1537 #
Proposal for a directive
Article 37
Article 37
Amendment 1546 #
Proposal for a directive
Article 38
Article 38
Amendment 1642 #
Proposal for a directive – amending act
Article 51
Article 51
1. AIFM operatingestablished in the Community before [the deadline for the transposition of this Directive]...* shall adopt all necessary measures to comply with this Directive and shall submit an application for authorisation within one year of the deadline for the transposition of this Directiveby ...**. * OJ: please insert date: date referred to in Article 54. ** OJ: please insert date: three years from the date reefrred to in Article 54.
Amendment 1646 #
Proposal for a directive – amending act
Article 51 – paragraph 1 a (new)
Article 51 – paragraph 1 a (new)
Amendment 1648 #
Proposal for a directive – amending act
Article 51 – paragraph 1 b (new)
Article 51 – paragraph 1 b (new)
Articles 31 to 33 of this Directive shall not apply to the marketing of shares or units of AIF that are subject to a current offer to the public under a prospectus that has been drawn up and published in accordance with Directive 2003/71/EC.
Amendment 1654 #
Proposal for a directive – amending act
Article 52
Article 52
Directive 2004/39/EC
Article 19 – paragraph 6
Article 19 – paragraph 6
Amendment of Directive 2004/39/EC The following indent is added in Article 19(6) of Directive 2004/39/EC: "- the service does not relate to an AIF within the meaning of Article 3(a) of [Directive xx/xx/EC"].rticle 52 deleted
Amendment 1657 #
Proposal for a directive – amending act
Article 53 Directive 2009/65/EC
Article 53 Directive 2009/65/EC
Article 50a
Directive 2009/XX 65/EC shall be amended as follows: The following new Article 50a shall be inserted: "In order to ensure cross-sectoral consistency and to remove misalignment between the interest of firms that 'repackage' loans into tradeable securities and other financial instruments (originators)originators within the meaning of Article 4(41) of Directive 2006/48/EC and UCITS that invest in these securities or other financial instruments, the Commission shall adopt implementing measuredelegated acts laying down the requirements in the following areas: (a) the requirements that need to be met by the originator in order for a UCITS to be allowed to invest in securities or other financial instruments of this type issued after 1 January 2011, including the requirements that ensure that the originator: (i) retains a net economic interest of not less than 5 per cent; (b) qualitative requirements that must be met by UCITS which invest in these securities or other financial instruments. Those measure in any such issue of securities, and (ii) represents in the prospectus or other issuing documentation of such securities that it has, and will maintain, such interest (originator’s representation); and (b) qualitative requirements that must be met by UCITS which invest in these securities or other financial instruments. UCITS may rely on an originator’s representation for the entire existence of any such securities when determining whether to invest in any such securities. Those acts, designed to amend this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutinyprocedure referred to in Article 107(2)s 49a, 49b and 49c."
Amendment 1667 #
Proposal for a directive – amending act
Annex I a (new)
Annex I a (new)