What changed between the plenary report and the adopted text

Removed:(3) Article 7 is amended as follows:

Removed:(a) paragraph 2 is replaced by the following:

Removed:‘2. Member States shall require that an AIFM applying for an authorisation provides the following information relating to the AIFM to the competent authorities of its home Member State:

Removed:(a) information about the persons effectively conducting the business of the AIFM, in particular with regard to the functions referred to in Annex I, including:

Removed:(i) a ▌description of their role, title and level of seniority;

Removed:(ii) a description of their reporting lines and responsibilities in the AIFM and outside the AIFM;

Removed:(iii) an overview of their time allocated to each responsibility;

Removed:(iv) a description of the technical and human resources that support their activities;

Removed:(b) information on the identities of the AIFM’s shareholders or members, whether direct or indirect, natural or legal persons, that have qualifying holdings and on the amounts of those holdings;

Removed:(c) a programme of activity setting out the organisational structure of the AIFM, including information on how the AIFM intends to comply with its obligations under Chapters II, III, IV, and, where applicable, Chapters V, VI, VII and VIII of this Directive, and with its obligations under Regulation (EU) 2019/2088 and a detailed description of the appropriate human and technical resources that will be used by the AIFM to this effect;

Removed:(d) information on the remuneration policies and practices pursuant to Article 13;

Removed:(e) information on arrangements made for the delegation and sub-delegation to third parties of functions as referred to in Article 20 comprising:

Removed:(i) the legal name and relevant legal identifier of the AIFM;

Removed:(ii) the legal name and relevant legal identifier of the AIF and its investment strategy;

Removed:(iii) the legal name and relevant legal identifier of each delegate, its jurisdiction of establishment and, where relevant, its supervisory authority;

Removed:(iv) a brief description of the delegated risk management functions, including whether each such delegation amounts to a partial or full delegation;

Removed:(v) a brief description of the delegated portfolio management functions, by investment strategy and relevant geographies, including whether each such delegation amounts to a partial or full delegation;

Removed:(vi) a brief description of other functions listed in Annex I which the AIFM additionally performs;

Removed:(vii) for each of the following, a description of the human and technical resources’;

Removed:- employed by or committed to the AIFM for performing day-to-day portfolio or risk management tasks within the AIFM;

Removed:- employed by or committed to the delegate for performing those services on a delegated basis; and

Removed:- employed by or committed to the AIFM for monitoring and controlling the delegate;

Removed:(viii) an explanation of the added value of the delegation to the investor.’

Removed:(aa) the following paragraph is inserted:

Removed:‘4a. An AIFM shall report to the competent authority any material changes that may affect the scope of the authorisation by that authority and in particular any modification on the arrangements of the delegation and sub-delegation to third parties provided at the time of authorisation.’

Removed:(b) paragraph 5 is replaced by the following:

Removed:‘5. The competent authorities shall, on a quarterly basis, inform ESMA of authorisations granted or withdrawn in accordance with this Chapter, and of any changes in the scope of authorisations by those authorities, and in particular of material changes to the information provided in accordance with paragraphs 2 and 3 of this Article.

Removed:ESMA shall keep a central public register identifying each AIFM authorised under this Directive, a list of the AIFs managed and/or marketed in the Union by such AIFMs and the competent authority for each such AIFM. The register shall be made available in electronic format.

Removed:▌

Removed:(ba) paragraph 6 is replaced by the following:

Removed:‘6. In order to ensure consistent harmonisation of this Article, ESMA may develop draft regulatory technical standards to specify the information to be provided to the competent authorities in the application for the authorisation of the AIFM, including the programme of activity, and to specify situations where the name of the AIFs it intends to manage could be materially deceptive or misleading to the investor.

Removed:Power is delegated to the Commission to adopt the regulatory technical standards referred to in the first subparagraph of this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.’;

Removed:(bb) paragraph 7 is replaced by the following:

Removed:‘7. In order to ensure uniform conditions for the application of this Article, ESMA may develop draft implementing technical standards to determine standard forms, templates and procedures for the provision of information provided for in the first subparagraph of paragraph 6. ESMA may design such forms, templates and procedures with the objective of obtaining information which is comparable between AIFMs and between jurisdictions. ESMA may also take into account the information requirements for the provision of the report referred to in paragraph 9.

Removed:Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph of this paragraph in accordance with Article 15 of Regulation (EU) No 1095/2010.’

Removed:(c) the following paragraph ▌9 is added:

Removed:▌

Removed:9. By … [24 months after the date of application of this amending directive], ESMA shall provide the European Parliament, the Council and the Commission with ▌a report, ▌analysing market practices regarding delegation▌ and compliance with Articles 7 and 20.’;

Removed:(4) in Article 8(1), point (c) is replaced by the following:

Removed:‘(c) the persons who effectively conduct the business of the AIFM are of sufficiently good repute and are sufficiently experienced also in relation to the investment strategies pursued by the AIF managed by the AIFM, the names of those persons and of every person succeeding them in the office being communicated forthwith to the competent authorities of the home Member States of the AIFM and the conduct of the business of the AIFM being decided by at least two natural persons who are either employed full-time by that AIFM or who are committed full-time or on a full-time equivalent basis to conduct the business of that AIFM and who are resident in the Union meeting such conditions;

Removed:(ca) where an AIFM manages an Alternative Investment Fund that is marketed to retail investors, the AIFM ensures that at least one member of its governing body is a non-executive director. The AIFM, in appointing a non-executive director of its governing body, shall determine whether such a member is independent in character and judgement and whether there are relationships or circumstances, which are likely to affect that member’s judgement. The AIFM shall take reasonable steps to ensure that any non-executive directors appointed to its governing body have sufficient expertise and experience to be able to make judgements on whether the AIFM is managing AIFs in the best interest of investors. Non-executive directors shall contribute to ensuring that the AIFM complies with the requirements regarding conflicts of interests and acting in the best interests of the AIFs and their investors, as specified in this Directive;

Removed:(4a) in Article 12, the following paragraph is inserted:

Removed:‘3a. For the purposes of point (f) of the first subparagraph of paragraph 1, ESMA shall ... [by 18 months from entry into force of this amending Directive] submit a report to the European Parliament, the Council and the Commission:

Removed:(1) assessing the costs charged by AIFMs to investors in AIFs, and the reasons for cost levels and for differences between them;

Removed:(2) proposing criteria for assessing whether the level of such costs is or is not appropriate, in particular when compared to the level of costs in other jurisdictions worldwide;

Removed:(3) proposing, if necessary, options for action by competent authorities or by legislators in respect of inappropriate or undue levels of such costs. The report shall assess the potential impact of each such option.

Removed:That report may be combined with the report required pursuant Article 14(2a) of Directive 2009/65/EC of the European Parliament and of the Council.

Removed:Competent Authorities shall have the power to require, on a one-time basis, information on costs from AIFMs insofar as that is needed for the purpose of that report. The competent authorities shall avoid duplication with existing reporting obligations.

Removed:Competent authorities shall provide data to ESMA to contribute to that report ... [by X months before the date specified in the first subparagraph].’

Removed:(4b) Article 14 is amended as follows:

Removed:(a) the following paragraph is inserted :

Removed:2a. Where an AIFM intends to manage an AIF on behalf of a third-party, including but not limited to under a mandate in accordance with Article 6(4)(a) or under a delegation in accordance with Article 20, and where the third-party is to have significant control over the AIF’s design, distribution and management, the AIFM shall employ heightened scrutiny of the potential for conflicts of interest. AIFMs engaging in such a relationship shall submit detailed explanations and evidence on their compliance with paragraphs 1 and 2 of this Article to the competent authorities of their home Member State. In particular, they shall specify how they prevent systematic conflicts of interest or any other material conflicts of interest arising from the relationship, how any existing or potential conflicts are effectively managed in the best interest of investors and how this is clearly and comprehensively disclosed to investors.

Removed:(b) the following paragraph is added:

Removed:“4a. In order to ensure uniform conditions of application of this Article, ESMA shall develop draft regulatory technical standards to specify:

Removed:(a) the types of relationship between the AIFM and a third-party when the AIFM manages an AIF on behalf of the third-party and of conflicts of interest as referred to in paragraph 2a;

Removed:(b) the criteria to be used by the relevant competent authorities to assess whether AIFMs comply with their obligations under paragraph 2a.

Removed:Power is conferred on the Commission to adopt the regulatory technical standards referred to in this paragraph in accordance with Articles 10 to 14 of Regulation (EU) No 1095/2010.

Removed:(5) Article 15 is amended as follows:

Removed:(a) in paragraph 3, the following point (d) is added:

Removed:‘(d) for loan originating activities, other than in respect of shareholder loans where such loans do not exceed in aggregate 150 % of the capital of the AIF, implement effective policies, procedures and processes for the granting of credit, for assessing the credit risk and for administering and monitoring their credit portfolio, keep those policies, procedures and processes up to date and effective and review them regularly and at least once a year.’;