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Directive 2011/61/EU - Alternative Investment Fund Managers Directive (AIFMD)RecitalsChapter I General provisions (arts. 1-5)Article 1 Subject matterArticle 2 ScopeArticle 3 ExemptionsArticle 4 DefinitionsArticle 5 Determination of the AIFMChapter II Authorisation of AIFMs (arts. 6-11)Article 6 Conditions for taking up activities as AIFMArticle 7 Application for authorisationArticle 8 Conditions for granting authorisationArticle 9 Initial capital and own fundsArticle 10 Changes in the scope of the authorisationArticle 11 Withdrawal of the authorisationChapter III Operating conditions for AIFMs (arts. 12-21)Section 1 General requirements (arts. 12-17)Article 12 General principlesArticle 13 RemunerationArticle 14 Conflicts of interestArticle 15 Risk managementArticle 16 Liquidity managementArticle 17 Investment in securitisation positionsSection 2 Organisational requirements (arts. 18-19)Article 18 General principlesArticle 19 ValuationSection 3 Delegation of AIFM functions (art. 20)Article 20 DelegationSection 4 Depositary (art. 21)Article 21 DepositaryChapter IV Transparency requirements (arts. 22-24)Article 22 Annual reportArticle 23 Disclosure to investorsArticle 24 Reporting obligations to competent authoritiesChapter V AIFMs managing specific types of AIF (arts. 25-30)Section 1 AIFMs managing leveraged AIFs (art. 25)Article 25 Use of information by competent authorities, supervisory cooperation and limits to leverageSection 2 Obligations for AIFMs managing AIFs which acquire control of non-listed companies and issuers (arts. 26-30)Article 26 ScopeArticle 27 Notification of the acquisition of major holdings and control of non-listed companiesArticle 28 Disclosure in case of acquisition of controlArticle 29 Specific provisions regarding the annual report of AIFs exercising control of non-listed companiesArticle 30 Asset strippingChapter VI Rights of EU AIFMs to market and manage EU AIFs in the Union (arts. 30a-33)Article 30a Conditions for pre-marketing in the Union by an EU AIFMArticle 31 Marketing of units or shares of EU AIFs in the home Member State of the AIFMArticle 32 Marketing of units or shares of EU AIFs in Member States other than in the home Member State of the AIFMArticle 32a De-notification of arrangements made for the marketing of units or shares of some or all EU AIFs in the Member States other than in the home Member State of the AIFMArticle 33 Conditions for managing EU AIFs established in other Member States and for providing services in other Member StatesChapter VII Specific rules in relation to third countries (arts. 34-42)Article 34 Conditions for EU AIFMs which manage non-EU AIFs which are not marketed in Member StatesArticle 35 Conditions for the marketing in the Union with a passport of a non-EU AIF managed by an EU AIFMArticle 36 Conditions for the marketing in Member States without a passport of non-EU AIFs managed by an EU AIFMArticle 37 Authorisation of non-EU AIFMs intending to manage EU AIFs and/or market AIFs managed by them in the Union in accordance with Article 39 or 40Article 38 Peer review of authorisation and supervision of non-EU AIFMsArticle 39 Conditions for the marketing in the Union with a passport of EU AIFs managed by a non-EU AIFMArticle 40 Conditions for the marketing in the Union with a passport of non-EU AIFs managed by a non-EU AIFMArticle 41 Conditions for managing AIFs established in Member States other than the Member State of reference by non-EU AIFMsArticle 42 Conditions for the marketing in Member States without a passport of AIFs managed by a non-EU AIFMChapter VIII Marketing to retail investors (arts. 43-43a)Article 43 Marketing of AIFs by AIFMs to retail investorsArticle 43a Facilities available to retail investorsChapter IX Competent authorities (arts. 44-55)Section 1 Designation, powers and redress procedures (arts. 44-49)Article 44 Designation of competent authoritiesArticle 45 Responsibility of competent authorities in Member StatesArticle 46 Powers of competent authoritiesArticle 47 Powers and competences of ESMADraft Article 47a ESMA review of large EU groups of AIFMs and management companiesDraft Article 47b Powers of ESMA to address cross-border issuesArticle 48 Administrative penaltiesArticle 49 Right of appealSection 2 Cooperation between different competent authorities (arts. 50-55)Article 50 Obligation to cooperateArticle 51 Transfer and retention of personal dataArticle 52 Disclosure of information to third countriesArticle 53 Exchange of information relating to the potential systemic consequences of AIFM activityArticle 54 Cooperation in supervisory activitiesArticle 55 Dispute settlementChapter X Transitional and final provisions (arts. 56-71)Article 56 Exercise of the delegationArticle 57 Revocation of the delegationArticle 58 Objections to delegated actsArticle 59 Implementing measuresArticle 60 Disclosure of derogationsArticle 61 Transitional provisionsArticle 62 Amendments to Directive 2003/41/ECArticle 63 Amendments to Directive 2009/65/ECArticle 64 Amendment to Regulation (EC) No 1060/2009Article 65 Amendment to Regulation (EU) No 1095/2010Article 66 TranspositionArticle 67 Delegated act on the application of Article 35 and Articles 37 to 41Article 68 Delegated act on the termination of the application of Articles 36 and 42Article 69-a Other reviewArticle 69 ReviewArticle 69a Assessment of the passport regimeArticle 69b Accessibility of information on the European single access pointArticle 70 Entry into forceArticle 71 AddresseesAnnexesAnnex IAnnex II Remuneration PolicyAnnex III Documentation and information to be provided in case of intended marketing in the home Member State of the AIFMAnnex IV Documentation and information to be provided in the case of intended marketing in Member States other than the home Member State of the AIFMAnnex V Liquidity management tools available to AIFMs managing open-ended AIFsDone at
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AI Summary of Article 5 Determination of the AIFM

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Version status: Entered into force | Document consolidation status: Updated to reflect all known changes
Version date: 21 July 2011 - onwards
Version 2 of 2

Article 5 Determination of the AIFM

1. Member States shall ensure that each AIF managed within the scope of this Directive shall have a single AIFM, which shall be responsible for ensuring compliance with this Directive. The AIFM shall be either:

(a) an external manager, which is the legal person appointed by the AIF or on behalf of the AIF and which through this appointment is responsible for managing the AIF (external AIFM); or

(b) where the legal form of the AIF permits an internal management and where the AIF's governing body chooses not to appoint an external AIFM, the AIF itself, which shall then be authorised as AIFM.

2. In cases where an external AIFM is unable to ensure compliance with requirements of this Directive for which an AIF or another entity on its behalf is responsible, it shall immediately inform the competent authorities of its home Member State and, if applicable, the competent authorities of the EU AIF concerned. The competent authorities of the home Member State of the AIFM shall require the AIFM to take the necessary steps to remedy the situation.

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