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See the copyright notice Conditions of use .
In accordance with the decision of the Parliament:
This law shall apply:
(1) legal persons whose regular business is the management of alternative funds;
(2) the provision of alternative funds to a professional client;
3) the storage community of the alternative fund.
Chapter 13 of this Act provides for the provision of an alternative fund for non-professional clients.
The aifm shall be authorised in accordance with this law ( The licensed alternative fund manager, ), if the combined assets of the alternative funds managed by it are:
1) with leverage, including more than eur 100 million; or
(2) more than eur 500 million and the funds are inviolable and not in any managed alternative fund the right to claim redemption can be used for five years from the initial investment in each fund.
For the purpose of calculating the amount of the funds referred to in paragraph 1, account shall also be taken of the funds of alternative funds managed indirectly through a company to which the trustee is linked by a joint management or control By direct or indirect ownership.
An alternative fund manager with the aggregated boundaries of alternative funds subject to the limits laid down in Article 2 shall be registered as provided for in Chapter 5 ( Registered alternative fund manager ). In addition, the obligation to register shall be governed by the provisions of Chapters 12 and 21 to 23.
This law shall not apply to an alternative fund manager if it only manages alternative funds which are the sole investors of alternative funds themselves or with companies belonging to the same group, and none of the lyrics The companies belonging to the group are not an alternative fund.
This law shall not apply to a common business where co-location is not conducted in an alternative fund.
This law does not apply to:
(1) holding companies;
2) the Law on Occupational Pension Insurance Companies; (354/1997) Or any other pension institution carrying out a statutory task;
(3) the Pensions Act; (1774/1995) Or of the insurance fund referred to in (16/04/1992) , which carry out payment-based occupational retirement provision, and pension funds and insurance funds within the meaning of the Pension Insurance Act and the insurance fund, which provide a voluntary preference for a supplementary pension and not: Institutions for occupational retirement provision covered by Directive 2003 /41/EC of the European Parliament and of the Council on the activities and supervision of institutions for occupational retirement provision;
4) the European Central Bank, the European Investment Bank, the Nordic Investment Bank, the World Bank, the International Monetary Fund, the European Development Finance Institutions and other supranational institutions, or similar international Organisations managing alternative funds, where the funds in question are in addition to the general interest;
(5) Bank of Finland and other NCBs;
6) State Treasury and not national, regional and local public bodies and other bodies or institutions which manage funds supporting social security and pension systems;
(7) in the Staff Regulations (194/2010) And other staff participation and savings schemes;
8) a securitisation special entity.
Investment fund rules (1999) Shall apply for authorisation or registration in accordance with this law. Financial supervision may not require the management company to provide any information or documents which it has already submitted in its application for authorisation under the investment fund law and which are still up to date.
Obligations of aifm as issuers in securities markets (10/06/2012) .
Alternative fund manager shall be subject to the investment service (18/07/2012) As provided for in this Act and Article 4 of Chapter 1 of the Investment Services Act.
Without prejudice to the property fund law (143/1997) , the property fund referred to in Article 2 or the entity administering it shall apply for authorisation or registration in accordance with this law.
Notwithstanding the provisions of Chapter 3, Article 1, the investment firm and the credit institution shall not be required to operate any investment services related to alternative funds under this Act.
European venture capital funds are laid down in Regulation (EU) No 345/2013 of the European Parliament and of the Council on European Venture Capital Funds.
European social entrepreneurship funds are provided for in Regulation (EU) No 346/2013 of the European Parliament and of the Council on European social entrepreneurship funds.
Chapter 19 of this Act applies to the functioning of the EEA alternative fund manager in Finland. Chapter 20 of this Act shall apply to the activities of the aifm established in a third country in Finland.
The provisions of Chapter 18 of this Act shall apply to the provider of alternative funds:
(1) which, on the basis of an agreement on the acquisition of control or control, jointly acquires control of a non-listed company or issuer;
(2) cooperating with one or more other alternative fund managers on the basis of an agreement under which the alternative funds managed jointly by those managers acquire control of a non-listed company; or In the issuer.
Notwithstanding the provisions of paragraph 1, Article 1 of Chapter 18 of this Act shall also apply to an alternative fund manager who manages an alternative fund which acquires a non-dominant holding in a non-listed company.
However, the provisions of Chapter 18 of this Act shall not apply to alternative fund managers referred to in paragraphs 1 and 2, where the non-listed companies concerned are:
(1) small and medium-sized enterprises as defined in Article 2 (1) of the Annex to Commission Recommendation 2003 /361/EC on the definition of micro, small and medium-sized enterprises; or
2) housing corporations, mutual real estate companies or other special purpose vehicles whose purpose is the acquisition, management or management of buildings.
In addition to the provisions of this law, the provisions adopted pursuant to it and the provisions of the Directive on Alternative Investment Fund Managers, the provisions on alternative fund managers are laid down in the above-mentioned Directive And technical standards adopted by a Commission Regulation or Decision.
The Alternative Fund The entity or any other collective investment in which the assets are sourced from several investors and placed in accordance with a defined investment policy for the benefit of investors and which is not required under Article 5 of the investment fund directive; Authorisation.
Alternate fund manager Means a legal person whose regular business is the management of alternative funds as referred to in Article 3. The AIFM shall have a licence which may be granted to a limited liability company and a European company or to be registered.
EEA alternative fund managers Means a company which has obtained authorisation for an alternative fund manager in accordance with this law in another EEA State other than Finland.
On the management of alternative funds The exercise of both portfolio management and risk management as investment management activities.
The management of alternative funds may also include one or more of the following activities in the context of the investment management activities referred to in paragraph 1:
(1) management, which may include statutory and fund management accounting services, customer inquiries, valuation and pricing, drawing up tax returns, monitoring compliance, holder of the purchase or a shareholder register Maintenance, distribution of income, issuance and redemption of shares, clearing and settlement of contracts, and recording of the supply of certificates of participation;
(2) marketing;
(3) activities related to the assets of alternative funds, which may include the services necessary to fulfil the trust responsibilities of the AIFM, the maintenance of premises, real estate management activities, business advice In matters relating to the capital structure, industrial strategy and related issues, advice and services related to mergers and acquisitions, and the management of the alternative fund and its investment firms and other assets Related services.
For the purposes of this law:
(1) A securitisation special An entity whose sole purpose is to carry out the activities referred to in Article 1 (2) of Regulation (EC) No 24/2009 of the European Central Bank concerning statistics on the assets and liabilities of the special entities participating in the securitisation Securitisation and take other appropriate steps to perform it;
(2) ETA-Registered obligation Alternative fund manager, Aifm registered in accordance with the Directive on Alternative Investment Fund Managers, who have their registered office in an EEA State other than Finland;
(3) An alternative fund established in the EEA State The alternative fund referred to in the Directive on Alternative Investment Fund Managers, which has been authorised or registered in accordance with national law applicable in the EEA State or an alternative fund which has not been obtained An authorisation or not registered in the EEA State but having its registered office or headquarters in the EEA State;
(4) Holding company A company with shareholdings in one or more other companies whose commercial purpose is to pursue a business strategy or strategies through its subsidiaries, associates or participations in order to influence Their long-term value, and which, as a company, acts on its own account and whose shares are admitted to trading on a regulated market in the EEA State or which is not set up primarily to produce its subsidiaries or associates By means of sales to its investors, which is reflected in its The activity report or other official documents;
(5) Alternative fund in the form of a targeted fund An alternative fund to which the other alternative fund invests or has a position;
(6) Marketing The direct or indirect provision or allocation of units or shares to investors on the initiative of, or on behalf of, the alternative fund manager;
(7) Control Amending Directive 2006 /43/EC of the European Parliament and of the Council and repealing Council Directives 78 /660/EEC and 83 /349/EEC on annual financial statements, consolidated financial statements and related reports of certain types of companies Controlled by Directive 2013 /34/EU of the European Parliament and of the Council of the European Parliament and of the Council; the percentage of the controlling percentage voting and its method of calculation are determined by the provisions of Article 20 of the Securities and Markets Act;
(8) Non-listed companies; More than half of the voting rights of the companies, in which the calculation of the percentage of voting rights shall take into account not only the voting rights directly held by the option fund, but also the voting rights of the undertakings controlled by it, and In its own name, but the voting rights of a natural or legal person acting on behalf of a company controlled by the alternative fund or its established controlled entity; the percentage voting shall be calculated on the basis of all the shares to which: Is associated with voting rights, even if their use is Suspended;
(9) Section The share, right, depository or other ownership of the title, which may be a security or a financial instrument, depending on its legal form;
(10) Main broker A credit institution or investment firm which provides services to professional clients in order to finance or execute transactions primarily in financial instruments and which may also provide other services, such as: Shop clearing and settlement services, storage services, securities lending services, personalised technology services and operational support services;
(11) Internally managed alternative fund An alternative fund for which the Government or any other internal body is responsible for the management of the alternative fund and which does not have an external alternative fund manager;
(12) Alternative fund in the form of a feeder fund An alternative fund that invests at least 85 % of its assets in the second alternative fund ( Option fund in the form of a fund ) Units or shares, which invests at least 85 % of their assets in more than one alternative fund, if the funds concerned have similar investment strategies, or otherwise have such a target fund In a functioning alternative fund, the position constituting at least 85 % of its assets;
(13) By depositary activities The maintenance of the resources of the alternative fund and its monitoring of compliance with the law, other provisions and regulations and the rules of the Fund;
(14) Employees' representatives Of the Law on Joint Action (334/2007) § 8 Representatives of the staff groups;
(15) On an outsourced alternative fund An alternative fund designated by an external alternative fund manager;
16) Outsourcing An arrangement for the operation of the alternative fund manager, on the basis of which the other service provider produces an activity or service for the operator of the alternative fund, which would otherwise have been carried out by the AIFM itself;
(17) The home Member State of the alternative fund The EEA State in which the alternative fund has been authorised or registered in accordance with applicable national law, or where there are several authorisations or registrations, the EEA State in which the alternative fund has been authorised or is Registered for the first time, or the EEA State where the option fund has its registered office or headquarters if it has not obtained a licence and is not registered in an EEA State;
(18) Home Member State of the AIFM The EEA State in which the AIFM has its registered office;
19) Host Member State of the alternative fund manager EEA State, which is not the home Member State and where the AIFM established in the EEA State manages alternative funds established in the EEA State, the EEA State, which is not the home Member State and where the EEA State is established The AIFM established in the EEA State, the EEA State, which is not the home Member State and where the AIFM established in the EEA State is marketed in a third country, The shares of the alternative fund;
20) Alternative fund rules The rules of the alternative fund, the company contract or the articles of association and the contract documents directly linked to them;
21) With leverage The method by which the AIFM increases the position of the aif it manages either by borrowing money or securities, by using leverage in financial derivative positions or in any other way.
For the purposes of this law:
(1) By a Directive on Alternative Investment Fund Managers Directive 2011 /61/EC of the European Parliament and of the Council amending Directive 2003 /41/EC and Directive 2003 /65/EC and amending Regulation (EC) No 1060/2009 and (EU) No 1095/2010;
(2) By a Commission delegated regulation Commission Delegated Regulation (EU) No 231/2013 supplementing Directive 2011 /61/EU of the European Parliament and of the Council with regard to derogations, general framework conditions, depositaries, leverage, transparency and control.
For the purposes of this law:
(1) The prospectus directive Directive 2003 /71/ECof the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2001 /34/EC;
(2) ESMA Authority Regulation (EU) No 1095/2010 of the European Parliament and of the Council amending Decision No 716 /2009/EC and amending Decision No 716 /2009/EC and repealing Commission Decision 2009 /77/EC ( ESMA Regulation ) The European Securities and Markets Authority;
(3) European Banking Authority Establishing a European Supervisory Authority (European Banking Authority) and amending Decision No 716 /2009/EC and Regulation (EU) No 1093/2010 of the European Parliament and of the Council repealing Decision 2009 /78/EC The European Banking Authority;
(4) European Insurance and Occupational Pensions Authority Regulation (EU) No .../... of the European Parliament and of the Council establishing a European Supervisory Authority (European Insurance and Occupational Pensions Authority) and amending Decision No 716 /2009/EC and repealing Decision 2009 /79/EC 1094/2010 European Insurance and Occupational Pensions Authority;
(5) The European Systemic Risk Board The European Systemic Risk Board referred to in Regulation (EU) No 1092/2010 of the European Parliament and of the Council establishing macro-prudential oversight of the financial system in the European Union and establishing a European Systemic Risk Board;
(6) European company Council Regulation (EC) No 2157/2001 on the Statute for a European company (SE) ( European company statute ) Of the European Company referred to in
(7) The credit institutions directive On the right to exercise credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006 /48/EC and 2006 /49/EC Directive 2013 /36/EU; (88/2014/627)
(8) Credit rating The credit assessment referred to in Regulation (EC) No 1060/2009 of the European Parliament and of the Council on credit rating agencies;
(9) EU Capital Requirements Regulation Regulation (EU) No 575/2013 of the European Parliament and of the Council on the prudential requirements of credit institutions and investment firms and amending Regulation (EU) No 648/2012; (88/2014/627)
(10) Markets in financial instruments-Directive On markets in financial instruments and amending Council Directives 85 /611/EEC and 93 /6/EEC and Directive 2000 /12/EC of the European Parliament and of the Council and repealing Council Directive 93 /22/EEC Directive 2004 /39/EC;
(11) The investment fund directive Directive of the European Parliament and of the Council on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (ucits) 2009 /65/EC
For the purposes of this law:
(1) EEA State A State belonging to the European Economic Area;
(2) Third country State other than the EEA State;
(3) Third country supervisory authority The competent authority of the third country responsible for financial supervision;
(4) The foreign EEA Surveillance Authority An EEA State responsible for financial supervision other than the Finnish authorities competent under the law or other legal act to supervise the managers of the EEA alternative funds.
For the purpose of this Law With a foreign EEA Fund As provided for in Article 2 of the Investment Fund Act.
For the purposes of this law:
(1) A professional client And Non-professional client As provided for in Article 18 of Chapter 1 of the Investment Services Act;
(2) Financial instrument As provided for in Article 10 of Chapter 1 of the Investment Services Act;
(3) Of the investment firm's branch As provided for in Article 9 of Chapter 1 of the Investment Services Act;
(4) Investment service As provided for in Article 11 of Chapter 1 of the Investment Services Act;
(5) Foreign EEA investment firm As provided for in Article 9 of Chapter 1 of the Investment Services Act;
(6) The foreign EEA insurance company , of the Law on Foreign Insurance Companies (398/1995) in Chapter 1, Article 2 Provides.
The provisions of this Act concerning the branch of a foreign EEA investment firm shall be applied to the foreign affiliate of the foreign EEA investment firm established in Finland, as referred to in Article 2 of Chapter 4 of the Investment Services Act.
For the purposes of this law:
(1) Securities The securities referred to in Section 1 of Chapter 2 of the Securities and Markets Act;
(2) Securitisation, The securitisation referred to in Article 4 (1) (61) of the EU Solvency Regulation; (88/2014/627)
(3) The issuer As provided for in Article 3 of Chapter 2 of the Securities and Markets Act;
(4) A foreign EEA credit institution Of the Law on credit institutions (610/2014) Article 7 of Chapter 1 The foreign EEA credit institution referred to in paragraph 3. (88/2014/627)
For the purposes of this law:
(1) Group And Subsidiary undertaking In the accounting law (136/1997) And a subsidiary undertaking and a subsidiary undertaking as a subsidiary and subsidiary undertaking;
(2) An unlisted company A company which has its registered office in the EEA State and whose shares are not admitted to trading under the law on trading in financial instruments (748/2012) Article 2 of Chapter 1 The regulated market referred to in paragraph 6.
For the purposes of this law:
(1) A personal transaction Trading or trading on account of an active trading or financial instrument where the active status of the active player is outside its position, activity or function, or trading takes place in a dominant position; Of a person, his/her family or other person in a close relationship, or on the account of a person who has a significant advantage in the performance of trading on the performance of the trade The payment or reward of the claim;
(2) In a dominant position The board of directors of the AIFM, the Executive Director and other senior management, as well as an employee or other natural person who, under the supervision of the undertaking, is involved in the management of the alternative fund or the provision of an investment service; Or a natural person who is involved in the organisation of the external activities of the AIFM.
The alternative fund may only be managed by an alternative fund manager who is licensed under this law.
The authorisation shall not be granted only for the portfolio management or risk management referred to in Article 3 (1) of Chapter 2 or the activities referred to in Article 3 (2) of Chapter 2.
Notwithstanding the provisions of paragraph 1, an alternative fund manager shall be allowed to manage the option fund without authorisation. The units of such aif may only be marketed in Finland to professional clients, unless otherwise provided in Chapter 13.
An external alternative fund manager authorised under the IF shall manage the investment funds as provided for in the Investment Fund Act.
In addition, an outsourced alternative fund manager with an authorisation in accordance with Article 1 may provide the asset management referred to in Section 11 (4) of Chapter 1 of the Investment Services Act.
An alternative fund manager who provides services of property referred to in paragraph 2 shall be subject to the provisions of Section 4 of Chapter 1 of the Investment Services Act.
An alternative fund manager engaged in the activities referred to in paragraph 2 and in Article 3 (2) shall be required to be part of an investor compensation fund.
In addition, the authorised alternative fund manager (s) referred to in Article 2 (2) shall, in accordance with the authorisation granted, provide as an ancillary service:
(1) investment advice as referred to in Article 11 (5) of Chapter 1 of the Investment Service;
2. The maintenance of the financial instruments referred to in Article 11 (9) and Article 3 (7) of Chapter 1 of Chapter 1 of the Investment Service for the units of investment funds and aif;
(3) the receipt and transmission of orders referred to in Article 11 (1) of Chapter 1 of the Investment Services Act.
Non-alternative fund manager or EEA alternative fund manager may not, in the name of the alternative fund in the name of the alternative fund, in the name of the alternative fund, be referred to as an alternative fund in the name of an alternative fund established in the EEA State; AIF or AIF AIF or AIFM or otherwise create the impression that it would have the right to manage alternative funds.
The Alternative Fund shall be designated as an alternative fund manager in accordance with this law.
An inward-managed alternative fund shall be authorised or registered in accordance with this law in accordance with Chapter 5.
If an alternative fund manager of an outsourced alternative fund is unable to ensure that the alternative fund managed by it or another entity acting on behalf of an alternative fund complies with the obligations laid down in this Act, it shall: Immediately inform the Financial Supervisory Authority and the foreign EEA control authorities of the countries in which the aif is established.
In addition to the treatment of alternative funds, the authorised alternative fund manager shall not engage in any business other than that provided for in Articles 2 and 3.
In addition to the treatment of the alternative fund, the alternative fund may not be engaged in any other business.
Subject to the Commission Delegated Regulation, a decree of the Ministry of Finance may provide for more detailed provisions for the implementation of the Directive on AIFMs in accordance with Article 3.
Financial supervision shall grant an authorisation for the management of alternative funds and for the provision of services referred to in Article 3 (2) and the ancillary services referred to in Article 3 of Chapter 3.
The application shall be accompanied by sufficient explanations for the manager of the alternative funds:
(1) ownership;
2) and auditors;
(3) organisation of operations;
(4) remuneration practices;
5) the outsourcing of activities.
The application shall be accompanied by sufficient explanations for the choice of alternative funds managed or managed by the alternative fund manager:
(1) investment strategies, risk profiles and other characteristics;
(2) the countries in which they are established or are to be established;
(3) countries where the aif is established where the aif is established as a feed fund;
(4) rules;
(5) the arrangements for designating the depositary;
(6) information in accordance with the notification referred to in Section 1 of Chapter 12.
Financial supervision shall be subject to an application for authorisation within three months of the submission by the applicant of the documents and reports necessary for the settlement of the case. If, as a result of a pressing reason, the financial supervision considers it necessary, the financial supervision may decide to extend the period up to a maximum of three months.
The service shall specify the types of alternative funds it may manage, as well as the services referred to in Section 2 of Chapter 3 and the ancillary services referred to in Article 3 (3) of Chapter 3, which the AIFMs have the right to provide. Following the authorisation of the AIFM, the financial supervision may, upon application by the aifm, amend the authorisation.
Financial supervision shall have the right, after consultation with the applicant, to impose restrictions on the business, investor protection, financial stability or supervision of an alternative fund manager, and Conditions.
Financial supervision shall consult the relevant foreign EEA Surveillance Authority before granting an authorisation to an alternative fund manager:
(1) the subsidiary of the EEA alternative fund manager, the foreign EEA management company, foreign EEA investment firm, foreign EEA credit institution or foreign EEA insurance company;
(2) the subsidiary of the EEA alternative fund manager, the foreign EEA management company, the foreign EEA investment firm, the foreign EEA credit institution or the parent undertaking of the foreign EEA insurance company;
(3) a company controlled by the same natural or legal persons exercising control over another EEA Alternative EEA Fund, a foreign EEA investment firm, a foreign investment firm, EEA credit institution or foreign EEA insurance company.
In the absence of a decision within the period laid down in paragraph 1, the applicant may lodge a complaint with the Helsinki Administrative Court. The appeal shall be deemed to have been submitted to the decision rejecting the application. A complaint may be lodged until the decision has been taken. Financial supervision shall inform the appeal authority if the decision has been taken after the appeal has been lodged.
The authorisation shall be granted to a Finnish limited company whose business register is relevant to its activities as an alternative fund manager, and if, on the basis of the report received, it can be ascertained that the The owners meet the requirements laid down in Article 4 and the aifm fulfils the requirements laid down in Chapters 6 to 11 and Article 8 (3) of Chapter 12.
Financial supervision shall be refused if the supervisory function cannot be carried out in practice, as it is made more difficult by:
(1) close links between the aifm and other natural or legal persons;
(2) the laws, regulations or administrative provisions of a third country which are applicable to a natural or legal person with close links with the alternative fund manager; or
(3) difficulties in the implementation of those laws, regulations or administrative provisions.
The authorisation may also be granted to a start-up company prior to its registration.
For the purpose of this Law Close links, A situation in which between two or more natural or legal persons there is a direct or a controlling interest of at least 20 % of the voting rights or capital of the undertaking and between persons A situation in which at least two natural or legal persons are permanently linked to the same person through control.
Anyone who, directly or indirectly, holds 10 % or more of the share capital of an alternative fund manager or a share that generates at least 10 % of its shares or other voting rights must be reliable.
The Trustee shall not be trusted to:
(1) during the preceding five years, a prison sentence or three years prior to the assessment of a financial penalty for a criminal offence which may be considered as proving to be manifestly inappropriate for him to own an alternative fund; Or
(2) By way of an otherwise earlier operation, it demonstrated that it is manifestly inappropriate to own an alternative fund manager.
However, if the sentence referred to in paragraph 2 (1) has not been authorised by law, the sentenced person may continue to exercise the discretion of the owner of the alternative fund manager in the case of an alternative fund manager if it is his or her previous activity, The circumstances and other factors which led to the judgment as a whole should be regarded as manifestly justified.
The AIFM shall inform the financial supervision of relevant changes to the conditions for authorisation under Article 3 prior to their implementation.
The financial supervision shall, within one month of receipt of the notification, inform the aifm if it prohibits the implementation of any changes or imposes restrictions or conditions on the authorisation in accordance with Article 2. If, for the relevant weighty reasons, the financial supervision cannot be notified within one month, the financial supervision may decide to extend the reporting period up to a maximum of one month after having informed the operator of the alternative funds.
Financial supervision shall indicate the authorisation of the aifm to register in the trade register.
Financial supervision shall, on a quarterly basis, report the authorisations granted under this Chapter to the European Securities and Markets Authority.
The aifm may start operating, subject to the conditions of the authorisation, immediately after authorisation has been granted. If the authorisation has been granted to a limited liability company, the limited liability company shall be registered. The aifm shall inform the financial supervision of when it will become operational.
The authorisation may, on application, grant the information referred to in Article 1 (2) (2) (1) to (4) and Article 1 (3) (1) conditional on the performance of the completed alternative fund manager, in such a way as to enable the operation to commence one month after the The date on which the information referred to in Article 1 (2) (5) and Article 1 (3) (2) to (6) has been submitted in full.
The withdrawal of the authorisation shall be governed by the provisions of the Financial Supervisory Law (878/2008) § 26 . Financial supervision may be withdrawn in addition to the authorisation of the AIFM:
(1) shall not carry out any authorisation within 12 months of the authorisation;
(2) expressly renounces the authorisation;
(3) has not carried out any activity within the scope of the law during the preceding six months;
(4) has been authorised by means of a false declaration or by other dishonest means;
(5) no longer fulfils the conditions for authorisation;
(6) no longer meets the requirements of the Investment Service where its authorisation also covers the asset management services referred to in Article 2 (2) of Chapter 3 of this Act; or
(7) has committed serious and systematic breaches of this law or of the provisions adopted pursuant to it.
Financial supervision shall inform the withdrawal of the authorisation as well as information to the European Securities and Markets Authority.
The limitation of activities is laid down in Article 27 of the Financial Supervisory Law.
Notwithstanding the provisions of Article 3, the authorisation of an aifm shall also be granted to a European company in another EEA State which intends to transfer its registered office to Finland in accordance with Article 8 of the European Company Statute. In this case, the financial supervision shall request the opinion of the foreign EEA Surveillance Authority of the EEA State concerned. The transfer of the seat shall not be registered until the authorisation has been granted. The same applies to the creation of a European company by a merger with a registered company incorporated in another State registered as a European company in Finland.
A decree of the Ministry of Finance may, subject to the Commission Delegated Regulation, be subject to more detailed provisions for the implementation of the Directive on AIFMs:
(1) adequate explanations for the application referred to in Article 1;
2) the documents and reports necessary for the purpose of resolving the case referred to in Article 2;
3) Notices pursuant to Article 6.
The scope of the trade register of the responsible alternative fund manager for the registration of aif shall indicate its operation as an alternative fund manager. Such alternative fund managers shall register in a public register kept by financial supervision in accordance with this Chapter.
Financial supervision shall maintain a public register:
(1) Registered alternative fund managers as referred to in Article 1;
2) on authorised alternative fund managers in accordance with Chapter 4;
(3) the managers of European venture capital funds referred to in Article 6 of Chapter 1 which are domiciled in Finland under the terms of the Regulation;
4. The managers of European social entrepreneurship funds referred to in Article 6 of Chapter 1, which are domiciled in Finland in accordance with that Regulation.
In the context of the application for registration, the obligation to register shall be made available to the Financial Supervisory Authority in the Register for registration, identifying the identity of the aif it manages and the identity of the alternative funds it manages. Their investment strategies.
The compulsory registration fund manager shall annually provide financial control with information on the main financial instruments in which it trades, as well as information on the main investees of the alternative funds it manages and The most significant risk concentration.
The AIFM shall immediately submit a notification to the Financial Supervisory Board if it no longer fulfils the conditions laid down in Article 3 of Chapter 1.
The obligation to register an alternative fund manager shall be entitled to apply for authorisation in accordance with Chapter 4, irrespective of the amount of the funds it manages as laid down in the Commission Implementing Regulation.
The holder of an obligation to register shall apply for authorisation in accordance with Chapter 4 within 30 days from the date on which the funds it manages exceeds the threshold of the concession obligation laid down in Article 2 of Chapter 1.
Financial supervision may provide more detailed provisions on the reporting requirements referred to in Article 3 and annual reporting referred to in Article 4 (1), subject to the Commission's delegated regulation.
The Commission Delegated Regulation provides for the calculation of the minimum period of authorisation referred to in Article 2 (2), continuous monitoring and temporary excess and the information to be provided in the context of the registration provided for in Article 1 and 4 Of the reporting obligation referred to in § 1.
The aifm shall:
(1) act honestly, validly, carefully and fairly;
(2) take account of the interests of the alternative funds or investors they manage and without jeopardising the smooth functioning of the market;
(3) establish and make effective use of the resources and procedures necessary for the proper conduct of its business activities;
(4) take all reasonable measures to avoid any conflict of interest and, where they are not avoidable, to identify, manage and control such conflicts of interest, and, where appropriate, to declare them; In order to prevent them from adversely affecting the interests of alternative funds and their investors, and ensure that the funds they manage are treated equally;
(5) fulfil all regulatory requirements applicable to the conduct of their business in order to promote the interests of the alternative funds and their investors and to promote the smooth operation of the market;
(6) treat all investors in alternative funds equally.
When organising its activities, the aifm shall take into account all the activities it carries out and the quality, size, complexity and potential characteristics of the alternative funds it manages.
No investor shall be granted special treatment unless such special treatment is demonstrated by the rules of the relevant alternative fund.
The share capital of an external alternative fund manager shall be at least eur 125 000. The share capital of an in-house alternative fund manager shall be at least EUR 300 000. The share capital shall be fully paid for the granting of the licence.
In addition to the provisions laid down in paragraph 1, the aifm shall have own funds of 0,02 % of the amount by which the aggregate value of the alternative funds managed by it exceeds EUR 250 million ( Own resources ). However, the total amount of own resources does not need to exceed EUR 10 million.
For the purpose of calculating the capital requirement laid down in paragraph 2, the value of the aif managed by the aifm shall be included in the value of the aif managed by all AIFMs in accordance with the aifm Directive And the alternative funds for which the management of the investment activity has been entrusted to another company.
Notwithstanding the requirements laid down in paragraph 2, the amount of own funds of the AIFM shall not be less than one quarter of the fixed costs indicated in the previous financial year, or, if the manager is: Significant changes following the adoption of the financial statements, the amount laid down by the Financial Supervisory AIFMs on the application by the aifm.
The AIFM may lower the amount of additional own funds referred to in paragraph 2 up to a maximum of 50 % if it has a guarantee for the corresponding amount. The guarantee shall be issued by a credit institution or an insurance undertaking having its registered office in the EEA State or a third country in which the credit institution or insurance undertaking concerned is subject to prudential rules, Which are considered by the competent authorities to comply with the requirements of EU law.
Notwithstanding paragraphs 1 to 4, the aifm which provides services within the meaning of Article 2 (2) and Article 3 (1) of Chapter 3 of Chapter 3 shall always comply with the provisions of Article 1 (2) of Chapter 6 of the Investment Services Act. Requirements.
The provisions of this Article shall not apply to managers of alternative funds, which are also management companies covered by the Investment Fund Act.
Own resources pursuant to Article 2 (1) and the additional own funds referred to in Article 4 shall be invested in financial assets or, in the short term, liquid assets and shall not contain speculative assets.
The AIFM shall either have sufficient additional own funds or liability insurance in force in all EEA States to compensate for the damage caused by their negligence on which the AIFM is under this law Responsible.
The board of directors of the AIFM, the Executive Director, and the other senior management and those responsible for business should lead the alternative fund manager in accordance with sound and prudent business principles. They must be reliable persons who are not bankrupt and whose viability is not limited. Such persons shall, in addition, have a general knowledge of investment activities, taking into account the nature and extent of the activity of the aifm. The provisions of this paragraph shall apply mutatis mutandis to the parent company of the AIFM.
The Trustee shall not be trusted to:
(1) in the course of the preceding five years of imprisonment or in the course of the three years prior to the assessment of a financial penalty for a criminal offence which may be considered to indicate that he is manifestly unfit for the administration of the As a member or as an alternate, Executive Director or Deputy Managing Director or other senior management; or
(2) By way of an otherwise earlier operation, it has shown that it is manifestly inappropriate for the task referred to in paragraph 1.
However, if the judgment referred to in paragraph 2 (1) has not obtained the law, the sentenced person may continue to carry out the task referred to in paragraph 1 if it is his or her previous activity, the circumstances leading to the conviction and other relevant factors. Taken as a whole, considered to be manifestly well founded.
The AIFM shall inform the Financial Supervisory Board without delay of any changes to the persons in charge referred to in paragraph 1.
The key decisions concerning the conduct of the business of the aifm shall be taken by a person meeting the conditions of at least two (1).
Auditing and auditor of the AIFM shall be subject to the audit law (17/01/2015) And limited company law (1024/2006) . The audit and auditor of the AIFM shall be subject to the provisions of Article 7 (1) (8), Chapter 5 and Article 9 (1) (1) of Chapter 7 of the Court of Auditors in relation to regulated markets to trading on a regulated market The audit and auditor of the issuer of securities. As provided for in this article, the audit and auditor of the AIFM shall be subject to the audit and auditor of the parent company of the alternative fund manager.
At least one of the auditors of the aifm shall be a KHT auditor or an audit firm which has to be the head auditor of the KHT auditor.
Article 8 of Chapter 2 of the Court of Auditors and Article 7 (5) of Chapter 7 of the Companies Act and of Chapter 7, Section 7, Sections 7 to 10 of the Shareholdings Act, and the number of aifm and its owner: Financial supervision. In the cases referred to above, the statutory auditor and the special inspector shall otherwise be subject to the law of the Court of Auditors and the Companies Act. Financial supervision shall, in addition, provide for an auditor with an eligibility criterion for the aifm and its owner in the event of non-compliance with the requirements laid down in paragraph 2 of the alternative fund manager or owner. The auditor.
L to 1214/2015 Article 6 will enter into force on 1 January 2016. The previous wording reads:
Auditing and auditor of the AIFM shall be subject to the audit law (209/2007) And limited company law (1024/2006) . The audit and auditor of the AIFM shall be subject to the provisions of Article 25 (1) (8), Chapter 5 and Article 40 (2) (1) of the Court of Auditors in respect of: The audit and auditor of the issuer of securities. As provided for in this article, the audit and auditor of the AIFM shall be subject to the audit and auditor of the parent company of the alternative fund manager.
At least one of the auditors of the aifm shall be a kHT auditor or a kHT auditor within the meaning of Article 2 (2) of the Audit Act.
In accordance with Article 9 of the Court of Auditors and Article 7 of Chapter 7 of the Companies Act, and the special audit and control of the inspector's alternative fund and its owner, as referred to in Sections 7 to 10 of Chapter 7 of the Companies Act, Financial supervision. In the cases referred to above, the statutory auditor and the special inspector shall otherwise be subject to the law of the Court of Auditors and the Companies Act. Financial supervision shall, in addition, provide for an auditor with an eligibility criterion for the aifm and its owner in the event of non-compliance with the requirements laid down in paragraph 2 of the alternative fund manager or owner. The auditor.
The AIFM shall, directly or indirectly, belong to an independent institution established in Finland, a representative of the industry, which has adopted a recommendation on transparency and transparency in respect of the operation of alternative funds. Or shall undertake to comply with the recommendations made by that institution or make public the reasons why it is not committed.
An institution referred to in paragraph 1 may, in order to promote compliance with good practice, also make recommendations concerning the scope of this Act other than those referred to in paragraph 1.
The aifm shall inform the financial supervision of the institution referred to in paragraphs 1 and 2, or the recommendations made by the institution or institutions. At the request of financial supervision, the institution shall provide the Financial Supervisory Authority with its rules and other information necessary for the supervision of the financial supervision of the institution.
The aifm shall have at least one permanent establishment for its activities. It may carry out its activities in other places of work.
The principal place of business of the aifm shall be in Finland.
A decree of the Ministry of Finance may, subject to the Commission Delegated Regulation, be subject to more detailed provisions for the implementation of the Directive on Alternative Investment Fund Managers in accordance with Article 2 And the coverage of the liability risks referred to in Article 4.
Financial supervision shall provide more detailed provisions on the disposal of the funds referred to in Article 3, subject to the Commission's delegated regulation.
The Commission Delegated Regulation lays down the general principles of Article 1 and the exposure risks referred to in Article 4 and the coverage of liability risks.
The operator of the alternative fund shall have adequate and appropriate human and technical resources for the proper management of alternative funds.
The operator of alternative funds shall have reliable administrative and accounting procedures, as well as the control and protection arrangements for automatic data processing.
The operator of alternative funds shall have adequate internal control arrangements.
The AIFM shall define the rules governing the personal transactions of the employees and, where appropriate, the rules governing the ownership and management of investments in its own account. It must be possible to verify ex post verification of the origin, the parties, the nature and the place and place of execution of each transaction where the alternative funds were involved. The funds of the funds managed by the Funds shall be invested in accordance with the rules of the alternative fund and the existing legislation.
The AIFM shall regularly report to the Financial Supervisory Board adequate information for each of the aif it manages:
(1) markets to which it is a party or are actively engaged in trade;
(2) financial instruments or other trading areas in which it trades;
(3) the main investee;
4. The most significant risk concentration;
5) the leverage of alternative funds;
(6) other factors relevant to systemic risk;
(7) any other information and documentation necessary for monitoring purposes.
The AIFM shall provide for the maintenance and storage of the assets of each of the aif it manages properly. Each alternative fund shall be accompanied by a depositary established in the same EEA State, unless the alternative fund is to be designated in a third country, as provided for in Article 8 (4) of Chapter 15. However, the obligation to register as an alternative fund manager shall not be obliged to designate a depositary for the aif it manages.
An alternative fund manager providing the asset management in accordance with Section 2 (2) of Chapter 3 shall not, without the prior approval of the client, place client funds in the units of the alternative funds it manages.
The AIFMs shall have effective procedures for dealing with complaints about asset management or ancillary services by non-professional clients and as soon as possible. The handling of a customer complaint shall comply with the provisions of Section 13 of Chapter 10 of the Investment Services Act.
In addition to the provisions of Section 1 of Chapter 6 and Article 2 of this Chapter, the aifm shall take reasonable steps to identify and prevent conflicts of interest and, when they are born, treat the investor In accordance with the rules of procedure. The aifm shall, when organising its activities, adequately distinguish between tasks and responsibilities which may be considered to be incompatible with each other for the purpose of this Article or which may lead to: Systematic conflicts of interest.
Where a conflict of interest cannot be avoided, the aifm shall provide investors with sufficient information on the nature of the conflict of interest or, for its reasons, before the transaction takes place on behalf of the investor. The information shall be provided in writing or in a durable manner in such a way that they can be stored, stored and duplicated, or in such a way that the information is available on the website of the aifm for as long as the investor Can be expected to require them.
The aifm shall have operational principles for the identification and prevention of conflicts of interest.
The remuneration systems of the AIFM shall be in line with objective and effective risk management. The remuneration system shall not encourage risk-taking which is contrary to the risk profile or rules of the alternative fund manager or the alternative fund it manages.
The remuneration system of the alternative fund manager shall be in accordance with the business strategy, objectives and values of the aifm and the aif it manages, as well as the investor's business strategy, objectives and values, Such that conflicts of interest can be avoided.
This section applies only to a person in a position or service to an alternative fund manager whose activities have a material impact on the risk profile of the alternative fund manager or the alternative fund it manages. Such persons include:
(1) the Executive Director and the persons who, in addition to the Executive Director, actually take part in the management of the alternative fund manager;
(2) any other person whose activities have a material impact on the risk profile of the alternative fund manager or the aif it manages;
(3) a person who works in the internal control functions of an independent alternative fund manager;
(4) any other person within the meaning of the first sentence of this paragraph, whose total amount of remuneration does not differ significantly from the total amount of the total premium received by the person referred to in paragraphs 1 or 2.
The AIFM shall take adequate measures to prevent the taking of an active role in personal transactions where it may lead to a conflict of interest with a transaction or service to which he/she participates Where he has inside information within the meaning of the securities market, or if he has any confidential information about investors, customers or transactions in the alternative fund manager. The confidentiality of such information must be sought, mutatis mutandis.
The aifm shall keep records of personal transactions. The AIFM shall provide the Financial Supervisory Board with an annual report on how the aifm has supervised the internal instructions of the provisions on personal transactions, regulations and alternative fund managers. And the measures taken by the AIFM, where the provisions, provisions or instructions have not been complied with.
Any person intending to acquire, directly or indirectly, shares of the AIFM shall be informed in advance of the financial supervision if the acquisition of his shareholding:
(1) at least 10 % of the share capital of the alternative fund manager;
2) would be so large that it would correspond to at least 10 % of the voting rights generated by all shares;
(3) otherwise justify recourse to the management of the alternative fund manager as referred to in paragraph 2 or otherwise appreciable.
If the ownership referred to in paragraph 1 is to be increased to at least 20 %, 30 % or 50 % of the share capital or ownership of an alternative fund manager would be equivalent to the same proportion of the voting rights or alternative funds produced by all shares The administrator should be a subsidiary, including prior notification to the Financial Supervisory Board.
For the purpose of calculating the shareholding and the voting rate referred to in paragraphs 1 and 2, the provisions of Sections 4 and 9 of Chapter 9 of the Securities and Markets Act shall apply. For the purposes of this paragraph, no account shall be taken of shares which, for a period of up to one year, have been acquired by the reporting agent in connection with the issuance of securities or on the basis of a market guarantee and on the basis of which the reporting obligation does not: Have no right to exercise voting rights in the Community or otherwise affect the activities of the Community's management.
The notification referred to in paragraphs 1 or 2 shall also be made if the number of shares held is falling below the holding provided for in paragraphs 1 or 2 or the AIFM ceases to be a subsidiary undertaking. The AIFM and its holding entity shall notify the financial supervision at least once a year of the owners and the size of the holdings referred to in paragraphs 1 and 2, and shall notify without undue delay the Changes in holdings.
The notification referred to in paragraphs 1 and 2 shall contain the necessary information and explanations:
1) the reporting obligation and the reliability and financial situation of the person concerned;
(2) the obligation of notification of ownership and other interests in the management of alternative funds;
(3) procurement contracts, the financing of the acquisition and, in the case referred to in paragraph 2, the objectives of ownership.
Article 9 (a) of the Law on Financial supervision and Article 32b of the Law on the issuing of the prohibition decision prohibit the acquisition of a holding within the meaning of Article 9.
Before the expiry of the period laid down in Article 32b of the Financial Supervisory Act, the obligation to provide the shares referred to in Article 9 shall be acquired only if the financial supervision has given its consent.
Member of the depositary, alternative fund, or of a depositary or a special depositary in accordance with this law, a member of the Board of Directors, the Managing Director, the Accountant and the staff member shall be obliged to keep secret of his or her duties. Has been informed of the financial position of the client or the investor in the alternative fund, or of business or professional secrecy.
An alternative fund manager, an alternative fund or a depositary or a special depositary in accordance with this law shall be entitled to provide the information referred to in paragraph 1 only to the prosecutor or pre-trial authorities in order to investigate the offence And by the law to the authority entitled to access such information.
An alternative fund manager, an alternative fund or a depositary or a special depositary in accordance with this law shall also be entitled:
(1) issue the information referred to in paragraph 1 to the same group, the consolidating group and the law on the supervision of financial and insurance groups; (699/2004) To the entity belonging to the financial and insurance group, to the management of the customer service and other customer relationship, marketing and risk management of the group, the consolidated group or the financial and insurance group;
(2) to disclose the marketing, customer service and other client relationship to a company that is part of an alternative fund manager, an alternative fund or this law, for the purposes of managing customer and other client relationships; A depositary or a specific depositary in the same economic association if the recipient of the information is covered by the obligation of professional secrecy provided for by this law or equivalent.
Paragraph 3 shall not apply to the Personal Data Act (523/1999) Article 11 The transfer of sensitive information.
An alternative fund manager, an alternative fund or a depositary or a special depositary in accordance with this law shall also be entitled to provide the information referred to in paragraph 1 on trade within the meaning of the law on trade in financial instruments. To a stock exchange and the organiser of a multilateral trading system, as well as to the exchange and the Multilateral Trade organiser of the EEA State, where such information is necessary to safeguard the supervisory function provided for.
Subject to the Commission Delegated Regulation, the Government Decree shall lay down more detailed provisions on the information to be attached to the notifications referred to in Article 9 (1) and (2).
Subject to the Commission Delegated Regulation, a decree of the Ministry of Finance shall lay down detailed provisions for the implementation of the Directive on Alternative Investment Fund Managers:
(1) the reporting referred to in Article 3;
(2) the management of conflicts of interest referred to in Article 6;
(3) the remuneration arrangements referred to in Article 7 and the size, legal and administrative structure of the aifm and its consolidation team, as well as the quality and scope of the activity, as well as the tasks of each of the And taking account of responsibility for the assessment of the system.
Financial supervision may provide additional details of the reporting referred to in Article 3 of the Ministry of Finance's regulations, as well as more detailed provisions on procedures for the management of conflicts of interest referred to in Article 6 and 8 , subject to the Commission's delegated regulation.
The Commission Delegated Regulation lays down reporting and reporting obligations, general principles of organisational requirements, conflicts of interest and personal transactions.
The aifm shall have adequate internal control over its activities and adequate risk management arrangements. The substance of the arrangements shall be reviewed and, where necessary, updated at least annually.
Risk management should be organised in such a way as to identify, measure, manage and control all the essential risks associated with the investment policy of each alternative fund and to which each fund is or may be exposed.
The AIFM shall, in relation to its activities, have sufficient organisational and hierarchical separation of the risk management functions from other activities, including asset management services within the meaning of Section 2 (2) of Chapter 3 and 3 Ancillary services in accordance with Section 3.
The AIFM shall always be able to demonstrate that specific safeguards against conflicts of interest allow for independent management of risk management tasks and that the risk management process meets the requirements of this Chapter and is: Effective throughout.
The risk management separation shall be considered in the light of the quality and extent of the operation of the alternative fund manager.
An alternative fund manager shall invest in an alternative fund with due care, taking into account the investment policy, objectives and risk profile of the alternative fund.
The AIFM shall ensure that the risks associated with individual investments in the aif and their overall impact on the assets of the Fund can be continuously identified and measured. Such risks and their overall impact must be adequately controlled and controlled, including by using appropriate stress test methods.
The AIFM shall ensure that the risk profile of the alternative fund corresponds to the size of the aif rules, the prospectus and the marketing material, the ownership of the fund and the investment policy.
The AIFM shall not use external credit ratings as an exclusive or mechanical assessment of the creditworthiness of the AIFs.
The AIFM shall define and confirm the leverage available to each alternative fund for each alternative fund as provided for in Chapter 17. The aifm shall have adequate and appropriate risk management arrangements in relation to its activities in order to identify, measure, manage and control the risks arising from leverage in alternative funds, Control.
In the case of an alternative fund which takes credit risk associated with a securitisation, the AIFM shall not invest in a securitisation position in the case of a securitisation position unless it can verify that the original lender Or any other asset that continues to be securitised or securitised assets shall remain liable for at least 5 % of the assets to be securitised.
Paragraph 1 shall not apply to:
(1) securitisation arrangements subject to:
(a) exposures to public authorities;
(b) exposures to credit institutions and investment firms which are subject to a risk weight of up to 50 % under this Act; or
(c) exposures to multilateral development banks; and
(2) For transactions based on the index referred to in Article 405 (4) of the EU Solvency Regulation, which meet the conditions laid down in that Article. (88/2014/627)
The aifm shall have appropriate arrangements for the management of liquidity to ensure that the liquidity of each alternative fund managed by it is adequately secured. There must be consistency between the investment strategy, the liquidity profile and the redemption policy.
In order to ensure liquidity, the aifm shall regularly perform stress tests on the liquidity risk assessment.
This section does not apply to unveiled alternative funds managed by the aifm.
The Commission Delegated Regulation provides for the organisation of the risk management arrangements referred to in Articles 1 to 3, the investment in the securitisation position referred to in Article 5 and the liquidity management referred to in Article 6.
The AIFM shall ensure that each of the alternative funds concerned complies with a coherent method for determining the assets and the value of the fund. Valuation shall be performed impartially, with appropriate qualifications and with caution and care.
The AIFM can carry out the valuation itself if its valuation function is functionally and otherwise independent of the portfolio management.
The valuation may be outsourged as provided for in Section 5 of Chapter 10.
A commonly accepted method based on legislation, self-regulation or other generally accepted rules shall be used to calculate the value of alternative funds and calculate the net value. The methods to be used shall be laid down in the alternative fund rules, unless it is based on mandatory law-enforcement.
The valuation procedures used shall ensure that the value of the assets is determined and the net value per share or share is calculated at least once a year.
If the alternative fund is open, such valuation and calculations shall be carried out at intervals appropriate to the issuance and redemption of assets held by the alternative fund and its units.
If the option fund is closed, these valuations and calculations shall also be carried out when the capital of the fund is increasing or decreasing.
The net value per share or per share of the alternative funds shall be reported to investors at least once a year, subject to the rules of the alternative fund concerned.
Investors shall be informed of the valuation and the calculation of the net asset in the manner described in the alternative fund rules.
The AIFM shall, without delay, correct an essential error in determining the value of the alternative fund. An error in the valuation shall be immediately notified to the Financial Supervisory Board.
Where a valuation function is not performed by an external valuator, the financial supervision may require that the manager either adopts its valuation technique or valuation or both external valuer or, where appropriate, the auditor. For inspection.
The AIFM shall be responsible for the proper valuation of the fund's assets, the calculation of the net asset value and the publication of the net asset value.
The externalisation of the valuation shall not affect the responsibility of the aifm to the alternative fund and its investors.
The operator of the alternative fund shall be entitled to compensation for damage caused by negligence or wilful non-compliance by the person to whom the valuation is outsourced. Any liability under this paragraph may not be limited by contract.
Financial supervision may give more detailed provisions on the procedures and procedures for the valuation of the aif referred to in Articles 1 and 3 to 5, subject to the Commission's delegated regulation.
The Commission Delegated Regulation lays down the methods referred to in Articles 1 and 3 for the valuation of assets and for the calculation of the net values and for the periods referred to in Article 4 (2).
An alternative fund manager can outsource its activities. The AIFM may outsource its activities in accordance with this law only if outsourcing does not interfere with the management of risk management, internal control, management of any other function relevant to the performance of the aifm, or Operational control. The aifm shall not outsource its activities to the extent that it can no longer be considered to be performing alternative funds. The aifm shall be responsible for fulfilling all of its obligations under this law, irrespective of the outsourcing of activities.
The aifm shall continuously assess the services it provides to which it has outsourced its tasks, in order to ensure that the conditions for outsourcing are met and that the aifm complies with the Obligations.
The aifm which, after authorisation, intends to outsource an activity relevant to its activities, shall inform the Financial Supervisory Authority in advance of the outsourcing.
The AIFM shall act carefully when outsourcing functions. There is no justification for outsourcing without justification for outsourcing and arrangements. The person to whom the activity is outsourged must have sufficient resources to carry out the duties and the persons in charge of the business in practice must be of sufficiently good repute and sufficiently experienced.
Functional activities shall only be outsourcing to the person holding the necessary authorisation or right to do so. The financial supervision may be granted to a company belonging to a group or for any other weighty reason. An exemption may be granted if, in addition, the person to whom the activity is outsourged is able to demonstrate to the financial supervision that it meets the conditions laid down in the law.
The AIFM shall ensure that it receives the necessary information necessary for the conduct of the outsourced activity, the necessary information necessary for the management of the authorities, risk management and internal control, and that it has the right to release the data; Financial supervision.
The AIFM shall make a written agreement on the outsourcing of a significant activity, indicating the content of the mandate and the duration of the contract and other conditions relevant to the outsourcing, and shall indicate its contents Financial supervision. Any significant change in the contractual relationship between the aifm and the outsourced activity shall be notified to the Financial Supervisory Board without delay.
The aifm shall be able to demonstrate that the person to whom the tasks are exercised is competent and capable of carrying out the tasks in question and that all due diligence has been observed in its selection. In addition, the AIFM must be able to demonstrate that it is always able to control the performance of the outsourced function and give it to the person on whom it is outsourced at any time. The AIFM shall be able to withdraw immediately if it is in the interest of the investors.
The person to whom the aifm has outsourged activities may continue to outsource the activity if the AIFM has given its written consent to the outsourcing and if the subexternalisation is subject to Article 2. Provides. The assessment referred to in Article 1 (2) shall be carried out by the person to whom the operation is outsourced.
A portfolio management or risk management shall not be outsourc or sub-outsourc:
(1) to the depositary designated by the aifm or to the person to whom the depositary has exercised its functions;
(2) for any other entity whose interests may conflict with the interests of the manager of alternative funds or the investors of alternative funds, and the tasks referred to in this Article shall not be functionally and hierarchically separated; Possible conflicts of interest, and the Community does not have the necessary procedures for conflicts of interest.
Any outsourcing of portfolio management or risk management to an undertaking operating in a third country shall, before externalisation, ensure that the financial supervision has adequate arrangements with the supervisory authority of the third country concerned Management.
The external valuer shall be independent from the alternative fund, the alternative fund manager and other persons with close links to the fund or nurse.
The AIFM shall demonstrate that the external valuator is in a statutory, compulsory professional register or is covered by laws or other legal acts or rules of professional conduct. In addition, the AIFM shall demonstrate that an external valuer can provide adequate professional guarantees that it can effectively manage the valuation function in accordance with Chapter 9 and that outsourcing has taken place in 10 In the manner provided for in the chapter. If the financial supervision considers that the appointed external valuer does not fulfil the conditions of this paragraph, it may require the appointment of another external valuer to replace it.
A depositary appointed to the Alternative Fund may be designated as an external valuer of the Fund only if it has functionally and hierarchically separated its custody functions as an external valuator and if: Possible conflicts of interest are identified and managed, monitored and duly communicated to the investors of the aif.
An external valuer shall not continue to outsource the valuation function.
The Commission Delegated Regulation lays down the conditions for the fulfilment of the requirements for outsourcing of the functions of the AIFM, in order to allow the aifm to be considered in accordance with Article 1 (1). Of its activities and of the professional guarantees referred to in Article 5 (2).
The AIFM shall make available, in respect of each alternative fund, the financial statements and the activity report, together with the information contained in Article 3 (3), of each aif it manages, and shall provide them on request. Investors within six months of the end of the financial year.
The Financial Statements and Activity Report of the Alternative Fund shall be drawn up in accordance with the accounting and accounting rules of the national EEA State or the third country, or its EEA State or third country accounting standards, Where the fund is established and in accordance with the accounting rules laid down in the fund rules.
Notwithstanding the reporting obligations elsewhere, the alternative fund shall be in the context of the financial statements:
(1) draw up a balance sheet or a statement of assets and liabilities;
(2) draw up the profit and loss account for the financial year;
(3) draw up the annual activity report;
(4) indicate the relevant amendments to the information referred to in Sections 4 and 5 of Chapter 12 during the financial year covered by the report;
(5) indicate the total amount of remuneration paid to the staff of the AIFM in the course of the financial year, broken down by a fixed and variable remuneration, as well as the number of beneficiaries and, where applicable, of the alternative fund; The amount of the distributions;
(6) indicate the total amount of remuneration and remuneration of the aifm, broken down into senior management and staff, whose activities have a material impact on the risk profile of the fund.
Where an alternative fund is published in accordance with Chapter 7 of the Securities Markets Act, only the information referred to in paragraph 2 shall be provided to investors on request, either separately or as an additional part of the financial statements.
An audit law shall apply to the Accountants' Audit and Auditor.
At least one of the auditors of the Alternative Fund shall be a KHT auditor or an audit firm which shall be the head auditor of the KHT auditor. (18/09/1214)
L to 1214/2015 (2) shall enter into force on 1 January 2016. The previous wording reads:
At least one of the auditors of the Alternative Fund shall be the KHT auditor or the kHT referred to in Article 2 (2) of the Audit Act.
The number of auditors referred to in Section 8 of Chapter 2 of the Audit Act. In addition, financial supervision shall provide an auditor with the eligibility criteria if the alternative fund has not been selected as an auditor meeting the requirements of paragraph 2 of this Article. (18/09/1214)
L to 1214/2015 (3) will enter into force on 1 January 2016. The previous wording reads:
The number of auditors referred to in Article 9 of the Audit Act. In addition, financial supervision shall provide an auditor with the eligibility criteria if the alternative fund has not been selected as an auditor meeting the requirements of paragraph 2 of this Article.
The AIFM, which markets an alternative fund established in the EEA States in the third country, may issue an audit of that fund for the purpose of carrying out an audit of the international In accordance with accounting standards, when the alternative fund does not apply to paragraphs 2 and 3.
A decree of the Ministry of Finance may, subject to the Commission Delegated Regulation, be subject to more detailed provisions on the alternative fund:
(1) any change in value to the financial statements of the Alternative Fund;
(2) balance sheet and profit and loss accounts;
(3) the notes to the balance sheet, the profit and loss account and the financial statement and the information to be provided in the activity report;
(4) the formulae and the formulae of the consolidated balance sheet;
(5) information provided in the notes to the consolidated balance sheet, the consolidated financial statement and the financial statement of the group;
6) balance sheet breakdowns and explanatory notes;
7. On auditing.
Before the regulation is adopted, the Ministry of Finance must request the opinion of the Financial Supervisory Board and the Accounting Board.
Financial supervision may, after having requested the opinion of the Accounting Board, provide additional detailed provisions for the preparation of the financial statements of the Ministry of Finance, subject to the delegated regulation of the Commission.
The Commission Delegated Regulation provides for an activity report.
The AIFF shall have the right to market the shares of the aif it manages in Finland, after having submitted a notification to the Financial Supervisory Authority of the alternative fund for which it intends to market. The notification shall contain the necessary documentation and information.
The right to market, as referred to in Article 1 (1) of the Non-Cancer Fund, also requires that its underlying fund is an alternative fund established in the EEA State and is managed by the EEA alternative fund manager.
An alternative fund manager may start the marketing of aif in Finland after receiving a notification from the Financial Supervisory Authorities.
The AIFM shall notify the information in accordance with paragraph 1 in writing to the Financial Supervisory Board at the latest one month before the date of the planned change, or immediately after the unforeseeable change has occurred.
An investment firm may, directly or indirectly, provide an alternative fund to investors only in the EEA States once the AIFM in that alternative fund has received financial supervision under Article 3. And in accordance with the provisions of this Chapter and Chapter 19 of Chapter 19.
In the context of the marketing of the shares of alternative funds, it shall not be possible to proceed in contravention of the good market practice laid down in Article 2 of Chapter 1 of the Securities and Markets Act.
The provisions of paragraph 1 shall also apply where the investor has contacted the alternative fund itself.
The marketing of shares in alternative funds and the fulfilment of the obligation to provide information under this law shall not give rise to false or misleading information. Any information whose misleading or untrue nature is demonstrated after the disclosure of the information and which may be relevant to the investor shall, without delay, be corrected or supplemented. Marketing must reflect its commercial purpose.
The provisions of paragraph 1 shall also apply where the investor has contacted the alternative fund itself.
The alternative fund manager, which is marketed in Finland or another EEA State, shall be deemed to be available from an alternative fund established in the EEA State which is established in the EEA State before that date. To invest in a fund with relevant and sufficient information.
The essential changes to the essential and sufficient information referred to in paragraph 1 shall be made available to investors.
Paragraph 2 shall also apply to an alternative fund manager who is obliged to keep an equitable access to information for investors in accordance with Article 4 of Chapter 1 of the Securities and Markets Act.
Where the AIFM is obliged to publish a prospectus as referred to in Chapters 3 to 5 of the Securities and Markets Act, it shall publish separately or in an additional information document, the essential and sufficient information referred to in paragraph 1 which is not included in the prospectus: To the prospectus.
Anyone who markets the contributions of the aif shall keep the essential and sufficient information referred to in paragraph 1 to investors before investing in that fund. The obligation to provide information is also valid when the investor has contacted the alternative fund itself. The professional customer may, with his written consent, waive his right to information concerning his/her right to an alternative fund manager.
The AIFM shall provide investors, for each aif it manages, from an alternative fund established in the EEA State and from the alternative fund marketed in the EEA State on a regular basis:
(1) information on the proportion of the funds allocated to the aif, which are subject to special arrangements as a result of their incalculable lack of money;
(2) information on new arrangements for managing the liquidity of the alternative fund;
(3) the current risk profile and the risk management systems used by the aifm to manage these risks.
The AIFM shall provide for each of the aif it manages, an alternative fund established in the EEA State and the alternative fund marketed in the EEA State, if they make use of the leverage, on a regular basis:
(1) any changes to the maximum level of leverage that the aifm may use on behalf of the Fund, and any rights which may be granted in the context of leverage arrangements for the reuse of collateral or guarantees;
2) of the total amount of leverage employed by the Fund.
As regards the investment fund it manages, the aifm shall comply with the information on the location of the assets which it has provided to investors on the basis of the disclosure requirements laid down in Article 4.
An alternative fund manager has to know his clients. The aifm shall identify the client's actual beneficiary and the person acting on behalf of the client. When completing the obligation laid down in this paragraph, the systems referred to in paragraph 2 may be used.
The operator of the alternative fund shall have adequate risk management systems to assess the risks arising from its clients.
The AIFM shall immediately inform the financial intelligence unit of any suspicious transaction or suspicion of terrorist financing, such as the law on the prevention and detection of money laundering and terrorist financing (503/2008) in Articles 23 and 24 Provides.
The provisions of paragraph 1 shall not apply to an alternative fund manager who has its registered office in the EEA State and whose shares are admitted to trading in accordance with Article 2 (6) of Chapter 1 of the Law on trade in financial instruments. Within the meaning of the regulated market.
Moreover, knowledge of the customer is regulated by the law on the prevention and detection of money laundering and terrorist financing.
Subject to the Commission Delegated Regulation, a decree of the Ministry of Finance shall lay down detailed provisions for the implementation of the Directive on Alternative Investment Fund Managers of documents and information which:
(1) in the notification provided for in Article 1 (1);
(2) investors shall, in accordance with Article 4, at least provide information which may be included or included in a prospectus under the Prospectus Directive.
Financial supervision may give more detailed provisions on the procedures to be followed in relation to the customer's knowledge referred to in Article 8 (1) and the risk management systems referred to in Article 8 (2), unless otherwise delegated by the Commission Is.
The Commission Delegated Regulation provides for regular disclosure of information to investors.
In the marketing of alternative funds to a non-professional customer in Finland, the provisions of this Chapter shall be respected.
In addition, in the marketing of alternative funds to a non-professional customer in Finland, consumer protection law must be respected (38/1978) .
Where alternative funds are marketed, a key investor information brochure referred to in Article 4 shall be submitted to a non-professional customer before the investment decision is taken.
Notwithstanding the provisions of this Chapter, the aifm may market an alternative fund for non-professional customers in another EEA State or in a third country as provided for in that country.
The manager of alternative funds to be marketed to a non-professional client shall be authorised or equivalent in accordance with this law in another EEA State.
Notwithstanding the provisions of paragraph 1, the manager of a compulsory alternative fund or an EEA registered alternative fund manager, which is internally treated as an alternative fund and whose shares are admitted to trading In the regulated market referred to in Article 2 (6) of the Law on trade in financial instruments, the shares can always be marketed to a non-professional customer in Finland.
For specific reasons, financial supervision may, on application, grant the obligation to the registrant of the option fund to market the alternative fund it manages to a non-professional customer in Finland.
Only alternative funds shall be marketed to a non-professional customer:
1) public limited companies;
(2) Commandiite companies;
(3) Special investment funds under the Investment Fund Act;
(4) registered associations;
(5) cooperatives; or
(6) foreign counterparts within the meaning of the aifm referred to in paragraphs 1 to 5.
Non-professional customers shall be allowed to market only alternative-sized alternative funds whose profits are limited in the company contract and where appropriate penalties have been imposed for breach of the restriction.
Only alternative funds established in the EEA State may be marketed to a non-professional customer.
For a particular reason, financial supervision may, on application, grant the aifm the right to market an alternative fund other than that established in the EEA State for non-professional clients.
The AIFM shall draw up a short document containing key investor information on each alternative fund marketed to a non-professional client ( Key information brochure ). The key investor information document shall include the words "key investor information" in Finnish or Swedish, or in any other language approved by the financial supervision.
The key investor information brochure shall be comprehensible to the investor without any further documentation:
1. Identification of the alternative fund;
(2) a brief description of investment objectives and investment policy;
(3) presentation of an earlier return development or, where appropriate, expected return developments;
(4) costs and associated charges;
(5) the risk-benefit profile of the investment and appropriate instructions and warnings on the risks associated with investing in the aif.
The key investor information brochure shall be made public in Finnish or Swedish, or in any other language approved by the financial supervision, and shall be notified to the Financial Supervisory Board.
For specific reasons, financial supervision may, upon application, grant the administrator of the option fund the right to market an alternative fund it manages to a non-professional client without drawing up a key investor information document in accordance with paragraph 1.
The key investor information brochure shall indicate where and how to obtain additional information on the alternative fund, as well as in which languages are easily accessible.
The key investor information brochure shall be written in a general language and shall be drafted in a common, comparable format. The prospectus shall be comprehensible to non-professional customers. The information shall be presented in a proper and clear manner and shall be consistent with the information provided to investors elsewhere.
In addition to the key investor information leaflet, the information provided for in Article 4 (4) of Chapter 12 shall be submitted to a non-professional customer in a single document, unless there is a pressing need for a derogation from the Financial Supervisory Authority.
The shares of the alternative fund shall not be marketed to a non-professional customer until the documents and information referred to in Article 1 (1) of Chapter 12 have been submitted to the financial supervision.
The Alternative Fund shall not receive a subscription fee or any other charge of a non-professional client before it has identified the investors in accordance with Chapter 12, Section 8.
Contributions from the alternative fund shall not be marketed to a non-professional customer if the acquisition of a share entails an additional investment obligation. A client is not bound by the obligation of a non-professional client to such an investment.
For specific reasons, the financial supervision may grant an exemption from the requirement of paragraphs 1 to 3 to the aifm.
The decree of the Ministry of Finance for the implementation of the Directive on Alternative Investment Fund Managers provides for more detailed provisions:
(1) Article 2 (3), Article 3 (4), Article 4 (4) and Article 6 (4) of the financial supervision exemption provided for in Article 6 (4);
2) Requirements for key investor information to be provided to the investor.
The depositary of the Alternative Fund may act as:
(1) a credit institution within the meaning of Article 7 (1) of the Law on the operation of credit institutions, or the branch of the foreign EEA credit institution referred to in paragraph 3; (88/2014/627)
(2) an investment firm in accordance with the investment services, the amount of which must at all times be at least the amount of the initial capital referred to in Article 28 (2) of the credit institution Directive or an investment firm with a foreign investment firm A branch which has obtained the authorisation for the authorisation referred to in Article 1 of Chapter 3 of Chapter 3 of the Investment Services Act in a State other than Finland and which also provides for the maintenance of the financial instruments referred to in Article 11 (9) of Chapter 1 of the Investment Services Act; Where the amount of own funds must always be at least a credit institution The amount of initial capital referred to in Article 28 (2); (88/2014/627)
3. The depositary of the depositary referred to in Article 9 of the Investment Fund Act.
The depositary of an alternative fund established in a third country is governed by Article 4 (4).
The depositary shall not engage in any activity which may result in conflicts of interest between the aif, its investors, its manager and the depositary itself, unless it has functionally and hierarchically separated To carry out other tasks. In addition, it is necessary to identify and manage potential conflicts of interest, to be monitored and properly made available to investors in the alternative fund.
The AIFM shall not operate as a depositary of the option fund.
The conditions laid down in paragraph 1 shall also apply to the principal intermediary acting as an alternative fund. The depositary shall only outsource its custodial duties to such a principal, if the conditions set out in Chapter 15, Section 5 are also met.
As a special depositary of the Alternative Fund, it is possible to operate without a separate authorisation for the valuation system and the clearing and settlement law (749/2012) Chapter 1 of Chapter 1 The securities depository.
As a special depositary of the Alternative Fund, the share company or cooperative which has been authorised by the depositary in accordance with this law, in which case the share company and the share capital provided for, shall apply equally to the cooperative and the cooperative capital.
The specific depositary may only preserve the property of alternative funds where the right to claim redemption cannot be used for five years from the initial investment and:
1) which, in accordance with the objectives of their investment strategy, do not normally invest in the financial instruments referred to in Article 2 (1) of Chapter 15; or
2) who normally invest in the securities of issuers or non-listed companies in order to acquire control of the companies.
Otherwise, the tasks and responsibilities of the special depositary shall be governed by the provisions of Chapters 15 and 16.
Financial supervision shall grant a special depositary authorisation for the application.
The application shall be accompanied by sufficient explanations concerning the applicant and the operating conditions under this Act.
The depositary may, under the conditions set out in the licence, carry out any custodial tasks under this law as part of its professional or business activity.
Financial supervision shall be subject to an application for a specific depositary authorisation within six months of the applicant's submission of the documents and reports necessary for the settlement of the case. If, as a result of a pressing reason, the financial supervision considers it necessary, the financial supervision may decide to extend the period up to a maximum of six months.
The service shall include the services referred to in Article 4 (3), together with which a specific depositary carries out the depositary activities. Following the authorisation of the depositary, the financial supervision may, upon application by a depositary, modify the authorisation in respect of the elements provided for in this paragraph.
Financial supervision shall have the right, after consultation with the applicant, to set up a special storage facility for business, investor protection, financial stability or supervision, or a special depositary Necessary restrictions and conditions relating to substance, membership or membership.
In the absence of a decision within the period laid down in paragraph 1, the applicant may lodge a complaint with the Helsinki Administrative Court. The appeal shall be deemed to have been submitted to the decision rejecting the application. A complaint may be lodged until the decision has been taken. Financial supervision shall inform the appeal authority if the decision has been taken after the appeal has been lodged.
A special storage Community licence shall be granted to a Finnish limited liability company if, on the basis of the report received, it can be verified that the holders, management and depositary of the depositary meet the requirements laid down in this Chapter.
The importance of the commercial register of the special depositary shall indicate its operation as a depositary of alternative funds. The authorisation may also be granted to a start-up company prior to its registration.
The share capital of the special depositary shall not be less than eur 125 000. The share capital shall be fully subscribed when the authorisation is granted.
In addition to the provisions laid down in paragraph 1, the special depositary shall have equity of 0,02 % of the amount by which the total value of the assets of the alternative fund reserves exceeds EUR 250 million. However, the total amount of equity does not need to exceed EUR 10 million.
The Government and the Executive Director of the special depositary shall lead the depositary in a professional manner and in accordance with sound and prudent business principles. The Board, the Executive Director and the other senior management must be reliable persons who are not bankrupt and whose viability is not limited. In addition, the Board of Directors, the Executive Director and the other senior management shall have a general knowledge of the depositary activities as necessary, taking into account the nature and extent of the functioning of the depositary.
The Trustee shall not be trusted to:
(1) during the previous five years of imprisonment or in the course of the three years preceding the assessment, a fine for a criminal offence which may be considered as proving that he is manifestly unfit to be a member of the Government of the Or alternate member of the Executive Director or Deputy Managing Director or other senior management; or
(2) By way of an otherwise earlier operation, it has shown that it is manifestly inappropriate for the task referred to in paragraph 1.
However, if the judgment referred to in paragraph 2 (1) has not obtained the law, the sentenced person may continue to carry out the task referred to in paragraph 1 if it is his or her previous activity, the circumstances leading to the conviction and other relevant factors. Taken as a whole, considered to be manifestly well founded.
The special depositary shall, without delay, inform the Financial Supervisory Committee of any changes to the management functions referred to in paragraph 1.
Anyone who directly or indirectly owns at least 10 % of the share capital of a special depositary or a share of at least 10 % of the voting rights generated by its shares must be reliable.
Reliability is assessed on the grounds set out in Article 8 (2) and (3).
Any person intending to acquire, directly or indirectly, a special holding entity shall be notified in advance to the Financial Supervisory Authority in accordance with Section 9 of Chapter 7. Article 9 of Chapter 7 provides for an alternative fund manager for the purposes of applying this article to a special depositary.
The special depositary shall without delay inform the Financial Supervisory Committee of the changes in the identity of the major owners referred to in paragraph 1.
The special depositary shall inform the financial supervision of relevant changes to the conditions for authorisation under Article 5 prior to their implementation.
The financial supervision shall, within one month of receipt of the notification, inform the special depositary if it prohibits the implementation of any changes or imposes restrictions or conditions on the authorisation in accordance with Article 14. If, for the relevant weighty reasons, the financial supervision cannot be notified within one month, the financial supervision may decide to extend the reporting period by up to one month after having informed the depositary.
Financial supervision shall indicate the authorisation of a specific depositary passport to be registered in the trade register. The authorised depositary shall be registered at the same time as the company is registered.
Financial supervision keeps a public register of the specific depositary in this chapter.
Subject to the conditions of the authorisation, the special depositary may commence its activities immediately after authorisation has been granted. If the authorisation has been granted to a limited liability company, the limited liability company shall be registered. The special depositary shall inform the Financial Supervisory Committee when it will become operational.
The withdrawal of authorisation of a special depositary is governed by Article 26 of the Law on Financial Control. Financial supervision shall inform the withdrawal of the authorisation as well as information to the European Securities and Markets Authority.
Restrictions on the activities of the special depositary are laid down in Article 27 of the Financial Supervisory Law.
The decree of the Ministry of Finance may, subject to the Commission's delegated regulation, provide more detailed provisions for the adequate explanations to be attached to the licence application referred to in Article 4.
In accordance with Article 2, the depositary shall retain the resources of the alternative fund and carry out other tasks under this law.
The depositary shall perform its tasks independently for the benefit of the alternative fund and investors.
The depositary shall perform its duties honestly, fairly and professionally.
The depositary shall be responsible for maintaining the financial instruments of the alternative fund which may be entered in the financial instrument accounts opened in the custody accounts of the depositary or, where this is not possible, in the name of the AIFM Or physically deliver to the depositary.
The depositary shall regularly verify, other than the financial instruments referred to in paragraph 1, that the aif or its manager owns the assets concerned and keep up-to-date records of the assets it considers to be: The ownership of the alternative fund. The assessment of ownership shall be based on the information or documents provided by the alternative fund or the aifm and on the available external evidence.
The assets of the depositary shall be kept separate from the resources of the aif and from other customers and alternative funds, and shall be kept in a reliable manner. The assets of the aif shall not be foreclosed on the depositary's debt. Without the prior consent of the AIFM, the alternative fund shall not be pledged or disclosed in a non-alternative fund.
The depositary shall be responsible for ensuring that:
(1) the cash flow of the alternative fund is properly monitored;
(2) all payments relating to the signalling and redemption of the alternative fund have been duly paid;
3) the funds of the alternative fund have been properly deposited.
The depositary shall also be responsible for ensuring that:
(1) the sale, issue, repurchase, redemption and cancellation of shares in the alternative fund shares are governed by the law and the rules of the Alternative Fund;
(2) the value of the shares in the alternative fund shall be calculated in accordance with the law, the regulatory provisions and the rules of the aif;
(3) the instructions given by the aifm are complied with, unless they are contrary to law, regulatory or alternative fund rules;
(4) payments relating to the resources of the alternative fund are paid in accordance with the deadlines;
(5) the proceeds of the alternative fund are used in accordance with the law and the rules of the alternative fund.
The AIFM and the depositary shall agree in writing on the appointment of the depositary to the alternative fund and the tasks referred to in Articles 2 and 3. The contract shall specify the exchange of information necessary to carry out the obligations under this law. The contract shall contain provisions for the replacement of the depositary.
The AIFM shall transmit the depositary agreement of the aif it manages and the amendments thereto immediately to the Financial Supervisory Board.
The AIFM shall present, upon request, the contract or a copy of the contract referred to in paragraph 1 to the fund or to the investor intending to invest.
The depositary may only outsource a depositary in accordance with Article 2 to a third party. In such cases, it shall be ensured that:
(1) the exercise shall not be outsourced in order to avoid the requirements of this Act;
(2) the depositary can demonstrate that there is an objective justification for the outsourcing of the task;
(3) the depositary has complied with all appropriate competence, prudence and diligence in choosing the person to whom it wishes to outsource the task and when assessing and supervising this during the outsourcing;
(4) the third party fulfils the relevant conditions during the exercise of its outsourced function.
The person to whom the mission is outsourced may continue to outsource the task in accordance with the conditions set out in paragraph 1.
The law on certain aspects of securities and foreign exchange transactions and the settlement system (1084/1999) , or the provision of equivalent services in the securities settlement systems of third countries, shall not be considered as an outsourcing of custodial functions.
If the depositary decides not to comply with the mandate of the AIFM or it detects otherwise in the activities of the AIFM referred to in Sections 2 or 3, the AIFM shall not withdraw its decision, or In any other way, the depositary shall inform the Financial Supervisory Board.
Where an alternative fund has been designated a major intermediary, it shall comply with the Commission's delegated regulation on the reporting obligations of the main intermediaries.
Subject to the Commission Delegated Regulation, a decree of the Ministry of Finance shall lay down detailed provisions for the implementation of the Directive on Alternative Investment Fund Managers:
(1) separate from the accounts referred to in Article 2 (3);
(2) the correct deposit of the funds referred to in Article 3 (1);
(3) the relevant conditions referred to in Article 5 (1) (4);
(4) the outsourcing of the depositary functions referred to in Article 5, where the person to whom the mission is outsourged is located in a third country;
(5) the need to take account of the size, legal and administrative structure of the depositary and the quality and extent of the activity in the application of paragraphs 1 to 4 above.
The Commission's delegated regulation provides for the information to be included in a written agreement with the depositary, on custody functions, on the tasks of due diligence and on the obligation to specify the assets.
Save as otherwise provided in this Chapter, the depositary shall, irrespective of its carelessness, compensate the alternative fund and the investor for the loss of a financial instrument held in accordance with Article 2 (1) of Chapter 15.
The depositary shall, as a matter of priority, replace the loss in accordance with paragraph 1 by returning the same type of financial instrument or equivalent amount to the alternative fund or its manager.
The depositary shall be obliged to replace the damage it has caused intentionally or through negligence on the alternative fund or its investor in accordance with this law and the provisions or regulations adopted pursuant thereto, or By default of their duties.
The settlement of the liability for damages and the liability for indemnification between two or more liable parties shall be governed by the provisions of (1999) Chapters 2 and 6
Damage in accordance with Article 1 shall not be replaced if the depositary can demonstrate that the damage was caused by an unusual and unforeseeable circumstance which the depositary could not prevent and the consequences of which Not all due diligence could have been avoided.
The outsourcing of the depositary shall not affect the liability of the depositary in accordance with this law, subject to this Article.
The depositary may be relieved of its responsibilities under Article 1 (1) if it demonstrates that it has acted with due care in the outsourcing of tasks.
Where the depositary is outsourced to an entity established in a third country, the depositary may be released from its liability under Article 1 (1) if the legislation of the third country requires the local entity to maintain a certain The financial instrument and the depositary demonstrates that it has taken due care to outsource the tasks.
An investor who has invested in an alternative fund or, on his behalf, an alternative fund manager, shall have the right to require the depositary to replace the damage suffered by the investor referred to in Article 1.
The provisions laid down in paragraph 1 shall be without prejudice to the right of the aifm to require compensation for damage caused to the alternative fund.
Subject to the Commission Delegated Regulation, a decree of the Ministry of Finance provides for more detailed provisions for the implementation of the Directive on Alternative Investment Fund Managers, as referred to in Article 3 (2) and (3). On the conditions of care and the size, legal and administrative structure of the depositary and the quality and scope of the operation for the purposes of the Regulation adopted pursuant to this Article.
The Commission Delegated Regulation lays down the responsibility for the establishment of the depositary and the conditions of release, laying down general criteria for the assessment and monitoring of the prudential regulation and supervision of third-country activities. The conditions governing the performance.
The AIFM shall determine reasonable limits for the use of the leverage effect for each of the alternative funds it manages and shall continue to comply with those restrictions.
The AIFM shall determine and confirm the maximum level of leverage for each of the alternative funds it manages and the rights which may be provided for the reuse of collateral or guarantees.
The determination pursuant to paragraph 1 shall be taken into account:
(1) the type, investment policy and the sources of leverage;
(2) other mutual links or other relevant relationships with other institutions providing financial services which may pose a systemic risk;
(3) the need to limit the position in an individual counterparty;
4) the extent to which the leverage is based on collateral;
(5) the relationship between assets and liabilities;
(6) the extent, nature and amount of the activity of the aifm in the relevant market.
In addition to the provisions of Article 2, the aifm, which uses leverage to a significant degree, shall keep at the disposal of financial supervision sufficient information on the leverage.
Financial supervision shall assess the systemic risk posed by the use of leverage of the aifm, the risk of market disturbances and the risks arising from long-term economic growth.
Financial supervision shall set limits to the aifm for the amount of leverage if it considers that this is necessary to ensure the stability and integrity of the financial markets.
Financial supervision may, in order to ensure investor protection or financial stability, impose restrictions on the management of alternative funds which may limit the impact of the use of leverage on the systemic risk of the financial markets, or The increased risk of market failures.
A decree of the Ministry of Finance may, subject to the Commission Delegated Regulation, be subject to more detailed provisions for the implementation of the Directive on Alternative Investment Fund Managers. Information.
The Commission Delegated Regulation lays down the methods of leverage, the definition of the method of calculation of leverage, the use of leverage to a significant degree and the restrictions on the management of the leverage fund.
The AIFM shall report a significant stake in the financial supervision, when the AIFM managed by it acquires shares in an unlisted company, or holds them, and when the fund is held by the fund The voting rights of an unlisted company to reach, exceed or below 10 %, 20 %, 30 %, 50 % or 75 %.
The notifications provided for in paragraph 1 shall be made without undue delay, but within 10 business days from the date on which the legal action has taken place in which the alternative fund has reached, exceeded or underwent the relevant limit In an unlisted company.
When an alternative fund acquires control of a non-listed company, the aifm shall, in addition to the provisions of Articles 1, 3 and 4, inform the Financial Supervisory Board of the acquisition of control.
The declaration required by paragraph 1 shall include:
(1) information on the proportion of the voting rights following the acquisition or disposal;
(2) the conditions for the acquisition of control, including information on the relevant shareholders, natural or legal persons entitled to exercise voting rights on their behalf, and, where applicable, of the business chain, , the voting rights are effectively controlled;
3) the date on which control is obtained.
The notification shall also be made to the company from which the voting rights are acquired and to the shareholders whose information and addresses are available to the manager of the aif in question or which may be obtained pursuant to Section 15 of Chapter 3 of the Companies Act A list of shareholders or a comparable foreign register to which the operator has access or access. The AIFM shall, in its notification to the non-listed company, request the government to inform the employees' representatives or, where there are no representatives, to the employees themselves, without delay, of the fact that the alternative fund managed by the Control and provide the information referred to in paragraph 2. The aifm shall, by reasonable means, endeavour to ensure that the Management Committee informs the employees' representatives or, where there are no representatives, to the employees themselves.
The notifications provided for in this Article shall be made without undue delay, but within 10 business days from the date on which the legal action has taken place in which the voting power of the alternative fund has exceeded 50 %.
Where an alternative fund acquires control of a non-listed company or issuer, it shall, in addition to the provisions of Articles 1, 2 and 4, make available:
(1) information on alternative fund managers, either individually or in cooperation with other alternative fund managers, managing alternative funds that have acquired control;
(2) the policies to prevent and manage conflicts of interest, in particular between the aifm, the alternative fund and the company, including information on specific safeguards to ensure that: Both the alternative fund manager and the company and the alternative fund and the company, or both contracts, if any of the contracts exist, have been concluded under normal market conditions;
3) the principles for external and internal communication of the company, in particular for workers.
The AIFM shall make the information referred to in paragraph 1 available to financial supervision, to the company from which the control is acquired and to the shareholders whose information and address is available to the manager or Which may be obtained from the company or from the register referred to in paragraph 1, to which the manager has access or access. In its notification to the company referred to in paragraph 1, the aifm shall request the government to inform the employees' representatives or, where there are no representatives, to the employees themselves, without delay, of the fact that the alternative fund it manages is: Acquired control and make available the information referred to in paragraph 1.
For the purposes of this Article, the percentage of the controlling percentage of the controlling interest and the way in which it is calculated in the issuer is determined by the provisions of Article 4 of Chapter 2 of the Securities Markets Act.
When an alternative fund acquires control of a non-listed company, the manager of the alternative fund manager shall, in addition to the provisions of Articles 1 to 3, inform the company of its intention to do business.
The information referred to in paragraph 1 shall cover the intentions of the alternative fund for the future business of the non-listed company and the possible impact on employees, including relevant changes to the terms of employment.
The aifm shall keep the information referred to in paragraph 2 to the company from which the voting rights have been acquired and to the shareholders whose information and addresses are available to the manager or who may receive it From a non-listed company or from a register to which the attendant has access or access. The AIFM shall request the government of an unlisted company to inform the employees' representatives or, if there are no representatives, to the employees themselves without delay that the alternative fund managed by it has acquired control, and The information referred to in paragraph 2.
Where an alternative fund acquires control of a non-listed company, it shall, in addition to the provisions of Articles 1 to 3, provide financial supervision and information to investors in order to obtain control of the acquisition of control. Funding.
When an alternative fund acquires control of a non-listed company, the manager of the alternative fund manager shall draw up an activity report for the offeree company if it is not properly prepared.
The report shall include:
(1) a true and fair view of the performance and financial position of the company and their evolution during the reporting period;
(2) a description of significant events and transactions following the end of the financial year and their impact on the performance and financial position of the offeree company;
(3) a description of the significant risks and uncertainties related to the business of the offeree company;
4) Information in accordance with Chapter 8, Section 8 of the Companies Act.
Instead of including the information referred to in paragraph 2 for the activity report referred to in paragraph 1, the AIFM may include the information in the activity report pursuant to Chapter 11, Section 1.
The AIFM shall request the government of an unlisted company to inform the employees' representatives or, where there are no representatives, the activity report as defined in paragraph 2 without delay to the employees themselves.
The report shall be made available to workers and investors within the time limit set out in Section 6 of Chapter 3 of the Accounting Act. However, the activity report referred to in paragraph 3 shall be made available to workers and investors no later than six months after the end of the financial year.
Where the option fund referred to in Article 1 obtains control of a non-listed company or control of the issuer, the manager of the alternative fund manager shall, for a period of 24 months from the date of acquisition of: Control of the company or the issuer, by reasonable means to prevent the disposal of the company or the issuer from the assets.
In particular, the AIFM referred to in paragraph 1 shall not distribute the funds in contravention of the Companies Act.
For the purposes of this Article, the percentage of the controlling percentage of the controlling interest and the way in which it is calculated in the issuer is determined by the provisions of Article 4 of Chapter 2 of the Securities Markets Act.
The confidential information given in accordance with this Chapter shall be kept confidential by an employee representative or an expert representing workers, as provided for in Article 57 of the Law on Joint Action.
Subject to the Commission's delegated regulation, a decree of the Ministry of Finance provides for more detailed provisions for the implementation of the Directive on Alternative Investment Fund Managers, In order to avoid exhaustion, where the company from which control is acquired is not a limited liability company.
The authorised alternative fund manager may manage an alternative fund established in another EEA State, after having submitted a notification to the Financial Supervisory Board, which includes:
1) information from the EEA States in which it intends to manage the funds;
2) an action programme indicating the alternative fund it intends to treat and the services it intends to provide.
Where the activities under paragraph 1 are carried out by the establishment of a branch, the financial supervision before the start of the branch shall also be provided:
(1) the organisational structure of the branch;
(2) address information in order to obtain relevant documents in the home Member State of alternative funds;
3) information on the names and contact details of the person responsible for the management of the branch.
An alternative fund manager may commence treatment with an alternative fund established in the EEA State upon receipt of a notification from the Financial Supervisory Authority.
The AIFM shall inform the Financial Supervisory Board in writing of the change to the information under this Section at the latest one month before the date of the planned change or immediately after the unforeseeable change has occurred.
An EEA alternative fund manager may, without setting up a subsidiary undertaking or a branch, manage alternative funds in Finland under the same conditions as those authorised in accordance with this law.
The AIFM referred to in paragraph 1 may start treatment with the alternative fund in Finland after receiving a notification from the foreign EEA Surveillance Authority of its home Member State.
The authorised alternative fund manager shall have the right to market shares in the EEA State it manages in Finland as provided for in Chapter 12, Section 1.
The marketing of a non-professional customer is laid down in Chapter 13.
The authorised alternative fund manager may market the shares of an alternative fund established in the EEA State which he manages in another EEA State other than Finland, after having sent the English notification to the EEA State in English. An alternative fund which it intends to market in the EEA State and which contains the documents and information necessary for the assessment of the case.
Where an alternative fund established in the EEA State acts as a feed-in fund, the right referred to in paragraph 1 shall be subject to the condition that an alternative fund in the form of a targeted fund is also subject to an alternative fund established in the EEA State and managed by: An EEA alternative fund manager.
The AIFM may commence its marketing in the other EEA State in the EEA State, after receiving a notification from the Financial Supervisory Authority.
The AIFM shall inform the Financial Supervisory Board in writing of the change to the information under this Section at the latest one month before the date of the planned change or immediately after the unforeseeable change has occurred.
An investment firm may market the shares of an alternative fund established in the EEA State in another EEA State after the AIFM's AIFM has received a notification under Article 3 of the Financial Supervisory Authority; and In accordance with the provisions of this Article.
An EEA alternative fund manager may, without setting up a subsidiary undertaking or a branch, market shares in Finland for an alternative fund or an alternative fund established in the EEA State under the same conditions as that of this law. I've got an alternative fund manager. Marketing may commence once it has received marketing authorisation from the foreign EEA Surveillance Authority of its home Member State. In addition, if the shares are marketed only to professional clients, the financial supervision shall also provide information on the arrangements to prevent the marketing of aif shares to a non-professional customer.
The EEA alternative fund manager may market the shares of an alternative fund established in the EEA State in Finland only as provided for in paragraph 1.
Anyone who has the right to carry out orders within the meaning of Article 11 of Chapter 1 of the Investment Services Act in Finland may market shares in an alternative fund established in the EEA State in Finland only if that alternative fund manager is: Has received the notification from the EEA Surveillance Authority referred to in paragraph 1.
An EEA-registered alternative fund manager may market the shares of an alternative fund established in the EEA State to a professional client established in the EEA State after having made a written notification to the financial supervision. The notification shall include a statement that it:
(1) respects the marketing of the option fund, as provided for in Sections 2 to 11 of Chapter 12;
(2) respect the alternative fund marketed by Article 4, Chapter 11, Sections 1 and 2 and Chapter 1, Section 8 and Chapter 18 of Chapter 1.
Finland provides for the provision of shares in Finland in Chapter 12. The marketing of a non-professional customer is laid down in Chapter 13.
In the case of an EEA alternative fund manager who manages the alternative fund in Finland in accordance with Article 2 or provides an alternative fund in Finland in accordance with Article 5, it is entitled to provide an investment service in accordance with Article 2 (2) of Chapter 3 without being set up in Finland. A subsidiary or branch only with the permission of the Financial Supervisory Authority.
The EEA alternative fund referred to in paragraph 1 shall be entitled to provide ancillary services in accordance with Section 3 of Chapter 3 in Finland only in the context of the provision of an investment service under Article 2 (2) of Chapter 3 and only: With the approval of financial supervision.
The financial supervision authorisation referred to in paragraphs 1 and 2 shall provide an investment or ancillary service subject to:
(1) the home Member State of the EEA Alternative Fund shall mutually recognise the right of the aifm to provide investment and ancillary services;
(2) An EEA alternative fund manager has been notified under Article 2;
(3) An EEA alternative fund manager is authorised to provide the service in question by the foreign EEA Surveillance Authority of its home Member State;
4) The EEA alternative fund manager shall apply mutatis mutandis the Investment Services Act.
The AIFM referred to in paragraph 1 may not use the investment service to provide an investment service in Finland.
A decree of the Ministry of Finance may, subject to the Commission Delegated Regulation, be subject to the provisions of Article 4 (1) for the implementation of the Directive on Alternative Investment Fund Managers. The terms and conditions of the financial supervision referred to in Article 6 (3).
The authorised alternative fund manager is allowed to manage an alternative fund established in a third country. The AIFM shall comply with the requirements laid down in this Act, with the exception of Article 4 of Chapter 7, the obligation to provide the depositary and the obligation of Article 1 of Chapter 11 to draw up an activity report. In order to ensure effective exchange of information with the aim of ensuring effective exchange of information between the supervisory authorities of the third country of establishment of the financial supervision and the alternative fund, appropriate cooperation arrangements shall be established. Can carry out his duties.
The right to treat an alternative fund provided for in paragraph 1 does not include the right to market the alternative fund in the EEA States.
In Finland, the authorised alternative fund manager may market the contributions of an alternative fund to professional clients established in a third country, after having made a written notification to the Financial Supervisory Board. The notification shall include a statement that:
(1) the aifm complies with the marketing of the option fund, as provided for in Chapter 12;
(2) Appropriate arrangements for cooperation between the supervisory authorities and the supervisory authorities of the third country in which the alternative fund is established have been established in accordance with international standards for the supervision of systemic risk in order to: Ensure effective exchange of information to enable financial supervision to fulfil its tasks under the AIFM Directive;
(3) the third country where the alternative fund is established must not be included in the list of countries and territories to be defined by the Financial Action Task Force against money laundering and terrorist financing;
(4) there is an agreement between the third country of establishment of the alternative fund, and Finland, which is fully in line with the requirements laid down in Article 26 of the Organisation for Economic Cooperation and Development (Organisation for Economic Cooperation and Development) And to ensure effective exchange of information in tax matters;
(5) Whereas the AIFM has provided financial supervision with the corresponding entities in accordance with Chapter 15, Section 2 and Article 3.
Paragraph 1 shall also apply to the administrator of the EEA alternative fund, which has been introduced by the foreign EEA Surveillance Authority of the home Member State in accordance with the cooperation arrangement referred to in paragraph 1 (2).
The provisions of paragraphs 1 and 2 shall also apply to the input fund, the object of which is established in a third country.
The AIFM referred to in paragraphs 1 and 2 shall not be obliged to respect what is provided for in Article 4 of Chapter 7 or under Article 21 of the AIFM Directive elsewhere. To the extent that they concern an alternative fund established in a third country. In that case, the notification to the Financial Supervisory Authority in accordance with paragraph 1 shall examine how to ensure that one or more entities have been designated to manage the alternative Custody and other functions as referred to in Article 21 (7) to (9) of the IF Directive. The aifm is not allowed to carry out these tasks.
An alternative fund manager may start the marketing of shares in an alternative fund established in a third country after having received the notification from the Financial Supervisory Committee.
An investment firm, or an alternative fund manager who does not operate as an alternative fund manager, may market shares in a third country for professional clients in the EEA State After the AIFM concerned has received a notification under the financial supervision in accordance with paragraph 5, in accordance with the provisions of this Article.
In Finland, an alternative fund manager established in a third country may market the shares of an alternative fund established in the EEA State, established in the EEA State, or an alternative fund established in a third country, after having made it available to professional clients, A written notification to the financial supervision. The notification shall include a statement that:
(1) The aifm established in a third country respects each of its markets as regards the alternative fund, Article 3 (1) and (2) of Chapter 11, Article 2 (2) to (8), Chapter 17, Chapter 17 and Article 8 (1) of Chapter 1; , in addition to the alternative fund referred to in Chapter 18;
(2) International standards have been introduced between financial supervision, the supervisory authorities of the home Member State and the aifm and the supervisory authorities of the third country where the alternative fund is established. Appropriate cooperation arrangements for the supervision of systemic risk in order to ensure an efficient exchange of information allowing the supervision of the financial supervision of the tasks provided for in this Act;
(3) the third country, as the country of establishment of the alternative fund manager or alternative fund, shall not be included in the list of countries and territories as defined by the Financial Action Task Force to combat money laundering and terrorist financing;
(4) there is an agreement between the third country of establishment of the alternative fund, and Finland, which is fully in line with the requirements laid down in Article 26 of the Organisation for Economic Cooperation and Development (Organisation for Economic Cooperation and Development) And ensuring an efficient exchange of information on tax matters.
An alternative fund manager established in a third country may start marketing of an alternative fund established in the EEA State which is established in the EEA State, or the marketing of shares in a third country for professional clients Financial supervision notification.
An investment firm, or an alternative fund manager who does not deal with an alternative fund within the meaning of this Article, may market shares in that aif to professional clients in the EEA State after: The AIFM established in the third country of the aif in question has received a notification under Article 2 of the Financial Supervisory Regulation and in accordance with the provisions of this Article.
Notwithstanding the provisions of Section 4 of Chapter 7 on the disposal of custody, the AIFM may designate an alternative fund established in a third country, established in a third country or established in Finland The depositary.
When appointing a depositary established in a third country, the AIFM shall ensure that the depositary and the country of establishment of the depositary satisfy the following conditions of supervision, information exchange, regulation and liability:
(1) The financial supervision and the supervisory authorities of the third country where the depositary is established have established appropriate cooperation arrangements in accordance with international standards to monitor systemic risk in order to: Ensure effective exchange of information to enable financial supervision to fulfil its tasks under the AIFM Directive;
(2) depositaries are subject to effective prudential regulation, minimum capital requirements and supervision which are equivalent to EU harmonised legislation and are effectively enforced;
(3) the third country where the depositary is established shall not be included in the list of countries and territories to be determined by the Financial Action Task Force against money laundering and terrorist financing;
(4) there is an agreement between the third country of establishment of the depositary and the Republic of Finland, which is fully in line with the requirements laid down in Article 26 of the Organisation for Economic Cooperation and Development (Organisation for Economic Cooperation and Development) and Article 26; Ensure efficient exchange of information in tax matters;
(5) In accordance with Article 21 (12) and (13) of the Directive on Alternative Investment Fund Managers, the depositary shall, on the basis of the contract, be liable to the aif or to investors of that fund; Comply with Article 21 (11).
The provisions of this Chapter shall not affect the investor's right to invest in aif established in the third country of its choice. The professional customer may, by written agreement, waive the right of access to information to the administrator of alternative funds established in accordance with Article 4 (5) and a third country alternative fund established in a third country.
Financial supervision shall be publicly available to the public in respect of alternative funds established in a third country whose marketing in Finland has been notified under Article 2 or 3 of the notification and of their managers.
Notwithstanding the provisions of Chapter 12 or of this Chapter, the aifm established in a third country may report investments to an investor without any restrictions.
Following the entry into force of the Commission Delegated Regulation referred to in Article 67 of the AIFM Directive, the provisions of Articles 35 and 37 to 41 of that Directive shall apply.
The Commission Delegated Regulation lays down criteria for assessing the prudential regulation and supervision applicable to a depositary established in a third country and laying down specific rules for third countries.
Compliance with this law and its provisions and regulations shall be subject to the supervision of financial supervision as provided for in this Act and the Law on Financial Supervision.
Financial supervision is supervised by a depositary in accordance with this law.
Financial supervision may require an individual alternative fund manager, in addition to the information specified in this Act, to other information, if necessary for the control and management of systemic risks, as required by the Financial Supervisory Authority. The law provides. Financial supervision shall inform the European Securities and Markets Authority of additional additional information requirements in Section 3 of Chapter 7.
The obligation of financial supervision to cooperate with the consumer ombudsman under the supervision of customer protection is laid down in Chapter 5 of the Law on Financial supervision.
Financial supervision shall, before imposing the restriction referred to in Article 17 (4) (2) or (3) of Chapter 17, make a notification to the European Securities and Markets Authority and the European Systemic Risk Board, and To the foreign EEA Surveillance Authority.
The notification shall be made 10 business days before the proposed action is due to enter into force or is to be renewed.
The notification shall contain information on the proposed action, the justification for the action and the indication of when the action is to enter into force or be new. Financial supervision may, in exceptional circumstances, decide that the proposed action will enter into force before the expiry of the period provided for in paragraph 2.
If the financial supervision is carried out by a measure referred to in paragraph 1 which the European Securities and Markets Authority has objected to in its opinion, it shall inform the European Securities and Markets Authority and give the reasons for its decision. The argument is public.
Financial supervision shall, upon receipt of a notification under Article 1 (1) of Chapter 19, verify whether the aifm complies with this law in carrying out the option fund and covering its authorisation under the operational programme annexed to its notification. The treatment of alternative funds. Within one month of receipt of full notification, financial supervision shall provide all documents to the competent authorities of the host Member State addressed to the host Member State. In the same case, an opinion shall be provided that the notifier is authorised as an alternative fund manager under this law.
Where the activities provided for in Chapter 19 are carried out by establishing a branch, instead of the time limit referred to in paragraph 1, the financial supervision shall, within two months of receipt of the complete notification, forward all documents to the The competent authorities of the host Member State.
Upon submission of the information, the financial supervision shall immediately inform the administrator of the alternative funds.
Financial supervision shall, after receiving the notification referred to in Article 1 (1) or Article 19 (3) of Chapter 19, verify whether the aifm complies with this law in the performance of the alternative fund. The financial supervision shall, within 20 business days of receipt of full notification, notify the decision to the aifm. At the same time, financial supervision shall inform the foreign EEA supervisory authority of the home Member State of the alternative fund.
Financial supervision shall, after receiving the notification under Article 4 (4) of Chapter 19, verify whether the AIFM complies with this law in the course of the exercise of the option fund. Within 20 business days of receipt of the complete notification, the financial supervision shall provide the documentation and information to the foreign EEA Surveillance Authority of the EEA State in which the alternative fund is to be marketed. At the same time, financial supervision must provide an opinion in English that the aifm is authorised to manage the fund in accordance with a specific investment policy. At the same time, financial supervision shall inform the foreign EEA Surveillance Authority of the EEA State where the alternative fund is located.
The financial supervision shall be accompanied by the documentation and information provided without delay to the alternative fund manager.
Financial supervision shall assess the planned amendments after having received the notification referred to in Article 1 (4), Article 1 (4) or Article 4 (4) of Chapter 12.
If the changes are acceptable and financial supervision can ensure that the aifm complies with this law or with the provisions adopted pursuant to it, the financial supervision shall, without delay, notify the To the nurse that it does not intend to ban any change. Where appropriate, financial supervision shall inform the foreign EEA Surveillance Authority of the other EEA State.
If, on the basis of the proposed change, the aifm would no longer comply with this law or its provisions adopted pursuant to it, the financial supervision shall be prohibited.
If the planned change is carried out in spite of the ban or if another circumstance has arisen that the AIFM no longer complies with this law or with the provisions adopted pursuant to it, the financial supervision shall take the appropriate steps to: Measures under Chapter 3 of the law on financial supervision and, where appropriate, prohibit the management of alternative funds and the provision of shares in all EEA States.
Where the financial supervision receives a notification pursuant to Article 5 (3) of Chapter 3, it shall require the AIFM concerned to take the necessary steps to ensure that the alternative fund or the other entity acting on its behalf complies with: Obligations laid down in this Act.
If the alternative fund does not comply with the obligations laid down in this Act within a reasonable time from the requirement laid down in paragraph 1, the financial supervision shall, by decision, prohibit the aifm concerned from the alternative fund concerned. Treatment. In this case, the Fund shall no longer be marketed in Finland or any other EEA State prior to the appointment of an alternative fund manager under this law. Furthermore, the alternative fund established in a third country and which does not have an alternative fund manager shall not be marketed in Finland or in any other EEA State. Financial supervision shall immediately inform the foreign EEA supervisory authorities of the Member State's home Member State of the prohibition, as well as the foreign EEA supervisory authorities of the EEA States, in which the aifm manages Alternative funds are being marketed.
Financial supervision may request access to the information which the depositary or a special depositary, pursuant to this law, has obtained in the performance of its duties, if necessary for the purposes of carrying out the supervisory tasks entrusted to the Financial Supervisory Authority.
The information referred to in paragraph 1 on the right to financial supervision is laid down in Article 18 of the Financial Supervisory Law.
Financial supervision shall assess the request for measures within the meaning of Article 47 of the European Securities and Markets Authority's Alternative Investment Fund Managers and take appropriate measures accordingly.
The measures shall effectively address the threat to the orderly functioning and integrity of financial markets or the stability of the whole or part of the financial system in the EEA States, or significantly improve the ability of the competent authorities to control Threat. The measures must not create a risk of regulatory arbitrators or adversely affect the efficiency of financial markets.
Otherwise, in cooperation with the European Securities and Markets Authority, the provisions of Article 3a of the Financial Supervisory Law shall be complied with.
Financial supervision shall provide the foreign EEA Surveillance Authority with information relevant to the monitoring and prevention of the potential impact of alternative fund managers on the financial system The stability of credit institutions, insurance institutions and investment firms and the orderly functioning of the market on the markets in which those aifm operate. The information shall also be transmitted to the European Securities and Markets Authority and the European Systemic Risk Board.
Financial supervision shall provide aggregated information on the activities of the aifm to the European Securities and Markets Authority and the European Systemic Risk Board if the conditions laid down in Article 35 of the ESMA Regulation Are fulfilled.
Otherwise, the exchange of information shall respect the provisions of Article 52 of the Financial Supervisory Law.
Financial supervision may request a foreign EEA supervisory authority to cooperate in the context of an investigation, supervisory activities or an audit of the AIFM in the EEA State, in accordance with the Within the limits of their powers. Financial supervision may request the official to attend the examination.
Where financial supervision receives a request for verification or investigation from a foreign EEA supervisory authority in Finland, it shall carry out the verification or investigation itself.
For specific reasons, financial supervision may authorise the official of the foreign EEA Surveillance Authority, as referred to in paragraph 2, to be present at the on-the-spot check or to participate in the investigation.
Financial supervision may refuse to cooperate with the foreign EEA Surveillance Authority on the basis of the criteria laid down in Article 53 of the Financial Supervisory Law.
Financial supervision will ensure that the EEA alternative fund manager, who manages the alternative fund in Finland or markets alternative fund shares in Finland via a branch, complies with Section 1 of Chapter 6 and Articles 5 and 6 of Chapter 7.
The disagreement between the financial supervision and the foreign EEA Surveillance Authority on the European Securities and Markets Authority is governed by Article 50b of the Financial Supervisory Law.
Financial supervision shall organise the cooperation necessary for the supervision of this law with the third country supervisory authority as provided for in Article 54 of the Financial Supervisory Law.
Financial supervision shall make public the list of the supervisory authorities of the third country with which it has introduced the cooperation arrangements referred to in paragraph 1.
Financial supervision shall respect personal data processing, storage and transfer of personal data.
Financial supervision shall preserve personal data obtained in the performance of tasks under this Act, but for a maximum period of five years.
Financial supervision may transfer to a third country the information and analyses obtained in the performance of tasks under this law, on a case-by-case basis, if the conditions laid down in Chapter 5 of the Personal Data Act are met and are satisfied that the transfer Is necessary under the supervision of the aifm Directive. Data can only be transmitted on condition that they are not carried forward without the written authorisation of the financial supervision.
All information that Financial supervision receives from the European Securities and Markets Authority, the foreign EEA Surveillance Authority, the European Banking Authority, the European Insurance and Occupational Pensions Authority or the European Systemic Risk Board, In accordance with the Directive on Alternative Investment Fund Managers, unless the European Securities and Markets Authority or the competent authority or other relevant authority or body does not disclose information, it shall be considered confidential. Or if they are handed over to the prosecutor of Finland or other EEA State; - Or the pre-trial authority for the purpose of preventing and clarifying the offence.
The public and confidentiality of the document held by financial supervision shall otherwise be subject to the law of the public authorities (18/09/1999) And Article 71 of the Financial Control Act.
The Commission Delegated Regulation provides for the exchange of information on possible effects on the financial system.
The provisions referred to in Article 38 (1) (2) of the Financial Control Act, the non-compliance or infringement of which are imposed on the managers of alternative funds, are:
(1) the provisions of Article 6 of Chapter 12 on the obligation to inform the investor and the provisions of Article 7 of the obligation to comply with the information on the investment in the investment of investors;
2. The provisions of Article 1 of Chapter 17 on the limits of the leverage and the provisions of Article 3 on the obligation to provide information to a significant degree when using leverage;
(3) Articles 1 to 6 of Chapter 18 of the obligation of notification and information.
In addition to the provisions referred to in Article 38 (1) (2) of the Financial Supervision Act, the provisions referred to in Article 38 (1) and (2) of the Law on Financial Supervision are also subject to more detailed provisions and provisions The provisions of the Commission regulations adopted under the Investment Fund Managers Directive.
The provisions referred to in Article 40 (1) of the Financial Control Act, the failure or infringement of which are subject to penalties for the managers of alternative funds, are:
(1) the provisions of Article 5 of Chapter 4 of the obligation to notify the essential changes to the conditions for authorisation;
2. The provisions of Article 2 of Chapter 6 of the minimum capital, the provisions of Article 4 concerning the coverage of liability risks and the provisions of Article 5 on the management and reliability of the alternative fund;
(3) the provisions of Article 1 of Chapter 7 on resources, Article 2 of the management and control arrangements, the provisions of Article 4 concerning the appointment of a depositary, the provisions of Article 6 on the management of conflicts of interest and the provisions of Article 7 on the remuneration system;
4. The provisions of Article 1 of Chapter 8 on the organisation of risk management, the provisions of Article 2 on the specific nature of risk management, the provisions of Article 3 on risk management measures and the provisions of Article 6 on the management of liquidity risk;
(5) the provisions of Chapter 9, Article 3, on the method to be used for the valuation;
6) the provisions of Chapter 10, Section 2, on the conditions for outsourcing of activities;
(7) Article 1 of Chapter 11 on the annual accounts and the activity report;
(8) the provisions of Article 3 of Chapter 12 concerning unfair and misleading marketing, Article 4 of the obligation to provide information to investors, the provisions of Article 5 on a regular reporting obligation and the provisions of Article 8 on customer knowledge;
(9) the provisions of Article 1 (1) and (3) of Chapter 13 on the conditions for the marketing of aif to a non-professional customer, the provisions of Article 4 on the key investor information and the provisions of Article 5 on the additional information and language of the key investor information document;
10. The provisions of Article 7 of Chapter 18 on the exhaustion of the company;
(11) Article 4 of Chapter 20 of the depositary.
In addition, the provisions referred to in Article 40 (1) of the Financial Supervision Act, the failure to act or the imposition of penalties for the depositary in accordance with this law are:
(1) the provisions of Chapter 10, Section 3, on the outsourcing of activities;
(2) the provisions of Chapter 14, Article 2, on the management of conflicts of interest;
3. The provisions of Article 2 of Chapter 15 on depositary functions, the provisions of Article 3 of the depositary, the provisions of Article 5 on the outsourcing of the depositary and the provisions of Article 6 on the notification of the depositary to the Financial Supervisory Authority.
The provisions and decisions referred to in Article 40 (1) of the Financial Supervisory Law are, in addition to the provisions laid down in paragraphs 1 and 2, the provisions of Article 9 of Chapter 7 on the notification requirement for the acquisition and transfer of shares and financial supervision. By a decision adopted pursuant to Article 32a of the Act concerning the prohibition of the acquisition of a holding and the decision to restrict the rights of the shares pursuant to Article 32c. (88/2014/627)
In addition to the provisions referred to in Article 40 (1) of the Law on Financial Supervision, the provisions referred to in Article 40 (1) and (2) (2) (1) and (2) of the Law on Financial Supervision are also subject to the provisions referred to in Article 40 (1) and (2). The provisions of the Commission regulations adopted under the aifm Directive.
Infringements of the provisions referred to in paragraph 1 (7) and (8) may also be imposed on an EEA alternative fund manager.
The imposition, publication, enforcement and handling of administrative penalties under market law are laid down in Chapter 4 of the Law on Financial supervision.
Appeal against the decision of the Financial Supervisory Authority under this Act to be governed by the law on administrative law (18/06/1996) And Article 73 of the Financial Control Act.
Every deliberate or gross negligence
1) to manage the alternative fund in violation of Chapter 3, Article 1, Article 1, Article 1, Article 1, or Chapter 20, Chapter 20, of Chapter 20,
(2) manage the Alternative Fund, contrary to the decision to withdraw the authorisation referred to in Article 26 of the Law on Financial Supervision, or contrary to the decision limiting the activities of the authorisation referred to in Article 27 of that law,
(3) markets alternative fund shares to professional or non-professional clients in violation of Article 19 (1) or Article 4 or Article 2 of Chapter 19;
(4) use the designation referred to in Section 4 of Chapter 3, in breach of that provision, as an activity or otherwise; or
(5) carry out the storage of aif in breach of Article 1 (1) or (3) (1) to (3) of Chapter 14;
Shall be condemned, unless the act is minor or is not subject to a heavier penalty imposed by law elsewhere, On the alternative fund test A fine or a maximum of one year in prison.
Penalty for breach of the obligation of professional secrecy laid down in Section 11 or Article 15 of Chapter 21 of Chapter 21 Chapter 38 of the Criminal Code In accordance with Articles 1 and 2, unless an act is subject to a heavier penalty elsewhere in the law.
The penalty for breach of the obligation to notify a customer as referred to in Article 8 (1) or Article 8 (3) of Chapter 12 of Chapter 12 provides for the prevention and detection of money laundering and terrorist financing Articles 40 and 42 of the Act.
The AIFM and the EEA alternative fund manager shall be obliged to make good the damage caused to the investor or any other person caused by negligence or negligence on the basis of the Or by a procedure contrary to the provisions of the Commission regulations adopted on the basis of the provisions of the aifm Directive.
A member of the board of directors of alternative funds and the board of trustees of the EEA Alternative Fund, and the Executive Director, shall be required to pay compensation for the damage they have committed intentionally or negligently to the alternative fund manager, The shareholder or any other person in breach of the provisions of this law or of provisions adopted pursuant to this law. The provisions of this paragraph shall not apply to the damage to the extent that they have been caused by infringement of Article 3, Article 5 (1), Article 6 (1) or (2) or Article 7 of Chapter 7.
The shareholder of the alternative fund manager and the trustee of the EEA alternative fund shall be liable to compensate for the damage he is contributing to the infringement of this law or of any provisions adopted pursuant to it, or Negligence on the part of an alternative fund manager, shareholder or other person. The provisions of this paragraph shall not concern the damage to the extent that they have been caused by infringement of Article 3, Article 5 (1) and (2) or Article 7 of Chapter 7.
Paragraph 1 shall also apply to the obligation to replace the damage suffered by the AIFM in accordance with the provisions of Chapter 10. The liability of the auditor is laid down in Section 3 of Chapter 10 of the Court of Auditors. (18/09/1214)
L to 1214/2015 The amended paragraph 4 shall enter into force on 1 January 2016. The previous wording reads:
Paragraph 1 shall also apply to the obligation to replace the damage suffered by the AIFM in accordance with the provisions of Chapter 10. The statutory auditor's liability is governed by Article 51 of the Court of Auditors.
Paragraph 1, which provides for an obligation to replace the damage, shall also apply to an investment firm, a credit institution or any other person who shares the shares of the alternative funds in the marketing of:
(1) given false or misleading information or failed to correct such information in accordance with Article 3 (3);
(2) failed to comply with the obligation to provide information to the investor in accordance with Article 4 (5) of Chapter 12.
The settlement of damages and the distribution of liability between two or more liability is laid down in Chapters 2 and 6 of the Act on Damage.
The aifm and professional clients may agree otherwise in respect of liability under this section.
After the entry into force of this law, the AIFM shall be able to demonstrate that it has taken adequate measures in accordance with the provisions of this Law and of the provisions and regulations adopted pursuant to this law and of the AIFMs, as provided for in Chapter 3 to 5 To comply with the regulations and decisions of the European Commission adopted on the basis of the Directive.
The AIFM shall submit an application for the authorisation or registration of an alternative fund manager for the purposes of financial supervision and to bring its action into conformity with this law by 22 July 2014.
If the application referred to in paragraph 2 has not been submitted by 22 July 2014, the exercise shall be discontinued at the latest.
Upon entry into force of the law, the pending application for authorisation shall be completed in accordance with the requirements of the law.
An alternative fund manager who manages a closed alternative fund, which has not made any additional investments after 22 July 2013, is not considered to be a licensed or registered alternative fund manager. Such an alternative fund manager shall inform the financial supervision of the alternative fund at the latest one month after the entry into force of this Act.
The provisions laid down in paragraph 1 shall also apply to the managers of alternative funds, the period of which the subscription period for closed and temporary alternative funds has expired before 22 July 2013 and the deadline expires at the latest 22 Date of July 2016. In addition, managers of such aif shall comply with the provisions set out in Chapters 11 and 18.
Notwithstanding the provisions of Article 1 of Chapter 14, the foreign EEA credit institution referred to in Article 7 (3) of Chapter 1 of the Law on the operation of credit institutions may be designated as depositary subject to the supervision of the Financial Supervisory Authority until 22 July 2017. The EEA credit institution shall then comply with the provisions of the EEA State where it has been implemented in accordance with Article 21 of the AIFM Directive. (88/2014/627)
Financial supervision shall grant the authorisation referred to in paragraph 1 on application by the aifm. Financial supervision may be refused if it cannot ensure adequate access to information from a depositary or a foreign EEA supervisory authority.
Notwithstanding the provisions of Section 1 of Chapter 12 or Article 19 (3) or (5) of Chapter 19, the marketing of the units of aif established in the EEA State to professional clients may be extended until 22 July 2014 if: Marketing has started before the entry into force of this Act and a notification has been issued for the marketing of the financial supervision at the latest one month after the entry into force of this Act. No notification is required if the marketing of the alternative fund has been notified in accordance with Section 19 of Chapter 19.
Notwithstanding the provisions of Article 2 of Chapter 20, the manager of the alternative fund or the EEA alternative fund manager may, until 22 July 2014, market an alternative fund established in a third country for professional Customers if marketing has started before the entry into force of this Act and a notification has been issued for the marketing of the financial supervision at the latest one month after the entry into force of this Act.
Notwithstanding the provisions of Article 3 of Chapter 20, an aifm established in a third country may, until 22 July 2014, market access to an alternative fund or third country established in the EEA State which it manages. If the marketing has started before the entry into force of this Act and a declaration on the marketing of the financial supervision has been issued prior to the entry into force of this Law, and Entry into force.
The notification referred to in paragraphs 1 to 3 shall contain an explanation of compliance with the general principles set out in Section 1 of Chapter 6 and the operating procedures set out in Section 12 (2) and (3).
The provisions of Chapters 12 and 13 shall not apply to the provision to the public of an alternative fund or an alternative fund established in the EEA State to the public before the entry into force of this Act in Chapter 4 of the Securities and Markets Act. As long as the prospectus is valid.
Externally resident alternative fund managers who have been authorised before the entry into force of this law to market an alternative fund in Finland will continue to do so in order to continue the marketing of that alternative fund under conditions in force in Finland Shows that, by 22 July 2014, the conditions set out in Chapter 20, Section 3, are fulfilled by the Financial Supervisory Authority.
Notwithstanding the provisions of Chapters 12 or 13, an authorised management company within the meaning of Article 1 (1) and has applied for authorisation or registration within the time limit laid down in Article 1 (2), may before The granting or registration of a special investment fund for a professional or non-professional client where the special investment fund has started operations before the entry into force of this Act or the financial supervision is Laid down the rules of the special fund.
The authorised management company within the meaning of the Investment Fund Act, which shall be subject to the limits laid down in Chapter 1, Article 2, of the sum of the assets of the special investment funds managed by the Special Investment Fund (IFs), shall also be entitled to market them without authorisation under this law. The special investment funds they manage for non-professional clients which it has, before the entry into force of this law, could, according to its rules laid down by the Financial Supervisory Authority, offer non-professional customers.
The authorised management company referred to in the Investment Fund Act shall not be obliged to take the measures referred to in Article 1 (1), to apply for the authorisation of an alternative fund manager or to register for financial supervision if it is before 1 -measures taken before the expiry of the period laid down in Article 2 (2), prior to the date of entry into force of this Act, for the conversion of special investment funds to the investment fund as referred to in the IFs. If the special investment fund referred to in this paragraph has not been converted into an investment fund by 22 July 2014, its shares may be offered before the conversion has been effected only if the financial supervision has been validated by the Rules of the special fund.
The management company, in accordance with the Investment Fund Act, may establish a new special investment fund after the entry into force of this Act, but before 22 July 2014 only if, when the special investment fund is established and in the performance of that fund, it complies with: 1. § provides.
Before the entry into force of this Act, a special investment fund which, according to its rules, does not contain less than 10 shares, cannot be converted into a special investment fund in accordance with Article 27 of the Investment Fund Act, which may include: Less than 10 owners of shares.
Following the entry into force of this Act, the AEA AIFM, an EEA-registered alternative fund manager and an alternative fund manager established in a third country must be able to demonstrate that it has taken adequate measures to: Comply with the law and the provisions adopted pursuant to it and the European Commission regulations and decisions adopted on the basis of the Directive on Alternative Investment Fund Managers.
The EEA AIFM, the AEA-registered alternative fund manager and the aifm established in a third country shall bring their activities into line with this law by 22 July 2014.
The aifm shall report to the financial supervision by 22 July 2014, to which institution referred to in Article 7 (1) of Chapter 6, or by which institution it has issued in accordance with Article 7 (1) and (2) A recommendation that the AIFM has undertaken to comply with.
Article 3 (4) of Chapter 8 of this Law shall be complied with 18 months after the date of application of Directive 2003 /41/EC on the activities and supervision of institutions for occupational retirement provision (2003 /41/EC) Directive 2009 /65/EC on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment (ucits) and the aifm Directive 2011 /61/EU amending for excessive credit ratings Directive 2013 /14/EU of the European Parliament and of the Council as regards support.
The provisions of Section 6 of Chapter 6 of this Act shall apply to the entry into force of the law of the AIFM after the entry into force of the law of the first full financial year.
The provisions of Chapter 11 of this Act shall apply after the entry into force of the law of the Pension Fund for the financial statements of the first full financial year, the activity report and the audit.
The financial supervision shall, upon application, take a decision within a reasonable time on how important a matter for the integrity of the law or of supervisory practice, in particular in relation to the guidance or recommendation of the European Securities and Markets Authority, is Resolve. In particular, the decision may concern whether, at the time of entry into force of the law:
(1) conduct the operation of alternative funds requiring authorisation under this law; or
(2) the alternative fund managed by the alternative fund shall be considered open or closed.
The application for a decision under paragraph 1 shall be submitted by 22 April 2014.
The decision of the financial supervision in accordance with paragraph 1 shall be binding on the financial supervision as long as the factors underlying the decision are not materially altered.
Notwithstanding the provisions of paragraph 2, the financial supervision shall take a decision in accordance with paragraph 1 if the applicant initials or plans to start the treatment of an alternative fund after the entry into force of this law.
This Act shall enter into force on 15 March 2014.
THEY 94/2013 , TaVM 38/2013, PeVL 43/2013, EV 4/2014, Directive 2011 /61/eu of the European Parliament and of the Council; (32011L0061); OJ L 174, 1.7.2011, p. 1This Act shall enter into force on 15 August 2014.
THEY 39/2014 , TaVM 6/2014, EV 62/2014
This Act shall enter into force on 1 January 2016.
THEY 254/2014 , TaVM 34/2014, EV 371/2014
