Review
1. By 22 July 2017, the Commission shall, on the basis of public consultation and in the light of the discussions with competent authorities, start a review on the application and the scope of this Directive. That review shall analyse the experience acquired in applying this Directive, its impact on investors, AIFs or AIFMs, in the Union and in third countries, and the degree to which the objectives of this Directive have been achieved. The Commission shall, if necessary, propose appropriate amendments. The review shall include a general survey of the functioning of the rules in this Directive and the experience acquired in applying them, including:
(a) the marketing by EU AIFMs of non-EU AIFs in the Member States taking place through national regimes;
(b) the marketing of AIFs in the Member States by non-EU AIFMs taking place through national regimes;
(c) the management and marketing of AIFs in the Union by AIFMs authorised in accordance with this Directive taking place through the passport regime provided for in this Directive;
(d) the marketing of AIFs in the Union by or on behalf of persons or entities other than AIFMs;
(e) the investment into AIFs by or on behalf of European professional investors;
(f) the impact of the depositary rules set out in Article 21 on the depositary market in the Union;
(g) the impact of the transparency and reporting requirements set out in Articles 22 and 24, 28 and 29 on the assessment of systemic risk;
(h) the potential adverse impact on retail investors;
(i) the impact of this Directive on the operation and viability of the private equity and venture capital funds;
(j) the impact of this Directive on the investor access in the Union;
(k) the impact of this Directive on investment in or for the benefit of developing countries;
(l) the impact of this Directive on the protection of non-listed companies or issuers provided by Articles 26 and 30 of this Directive and on the level playing field between AIFs and other investors after the acquisition of major holdings in or control over such non-listed companies or issuers.
When reviewing marketing and/or management of AIFs referred to in points (a), (b) and (c) of the first subparagraph, the Commission shall analyse the appropriateness of entrusting ESMA with further supervisory responsibilities in this area.
2. For the purposes of the review referred to in paragraph 1, Member States shall provide the Commission annually with information on the AIFMs that are managing and/or marketing AIFs under their supervision, either under the passport regime provided for in this Directive, or under their national regimes, with an indication of the date on which the passport regime has been transposed and, if relevant, applied, in their jurisdiction.
ESMA shall provide the Commission with information on all the non-EU AIFMs that have been authorised or have requested authorisation in accordance with Article 37.
The information referred to in the first and second subparagraphs shall include:
(a) information on where the AIFMs concerned are established;
(b) if applicable, identification of the EU AIFs managed and/or marketed by them;
(c) if applicable, identification of the non-EU AIFs managed by EU AIFMs but not marketed in the Union;
(d) if applicable, identification of the non-EU AIFs marketed in the Union;
(e) information on the applicable regime, whether national or Union, under which the relevant AIFMs are performing their activities; and
(f) any other information relevant to the understanding of how the management and the marketing of AIFs by AIFMs in the Union operates in practice.
3. The review referred to in paragraph 1 shall take due account of developments at international level and discussions with third countries and international organisations.
4. After finalising its review, the Commission shall, without undue delay, submit a report to the European Parliament and the Council. If appropriate, the Commission shall make proposals, including amendments to this Directive, taking into account the objectives of this Directive and its effects on investor protection, market disruption and competition, the monitoring of systemic risk and potential impacts on investors, AIFs or AIFMs in the Union and in third countries.
Other review
1. By 16 April 2029 and following the report produced by ESMA in accordance with Article 7(8), the Commission shall initiate a review of the functioning of the rules laid down in this Directive and the experience acquired in applying them. That review shall include an assessment of the following aspects:
(a) the impact on financial stability of the availability and activation of liquidity management tools by AIFMs;
(b) the effectiveness of the AIFM authorisation requirements in Articles 7 and 8 as regards the delegation regime laid down in Article 20 of this Directive, in particular with regard to preventing the creation of letter-box entities in the Union;
(c) the appropriateness of the requirements applicable to AIFMs managing AIFs which originate loans laid down in Article 15 and Article 16(2a) and (2f);
(d) the functioning of the derogation allowing the appointment of a depositary established in another Member State as set out in Article 21(5a) and the potential benefits and risks, including the impact on investor protection, on financial stability, on supervisory efficiency and on the availability of market choices, of amending the scope of that derogation, in line with the objectives of the capital markets union;
(e) the appropriateness of the requirements applicable to AIFMs managing an AIF at the initiative of a third party as laid down in Article 14(2a) and the need for additional safeguards to prevent circumvention of those requirements, and, in particular, whether the provisions of this Directive on conflicts of interest are effective and appropriate in order to identify, manage, monitor and, where applicable, disclose conflicts of interest arising from the relationship between the AIFM and the third-party initiator;
(f) the appropriateness and impact on investor protection of the appointment of at least one non-executive or independent director to the governing body of the AIFM, where it manages AIFs marketed to retail investors.
2. By 16 April 2026, ESMA shall submit to the Commission a report regarding the development of the integrated collection of supervisory data, which shall focus on how to:
(a) reduce areas of duplication and inconsistencies between the reporting frameworks in the asset-management sector and other sectors of the financial industry; and
(b) improve data standardisation and efficient sharing and use of data already reported within any Union reporting framework by any relevant competent authority, at Union or national level.
3. When preparing the report referred to in paragraph 2, ESMA shall work in close cooperation with the European Central Bank, the other ESAs and the competent authorities.
4. Following the review referred to in paragraph 1, and after consulting ESMA, the Commission shall submit a report to the European Parliament and to the Council presenting the conclusions of that review.