AIFMs — legal persons whose regular business is managing one or more AIFs (b)

AIFs — collective investment undertakings, including investment compartments thereof, which: raise capital from a number of investors, with a view to investing it in accordance with a defined investment policy for the benefit of those investors; and do not require authorisation pursuant to Article 5 of Directive 2009/65/EC (a)

carried interest — a share in the profits of the AIF accrued to the AIFM as compensation for the management of the AIF and excluding any share in the profits of the AIF accrued to the AIFM as a return on any investment by the AIFM into the AIF (d)

close links — a situation in which two or more natural or legal persons are linked by: participation, namely ownership, directly or by way of control, of 20 % or more of the voting rights or capital of an undertaking; control, namely the relationship between a parent undertaking and a subsidiary, as referred to in Article 1 of the Seventh Council Directive 83/349/EEC of 13 June 1983 on consolidated accounts OJ L 193, 18.7.1983, p. 1. , or a similar relationship between a natural or legal person and an undertaking; for the purposes of this point a subsidiary undertaking of a subsidiary undertaking shall also be considered to be a subsidiary of the parent undertaking of those subsidiaries. A situation in which two or more natural or legal persons are permanently linked to the same person by a control relationship shall also be regarded as constituting a ‘close link’ between such persons (e)

competent authorities — the national authorities of Member States which are empowered by law or regulation to supervise AIFMs (f)

competent authorities of the EU AIF — the national authorities of a Member State which are empowered by law or regulation to supervise AIFs (h)

control — borrowed from another act; this instrument states no meaning of its own (i)

employees — borrowed from another act; this instrument states no meaning of its own (ai)

established — for AIFMs, ‘having its registered office in’; for AIFs, ‘being authorised or registered in’, or, if the AIF is not authorised or registered, ‘having its registered office in’; for depositaries, ‘having its registered office or branch in’; for legal representatives that are legal persons, ‘having its registered office or branch in’; for legal representatives that are natural persons, ‘domiciled in’ (j)

EU AIF — an AIF which is authorised or registered in a Member State under the applicable national law; or an AIF which is not authorised or registered in a Member State, but has its registered office and/or head office in a Member State (k)

EU AIFM — an AIFM which has its registered office in a Member State (l)

feeder AIF — an AIF which: invests at least 85 % of its assets in units or shares of another AIF (the ‘master AIF’); invests at least 85 % of its assets in more than one master AIFs where those master AIFs have identical investment strategies; or has otherwise an exposure of at least 85 % of its assets to such a master AIF (m)

financial instrument — an instrument as specified in Section C of Annex I to Directive 2004/39/EC (n)

holding company — a company with shareholdings in one or more other companies, the commercial purpose of which is to carry out a business strategy or strategies through its subsidiaries, associated companies or participations in order to contribute to their long-term value, and which is either a company: operating on its own account and whose shares are admitted to trading on a regulated market in the Union; or not established for the main purpose of generating returns for its investors by means of divestment of its subsidiaries or associated companies, as evidenced in its annual report or other official documents (o)

home Member State of the AIF — the Member State in which the AIF is authorised or registered under applicable national law, or in case of multiple authorisations or registrations, the Member State in which the AIF has been authorised or registered for the first time; or if the AIF is neither authorised nor registered in a Member State, the Member State in which the AIF has its registered office and/or head office (p)

home Member State of the AIFM — the Member State in which the AIFM has its registered office; for non-EU AIFMs, all references to ‘home Member State of the AIFM’ in this Directive shall be read as the ‘Member State of reference’, as provided for in Chapter VII (q)

host Member State of the AIFM — any of the following: a Member State, other than the home Member State, in which an EU AIFM manages EU AIFs; a Member State, other than the home Member State, in which an EU AIFM markets units or shares of an EU AIF; a Member State, other than the home Member State, in which an EU AIFM markets units or shares of a non-EU AIF; a Member State, other than the Member State of reference, in which a non-EU AIFM manages EU AIFs; a Member State, other than the Member State of reference, in which a non-EU AIFM markets units or shares of an EU AIF; or a Member State, other than the Member State of reference, in which a non-EU AIFM markets units or shares of a non-EU AIF (r)

initial capital — funds as referred to in points (a) and (b) of the first paragraph of Article 57 of Directive 2006/48/EC (s)

issuer — an issuer within the meaning of point (d) of Article 2(1) of Directive 2004/109/EC where that issuer has its registered office in the Union, and where its shares are admitted to trading on a regulated market within the meaning of point (14) of Article 4(1) of Directive 2004/39/EC (t)

legal representative — a natural person domiciled in the Union or a legal person with its registered office in the Union, and which, expressly designated by a non-EU AIFM, acts on behalf of such non-EU AIFM vis-à-vis the authorities, clients, bodies and counterparties to the non-EU AIFM in the Union with regard to the non-EU AIFM’s obligations under this Directive (u)

leverage — any method by which the AIFM increases the exposure of an AIF it manages whether through borrowing of cash or securities, or leverage embedded in derivative positions or by any other means (v)

managing AIFs — performing at least investment management functions referred to in point 1(a) or (b) of Annex I for one or more AIFs (w)

marketing — a direct or indirect offering or placement at the initiative of the AIFM or on behalf of the AIFM of units or shares of an AIF it manages to or with investors domiciled or with a registered office in the Union (x)

master AIF — an AIF in which another AIF invests or has an exposure in accordance with point (m) (y)

Member State of reference — the Member State determined in accordance with Article 37(4) (z)

non-EU AIF — an AIF which is not an EU AIF (aa)

non-EU AIFM — an AIFM which is not an EU AIFM (ab)

non-listed company — a company which has its registered office in the Union and the shares of which are not admitted to trading on a regulated market within the meaning of point (14) of Article 4(1) of Directive 2004/39/EC (ac)

own funds — own funds as referred to in Articles 56 to 67 of Directive 2006/48/EC (ad)

parent undertaking — a parent undertaking within the meaning of Articles 1 and 2 of Directive 83/349/EEC (ae)

prime broker — a credit institution, a regulated investment firm or another entity subject to prudential regulation and ongoing supervision, offering services to professional investors primarily to finance or execute transactions in financial instruments as counterparty and which may also provide other services such as clearing and settlement of trades, custodial services, securities lending, customised technology and operational support facilities (af)

professional investor — an investor which is considered to be a professional client or may, on request, be treated as a professional client within the meaning of Annex II to Directive 2004/39/EC (ag)

qualifying holding — a direct or indirect holding in an AIFM which represents 10 % or more of the capital or of the voting rights, in accordance with Articles 9 and 10 of Directive 2004/109/EC, taking into account the conditions regarding aggregation of the holding laid down in Article 12(4) and (5) thereof, or which makes it possible to exercise a significant influence over the management of the AIFM in which that holding subsists (ah)

retail investor — an investor who is not a professional investor (aj)

securitisation special purpose entities — entities whose sole purpose is to carry on a securitisation or securitisations within the meaning of Article 1(2) of Regulation (EC) No 24/2009 of the European Central Bank of 19 December 2008 concerning statistics on the assets and liabilities of financial vehicle corporations engaged in securitisation transactions OJ L 15, 20.1.2009, p. 1. and other activities which are appropriate to accomplish that purpose (an)

subsidiary — a subsidiary undertaking as defined in Articles 1 and 2 of Directive 83/349/EEC (ak)

UCITS — an undertaking for collective investment in transferable securities authorised in accordance with Article 5 of Directive 2009/65/EC (ao)