ANTIN // 2021 Universal Registration Document
PRESENTATION OF ANTIN Regulatory environment
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MIFID II notably requires distributors of financial instruments (through the provision of investment services) to, among other things, understand the features of the financial instruments offered or recommended and establish and review effective policies and arrangements to identify the category of clients to whom products and services are to be provided, ensure that those products are manufactured to meet the needs of an identified target market of end clients within the relevant category of clients, take reasonable steps to ensure that the financial instruments are distributed to the identified target market, periodically review the identification of the target market of and the performance of the products they offer and assess the appropriateness or suitability in the provision of investment services to each client, on the basis of their personal needs, characteristics and objectives. 1.7.1.3 Requirements applicable under the EMIR Regulation AIP SAS is also subject to Regulation (EU) no. 648/2012 of 4 July 2021 on OTC-traded derivatives, central counterparties and trade repositories, as amended (the “ EMIR Regulation ”). Under the EMIR Regulation, AIFs managed by approved managers or registered in accordance with the AIFM Directive are financial counterparties. Such entities are required to comply with a number of obligations under the EMIR Regulation, which include, among other things, (i) implementing risk mitigation techniques and (ii) complying with transparency requirements. As such, when AIP SAS and the AIFs they manage enter into derivative contracts, which Antin typically does for hedging purposes, they become subject to a number of regulatory obligations under the EMIR Regulation. 1.7.2 Key regulations relating to asset management activities and investment advice outside the European Union AIP SAS, AIP UK and AIP US perform investment advice activities, which are subject to numerous regulatory frameworks, prudential supervision and approval requirements outside the European Union, as further described below. Regulations applicable in the United Kingdom Certain Antin Funds are managed by AIP SAS with the assistance of AIP UK, a company incorporated under the laws of England and regulated by the Financial Conduct Authority (" FCA "), which provides investment advice to AIP SAS for the purpose of implementing the investment strategy of the Antin Funds. In the aftermath of the departure of the United Kingdom from the European Union, which was completed on 31 December 2020, all Antin Funds set tup from Flagship Fund IV onwards are, as of today, managed by AIP SAS Certain Antin Funds prior to Funds IV are managed by AIP UK.
For the time being, the AIFM Directive, MIFID II, the MIFIR Regulation and the EMIR Regulation have been incorporated into UK domestic law with only minor consequential changes, reflecting the fact that the UK is no longer part of the European Union. The substantive provisions as they apply to AIP UK remain materially the same. To the extent necessary, AIP UK provides AIP SAS with investment advice in connection with the management of Flagship Fund IV on the basis of reverse solicitation ( i.e. at AIP SAS’s request). Accordingly, in reliance on an exemption contained in MiFID II, the provision of such investment advice is outside the scope of MiFID regulation. Regulations applicable in the United States Antin operates in North America through AIP US, a Delaware l imited l iabi l ity company and indirect subsidiary of the Company, that provides advice to AIP UK. AIP US is registered with the Securities and Exchange Commission (" SEC ") as an investment adviser under the US Investment Advisers Act of 1940, as amended (the “ Advisers Act ”) and the rules and regulations adopted by the SEC. As a registered investment adviser, AIP US is subject to the provisions of the Advisers Act relating to, among other things, fiduciary duties to clients, compl iance program obl igations, record-keeping and regulatory reporting requirements, disclosure obligations, advertising rules, mandated safeguards, restrictions on advisory contracts, privacy protection regulation, anti-corruption rules relating to Fund Investors associated with US state and local governments, general anti-fraud prohibitions and is subject to administrative oversight by the SEC. AIP SAS and AIP UK qualify for an exemption from the registration requirements of the Advisers Act and are not subject to most of the regulations and requirements applicable to registered investment advisers. However, AIP SAS and AIP UK are required to file reports with the SEC as exempt reporting advisers and are subject to certain provisions of the Advisers Act as well as certain other US regulations, including, among other things, fiduciary duties to clients, record-keeping and regulatory reporting requirements, disclosure obligations, limitations on agency cross and principal transactions between an adviser and its advisory clients, anti-corruption rules relating to Fund Investors associated with US state or local governments and general anti-fraud prohibitions. regulations applicable to Antin Antin currently complies with several French and European sustainability-related regulations, some of which it is obligated to adhere to, and some of which it has chosen to voluntarily comply with, as Antin is committed to transparency for stakeholders through public disclosure of its responsible investment and ESG approaches. French Energy Transition Law Since 2016, Antin has been subject to the reporting requirements of Article 173 of the French Energy Transition Law no 2015-992 of 17 August 2015. As such, Antin publishes its Responsible Investment Policy annually on its website, which includes comprehensive information about the way it incorporates sustainability factors throughout the investment cycle, including climate change-related risks and opportunities. 1.7.3 Other significant regulations 1.7.3.1 Key sustainability-related
31 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2021
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