This document is an excerpt from the EUR-Lex website
Directive 2011/61/EU on alternative investment fund managers
Exclusions from scope
The directive does not apply to the following:
Passporting
Alternative investment fund managers (AIFMs) can ‘passport’ their services in different EU Member States on the basis of a single authorisation. This means that once an AIFM is authorised in one Member State and complies with the rules of the directive, it is entitled to manage or market funds to professional investors throughout the EU.
Authorisations
To operate in the EU, fund managers must obtain authorisation from the competent authority of their home Member State. To obtain authorisation, AIFMs have to hold a minimum level of capital in the form of liquid or short-term assets.
Depositary
AIFMs are required to ensure that the funds they manage appoint an independent depositary. This could be, for example, a bank or investment firm that is responsible for overseeing the fund’s activities and ensuring that its assets are appropriately protected.
Risk management and prudential oversight
AIFMs must be able to assure the competent authority of the robustness of their internal arrangements with respect to risk management.
This includes a requirement to disclose, on a regular basis, the main markets and instruments in which they trade, their principal exposures and their risk concentrations.
Treatment of investors
To encourage diligence among their investors, AIFMs are required to provide a clear description of their investment policy, including of the types of assets and the use of leverage. An annual report for each financial year has to be made available to investors on request.
Leveraged funds
The directive sets out specific requirements with regard to leverage, i.e. the use of debt to finance investment. Competent authorities may set leverage limits in order to ensure the stability of the financial system.
Private equity funds
Where an AIF acquires control of a non-listed company or an issuer, the AIFM is subject to anti-asset-stripping rules. For a period of 2 years, the AIFM must act against any distribution, capital reduction, share redemption or acquisition of own shares by the company.
Funds and managers located in non-EU countries
Subject to conditions set out in the directive, the ‘passport’ may be extended to non-EU AIFMs and to the marketing of non-EU funds, managed by either EU or non-EU AIFMs.
Role of the European Securities and Markets Authority
The European Securities and Markets Authority (ESMA) plays an active role in building a common supervisory culture, in particular by issuing guidelines on sound remuneration policies and developing technical standards to determine types of AIFMs.
Smaller funds
Member States may choose not to apply the directive to smaller AIFMs, i.e. funds with managed assets below €100 million if they use leverage, and with assets below €500 million if they do not. Smaller funds are, however, subject to minimum registration and reporting requirements.
Amendments to Directive (EU) 2011/61
Directive (EU) 2016/2341 concerning institutions for occupational pension funds (IORPs) (see summary) introduces the following two additional rules.
Member States must not:
Regulation (EU) 2017/2402, which sets up a general framework for securitisation (see summary), introduces a rule requiring that where AIFMs are exposed to a securitisation that no longer meets the requirements it lays down, they must, in the best interest of the investors in the relevant AIFs, act and take corrective action, if appropriate.
Directive (EU) 2019/1160 includes several changes.
Amendments introduced by Directive (EU) 2019/2034 ensure that the own funds of the AIFM must amount to at least one quarter of the fixed overheads of the preceding year. Investment firms must use figures resulting from the applicable accounting framework.
Amending Directive (EU) 2022/2556 aligns the provisions of the directive, and several other related directives, with the requirements on ICT risk for financial entities set out in the digital operational resilience of the financial sector (DORA) regulation, Regulation (EU) 2022/2254 (see summary).
Delegated and implementing acts
The Commission has adopted several delegated and implementing acts.
Amendment of other legislation
Directive 2011/61/EU amended Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010.
Directive 2011/61/EU had to be transposed into national law by 22 July 2013. These rules have applied since that date.
For further information, see:
Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on alternative investment fund managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (OJ L 174, 1.7.2011, pp. 1–73).
Successive amendments to Directive 2011/61/EU have been incorporated into the original text. This consolidated version is of documentary value only.
Directive (EU) 2022/2556 of the European Parliament and of the Council of 14 December 2022 amending Directives 2009/65/EC, 2009/138/EC, 2011/61/EU, 2013/36/EU, 2014/59/EU, 2014/65/EU, (EU) 2015/2366 and (EU) 2016/2341 as regards digital operational resilience for the financial sector (OJ L 333, 27.12.2022, pp. 153–163).
Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014, (EU) No 909/2014 and (EU) 2016/1011 (OJ L 333, 27.12.2022, pp. 1–79).
Report from the Commission to the European Parliament and the Council assessing the application and the scope of Directive 2011/61/EU of the European Parliament and of the Council on Alternative Investment Fund Managers (COM(2020) 232 final, 10.6.2020).
Commission Delegated Regulation (EU) 2015/514 of 18 December 2014 on the information to be provided by competent authorities to the European Securities and Markets Authority pursuant to Article 67(3) of Directive 2011/61/EU of the European Parliament and of the Council (OJ L 82, 27.3.2015, pp. 5–11).
Commission Delegated Regulation (EU) No 694/2014 of 17 December 2013 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to regulatory technical standards determining types of alternative investment fund managers (OJ L 183, 24.6.2014, pp. 18–20).
Commission Implementing Regulation (EU) No 447/2013 of 15 May 2013 establishing the procedure for AIFMs which choose to opt in under Directive 2011/61/EU of the European Parliament and of the Council (OJ L 132, 16.5.2013, pp. 1–2).
Commission Implementing Regulation (EU) No 448/2013 of 15 May 2013 establishing a procedure for determining the Member State of reference of a non-EU AIFM pursuant to Directive 2011/61/EU of the European Parliament and of the Council (OJ L 132, 16.5.2013, pp. 3–5).
Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision (OJ L 83, 22.3.2013, pp. 1–95).
See consolidated version.
last update 20.06.2023