The Directive on Alternative Investment Fund Managers was published in the Official Journal of the European Union on 1 July 2011. Its aim is to create a comprehensive and effective regulatory and supervisory framework for alternative investment fund managers within the EU.
The scope of the Directive is broad; it captures the management and the marketing of alternative investment funds or “AIFs” (i.e. most vehicles that would be regarded as "funds”, as well as vehicles that one might not think of as a "fund" at all). Managers of AIFs, otherwise known as “AIFMs”, who are established in the EU will require authorisation.
Content of the Directive
Please click here to access the Linklaters’ Knowledge Portal to view a summary matrix table on the Directive, breaking down which parts of the Directive are applicable depending on whether the AIF and AIFM in question are based within the EU or outside of the EU. If you are not yet registered for access to the Linklaters’ Knowledge Portal, please email us to request access.
For more details on the content of the Directive, please click on the links on the right.
The Directive, as is generally the case with EU Directives, is not directly applicable itself and requires each EU Member State to enact domestic legislation to implement the Directive. It is therefore important when analysing the law in any given EU Member State to consider how the relevant Member State has implemented the Directive and whether the relevant Member State has any guidance regarding how the law should be interpreted in that jurisdiction. The vast majority of EU Member States have now implemented the Directive in their domestic legislation.
The AIFM Directive is also supplemented, at the EU level, by directly applicable Level 2 Regulations (set out in EU and UK Sources). The Level 2 Regulations apply in all Member States in addition to any domestic legislation without any further domestic implementation required.
The UK has primarily implemented the Directive by the UK Regulations and the relevant FCA rules that stem from these regulations.
The Directive is marked “with EEA relevance”. This means that it can, and is intended to, be adopted under the agreement constituting the European Economic Area (“EEA”) and will, from the date of such adoption, have the same legal effect in non-EU countries within the EEA (i.e. Iceland, Liechtenstein and Norway) as it currently has in EU Member States. Some national legislation implementing the Directive, including UK legislation, already extends within its own jurisdiction the application of the Directive to all EEA countries. However not all EU jurisdictions have implemented the Directive in this way. As of 22 July 2015, Liechtenstein and Norway have already implemented the Directive into their domestic legislation, but Iceland is yet to implement the Directive. With that in mind we have currently referred to “EU” and “non-EU” throughout this site rather than “EEA” and “non-EEA”.
If you would like any further information on the Directive, please contact any of the Linklaters’ contacts listed here, or your usual Linklaters contact.