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Directive 2011/61/EU - Alternative Investment Fund Managers Directive (AIFMD)RecitalsChapter I General provisions (arts. 1-5)Article 1 Subject matterArticle 2 ScopeArticle 3 ExemptionsArticle 4 DefinitionsArticle 5 Determination of the AIFMChapter II Authorisation of AIFMs (arts. 6-11)Article 6 Conditions for taking up activities as AIFMArticle 7 Application for authorisationArticle 8 Conditions for granting authorisationArticle 9 Initial capital and own fundsArticle 10 Changes in the scope of the authorisationArticle 11 Withdrawal of the authorisationChapter III Operating conditions for AIFMs (arts. 12-21)Section 1 General requirements (arts. 12-17)Article 12 General principlesArticle 13 RemunerationArticle 14 Conflicts of interestArticle 15 Risk managementArticle 16 Liquidity managementArticle 17 Investment in securitisation positionsSection 2 Organisational requirements (arts. 18-19)Article 18 General principlesArticle 19 ValuationSection 3 Delegation of AIFM functions (art. 20)Article 20 DelegationSection 4 Depositary (art. 21)Article 21 DepositaryChapter IV Transparency requirements (arts. 22-24)Article 22 Annual reportArticle 23 Disclosure to investorsArticle 24 Reporting obligations to competent authoritiesChapter V AIFMs managing specific types of AIF (arts. 25-30)Section 1 AIFMs managing leveraged AIFs (art. 25)Article 25 Use of information by competent authorities, supervisory cooperation and limits to leverageSection 2 Obligations for AIFMs managing AIFs which acquire control of non-listed companies and issuers (arts. 26-30)Article 26 ScopeArticle 27 Notification of the acquisition of major holdings and control of non-listed companiesArticle 28 Disclosure in case of acquisition of controlArticle 29 Specific provisions regarding the annual report of AIFs exercising control of non-listed companiesArticle 30 Asset strippingChapter VI Rights of EU AIFMs to market and manage EU AIFs in the Union (arts. 30a-33)Article 30a Conditions for pre-marketing in the Union by an EU AIFMArticle 31 Marketing of units or shares of EU AIFs in the home Member State of the AIFMArticle 32 Marketing of units or shares of EU AIFs in Member States other than in the home Member State of the AIFMArticle 32a De-notification of arrangements made for the marketing of units or shares of some or all EU AIFs in the Member States other than in the home Member State of the AIFMArticle 33 Conditions for managing EU AIFs established in other Member States and for providing services in other Member StatesChapter VII Specific rules in relation to third countries (arts. 34-42)Article 34 Conditions for EU AIFMs which manage non-EU AIFs which are not marketed in Member StatesArticle 35 Conditions for the marketing in the Union with a passport of a non-EU AIF managed by an EU AIFMArticle 36 Conditions for the marketing in Member States without a passport of non-EU AIFs managed by an EU AIFMArticle 37 Authorisation of non-EU AIFMs intending to manage EU AIFs and/or market AIFs managed by them in the Union in accordance with Article 39 or 40Article 38 Peer review of authorisation and supervision of non-EU AIFMsArticle 39 Conditions for the marketing in the Union with a passport of EU AIFs managed by a non-EU AIFMArticle 40 Conditions for the marketing in the Union with a passport of non-EU AIFs managed by a non-EU AIFMArticle 41 Conditions for managing AIFs established in Member States other than the Member State of reference by non-EU AIFMsArticle 42 Conditions for the marketing in Member States without a passport of AIFs managed by a non-EU AIFMChapter VIII Marketing to retail investors (arts. 43-43a)Article 43 Marketing of AIFs by AIFMs to retail investorsArticle 43a Facilities available to retail investorsChapter IX Competent authorities (arts. 44-55)Section 1 Designation, powers and redress procedures (arts. 44-49)Article 44 Designation of competent authoritiesArticle 45 Responsibility of competent authorities in Member StatesArticle 46 Powers of competent authoritiesArticle 47 Powers and competences of ESMADraft Article 47a ESMA review of large EU groups of AIFMs and management companiesDraft Article 47b Powers of ESMA to address cross-border issuesArticle 48 Administrative penaltiesArticle 49 Right of appealSection 2 Cooperation between different competent authorities (arts. 50-55)Article 50 Obligation to cooperateArticle 51 Transfer and retention of personal dataArticle 52 Disclosure of information to third countriesArticle 53 Exchange of information relating to the potential systemic consequences of AIFM activityArticle 54 Cooperation in supervisory activitiesArticle 55 Dispute settlementChapter X Transitional and final provisions (arts. 56-71)Article 56 Exercise of the delegationArticle 57 Revocation of the delegationArticle 58 Objections to delegated actsArticle 59 Implementing measuresArticle 60 Disclosure of derogationsArticle 61 Transitional provisionsArticle 62 Amendments to Directive 2003/41/ECArticle 63 Amendments to Directive 2009/65/ECArticle 64 Amendment to Regulation (EC) No 1060/2009Article 65 Amendment to Regulation (EU) No 1095/2010Article 66 TranspositionArticle 67 Delegated act on the application of Article 35 and Articles 37 to 41Article 68 Delegated act on the termination of the application of Articles 36 and 42Article 69-a Other reviewArticle 69 ReviewArticle 69a Assessment of the passport regimeArticle 69b Accessibility of information on the European single access pointArticle 70 Entry into forceArticle 71 AddresseesAnnexesAnnex IAnnex II Remuneration PolicyAnnex III Documentation and information to be provided in case of intended marketing in the home Member State of the AIFMAnnex IV Documentation and information to be provided in the case of intended marketing in Member States other than the home Member State of the AIFMAnnex V Liquidity management tools available to AIFMs managing open-ended AIFsDone at
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AI Summary of Article 14 Conflicts of interest

Member States must require Alternative Investment Fund Managers (AIFMs) to identify and manage conflicts of interest that may arise in managing Alternative Investment Funds (AIFs). This includes conflicts between the AIFM and the AIF, as well as between the AIF and other clients or funds. AIFMs should maintain effective organisational arrangements to prevent conflicts from adversely affecting investor interests.

Should these arrangements prove insufficient, AIFMs are obligated to disclose potential conflicts to investors prior to undertaking business. Additionally, AIFMs must exercise due diligence in selecting prime brokers and ensure any contracts delineate asset handling protocols in alignment with AIF rules.

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Version status: Amended | Document consolidation status: Updated to reflect all known changes
Version date: 15 April 2024 - onwards
Version 3 of 3

Article 14 Conflicts of interest

DRAFT Paragraph replaced Article 2 Amendments to Directive 2011/61/EU of the Proposal for a Directive of the European Parliament and of the Council amending Directives 2009/65/EC, 2011/61/EU and 2014/65/EU as regards the further development of capital market integration and supervision within the Union (COM(2025) 942 final / 2025/0382 (COD))
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1. Member States shall require AIFMs to take all reasonable steps to identify conflicts of interest that arise in the course of managing AIFs between:

(a) the AIFM, including its managers, employees or any person directly or indirectly linked to the AIFM by control, and the AIF managed by the AIFM or the investors in that AIF;

(b) the AIF or the investors in that AIF, and another AIF or the investors in that AIF;

(c) the AIF or the investors in that AIF, and another client of the AIFM;

(d) the AIF or the investors in that AIF, and a UCITS managed by the AIFM or the investors in that UCITS; or

(e) two clients of the AIFM.

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