16 April 2026 marks the transposition deadline for AIFMD II (Directive (EU) 2024/927) which amends both the existing AIFMD (Directive 2011/61/EU) and the UCITS Directive (Directive 2009/65/EC) and harmonises rules across the EU in a number of key areas.
This news flash summarises the principal measures that local legislators shall implement as from 16 April 2026 and those that have been deferred until April 2027.
The Directive amends both the existing AIFMD (Directive 2011/61/EU) and the UCITS Directive (Directive 2009/65/EC) and harmonises rules across the EU in a number of key areas.
Focus on AIFMD 2 & snapshot of what applies from 16 April 2026
- Loan origination. AIFMD II introduces the first harmonised EU-wide framework for alternative investment funds (AIFs) that originate loans. This confirms the possibility for AIFs to act as alternative lenders to EU borrowers, although we are still awaiting in certain cases for the local implementing measures to determine if we can speak of a real EU-wide loan origination passport. Alternative Investment Fund Managers (AIFMs) managing loan originating AIFs or conducting loan origination activities are now subject to certain restrictions. AIFMs are prohibited from managing an AIF that originates loans solely for the purpose of selling them to third parties and must – subject to exceptions – retain at least 5% of the notional value of any loan originated and subsequently transferred. New leverage caps apply on a commitment-method basis: 175% of NAV for open-ended loan-originating AIFs and 300% for closed-ended structures. AIFMs must also implement robust credit risk management policies and processes, subject to at least annual review. Transitional provisions are available for loan-originating AIFs established before 15 April 2024.
- Liquidity management tools. AIFMs managing open-ended AIFs must now select at least two liquidity management tools from a harmonised EU list — such as redemption gates, swing pricing, anti-dilution levies, or notice periods — and incorporate them into each fund’s constitutional documents. Pre-existing open-ended AIFs constituted before today benefit from a one-year grace period for compliance with the detailed regulatory technical standards (RTS).
- Delegation and substance. The delegation regime is broadened beyond portfolio and risk management to encompass fund administration, marketing, distribution, and loan origination. AIFMs must maintain a comprehensive delegation register and ensure that at least two full-time natural persons domiciled in the EU are responsible for day-to-day management. Important to note as well, it is now clarified that distributors acting on their own behalf shall not fall within the delegation regime.
- Expanded ancillary services. The range of ancillary activities that AIFMs and UCITS management companies may perform is widened to include, among others, credit servicing and benchmark administration. Furthermore, it is now harmonized that an AIFM may provide the services it is authorized for to a larger range of funds and entities beyond the funds under management.
- Investor disclosures and governance. Enhanced pre-investment disclosures are now required, covering all direct and indirect fees, charges, and expenses borne by investors. Where AIFs are marketed to retail investors, the governing body must include at least one independent non-executive director.
What has been deferred to 16 April 2027
Certain measures will not apply until 16 April 2027. These include the enhanced Annex IV supervisory reporting obligations under Article 24, which will require granular data on delegation arrangements, staffing, and due diligence outcomes. Full compliance with the RTS on liquidity management tools is similarly deferred to that date. New UCITS supervisory reporting obligations will also apply from April 2027.
Next steps
Firms should confirm that their governance frameworks, delegation registers, liquidity management arrangements, and investor disclosures are now aligned with today’s requirements. In that respect, please be mindful of any regulatory filings and formalities that may be imposed by your local regulator.
We would also encourage managers to begin preparations for the deferred reporting and RTS obligations well in advance of the April 2027 deadline.
Recent updates
ESMA final report on open-ended loan originating AIFs under AIFMD II
Commission Delegated Regulations concerning liquidity management tools under AIFMD published in OJ
ESMA publishes draft RTS and final guidelines on liquidity management tools
Global Asset Management Review: Issue 1
How we can help
Our team can assist you in your compliance journey as well as in exploring new business opportunities. We can:
- Advice on, review and update your policies and procedures (including delegation registers and liquidity management frameworks), investor disclosure materials and fund documentation to ensure full compliance with the new requirements.
- Assist with the regulatory filings at firm or fund level.
- Advise on the transitional provisions available to existing funds and help you develop a roadmap for the deferred measures taking effect in April 2027.
- Review your current organization and service coverage and advise on the opportunities that the new framework may bring to your business.
For further information, please contact Claire Guilbert or your usual financial services contact at Norton Rose Fulbright LLP.