Directive (EU) 2024/927 rewrites key rules for alternative investment fund managers (AIFMs): loan origination, liquidity, delegation and reporting. Its new obligations apply from April 16, 2026: a gap analysis is no longer optional.
Is your firm ready for AIFMD II? Free assessment
Tell us which vehicles you manage (FIL, FCR, debt funds, ELTIF) and we will tell you which new obligations affect you and what is missing from your documentation.
Six workstreams so your firm can absorb Directive (EU) 2024/927 without slowing down the business or triggering requests for information from the supervisor.
We review your program of activities, liquidity policies, delegation agreements and fund prospectuses against the new AIFMD II requirements, and prioritize the changes by supervisory risk.
If your funds originate loans, AIFMD II imposes 5% risk retention, leverage limits and a closed-ended structure by default. We design how each vehicle fits these rules before the supervisor questions it.
We structure your FCR or debt vehicle with the loan origination rules built in from the design stage.
We register your vehicle with the CNMV, with a prospectus and fund rules aligned with the new liquidity framework.
The EU vehicle for channeling retail investors into private markets coexists with AIFMD II: we help you combine the two.
AIFMD II tightens control over delegated functions: contracts, effective oversight and reporting of the arrangements to the supervisor.
Four real situations of Spanish fund managers facing Directive (EU) 2024/927: each one calls for a different adaptation plan.
“Our funds lend directly to SMEs. Under AIFMD II we need to show the 5% retention, measure leverage against the new limits and justify the vehicle’s structure. None of that was in our manuals.”
“We manage FILs (hedge funds) with redemption windows. Each open-ended fund must now have at least two liquidity management tools selected, with procedures to activate them: listing them in the prospectus is not enough.”
“We delegate portfolio management to an adviser in our group and several functions to service providers. AIFMD II requires us to show our own substance and effective oversight, and to report our delegation arrangements.”
“We are raising our third fund just as AIFMD II starts to apply. We would rather build the new rules into the fund rules from the design stage than restructure the vehicle once investors are in.”
The new obligations apply from April 16, 2026. These are the three areas the supervisor will look at first.
Loan-originating funds: 5% risk retention when the fund transfers loans it has originated, leverage limits and, as a general rule, a closed-ended structure by default unless you can demonstrate adequate liquidity management.
Liquidity in open-ended funds: each open-ended fund must have at least two liquidity management tools selected and ready to use, with clear procedures for activating them and notifying the supervisor as the rules require.
Stronger delegation and reporting: more detail on what you delegate and to whom, demonstrable effective oversight of the delegate, and a wider scope of periodic reporting to the supervisor than today.
| Change | Who it affects | What to do |
|---|---|---|
| Loan origination regime: 5% retention, leverage limits, closed-ended structure by default | Managers of debt or direct lending funds (FCRs, loan-originating FILs) | Map the vehicles affected, measure leverage and document the retention, or the liquidity management that justifies an open-ended structure |
| Liquidity management tools: at least 2 per open-ended fund | SGIICs and managers with open-ended vehicles or vehicles with redemption windows | Select the tools for each fund, set them out in the prospectus and fund rules, and approve the internal activation procedure |
| Stronger delegation and reporting | All alternative investment fund managers, whether or not they delegate | Review delegation contracts, evidence oversight of the delegate and prepare the new reporting flows to the supervisor |
We run the gap analysis of your vehicles against Directive (EU) 2024/927, prioritize by supervisory risk and implement: liquidity policies, loan regime, delegation contracts and reporting. Everything is documented so you can defend it before the CNMV.
AIFMD II is Directive (EU) 2024/927, which amends the EU framework for alternative investment fund managers (and also parts of the UCITS regime). Its new obligations apply from April 16, 2026, the reference date for transposing and applying the new regime.
In practice: your firm should by now be operating with the new rules on loan origination, liquidity, delegation and reporting built into its policies and its fund documentation.
It affects Spanish alternative investment fund managers: SGIICs that manage alternative vehicles (for example, FILs) and managers of venture capital and debt vehicles, with their FCRs and similar vehicles. It also shapes the design of vehicles such as the ELTIF, which is managed under this framework.
The specific impact depends on your range of vehicles: a manager of closed-ended private equity funds is not in the same position as an SGIIC with open-ended debt funds. That is why the first step is mapping vehicle by vehicle.
In essence, three things:
If you manage or plan to launch a debt or venture capital vehicle, these rules shape the design from the term sheet onward.
They are mechanisms to manage redemptions under stress without selling assets at any price: for example, notice periods, redemption fees or adjustments, temporary limits on redemptions or other tools provided for in the rules.
AIFMD II requires each open-ended fund to have at least two selected, set out in its documentation and backed by internal procedures to activate them and give notice as required. What matters to the supervisor is not the list but whether the tools are operational: who decides to activate them, based on what data and with what record.
AIFMD II reinforces a principle that already existed: you can delegate functions, but you cannot become an empty shell. The new regime requires more detail on which functions you delegate, to whom and how you oversee them, and brings information on delegation arrangements into the scope of reporting to the supervisor.
In practical terms: updated delegation contracts, monitoring indicators for the delegate, evidence of periodic review and sufficient own resources at the manager. We handle this together with the general framework for outsourcing of critical functions.
The scope of periodic reporting widens: more data on the funds managed, their exposures and delegation arrangements, on the terms and in the formats set by implementing rules and the authorities.
Our advice: do not wait for the first submission to find out that your systems do not capture a data point. Review now what information your firm produces, compare it with the new scope and document the gaps with a dated remediation plan.
Not entirely. The liquidity block does weigh less for closed-ended vehicles without redemptions, but AIFMD II also reaches you in other ways: stronger delegation rules, more reporting and, if any of your funds originates loans (common in debt and special situations strategies), the full loan origination regime.
In addition, any new vehicle you register with the CNMV (see our IIC authorization service) must be aligned with the current framework from day one.
With a three-step gap analysis:
If you are an SGIIC or a venture capital fund manager, we can carry out the full plan with you.
Adaptation is not about rewriting manuals: it means deciding, vehicle by vehicle, what applies to you, changing the right documents and keeping evidence of each change. This is how we do it.
We inventory your vehicles and classify each one against AIFMD II: does it originate loans? Is it open-ended? Which functions does it delegate? The result is the real list of new obligations, with no more and no less work than needed.
We change what needs changing: fund rules and prospectuses (liquidity, fund structure), the liquidity management policy with the selected tools, the leverage and retention regime, and delegation contracts.
Activation procedures for liquidity tools, expanded reporting flows, a delegate oversight dashboard and team training. Everything on record: what leaves no evidence does not exist for the supervisor.
If you would rather we carry it out with you, start with our services for SGIICs and venture capital fund managers, or see IIC authorization for your next vehicles.
These are the concepts that will appear in your policies, in your fund prospectuses and in the supervisor’s questions from now on.
Revision of the EU framework for alternative investment fund managers. Its new obligations apply from April 16, 2026.
A non-UCITS collective investment vehicle: FILs, FCRs, debt funds and similar structures managed under the AIFMD framework.
Lending by the fund itself as a strategy (direct lending). AIFMD II gives it a specific, stricter regime.
Obligation to retain 5% of the risk, as set out in the rules, when the fund transfers loans it has originated.
Loan-originating funds must, as a general rule, be closed-ended, unless adequate liquidity management justifies otherwise.
Mechanisms to manage redemptions under stress. AIFMD II requires at least two to be selected for each open-ended fund, with an activation procedure.
Assigning functions to third parties under the manager’s responsibility. AIFMD II requires more detail, demonstrable oversight and reporting of the arrangements.
Use of borrowing to increase the fund’s exposure. Loan-originating funds are subject to specific limits.
AIFMD II expands the data that managers send to supervisors on funds, exposures and delegation.
Vehicles identified, 5% risk retention applied as set out in the rules, leverage within limits and fund structure justified.
Vehicle map, leverage calculations, structure memo (closed-ended, or open-ended with demonstrated liquidity) and retention records.
At least two tools selected per open-ended fund, consistent with its strategy, set out in the documentation and ready to use.
Approved liquidity policy, updated prospectuses and fund rules, activation procedure and documented drills or tests.
Delegated functions identified, effective oversight of the delegate and sufficient substance at the manager.
Updated contracts, monitoring dashboard with indicators, minutes of periodic reviews and an organization chart showing own resources.
Ability to submit the expanded scope of reporting with complete, traceable data.
Data inventory, system gap analysis, dated remediation plan and first submissions on file.
Adaptation approved and monitored by the governing bodies, with owners and a timetable, not run as an informal project.
Board resolutions, a versioned adaptation plan, a log of documentation changes and evidence of team training.
If any of these applies, prioritize the gap analysis: the obligations already apply and the first supervisory review will not come with a warning.
The directive lands on a fast-growing private markets ecosystem: EU long-term vehicles, venture capital, debt and structures for channeling institutional and retail investment. These pieces are either designed together or suffered separately.
The European long-term investment fund, reformed to open private markets to retail investors. Managed under the AIFMD framework.
Setting up and registering FCRs: strategy, fund rules and fit with the new loan rules.
The CNMV procedure for your collective investment vehicles, with documentation aligned with the current framework.
Private equity, debt and co-investments: the legal framework for the deals your funds carry out every day.
If the project starts with the manager itself, see SGIIC authorization or venture capital fund manager authorization. And if your question cuts across areas, our financial regulation team helps you fit AIFMD II into the rest of the regulatory calendar.
Tell us which funds you manage and we will prepare your AIFMD II adaptation plan: which policies to change, which prospectuses to review and what evidence to generate.
Directive (EU) 2024/927, known as AIFMD II, revises the EU framework for alternative investment fund managers with far-reaching changes in four areas: loan-originating funds, liquidity management tools, delegation and reporting to supervisors. Its new obligations apply from April 16, 2026, so Spanish managers (SGIICs with alternative vehicles, and venture capital and debt fund managers) must already be operating with the new regime built into their policies, their fund documentation and their contracts with third parties.
For the first time, AIFMD II regulates direct lending in a harmonized way. Loan-originating funds become subject to 5% risk retention, as set out in the rules, when they transfer loans they have originated; to specific leverage limits; and to a closed-ended structure by default rule, which only gives way if the manager demonstrates adequate liquidity management to operate in open-ended form. For Spanish private debt managers, this shapes the design of every new vehicle and requires a review of existing ones. We handle this together with the setup of venture capital funds and debt vehicles.
Each open-ended fund must have at least two liquidity management tools, selected according to its strategy and redemption profile, set out in the fund documentation and backed by internal activation procedures. The supervisory standard goes beyond a mention in the prospectus: the supervisor expects to know who decides to activate each tool, based on which indicators and with what record. SGIICs with open-ended FILs and managers of vehicles with redemption windows are the first affected; the documentation work ties in with IIC authorization and amendment before the CNMV.
The directive strengthens the delegation regime: more detail on delegated functions and delegates, demonstrable effective oversight and sufficient substance within the manager itself. Information on delegation arrangements is brought into the scope of reporting to the supervisor, which also expands to include more data on funds and exposures. In practice, this calls for updated contracts, monitoring dashboards with minutes and an honest review of whether your systems capture the new data. Our approach is the same one we apply to outsourcing of critical functions: delegating execution never delegates responsibility.
Our recommended order: first, the vehicle map (which funds originate loans, which are open-ended, what each one delegates); second, a documentation review of prospectuses, fund rules, policies and contracts against the new regime; third, the remediation plan with owners, dates and evidence. Managers that also distribute long-term vehicles should coordinate this adaptation with the opportunity opened up by ELTIF 2.0. If you need full support, start with our services for SGIICs and venture capital fund managers.
Key legislation, linked to the official text:
Legislation and links reviewed in .