AIFMD II Compliance Checklist: 12 Actions Fund Managers Must Complete Before 16 April 2026

Directive (EU) 2024/927 — AIFMD II — applies from 16 April 2026. That is the date by which Member States must have transposed the Directive into national law and from which EU AIFMs must comply with new obligations. With fewer than two weeks remaining, this checklist covers every action that fund managers must complete or have already initiated.

For the country-by-country transposition status across Luxembourg, Germany, the Netherlands, Ireland, and France, see the AIFMD II Transposition Tracker. For the technical requirements of the LMT Delegated Regulation, see the AIFMD II Liquidity Management Tools Guide. For the loan origination requirements in detail, see AIFMD II Loan Origination Requirements.

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What Changes on 16 April 2026?

AIFMD II introduces targeted amendments to the 2011 AIFMD. Not every AIFM is affected by every change. The obligations that apply from 16 April 2026 are:

Obligation	Who It Applies To
Liquidity Management Tools (min. 2 LMTs)	EU AIFMs managing open-ended AIFs
LMT Delegated Regulation (Commission Del. Reg.)	Same — open-ended AIFs
Loan origination framework	AIFMs managing loan-originating AIFs
Delegation oversight enhancements	All EU AIFMs with delegation arrangements
Article 23 disclosure updates	All EU AIFMs
Depositary passport provisions	Cross-border fund structures
Marketing restrictions for non-EU AIFMs	Third-country AIFMs marketing into EU
Enhanced reporting (Annex IV)	All EU AIFMs — applies from 16 April 2027

Key point on grandfathering: For AIFs constituted before 15 April 2024, the structural requirements for loan-originating AIFs (closed-ended structure, concentration limits, leverage limits) are grandfathered until 16 April 2029. The LMT Delegated Regulation's transition period allows existing open-ended AIFs to comply by 16 April 2027 (though new funds must comply from day one).

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The 12-Item Compliance Checklist

1. Complete Your Scope Assessment

Before implementing anything, confirm which AIFMD II obligations apply to each fund you manage:

• Is the fund open-ended? → LMT requirement applies (Delegated Regulation, Art. 16(2a))
• Does the fund originate loans? → Loan origination framework applies (Art. 15 AIFMD II)
• Was the loan-originating AIF constituted before 15 April 2024? → Structural requirements grandfathered to 2029
• Do you delegate Annex I activities? → Delegation requirements apply
• Are you a non-EU AIFM? → Review marketing passport and restrictions

Document this scoping exercise. It is the foundation of your compliance programme and supports any regulatory inquiry about implementation decisions.

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2. Select and Document LMTs for Open-Ended AIFs

Under Article 16(2a) AIFMD II and the Commission Delegated Regulation applying from 16 April 2026, each open-ended AIF must select at least two liquidity management tools from the harmonised list in Annex V. The Delegated Regulation specifies:

• Anti-dilution tools (ADTs) — swing pricing, anti-dilution levies, redemption fees, dual pricing. Operate under normal conditions.
• Quantitative-based activation tools — redemption gates, extension of notice periods, redemptions in kind. Activated under stress.
• Exceptional tools — suspension of subscriptions/redemptions, side pockets. Always available but do not count toward the two-tool minimum.

Minimum viable selection: One ADT (typically swing pricing or anti-dilution levy) + one quantitative-based tool (typically a redemption gate) covers normal and stress scenarios.

What to document: For each selected LMT, document the selection rationale, activation criteria, operational thresholds, and how the combination fits the fund's investment strategy, liquidity profile, and investor base. The Delegated Regulation requires this documentation to be available to the NCA on request.

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3. Update Fund Constitutional Documents

LMT selection must be embedded in the fund's constitutional documents — prospectus, offering memorandum, articles of association, or fund rules — before 16 April 2026 for new funds. For existing funds, the one-year transitional period runs until 16 April 2027, but updating documents early reduces execution risk.

Checklist for document updates:

• Add LMT selection to the investment restrictions or risk management sections
• Define activation triggers (e.g., "if net redemption requests exceed X% of NAV")
• Include investor notification procedures for LMT activation
• For swing pricing: specify the swing factor methodology and disclosure approach
• Obtain any required investor consents — particularly for funds with consent thresholds in constitutional documents

Coordinating legal counsel, the depositary, and the fund administrator for document changes requires lead time. If you have not started, start immediately.

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4. Operationalise Your Selected LMTs

Selecting LMTs on paper is not sufficient. The Delegated Regulation requires AIFMs to ensure selected LMTs are operationally usable — meaning the systems, procedures, and third-party arrangements are in place to activate them when needed.

Swing pricing: The NAV calculation agent or fund administrator must have the technical capacity to apply swing factors. Agree thresholds and methodology. Test the calculation with your administrator before 16 April.

Redemption gates: The fund administration system must be able to pro-rate redemptions and carry over unfulfilled redemptions to subsequent dealing days. Confirm this capability with your administrator.

Side pockets: Custody and valuation arrangements must support the segregation of illiquid assets. This is structurally more complex — confirm feasibility early.

Third-party reliance: If you rely on fund administrators or prime brokers to operationalise LMTs, ensure contractual agreements require LMT-ready services and that you have tested activation procedures.

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5. Review and Update Article 23 Investor Disclosures

AIFMD II amends Article 23, expanding required disclosures to investors. Updated disclosures must be provided before the first subscription from 16 April 2026 (for new investments) and at the next reporting cycle for existing investors.

New and enhanced Article 23 disclosure items:

• LMTs: Description of selected LMTs, activation conditions, and any side pocket arrangements
• Costs: Enhanced fee transparency, including performance fees and transaction costs
• Delegation: Disclosure of the identity of sub-managers to whom portfolio management is delegated, including jurisdiction and proportion of assets delegated
• Preferred returns and carried interest: For private equity and real estate funds, transparency on waterfall mechanics
• Leverage: Updated leverage disclosure including maximum leverage under the commitment and gross methods

Review existing PPMs, AIIFs, and marketing materials against the amended Article 23 list. For funds marketed to retail investors or through the ELTIF framework, additional disclosure requirements may apply.

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6. Assess Your Delegation Framework

AIFMD II tightens the delegation framework under Article 20. The key additions:

• Delegation to entities in third countries: Enhanced requirements for delegation to sub-managers in jurisdictions without regulatory cooperation agreements with the AIFM's home NCA
• Letter-box entity prohibition: An AIFM that delegates such a large proportion of Annex I activities that it becomes a letter-box entity is not compliant — NCAs are given explicit powers to assess this
• Delegation oversight functions: The AIFM must maintain the resources, knowledge, and seniority to provide effective oversight of delegated activities. Thin governance structures at the AIFM level will attract scrutiny
• Annual delegation report: AIFMs must report annually to their NCA on delegation arrangements, including the identity of delegates, assets delegated, and oversight activities

Action items: Review the substance of delegation oversight at AIFM level. If your team does not have the seniority or coverage to genuinely oversee the sub-manager, address this before 16 April. Document oversight activities (due diligence visits, performance reviews, escalation processes) as you would for any other regulatory process.

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7. Confirm Adequate Substance and Staffing

The delegation review connects directly to substance. AIFMD II, combined with supervisory expectations from ESMA's delegation Q&A and NCA guidance (CSSF, CBI, AFM, BaFin), requires EU AIFMs to have:

• At least two senior employees who are sufficiently experienced, permanently and exclusively devoted to the AIFM's business
• Sufficient EU substance to provide genuine oversight of all delegated activities
• Decision-making authority over key functions (investment risk management, portfolio valuation) remaining at the AIFM level

For Luxembourg and Irish AIFMs in particular, this has been an area of supervisory focus since 2021. AIFMD II formalises expectations that were previously addressed through NCA supervisory letters. If your current substance does not meet these standards, address staffing gaps urgently.

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8. Implement the Loan Origination Framework (Where Applicable)

If you manage a fund that originates loans — directly extending credit to borrowers rather than investing in existing debt instruments — the AIFMD II loan origination framework applies unless grandfathered.

Key requirements:

• Structure: Loan-originating AIFs must be closed-ended unless the AIFM can demonstrate that the liquidity risk management system is compatible with an open-ended structure and redemption policy (a high bar)
• Diversification: No single borrower may receive more than 20% of the fund's capital (for funds open to retail investors, lower limits may apply)
• Leverage limits: Loan-originating AIFs are subject to leverage limits
• Risk retention: If the fund originates loans for sale, it must retain 5% of the notional value of each loan sold or transferred for the life of that loan
• Lending policy: A written lending policy must be documented, covering credit assessment, loan approval, monitoring, and default management
• Governance: A remuneration policy ensuring the risk-alignment of credit decisions

For funds constituted before 15 April 2024, the closed-ended structure and limit requirements are grandfathered to 16 April 2029 — but the lending policy, risk retention, and governance requirements apply from 16 April 2026.

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9. Review Depositary Arrangements

AIFMD II introduces a partial depositary passport — allowing a depositary from one Member State to act as depositary for an AIF domiciled in another Member State, subject to conditions. This applies in limited circumstances and is subject to NCA approval, but it changes the landscape for cross-border fund structures.

Action items:

• Review depositary appointment agreements — check whether they require updating to reflect AIFMD II obligations
• For funds using cross-border depositary arrangements, confirm the regulatory position under the partial passport provisions in the home-state implementing legislation
• Ensure depositary agreements include updated provisions on oversight functions, cash flow monitoring, and reporting obligations consistent with AIFMD II requirements

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10. Assess Impact on UCITS Managers

AIFMD II amends both AIFMD and the UCITS Directive. UCITS management companies must also implement LMT requirements for the UCITS funds they manage.

For UCITS managers:

• UCITS funds must select LMTs under the same Delegated Regulation framework
• Suspension of subscriptions/redemptions is already embedded in UCITS — the new requirement adds mandatory selection of at least two additional tools from the harmonised list
• Fund documentation updates (prospectus, KIID/KID) are required
• Many UCITS managers also manage AIFs and must implement requirements for both fund types

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11. Review Marketing Arrangements if You Are a Non-EU AIFM

If you are a non-EU AIFM marketing AIFs in the EU under the National Private Placement Regime (NPPR), AIFMD II introduces enhanced requirements:

• Reverse marketing / solicitation: AIFMD II tightens requirements distinguishing legitimate reverse solicitation from active marketing
• Third-country AIFM cooperation agreements: The AIFM's home jurisdiction must have a supervisory cooperation agreement with the relevant EU Member State NCAs
• Marketing materials: Updated disclosure requirements apply to marketing communications for non-EU AIFs

US and UK-based AIFMs marketing into EU jurisdictions should review whether NPPR conditions in each Member State's implementing legislation have changed. See also the MiCAR reverse solicitation guide for the parallel CASP framework.

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12. Prepare Data Systems for Enhanced Reporting (April 2027 Deadline)

AIFMD II's enhanced Annex IV reporting (the AIFM's regulatory data submission to its home NCA) does not apply from 16 April 2026 — it applies from 16 April 2027. However, many of the data points required are generated by processes that must be operational from April 2026.

Prepare now:

• New LMT-related reporting fields: which tools are selected, activation events, investor impacts
• Delegation reporting data: delegate identities, asset proportions, oversight activities
• Loan origination data: borrower concentration, risk retention status
• Updated leverage and liquidity metrics consistent with new AIFMD II definitions

Engage with your fund administrator, risk system provider, and NCA reporting platform to confirm that the necessary data fields can be populated for the 2027 first submission.

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Jurisdiction Status as of April 2026

For detailed country-by-country transposition status, see our AIFMD II Transposition Tracker.

Jurisdiction	Status
Luxembourg	Bill 8402 in parliamentary process — expected to transpose on time
Germany	AIFMD II transposition bill in Bundesrat process — expected April 2026
Netherlands	Bill in parliamentary consultation — expected close to deadline
France	Draft transposition measures published by AMF — legislative process ongoing
Ireland	Central Bank expects transposition by deadline; legislation in progress
Belgium	Behind schedule — risk of transposition delay

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Action Priority Summary

If your AIFMD II preparation is not complete, prioritise in this order:

1. Open-ended AIFs: LMT selection — requires fund document updates, potentially regulatory approval, investor communication. Cannot be done overnight.
2. Delegation: substance review — supervisory risk is high; NCAs are actively examining this.
3. Article 23 disclosures — update all fund prospectuses; must be delivered to investors before April 16.
4. Loan-originating AIFs: risk retention and structure — enforcement risk if not implemented.
5. Annex IV prep — review current reporting for completeness; begin 2027 data gap analysis.

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Timeline Summary

Date	Action
Now	Complete scope assessment; confirm LMT selection; initiate document updates
16 April 2026	AIFMD II applies. New funds must comply immediately. Existing open-ended AIFs enter LMT transitional period.
16 April 2027	LMT transitional period ends for existing open-ended AIFs. Enhanced Annex IV reporting begins.
16 April 2029	Grandfathering ends for loan-originating AIFs constituted before 15 April 2024

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Frequently Asked Questions

Q: Do UCITS management companies need to comply with AIFMD II?

A: Yes. AIFMD II (Directive (EU) 2024/927) amends both the AIFMD (2011/61/EU) and the UCITS Directive (2009/65/EC). UCITS management companies are subject to the LMT requirements, enhanced investor disclosure obligations, and delegation oversight rules — though the detailed Annex IV reporting requirements apply only to entities authorised under AIFMD.

Q: What happens if my home Member State has not transposed AIFMD II by April 16, 2026?

A: AIFMD II creates obligations on Member States, not directly on AIFMs. If your home NCA's jurisdiction has not transposed the directive by April 16, 2026, the new requirements do not exist as enforceable national law in that jurisdiction. However, NCAs may apply ESMA guidance ahead of formal transposition. AIFMs should implement changes regardless of local transposition status — the legal risk of non-compliance with anticipated obligations is lower than execution risk from waiting. Belgium is the jurisdiction currently at highest risk of delayed transposition.

Q: Is there a grace period for LMT documentation?

A: The Commission Delegated Regulation on LMTs applies from 16 April 2026. New funds constituted from that date must comply immediately. Existing funds benefit from the one-year transitional period to 16 April 2027. However, managers should not interpret this as a reason to delay implementation — updating fund documents, obtaining investor and regulatory approvals, and building operational infrastructure takes months.

Q: What qualifies as "loan origination" under AIFMD II?

A: AIFMD II defines a loan-originating AIF as an AIF "whose investment strategy is mainly to originate loans." The key distinction is between primary origination (the AIF lends directly to a borrower) and secondary market purchases of existing loans. Participation in loan syndicates at origination alongside arranging banks may be caught. Pure secondary market loan purchasers are generally not LO-AIFs. This is a fact-specific analysis — seek legal advice if your fund participates in primary loan markets.

Q: We have a Luxembourg RAIF — does AIFMD II apply?

A: Yes. Reserved Alternative Investment Funds (RAIFs) registered in Luxembourg are AIFs managed by an authorised AIFM. The AIFM is the regulated entity and must comply with AIFMD II — including LMT selection for open-ended RAIFs, loan origination rules for credit-strategy RAIFs, and enhanced delegation oversight if the AIFM delegates portfolio management outside Luxembourg.

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For comprehensive EU regulatory analysis covering AIFMD II, DORA, SFDR, and all key deadlines, see our 2026 EU Financial Regulation Deadline Calendar.