Background: From AIFMD to AIFMD II
The Alternative Investment Fund Managers Directive (AIFMD) has governed the management and marketing of alternative investment funds in the EU since 2013. After a decade of implementation experience, the European Commission initiated a targeted review, resulting in the AIFMD II amending directive which entered into force in 2024, with member states required to transpose the provisions by mid-2026.
The revision was designed to address specific gaps and inconsistencies that emerged in practice — particularly around loan origination funds, delegation arrangements, liquidity management, and the harmonisation of marketing rules across member states.
Key Changes for Real Asset Managers
The most significant change for real asset fund managers is the introduction of a dedicated regulatory framework for loan origination funds. Funds that originate loans as their primary activity must now comply with new diversification requirements, leverage limits, and risk retention rules. This directly impacts real estate debt strategies and infrastructure lending vehicles.
On delegation, AIFMD II introduces enhanced substance requirements for fund managers that delegate portfolio management or risk management functions. Managers must demonstrate that they retain genuine decision-making authority and cannot become "letterbox" entities. For groups with cross-border structures, this may require restructuring of management arrangements.
Liquidity Management Requirements
AIFMD II mandates that managers of open-ended AIFs must have access to at least two liquidity management tools from a prescribed list — which includes redemption gates, notice periods, swing pricing, anti-dilution levies, and redemption in-kind. This requirement is most relevant for semi-liquid real asset fund structures that have proliferated in recent years.
For managers of closed-ended real asset funds, the liquidity provisions are less impactful, though enhanced disclosure requirements around liquidity risk management will apply to all AIFMs.
What Managers Should Do Now
With transposition deadlines passed, managers should have already assessed the impact of AIFMD II on their fund structures and delegation arrangements. Priorities include reviewing loan origination fund compliance, stress-testing liquidity management tool selections, and updating investor disclosure documents to reflect enhanced reporting requirements. Thunderbirds Holding's institutional advisory team supports clients in navigating regulatory change across all major jurisdictions.