As of 16 April 2026, all (licensed) AIFMD managers and UCITS managers must comply with the amendments introduced by AIFMD II. Although there is still sufficient time to meet the new requirements, many AIFMD and UCITS managers have not yet started implementing the new requirements at all. In this news item, we explain recent developments regarding AIFMD II and indicate which steps can be taken in the coming period to comply with the new requirements in time.
On 26 March 2024, the final texts of AIFMD II were published in the Official Journal of the EU. Because this is a European directive, these requirements must be transposed into national legislation by the various EU member states. This is why AIFMD and UCITS managers do not have to comply with the new requirements until 16 April 2026. A consultation has recently been launched for the implementation of AIFMD II into Dutch legislation. Managers are also increasingly preparing to comply with the new requirements in time.
On 9 April 2025, the Ministry of Finance launched a consultation on the implementation of AIFMD II into Dutch legislation.
The consultation document shows, among other things, that the legislator intends to implement AIFMD II into the Dutch Financial Supervision Act with a ‘policy-neutral’ approach. This means that the implementation will closely follow the literal texts of the European directive and little to no additional rules or guidance will be provided.
In itself, it is good that, unlike many implementation processes in the past, no ‘gold-plating’ will be added to the European legislation, which would make Dutch requirements stricter than in other European countries. On the other hand, the lack of further guidance means that it remains unclear how certain (new) requirements should be interpreted or applied for specific topics.
An example of the latter is that the consulted bill and its explanatory memorandum do not show how the new requirement of a full-time dual board is applied in the event that the manager has more than two board members. Although we believe that in such a case the number of full-time hours may be ‘spread’ over the total number of board members, this is not explicitly stated in the consultation documentation. This may be clarified when the bill is submitted to Parliament.
It is also noteworthy that the consultation document shows that the Netherlands wants to make use of all three member state options indicated in the directive. This concerns, firstly, the extension of permissible ancillary activities under the revised directive, secondly, allowing investment funds to provide credit to consumers (whereby, of course, consumer credit regulations will apply), and finally, (under conditions) allowing a depositary to be appointed who is established in another EU member state.
Striking is a proposed new provision that gives the AFM the authority to request a manager to provide additional reports to the AFM concerning the safeguarding of the integrity of the financial system or the promotion of sustainable long-term growth. Although AIFMD II provides scope to require such a report, the AFM appears to be able to make much broader use of this possibility based on the consultation document than was intended by the European directive. It is of course still unclear to what extent the AFM will make use of this authority.
Finally, the consultation documentation shows that the legislator expects the main impact for managers of investment funds to concern the additional requirements for loan-originating investment funds, the use of liquidity management tools for open-end investment funds, tightened outsourcing rules, and new reporting obligations for UCITS managers.
With less than a year remaining before AIFMD II enters into force and the contours of its implementation into Dutch legislation are (more than) visible, the time has come for managers of investment funds and UCITS to take targeted steps to implement the new regulations into their operations. Prospectuses and fund regulations or articles of association must also be amended in time to meet the new (transparency) requirements.
Many parties have already considered the impact of AIFMD II and the strategic choices it may entail. It is now time to translate this into policies and procedures and take steps to adjust operational processes.
In particular, managers that (intend to) manage investment funds involved in granting (consumer) credit will need time to adapt processes and take the necessary steps. For managers of open-end investment funds, the time has come to make choices regarding the liquidity management tools to be used and their embedding in operations and in policies and procedures.
Managers where not at least two persons perform executive duties on a full-time basis, or where board members have time-intensive ancillary functions, may need to look for other or additional board members to meet the tightened requirements. This may also lead to other adjustments in governance and the redistribution of responsibilities. Furthermore, new board members must be assessed in time by the AFM for fitness and propriety.
This news item provided an update on the state of affairs regarding AIFMD II one year before the new requirements come into force and managers of investment funds and UCITS managers must comply with the new requirements. As this news item shows, the time has come to take steps to implement the new requirements and to comply with the stipulated requirements of AIFMD II in time.
If you would like more information on this subject or on other topics related to the AIFMD or UCITS directive, Projective Group – Risk & Compliance can assist you. Feel free to contact us.
