Commission Delegated Regulation (EU) 2026/465 of 17 November 2025 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to regulatory technical standards specifying the characteristics of liquidity management tools

THE EUROPEAN COMMISSION,

Having regard to the Treaty on the Functioning of the European Union,

Having regard to Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (1), and in particular Article 16(2i), second subparagraph thereof,

Whereas:

(1) To protect investors and contain spillover effects, a suspension should apply simultaneously and for the same period to subscriptions, repurchases and redemptions.

(2) To protect existing investors and manage the flow of new investments into an AIF, an AIFM should be able to restrict subscriptions, while continuing to allow repurchases and redemptions by existing investors (‘soft closure’). However, such soft closure of an AIF should not qualify as a liquidity management tool referred to in Annex V to Directive 2011/61/EU, as it does not serve the purpose of managing liquidity risks or addressing redemption pressure under stressed market conditions.

(3) Having regard to the investment objectives and redemption policies of an AIF, the threshold for activating a redemption gate should be determined either at the level of the AIF (‘fund-level gate’) or at the level of the investors (‘investor-level gate’), or as a combination of both. In line with the guidance of the International Organization of Securities Commissions for liquidity risk management of open-ended funds (2), the determination of the activation threshold of a fund-level gate should consider the aggregate net or gross redemption orders at the level of the AIF for a given dealing date or over a specified period. In addition, the activation threshold should be expressed as a percentage of the net asset value of the AIF, as a monetary value, as percentage of the liquid assets referred to in Article 50(1) of Directive 2009/65/EC of the European Parliament and of the Council (3), or as a combination of the above. To mitigate the first mover advantage that may give rise to investor protection concerns and to account for open-ended AIFs with a limited amount of professional investors, the activation threshold of an investor-level gate should consider the individual redemption orders of each investor in the AIF and should be expressed either as a percentage of an investor’s holdings in the AIF or as a percentage of the net asset value of the AIF and compared to that investor’s redemption order. Where the activation threshold is exceeded, an AIFM should be able to decide to activate redemption gates or to still execute redemption orders, having regard to the liquidity of the AIF, the market conditions and the best interests of investors.

(4) Where appropriate to the AIF’s investment objectives and redemption policy, an AIFM should be able to activate a combined redemption gate that includes elements of an investor-level gate and a fund-level gate.

(5) To ensure fair treatment of investors, an AIFM that activates redemption gates should be able to treat the non-executed part of the redemption orders on the basis of predetermined conditions that have been disclosed to investors. Those conditions may include the automatic transfer of the non-executed part of redemption orders to the following dealing date, with or without priority over redemption orders submitted at a later dealing date, or the cancellation of those non-executed redemption orders.

(6) To protect investors and preserve market stability during periods of stress or unusual redemption activity, an AIFM may activate the extension of notice periods. Depending on the investment objective and redemption policy of the AIF, the extended notice period may be a specific number of days, weeks, or months, or a fixed date preceding the redemption date. Where appropriate to the investment strategy and redemption policy of the AIF, the minimum notice period that investors should give to an AIFM when redeeming their units or shares may be equal to zero. In that case, an AIFM should still be able to select and, where appropriate, activate the extension of notice periods by extending the period of notice beyond the zero notice period.

(7) Since the settlement process is usually not controlled by the AIFM, that process should not be included in the extended notice period.

(8) To protect investors, the extension of notice periods should not have any impact on the redemption frequency of the AIF.

(9) In line with the guidance of the International Organization of Securities Commissions for liquidity risk management of open-ended funds, and to ensure that the existing or remaining investors in an AIF are not adversely affected by the liquidity costs caused by subscriptions and redemptions, anti-dilution liquidity management tools, namely redemption fees, swing pricing, dual pricing and anti-dilution levies, should impose on subscribing and redeeming investors the estimated cost of liquidity. Liquidity costs are comprised of explicit and implicit transaction costs of subscriptions or redemptions, including any significant market impact. An AIFM that activates an anti-dilution liquidity management tool should take into account the estimated explicit transaction costs. Where appropriate to the investment strategy of the AIF, the AIFM should also take into account the implicit transaction costs, including any significant market impact of asset purchases or sales to fulfil redemption orders. To account for the diversity of underlying assets of AIFs, where information for the calculation of implicit transaction costs, including significant market impact, are not available or reliable, those transaction costs should be estimated on a best effort basis.

(10) To cover the cost of liquidity generated by redeeming investors, redemption fees should be paid to the AIF by unit-holders or shareholders when redeeming their units or shares. When applying redemption fees, an AIFM should be able to deduct those redemption fees from the amount of money paid to redeeming investors.

(11) As a characteristic of swing pricing, an AIFM should determine a swing factor to be used to adjust the net asset value of the units or shares of the AIF it manages. To ensure that all subscribing and redeeming investors pay or receive the same price when purchasing or redeeming units or shares in an AIF, the published net asset value of the units or shares of that AIF should be the net asset value after application of the swing factor.

(12) To ensure fair treatment of investors and to mitigate the dilution effects caused by transaction costs arising from subscribing or redeeming investors, an AIFM that makes use of swing pricing should have the right to adjust the net asset value of the units or shares of the AIF it manages on each dealing date (commonly referred to as ‘full swing’) or only when the net subscriptions or redemptions are greater than a predetermined threshold (commonly referred to as ‘partial swing’). Under both types of swing pricing, the direction of the swing (i.e., whether the swing factor is added to or deducted from the net asset value of units or shares of the AIF) is determined by the net capital activity of the dealing date. Therefore, for a given dealing date with net subscriptions, the swing factor should be added to the net asset value of the units or shares of the AIF that will be adjusted upward. In the opposite scenario, for a given dealing date with net redemptions, a swing factor should be deducted from the net asset value of the units or shares of the AIF that will be adjusted downward. To ensure fair treatment of investors and facilitate the use of swing pricing under both normal and stressed market conditions, under both types of swing pricing the AIFM should be able to decide to have either a single swing factor or to apply swing factors depending on the size of net capital activity (commonly referred to as ‘tiered approach’) or to apply other possibilities, including mixed approaches.

(13) The characteristics of dual pricing should address its calculation methodology. To account for the diversity of investment strategies and redemption policies, and in line with international recommendations, an AIFM should consider two alternative calculation methodologies for dual pricing by calculating either two distinct net asset values incorporating assets ask and bid prices respectively or by setting an adjustable spread around the net asset value of its units or shares.

(14) To protect remaining investors in the AIF from the dilution impact of potentially large subscriptions or redemptions, an AIFM that activates the anti-dilution levy should apply that levy to redeeming investors in case of net redemptions and to subscribing investors in case of net subscriptions.

(15) An AIFM should be able to activate redemption in kind to prevent the sale of sizable blocks of securities in response to redemption orders, where such sale would be likely to result in significant transaction costs and market price impacts to the shareholders or unit-holders of the AIF it manages.

(16) Authorised participants, and market makers as defined in Article 4(1), point (7), of Directive 2014/65/EU of the European Parliament and of the Council (4) perform essential functions for the day-to-day operations of exchange-traded AIFs. The role of authorised participants and market makers includes acquiring or selling units or shares of an exchange-traded AIF in the secondary market, assisting the AIFM of the exchange-traded AIF in executing orders, and ensuring continuous liquidity and secondary market trading. As part of the regular dealing activity of an exchange-traded AIF, the delivery in whole or in part of underlying securities held by, or on behalf of, an exchange-traded AIF to authorised participants and market makers to fulfil redemption orders should not be considered as an activation of the redemption in kind liquidity management tool referred to in point 8, of Annex V to Directive 2011/61/EU, as such operation does not relate to the liquidity management of the portfolio of an exchange-traded AIF.

(17) To mitigate liquidity risks in connection to assets of the AIF for which economic or legal features have changed significantly or have become uncertain due to exceptional circumstances, an AIFM should be able to activate side pockets through accounting segregation or physical separation.

(18) Where it is in the best interest of the AIF and its investors to keep the side pocket within the existing fund structure, an AIFM should be able to create a side pocket through accounting segregation. In that case, assets for which economic or legal features have changed significantly or have become uncertain due to exceptional circumstances should be allocated to a dedicated share class of the AIF.

(19) Where it is in the best interest of the AIF to physically isolate the assets for which economic or legal features have changed significantly or have become uncertain due to exceptional circumstances, the AIFM should be able to create a side pocket through physical separation. In that case, the affected assets should either remain in the original AIF or be transferred to a new AIF.

(20) To protect investors and mitigate the risk of contagion to the rest of the AIF, side pockets should be closed for subscriptions, repurchases and redemptions. However, in the interest of investors, an AIFM should, irrespective of whether the side pocket is created through accounting segregation or physical separation, be able to dispose of, or liquidate, the side pocket on behalf of the AIF it manages and distribute any proceeds to investors in proportion to their participation in the side pocket.

(21) To ensure legal certainty and consistency with Directive 2011/61/EU, for AIFs constituted after the date of application of this Regulation, this Regulation should apply from 16 April 2026. Compliance with this Regulation would require changes to the fund documentation and an update of the existing processes and technical infrastructure of AIFMs and AIFs to support the activation of the selected liquidity management tools. It is therefore necessary to provide for a transitional period of one year for AIFs constituted before the date of application of this Regulation, to enable those AIFs to adapt to the new regime. However, those AIFs should still have the possibility to choose to be subject to this Regulation from its date of application, i.e. from 16 April 2026.

(22) This Regulation is based on the draft regulatory technical standards submitted to the Commission by the European Securities and Markets Authority.

(23) The European Securities and Markets Authority has conducted an open public consultation on the draft regulatory technical standards on which this Regulation is based, analysed the potential related costs and benefits and requested the advice of the Securities and Markets Stakeholder Group established in accordance with Article 37 of Regulation (EU) No 1095/2010 of the European Parliament and of the Council (5),

HAS ADOPTED THIS REGULATION:

Article 1

Suspension of subscriptions, repurchases and redemptions

An AIFM shall not suspend redemptions without simultaneously suspending subscriptions and repurchases.

Article 2

Redemption gates

The activation threshold shall be set at one of the following levels:

(a) at the level of the AIF (‘fund-level gate’);

(b) at the level of the investors (‘investor-level gate’);

(c) as a combination of both.

(a) as a proportion to the net asset value of the AIF;

(b) as a monetary value;

(c) as a percentage of the liquid assets referred to in Article 50(1) of Directive 2009/65/EC;

(d) as a combination of points (a), (b) or (c).

(a) as a percentage of a unit-holder’s or shareholder’s holdings in the AIF;

(b) as a proportion to the net asset value of the AIF.

Article 3

Extension of notice periods

The extended notice period shall not include the time required for the settlement process.

Article 4

Redemption fees

Implicit transaction costs shall mean costs borne indirectly by the AIF upon acquisition or disposal of assets, that primarily arise from the bid-ask spread and market impact. Those implicit transaction costs may vary depending on the type of underlying assets and market conditions.

Article 5

Swing pricing