AIFM II: the AMF updates its doctrine to make introducing liquidity management tools easier for UCITS and AIFs

In the context of the entry into force of the provisions of the AIFM II Directive, which apply to both AIF investment management companies and UCITS managers, the AMF is introducing a transitional regime for authorisation and the information to be provided to unitholders, in order to facilitate the introduction of the liquidity management tools required by the Directive.

Background

The AIFM II Directive requires that investment management companies equip open-ended UCITS and AIFs with at least two of the following liquidity management tools:

gates;
extension of notice periods;
redemption fees that accrue to the fund;
swing pricing;
dual pricing;
anti-dilution levies (ADLs);
redemption in kind (only for professional investors).

Only those funds that have been authorised under the European regulation on money market funds (MMFs) will be permitted to select just one liquidity management tool.

The introduction of these tools is required as soon as the provisions resulting from the transposition of the AIFM II Directive come into force, i.e. by 16 April 2026.

However, the delegated regulations adopted by the European Commission on 17 November 2025 (which will be published in the Official Journal of the European Union at the end of the European Parliament and Council's right of objection period), which contain details of how these tools will operate, provide for a transitional period: UCITS and AIFs created before 16 April 2026 will have one year to comply, i.e. until 16 April 2027.

Under French law, for authorised UCITS and AIFs, the introduction or modification of some of these tools requires prior authorisation from the AMF and/or specific information to be provided to unitholders, together with fee-free exit. This is the case, under the conditions set out in Instructions DOC-2011-19, DOC-2011-20, DOC-2011-21, DOC-2011-22 and DOC-2011-23, for gates, redemption notices and redemption fees that accrue to the fund.

Introduction of a transitional regime

To make it easier for funds to comply with these new requirements, the AMF has established a transitional regime for UCITS and AIFs created before 16 April 2026.

Instructions DOC-2011-19 to DOC-2011-23 have therefore been amended to provide for the temporary lifting of the authorisation, specific information and prior exit without fees requirements, subject in particular to:

submission of the amended legal documentation to the ROSA database;
for gates,
- compliance with the conditions set out in AMF Instruction DOC-2017-05, and in particular that the gates trigger threshold stipulated in the fund's regulatory documents is in line with the trigger thresholds specified in the Instruction, and,
- activation by the investment management company that is conditional in the documentation on the fact that "exceptional circumstances so require, and the interests of the unit or shareholders or the public so dictate";
for the mechanism for increasing the redemption notice period: the notice period remains unchanged under normal market conditions. It can only be increased if the liquidity situation so requires.

Investment management companies complying with these conditions may inform unitholders of these changes by any means, including by one general communication covering several funds. These communications will aim to be as informative as possible, so as to help investors properly understand how the liquidity management tools work.

The AMF reiterates that the selection, calibration and activation of liquidity management tools are fully the responsibility of the investment management companies. In this respect, investment management companies provide the AMF with a technical note explaining the choice made and the methodology used, as soon as the tools are included in their legal documentation.

The AMF is empowered to monitor the adequacy of these mechanisms as part of its supervisory activities. It will be able to check that the tools chosen are consistent with the fund's strategy, the liquidity of the assets in the portfolio and the interests of investors.

Other impacts on AMF doctrine

The entry into application of the provisions arising from the transposition of the AIFM II Directive, the Delegated Regulation and the ESMA guidelines will require the AMF to review its doctrine, and in particular Instruction DOC-2017-05, to bring it into line with European legislation.

Certain amendments to the Instruction will require the Monetary and Financial Code and the AMF General Regulation to first be amended. The AMF has already identified that the need to set a maximum duration for gates, as currently provided for in its doctrine and General Regulation, is not compatible with the delegated regulations adopted by the Commission. Investment management companies can anticipate this change by already stipulating in their legal documentation that this maximum period will be abolished once the delegated regulations come into application.

On the other hand, the AMF is, as of now, removing the requirement for FCPRs and OPCIs whose units are subscribed and redeemed at the request of unitholders to execute and settle redemption requests within 18 months and one year respectively of receipt of the order.