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

• CELEX: Delegated Regulation (EU) 2026/465
• Articles: 11

Article 1 Suspension of subscriptions, repurchases and redemptions

1.   An AIFM shall suspend subscriptions, repurchases and redemptions simultaneously, for the same period and for all investors of the AIF.

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

2.   A suspension of subscriptions, repurchases and redemptions shall be temporary, strictly limited to the period necessary to address the exceptional circumstances that justify that suspension, and may only be implemented where it is duly justified having regard to the best interests of investors.

3.   For an AIF with multiple share classes, the suspension of subscriptions, repurchases and redemptions shall apply to all the share classes of that AIF.

Article 2 Redemption gates

1.   An AIFM that decides to activate redemption gates shall apply those redemption gates uniformly to all investors of the AIF.

2.   A redemption gate shall have an activation threshold below which the redemption gate cannot be activated.

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.

3.   Where the activation threshold is set in accordance with paragraph 2, second subparagraph, point (a), it shall be based on the total net or gross redemption orders of the AIF received for a given dealing date or over a specified period and it shall be expressed as one of the following:

(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).

4.   Where the activation threshold is set at investor level in accordance with paragraph 2, second subparagraph, point (b), it shall be based on the individual gross redemption orders submitted by each unit-holder or shareholder for a given dealing date or over a specified period and it shall be expressed as one of the following:

(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.

5.   An AIFM that decides to activate a redemption gate shall execute on a pro rata basis the redemption orders from all investors of the AIF for a given dealing date for an amount that corresponds to at least the level of the activation threshold.

Article 3 Extension of notice periods

1.   The extended notice period shall cover the period between the receipt of the redemption order by the AIFM and its execution.

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

2.   The extension of the notice period shall not have any impact on the redemption frequency of the AIF.

Article 4 Redemption fees

1.   The predetermined range of redemption fees shall take into account the estimated explicit transaction costs. Where appropriate to the investment strategy of the AIF, the predetermined range of redemption fees shall also take into account the implicit transaction costs, including any significant market impact of asset sales to meet those redemptions. Those implicit transaction costs shall be estimated on a best effort basis.

2.   Redemption fees shall be expressed as a percentage of the gross redemption orders or as a monetary value, or a combination of both. The level of redemption fees may vary in accordance with the size of the redemption order.

3.   For the purposes of paragraph 1 of this Article and Articles 5, 6 and 7, explicit transaction costs shall mean costs that are directly borne by an AIF for its acquisition or disposal of assets that are stable in amount and quantifiable in advance of the transaction. Those costs may include brokerage fees, trading levies, taxes and settlement 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

1.   The swing factor shall include the estimated explicit transaction costs referred to in Article 4(3), first subparagraph. Where appropriate to the investment strategy of the AIF, the swing factor shall also include the implicit transaction costs referred to in Article 4(3), second subparagraph, including any significant market impact of asset purchases or sales, to meet those subscriptions or redemptions. Those implicit transaction costs shall be estimated on a best effort basis.

2.   The swing factor shall be expressed as a percentage of the net asset value of the units or shares of the AIF.

3.   An AIFM may apply swing pricing where there is a difference between the redemption orders and the subscription orders (‘full swing’) or where the difference exceeds a predefined activation threshold (‘partial swing’). In either case:

(a)

where the difference between the redemption orders and the subscription orders for a given dealing date results in net redemptions, the swing factor shall be deducted from the net asset value of the units or shares of the AIF;

(b)

where the difference between the redemption orders and the subscriptions orders for a given dealing date results in net subscriptions, the swing factor shall be added to the net asset value of the units or shares of the AIF.

4.   Swing pricing may include different swing factors corresponding to different activation thresholds.

Article 6 Dual pricing

1.   An AIFM that activates dual pricing shall for that purpose use one of the following calculation methods:

(a)

calculation of two net asset values:

(i)

one net asset value for subscriptions, determined on the basis of the ask prices of the assets held by the AIF;

(ii)

one net asset value for redemptions, calculated on the basis of the bid prices of the assets held by the AIF;

(b)

calculation of only one net asset value for subscribing and redeeming investors.

2.   For both calculation methods referred to in paragraph 1, the costs of liquidity by which the net asset value per unit or share is adjusted shall include the estimated explicit transaction costs referred to in Article 4(3), first subparagraph. Where appropriate to the investment strategy of the AIF, such costs of liquidity shall also include the implicit transaction costs referred to in Article 4(3), second subparagraph, including any significant market impact of asset purchases or sales to meet those subscriptions or redemptions. Those implicit transaction costs shall be estimated on a best effort basis.

Article 7 Anti-dilution levy

1.   Anti-dilution levies shall include the estimated explicit transaction costs referred to in Article 4(3), first subparagraph. Where appropriate to the investment strategy of the AIF, anti-dilution levies shall also include the implicit transaction costs referred to in Article 4(3), second subparagraph, including any significant market impact of asset purchases or sales to meet those subscriptions or redemptions. Those implicit transaction costs shall be estimated on a best effort basis.

2.   Anti-dilution levies shall be expressed as either of the following:

(a)

a percentage of the subscription or redemption orders;

(b)

a monetary value.

3.   An AIFM may activate anti-dilution levies where on a given dealing date:

(a)

the aggregate amount of redemption orders exceeds that of subscription orders, resulting in net redemptions;

(b)

the aggregate amount of subscription orders exceeds that of redemption orders, resulting in net subscriptions.

For the purposes of point (a), the anti-dilution levy shall be deducted from the amount paid to redeeming investors.

For the purposes of point (b), the anti-dilution levy shall be charged to subscribing investors.

Article 8 Redemptions in kind

1.   A redemption in kind shall correspond to the transfer of assets held by the AIF to redeeming investors instead of cash to meet redemption orders. The transfer of assets to investors may be direct, or indirect via intermediaries.

2.   The delivery, during the course of regular dealing activities of an exchange-traded AIF, in whole or in part of underlying securities held by, or on behalf of, the exchange-traded AIF to an authorised participant or market-maker to satisfy redemption orders shall not be considered an activation of the redemption in kind referred to in point 8 of Annex V to Directive 2011/61/EU.

Article 9 Side pockets

1.   A side pocket may take one of the following forms:

(a)

a dedicated share class of the AIF created specifically to implement the accounting segregation of the assets whose economic or legal features have changed significantly or have become uncertain due to exceptional circumstances from the other assets of that AIF (‘accounting segregation’);

(b)

a separate AIF created specifically to separate the assets whose economic or legal features have changed significantly or have become uncertain due to exceptional circumstances from the other assets of that AIF (‘physical separation’).

2.   For the purposes of the side pocket referred to in paragraph 1, point (a), new subscriptions, repurchases and redemptions in share classes other than the share class dedicated to the side-pocket shall be executed on the basis of the net asset value of the AIF, which shall be calculated after excluding the assets that are subject to the accounting segregation.

The side pocket share class shall be closed to subscriptions, repurchases and redemptions.

3.   Where an AIFM activates a side pocket as referred to in paragraph 1, point (b), the assets whose economic or legal features have changed significantly or have become uncertain due to exceptional circumstances shall either:

(a)

remain in the original AIF, while the other assets shall be transferred to a new AIF, or be transferred through a merger into an existing AIF; or

(b)

be transferred to the new AIF, while the other assets remain in the original AIF.

The side pocket shall be closed to subscriptions, repurchases and redemptions.

Where an AIFM activates a side pocket in accordance with the first subparagraph, point (a), it shall manage the new AIF in accordance with the investment strategy of the original AIF.

Where an AIFM activates a side pocket in accordance with the first subparagraph, point (b), it shall continue to manage the original AIF in accordance with its existing investment strategy.

4.   Upon the creation of a side pocket, each investor shall be allocated units or shares in the side pocket in proportion to their respective participation in the original AIF.

Article 10 Transitional provision

Until 16 April 2027, AIFs that were constituted before 16 April 2026 shall be deemed to comply with this Regulation. Those AIFs may, however, choose to be subject to this Regulation from 16 April 2026, provided that the AIFM notifies the competent authorities of its home Member State thereof.

Article 11 Entry into force and application

This Regulation shall enter into force on the twentieth day following that of its publication in the Official Journal of the European Union.

It shall apply from 16 April 2026.