Amendment to the ZISIF and AIFMD II

What is changing and why you should act now

The ZISIF, i.e., Act No. 240/2013 Coll., on Investment Companies and Investment Funds, is the backbone of Czech fund regulation. The amendment promulgated as No. 130/2026 Coll., signed by the President of the Republic on 16 July 2026, transposes the AIFMD II Directive into it.

For most managers, this is not a revolution. However, it concerns three areas where the fund business has evolved the most in recent years and where regulation has lagged: loan origination (private credit) strategies, liquidity management for open-ended funds, and extensive delegation of activities to external entities.

The practical consequence is therefore specific: most managers will have to revise their fund statutes, internal regulations, and agreements with delegated persons. Not because they were doing anything wrong, but because the law now requires certain things to be explicitly described, measurable, and demonstrable.

Fund loans: private credit gets its own rules

The amendment explicitly provides that the management of a special fund, a qualified investors fund, or a comparable foreign fund may also include the acquisition of receivables from so-called fund loans – i.e., loans granted on behalf of the fund or structured for the fund.

Crucially, the term also covers indirect forms of exposure. If the manager participated in structuring the loan or in the preliminary negotiation of its parameters and the receivable is subsequently assigned to the fund, it falls under the same regime. This significantly narrows the scope for circumventing the rules through subsequent acquisitions of receivables.

If you are currently planning a more complex loan portfolio or an acquisition of receivables, take a look at our specialisation in transactions and M&A– we will be happy to help you set up the entire structure to be legislatively clear and secure.

A fund manager that acquires receivables from fund loans must, in particular:

• establish and apply policies and procedures for acquiring these receivables, assessing credit risk, and managing and continuously monitoring the credit portfolio,

• review these procedures regularly – a formal document that no one ever opens will not meet the requirement,

• respect risk concentration limits towards defined types of debtors,

• not acquire receivables from selected related or involved persons,

• adhere to the rules for attributing income from loans to the fund.

Two things deserve special attention. Firstly, the prohibition of a strategy based solely on granting a loan for the purpose of its subsequent assignment – the regulation thus targets the "originate-to-distribute" model, where the fund does not actually bear the economic risk of the loan. 

Secondly, the obligation to retain 5% of the nominal value of selected assigned receivables from a fund loan, with exceptions mainly for risk management reasons. The aim is to align the manager's interest with the quality of the loans the fund generates and passes on.

"Loan-originating fund": a new category with its own regime

The amendment introduces a separate category – a loan-originating fund. This will be a fund whose investment strategy consists primarily of acquiring receivables from fund loans, or a fund in which these receivables reach at least 50% of the fund's capital.

The second test is trickier in practice. A fund can fall into this category even without intending to – simply by how its portfolio composition evolves over time. This is precisely why every fund with loan exposure should have continuous monitoring of this indicator in place, not just a one-off assessment at its inception.

A stricter regime applies to this category:

• The basic rule is a closed-ended fund structure.

• An open-ended structure is possible only if the manager demonstrates that the liquidity management system corresponds to the fund's investment strategy and redemption rules.

• The leverage limit is 175% for open-ended funds and 300% for closed-ended funds.

The logic is understandable: a loan portfolio is usually less liquid than a portfolio of publicly traded securities. Promising investors quick redemptions against a hard-to-liquidate portfolio is a recipe for a problem that will affect precisely those investors who remain in the fund.

Real estate funds and QIFs (Qualified Investor Funds) in particular face this challenge in practice. If you manage or are planning a real estate-focused fund, take a look at our page on real estate law – our Prague-based legal team can help you fine-tune the asset structure and fund statute to fully comply with the new requirements for liquidity and risk management.

Liquidity management tools: open-ended funds must choose in advance

The manager of an open-ended fund will have to specify at least two suitable liquidity management tools from a defined list in the statute or a comparable document. For money market funds, one tool will suffice.

The list includes, for example, redemption gates, notice periods, redemption fees, anti-dilution levies, swing pricing, dual pricing, redemptions in kind, and side pockets. Suspension of subscriptions and redemptions and side pockets remain tools for exceptional situations – usable only when circumstances require and it is justified in the interest of investors.

The purpose of the regulation is not to complicate normal redemptions. The purpose is for the fund to have the tool described and ready before it is needed. Improvising during a wave of redemptions is the fastest way to disputes with investors.

A note on timing: this particular part of the amendment has a delayed effective date, and in line with European regulation, it is expected to be 16 April 2027. However, amending a statute is not a one-afternoon administrative task, especially for funds with multiple sub-funds.

Delegation of activities: the end of "letterbox" managers

AIFMD II responds to managers who formally hold a license but have a substantial part of their activities actually performed by someone else. The amendment therefore tightens the rules for delegating the performance of individual activities to other persons and expands the range of information to be notified to the Czech National Bank.

For delegated activities, the manager will have to notify, among other things, details of the delegated person, the scope of the delegation, information on its own human resources, the volume and proportion of the fund's assets affected by the delegation, the resources allocated to supervising the delegated person, and information on regular reviews. Similar rules also apply to sub-delegation by an already delegated person.

Delegation remains legitimate and often necessary in practice. However, it must now be demonstrable that the manager retains sufficient expertise, control, and responsibility. The test is shifting from "we have a signed contract" to "we can prove that we understand and control it".

Senior management and conflicts of interest in funds established at the instigation of a third party

The amendment explicitly formulates requirements for the senior management of the manager: trustworthiness, professional competence, sufficient experience, and time capacity. The manager must have at least two senior managers residing in a Member State, and these persons must devote sufficient time to performing their function.

Even more interesting in practice is the new regulation of conflicts of interest when managing a fund at the instigation of another person. A typical scenario: a fund is created on the initiative of a developer, sponsor, or group that also supplies projects to it, provides services, or is a counterparty to transactions.

This model is not prohibited. However, the new rule is that the manager must take reasonable measures to prevent conflicts of interest, notify the Czech National Bank of them, and, where applicable, manage, monitor, and transparently disclose such conflicts to investors.

For development and real estate structures where the fund is part of a wider group, this means one thing: intra-group relationships must be described, set at arm's length, and demonstrable.

The lawyers at ARROWS regularly encounter this constellation in real estate funds, and the weak point is often informal agreements. If you are building and financing projects through fund structures, take a look at our services for development and construction law – our Prague-based legal team can help you straighten out intra-group contracts so that they pass supervisory inspection without any problems.

Depositary: opening the door to foreign banks

The amendment allows a foreign bank with its registered office in another Member State to act as the depositary of a special fund under certain conditions, even if it does not have a branch in the Czech Republic. This is conditional on a decision by the Czech National Bank based on an application from the manager.

Furthermore, it is required, among other things, that the services offered by persons on the list of investment fund depositaries do not cover the needs of the given fund with regard to its investment strategy. A limit on the value of assets of managed special funds and qualified investor funds will also apply.

This will not become a mass phenomenon. However, for specialised structures where the Czech market does not offer a sufficiently suitable solution, it is a real expansion of the options for choosing a depositary.

Effective date and transitional provisions: what applies from when

The amendment was promulgated in the Collection of Laws under No. 130/2026 Coll. It generally takes effect on the first day of the second calendar month following its promulgation. Selected changes, particularly in the area of liquidity management tools, are postponed until 16 April 2027.

For some obligations, a six-month period is provided to bring circumstances into compliance with the new regulation. Special transitional rules apply to loan-originating funds and differentiate, among other things, based on whether the fund was established before or after 15 April 2024, or whether it is raising additional capital.

The practical recommendation is therefore clear: do not rely on a single general effective date. For each fund, it is necessary to individually assess which rules apply to it, from when, and whether any transitional provisions can be relied upon. For groups with multiple funds and sub-funds, such an analysis will usually result in several different deadlines, not just one.

What to do now: a practical guide

The amendment provides time for preparation, but not as much as it might seem at first glance. We recommend the following procedure:

1. Map the loan exposure of all funds and sub-funds – including receivables acquired by assignment and intra-group financing.

2. Calculate the proportion of receivables from fund loans to the fund's capital and set up its continuous monitoring, not a one-off calculation.

3. Review the statutes of open-ended funds and select liquidity management tools that match your strategy – not the ones that are easiest to write down.

4. Revise your outsourcing map: who does what, what volume of assets it affects, who controls it, and how often it is reviewed.

5. Describe conflicts of interest with the fund's founder or sponsor and set up their management and communication to investors.

6. Create a timeline of individual obligations for each fund separately, taking into account the transitional provisions.

Final summary

The ZISIF amendment published as No. 130/2026 Coll. is not a rewrite of fund regulation. However, it brings the biggest practical changes exactly where the market has evolved the most in recent years: in loan funds, in open-ended funds with real liquidity risk, and in managers built on extensive outsourcing.

For managers, this is not just a legislative update. It is a reason to re-examine whether fund documentation, internal processes, and contractual relationships correspond to the new regulatory logic – and whether they would stand up to a supervisory inspection.

The good news is the transitional periods. However, they should not lead to procrastination. Especially for funds with a loan strategy, open-ended funds, and managers with an extensive delegation model, it is advisable to start the impact analysis even before the amendment takes effect. The lawyers at ARROWS law firm will be happy to help you with this – from the initial analysis to amending statutes and communicating with the Czech National Bank. Contact us at konzultace@arws.cz.