AIFMD II 2026 – borrowing AIFs, 5% risk retention and fund control | Word/PDF/Excel

Do you manage an alternative investment fund that grants or acquires loan exposures? From 1 July 2026, a new Swedish regulatory framework for lending by alternative investment funds will apply. With this specialist package, AIF managers can document applicability and transitional rules, screen prohibited borrowers, monitor retained exposure when selling loans, and review leverage and concentration risks.

Legal basis: the Swedish Act (2013:561) on Managers of Alternative Investment Funds (LAIF), as amended by SFS 2026:910, particularly Chapter 1, Section 11, Chapter 8, Section 4, and Chapter 8a, Sections 1–12. The EU background is AIFMD II, Directive (EU) 2024/927. The product is a practical control package, not a fund authorization application, FI certification, or actual credit/NAV review.

Target Audience and Use

For Swedish AIF managers, alternative credit funds, private debt and corporate loan funds, as well as risk functions, compliance, investment committees, and fund lawyers. The regulatory framework must first be assessed against the manager's authorization or registration: a registered manager below the thresholds is not automatically covered by all provisions in Chapter 8a. The structure of the individual AIF and any sectoral or EU fund rules may change the result.

The Eight Document Types

Excel – Nine Tabs with Indicative Calculations

Fund Profile, Loans, Counterparties, Concentration, Retention, Leverage, Actions, Overview, and Read Me. You can enter source-controlled amounts for nominal loans and investable fund capital, original and remaining loan amounts, fund exposure, and NAV. Excel calculates indicative ratios and displays eight aggregation indicators. Each status has its own control, and eight synthetic error types have been tested.

Important: A calculated ratio on the correct side of a limit does not mean that the fund legally meets the requirements. The manager must independently verify the exposure calculation method, that the correct borrower category has been selected, the actual retention period, applicable exceptions, and transitional provisions. An empty register shows zero and does not imply approval.

The Regulatory Framework – Key Differences

The definition of a lending AIF: according to Chapter 1, Section 11 of LAIF is a fund whose investment strategy is primarily direct/indirect loans, or whose issued loans nominally correspond to at least 50% of NAV. Other AIFs that issue loans may also be covered by certain lending provisions.

20% is not a general credit limit: Chapter 8a, Section 1 limits nominal loans to the same borrower to 20% of the fund's capital only when the borrower belongs to specially designated financial firms or fund categories. The start date of the limit, temporary deviations, and possible regulatory extensions are handled separately in Chapter 8a, Sections 2–4. Fund capital and NAV are not interchangeable terms.

Prohibited counterparties: Chapter 8a, Section 5 prohibits loans to, among others, the manager and its personnel, the fund's custodian, certain delegated entities, and certain group companies, with a narrowly defined group exception.

5% risk retention: according to Chapter 8a, Sections 6–8, a fund may not have lending as a strategy solely to transfer away the exposure. As a general rule, the fund must retain at least 5% of the nominal amount of the relevant loan. The retention period varies: generally until maturity for loans under eight years or consumer loans, and at least eight years for longer loans to other borrowers. Exceptions and legacy loans must be checked individually.

Leverage and open funds: according to Chapter 8a, Sections 9–11, lending AIFs must generally be closed; an open form may be used if special conditions are met. Leverage limits are normally 175% for open and 300% for closed funds, expressed as an exposure ratio against NAV according to the correct EU calculation method, with explicit special rules.

Important transitional rules: SFS 2026:910 applies from 1 July 2026. Funds formed before 15 April 2024 and loans issued before that date have different transitional provisions. Under certain conditions, special restrictions/transitions apply until April 2029. There is therefore no general exemption for legacy funds. Check SFS 2026:910 and current LAIF.

Consumer loans: Chapter 8a, Section 12 contains a prohibition on consumer loans other than specially permitted credit forms. An amended wording comes into force on 20 November 2026. Verify the correct provision for agreements and the fund's actual operations; this template does not replace any credit law review.

How to Use the Package

1. Check authorization/registration, the fund's definition, formation date, and relevant existing loan dates.
2. Inventory direct and indirect loans and separate the fund's capital from NAV.
3. Assess prohibited counterparties and the 20% limit only in the affected counterparty categories.
4. When selling loans: assess the 5% requirement per loan, retention period, exceptions, and transition.
5. Assess whether the fund is a lending AIF, the liquidity requirements of the fund type, and the correct exposure ratio.
6. Collect actual source evidence in a protected fund file and register only de-identified IDs in Excel.
7. Document STOP, INVESTIGATE, or the next approved control step with an authorized legal/risk attestation.

Frequently Asked Questions

Does the 5-percent rule apply to every loan that is transferred?

As a general rule, every relevant issued loan is assessed individually. The transitional rules for legacy loans and exceptions in Chapter 8a, Section 8 may affect the obligation. It is not enough for the fund to retain 5% of the portfolio in total.

Can the fund never lend more than 20% of the capital to one customer?

No. The special 20% limit only applies to designated categories of financial firms and funds. Other loans still require risk management and compliance with other rules.

Is a lending AIF always a closed fund?

Closed form is the general rule. Chapter 8a, Section 9 contains conditions for open lending AIFs, including appropriate liquidity risk management and certain FI notification.

If a fund was formed in 2023, does everything apply only in 2029?

No. There are several different transition points. The fund's start date, new capital, existing June 2026 exposure, and each loan's issuance date can yield different results.

Can Excel automatically approve a loan sale?

No. Excel only calculates specified ratios and control statuses. Approval requires actual documentation, legal review, credit risk assessment, and authorized attestation.

Can I use the package as an application to the Swedish Financial Supervisory Authority?

No. It is an internal decision and control basis, not an official application, notification, or report.

Are the PDF files digitally fillable?

No. PDF is searchable and printable, while Word and Excel are editable.

Are English work templates included?

No. The five operational work templates and Excel are in Swedish; an English user guide describes how the files are used.

Version, Sources, and Review Level

Version 1.0 · 12 November 2026 · Jurisdiction Sweden/EU. The check against the Swedish Act (2013:561), SFS 2026:910, the forthcoming wording through SFS 2026:1021, Directive (EU) 2024/927, FFFS 2026:25, and Government Bill 2025/26:186 has been performed with AI assistance. No external legal review, independent fund audit, recalculation of actual loan positions, customer credit review, or regulatory approval has been performed. Used only after business-specific review by an authorized fund lawyer and risk and compliance function. The product is an unpublished Shopify draft without customer file linkage in Digital Products.