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You can find the right European allocator, confirm the strategy fits, and still be unable to sell them your fund. Not because the relationship failed, but because your structure or your marketing route does not work in their jurisdiction.
This is the part of European fundraising most US managers treat as a compliance detail to handle once a commitment is close. It is actually an eligibility gate that should run before you build the target list, and as of April it sits inside a regime that just changed.
In this article, we’ll cover what AIFMD II actually changed on 16 April 2026, which parts genuinely affect a US manager and which do not, why the bigger risk is fragmentation rather than any single rule, and where MiFID II fits.
What Changed on 16 April 2026
AIFMD II came into force on 15 April 2024, and EU member states were required to transpose it into national law by 16 April 2026 (Skadden, April 2026).
The headline reforms fall into four areas. Loan-originating funds now face a harmonised regime, including leverage caps of 300% for closed-ended funds and 175% for open-ended funds, a requirement to retain at least 5% of the notional value of loans originated and sold, and new diversification requirements.
Delegation arrangements face enhanced oversight, with managers required to present a clear rationale for delegated management and to demonstrate substance through at least two EU-resident individuals dedicated to senior management activities.
Open-ended funds and UCITS must now select at least two liquidity management tools from a harmonised list, which includes redemption gates, swing pricing and redemption fees, and disclose their choices to investors.
And reporting obligations expanded across fees, delegation, liquidity and loan portfolios.
Which Parts Actually Apply to You
Here is the part that gets lost in most coverage: AIFMD II’s headline reforms apply to EU alternative investment fund managers. If you are a US manager without an EU entity, the loan origination caps, the liquidity management tool requirements and the substance rules do not bind you directly.
That does not make the regime irrelevant to you. It changes how it reaches you.
If you delegate portfolio management to or from an EU manager, the enhanced delegation oversight and substance requirements touch that arrangement. If you are considering establishing an EU management company to access the marketing passport, you are opting into the full regime. And if you market through national private placement regimes, the conditions attached to that route sit alongside AIFMD II rather than outside it.
The most common US approach remains the national private placement regime under Article 42, which allows a non-EU manager to market to professional investors in individual member states without a full passport, on a country-by-country basis.
See which European institutions can accept your fund structure before you build the target list, book a demo of Dakota Marketplace.
The Bigger Problem Is Fragmentation
In October 2025 the European Commission announced it would not adopt certain nonessential Level 2 regulatory measures before 1 October 2027 (Skadden, April 2026). Those are the technical standards that supplement the directive.
The practical effect is that member states are now implementing AIFMD II’s Level 1 text without the detailed technical standards that would have standardised interpretation. Skadden’s assessment is that this creates scope for national authorities to interpret the rules differently and for gold-plating at the member state level.
For a US manager this matters more than any individual reform. It means the answer to “can I market this fund here” is increasingly a different answer in Germany than in France than in the Netherlands, and it will stay that way for at least another year.
Then there is the UK. HM Treasury consulted on a new domestic framework through June 2025, proposing to replace AUM-based thresholds with NAV-based categories: large firms above £5B, midsize between £100M and £5B, and small firms below £100M, with proportionately lighter requirements for the smaller two (Skadden, April 2026). Draft legislation and FCA rules were expected in the first half of 2026.
The UK is explicitly aiming for a more flexible regime than the EU’s. That divergence is now a planning assumption rather than a possibility, which means the UK and the EU are two regulatory questions, not one.
Where MiFID II Fits
AIFMD governs whether and how you can market a fund. MiFID II governs the conduct of the firms distributing it and the classification of the investors receiving it, including professional client categorisation and the rules around inducements and research.
For a manager selling directly to institutional allocators, AIFMD is usually the binding constraint. MiFID II becomes central when distribution runs through intermediaries, placement agents or platforms, which in practice is most of the European wealth channel. It is also caught up in the same Level 2 delay, so the same divergence caveat applies.
What to Do Before You Market
Screen for regulatory fit before strategy fit. Confirm which jurisdictions your structure can actually reach and under what route, and treat that as the first filter on the target list rather than a question for the legal team later.
Then treat each member state as a separate question. With Level 2 standards delayed until at least October 2027, country-level implementation differences are the live issue, and an assumption that works in one market will not necessarily travel.
Decide the UK separately from the EU. A single European regulatory plan is no longer a sound basis for a market where the two frameworks are deliberately diverging.
And where you are relying on reverse solicitation, document it properly. It is the narrowest of the routes into Europe and the least forgiving of loose record-keeping.
Finding Eligible Allocators in Dakota Marketplace
Dakota Marketplace covers 6,900+ allocator accounts and 34,900+ allocator contacts across the UK and Continental Europe, with institution type, jurisdiction, governance structure and regulatory context on each profile, so you can filter the universe down to institutions your structure can reach before you spend time on relationships that cannot convert.
European Investment Mandates adds active search and timing intelligence on top of that universe.
Book a demo of Dakota Marketplace.
Please note - this is market context, not legal advice. Fund structuring and marketing permissions are jurisdiction-specific and worth running past counsel before you act on any of it.
