Amendment of Investment Fund Regulations (UD356): ETFs in the UCITS Formula and a New KFI Vehicle for the Private Equity Market

On 13 January 2026, the legislative assumptions for Draft Act No. UD356 were published, introducing significant amendments to the regulatory framework governing investment funds in Poland. The initiative, prepared by the Minister of Finance and Economy, forms part of a broader strategy aimed at strengthening the domestic capital market and enhancing its competitiveness within the European financial ecosystem.

The draft is built around two principal pillars: enabling ETFs to operate under the UCITS framework and establishing a new Qualified Investment Fund (KFI) tailored to the Private Equity and Venture Capital market.

ETFs in the UCITS Formula – Liberalisation and Integration with the European Market

The existing legal regime, compelling ETFs to function exclusively within the portfolio fund formula, constituted a significant developmental barrier. The Legislator has recognized this archaism, proposing the introduction of the possibility for ETFs to function within the UCITS (Undertakings for Collective Investment in Transferable Securities) formula.

The ratio legis of this amendment is clear: the full integration of Polish passive funds with the European market. Polish ETFs will be capable of being freely distributed cross-border and will be visible in global databases (such as Morningstar), which is material for the potential to attract institutional capital from abroad.

Significantly, the draft also provides for the possibility of issuing new classes of participation units within already existing open-ended and specialized funds, which may be listed on the stock exchange- a solution that functions successfully in jurisdictions such as Luxembourg and Ireland.

Qualified Investment Fund (KFI) – A Dedicated Vehicle for the Private Equity Market

The second pillar of the amendment is the establishment of the Qualified Investment Fund (KFI). This constitutes a new category of Alternative Investment Fund (AIF), the structure of which has been modeled directly with regard to Venture Capital and Private Equity market standards.

The KFI is intended to operate based on the committed capital mechanism (capital calls), wherein investors make payments upon the call of the manager. The draft introduces solutions dedicated to the PE ecosystem, including:

• Payment of success fees will occur only after the return of capital to investors along with a minimum rate of return.
• A requirement for capital commitment by managers to the fund, aiming to ensure the alignment of interests with investors- so called “Skin in the Game”.
• The existence of a corporate body- the Assembly of Investors- in which every investor entered into the register of investors shall be entitled to participate. The Assembly of Investors shall exercise control over the most critical aspects of the KFI’s functioning.

What is crucially important from the perspective of market liquidity, the amendment aims to clarify the legal framework enabling Open Pension Funds (OFE) and Employee Capital Plans (PPK) to effectively invest in private market funds, including the newly created KFIs.

Project UD356 – A Step Towards Greater Competitiveness of the Polish Capital Market

Project UD356 represents a step towards the maturity of the Polish jurisdiction. The implementation of proven European patterns may, in the perspective of the planned adoption of the act in Q4 2026, significantly increase the attractiveness of Poland as a hub for the asset management industry and for Private Equity or Venture Capital funds.

Do You Have Questions About Project UD356 and Its Impact on Your Fund Structures?

The proposed amendments concerning ETFs, UCITS structures and the Qualified Investment Fund (KFI) may materially affect fund documentation, investment policies and vehicle structuring within the Polish asset management market.

We invite you to contact our team to discuss the regulatory implications of Project UD356 and to explore solutions tailored to your organisation’s investment strategy and operational model.