Loan fund as a new type of closed-end investment fund- draft amendments to the Investment Funds Act

The Ministry of Finance has published the assumptions of an amendment to the Act on Investment Funds and the Management of Alternative Investment Funds (the “Investment Funds Act”) and to the Employee Capital Plans Act.

The objective is to implement Directive (EU) 2024/927 (“AIFMD II/UCITS”), with an implementation deadline of 16 April 2026. The key novelty is the introduction of a loan fund as a new type of closed-end investment fund (FIZ).

Key changes to the Investment Funds Act

• Loan fund (new FIZ type). A strategy predominantly based on granting loans; at least 50% of net asset value (NAV) must be invested in loans. Other FIZs will still be able to grant loans, but the limit is cut to 20% of NAV (down from 50%).
• Liquidity management. A requirement to indicate in the fund’s statutes and select at least 2 out of 9 liquidity management tools (for money market funds – 1 tool), and to notify the Polish Financial Supervision Authority (KNF) of that choice.
• Scope of activities of TFI (investment fund management companies). Ability to act as a benchmark administrator and to conduct credit servicing activities.
• Delegation (outsourcing). Clarification of the rules for delegating functions; a duty of transparent disclosure in the prospectus/statutes.
• Depositary. Poland will not make use of the cross-border depositary option – a domestic depositary remains mandatory for domestic funds.
• Fund names. Names must be fair, clear and not misleading.

Loan fund (FIZ)- a new tool in the Polish financial system

The bill introduces a new type of FIZ whose principal activity is granting loans, with a statutory commitment threshold of ≥ 50% of NAV. Other FIZs retain the ability to extend loans, but only up to 20% of NAV.

The change systematises and generalises the rules on lending by AIFs, enhancing market transparency and safety while improving the competitiveness of Polish solutions vis-à-vis other EU jurisdictions.

Business implications: This creates a dedicated “credit” vehicle in the FIZ form, enabling the construction of loan portfolios while separating such strategies from traditional FIZ strategies. TFIs are to obtain the possibility of providing credit servicing, facilitating operational management of loan portfolios within corporate groups.

Practical note: Detailed policies (e.g., concentration limits, credit processes, valuation, conflicts management) will have to be reflected in the statutes and internal procedures- aligning with the AIFMD II framework for AIF lending.

LMT in practice- what tools should managers choose?

The bill introduces uniform rules on Liquidity Management Tools (LMTs). For FIO/SFIO and open-ended FIZ/ASI, managers must select at least 2 out of 9 tools (for MMFs- 1), include them in the statutes, and notify KNF of the selection.

The aim is to mitigate liquidity risk, particularly during elevated redemptions. Examples mentioned include suspension of redemptions, redemption fees, liquidity gates, and side pockets.

Delegating tasks at TFI- new rules and greater transparency

The amendment clarifies the rules for delegating activities- distinguishing between core and ancillary functions- and strengthens the obligation to disclose the scope of delegation in fund documents. The goal is greater transparency and legal certainty as to the TFI’s responsibility, irrespective of the external service provider.

Depositary only in the country- no liberalization in the draft law

Although Directive 2024/927 allows Member States to permit cross-border depositaries, the Polish bill does not envisage this option. The rationale emphasises the depositary’s role in safeguarding fund assets and the efficiency of supervision where the depositary is domiciled in Poland, thereby maintaining the current domestic cooperation model between TFIs and depositaries.

New powers for investment fund companies and stricter rules on fund naming

TFIs will be able to administer benchmarks and conduct credit servicing, enhancing operational self-sufficiency in the credit segment. In parallel, new requirements on fund/ASI names will ensure they are fair, clear and not misleading, reducing misselling risks and curbing marketing techniques that could obscure a fund’s risk profile.

Supervisory cooperation in the EU: exchange of information with ESMA

The bill provides for enhanced information exchange with ESMA. Upon ESMA’s request, KNF will transmit data concerning matters that pose a serious threat to investor protection, market integrity or financial stability- reflecting the post-AIFMD II supervisory architecture in the EU.

Draft amendments in progres- when will the bill be submitted to the Parlament?

The project (UC105 in the Government Work Plan) was published on 7 July 2025. Adoption by the Council of Ministers is planned for Q1 2026, in order to meet the 16 April 2026 implementation deadline. (Substantive changes may occur during consultations and the parliamentary process.)

The planned amendments to the Investment Funds Act mean new obligations and opportunities for investment fund companies and market participants. Our team advises on the preparation of statutes, procedures, and documentation in accordance with AIFMD II. Contact us to safely implement the upcoming regulations.