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Scope: AIFM licence or registration requirement

The AIFM (Alternative Investment Fund Managers Directive) applies to all managers of (one or more) alternative investment funds. The size of the assets and the characteristics of the alternative investment fund(s) determine the regime under which the manager falls.

Different regimes

The licence regime

A manager who markets units to investors and manages (one or more) AIFs must, in principle, have a licence for this. If a manager qualifies for the registration regime described below, the manager may be exempt from the licence regime.

The 'top-up retail' rules

Under the licensing regime, in principle, all requirements must be met if units are (also) marketed to non-professional investors. Specifically for non-professional (retail) investors, the licensing regime provides for additional rules (the so-called 'top-up retail' rules). These top-up retail rules (see Section 4:37p of the Financial Supervision Act) only apply where units are marketed to non-professional investors.

The registration regime (sub-threshold managers)

Within the registration regime, two categories are distinguished. Below you will find the conditions for the registration regime.

Marketing of units exclusively to professional investors

If a manager markets units to professional investors and manages (one or more) AIFs whose total assets under management:

  1. does not exceed €100 million; or
  2. does not exceed €500 million, in the case of a manager who manages investment funds that do not use leverage and are closed-end for the first five years, the manager is exempt from the licence regime but is obliged to register under the registration regime.


Marketing of units to non-professional investors

Additional rules apply if a manager markets units only to non-professional investors or to both professional and non-professional investors and manages (one or more) AIFs where the total assets under management:

  1. does not exceed €100 million; or
  2. does not exceed €500 million, in the case of a manager that manages funds that do not use leverage and are closed-end for the first five years.
In order to fall under the registration regime, these managed units can only be:

  1. marketed to fewer than 150 persons; and/or
  2. acquired at an equivalent value of at least €100,000 per investor, or if they have a nominal value per unit of at least €100,000.

If these conditions are met, the manager is exempt from the licence regime but is obliged to register under the registration regime.