Notification or cancellation of a registration

A manager wishing to start managing and/or offering an alternative investment fund (AIF) must notify the AFM. Notification of an AIF can be performed either by a manager when applying for a licence or on an ongoing basis by a manager who already holds an AIFM licence.

If the notification of the AIF means that the licensed manager intends to manage and/or offer a type of investment fund that does not fall within the scope of the licence, a licence extension must be applied for in addition to the notification of the AIF.

If the AIF notification means that the licensed manager intends to start managing and/or offering an AIF that is already covered by the licence, it is sufficient to complete and submit the AIF notification forms.

Conditions for notification

To register an AIF with the AFM, you must be able to demonstrate that you meet a number of conditions from the time you perform the activities requiring a licence. These conditions concern, for example, the activities of the AIF, such as:

• type of investment fund
• information to investors

Or the depositary notification, such as:

• appropriate to specific investment fund(s)

Or the notification of persons to be assessed with the manager, AIF(s) and depositary, such as:

• suitability and/or reliability of (day-to-day) policymakers, any supervisory directors and holders of qualifying holdings of/in the manager.

Costs and terms

The fee for the notification of an AIF is €4,400. The notification of an AIF that also qualifies as a Money Market Fund (MMF) incurs a charge of €2,500.

The time limit for the AFM to decide depends on the content of the notification.

If you already have a licence and want to start managing a category of investment fund for which the AIFMD licence has not been granted, this constitutes an application for an extension of the granted AIFMD licence. In that case, the AFM must decide on the application within 26 weeks. You will be informed if the AFM requires a longer decision period than 13 weeks. If the application is still incomplete or needs improvement upon receipt or after an invitation to supplement, the AFM may suspend the decision period. Thus, in that case, the total decision period may exceed 26 weeks.

If, as a licensed manager, you intend to start managing a new AIF that fits within a category of investment fund for which you already have an AIFMD licence, this will constitute notification of a significant change (as referred to in Section 4:26(1) of the Dutch Financial Supervision Act (Wft)). In that case, the AFM will notify you within one month of receiving a complete notification if it rejects the proposed change or wishes to impose restrictions on it. In the absence of a response, the manager may make the proposed changes. The AFM may extend this period by up to one month if it considers it necessary given the specific circumstances of the case.

If a licensed manager intends to start offering units in an AIF, this constitutes a notification of an intention to make a new offer of units in an AIF (as referred to in Section 4:37c(6) of the Dutch Financial Supervision Act (Wft)). In that case, the AFM must notify the manager within 20 working days whether the proposed offer may take place.

Cancellation of a registration

If a manager ceases to manage an AIF (for example because the AIF has been wound up and the fund assets have been liquidated), this must be reported to the AFM. Cancellation of the AIF allows the AFM to strike out the AIF’s registration in the register.

No fee will be charged for striking out an AIF registration.

Foreign AIFMs or AIFs originating from a designated state that want to offer units in the Netherlands or manage a Dutch AIF can, under certain circumstances, make use of the designated states regime of Sections 2:66(1) and 2:73 of the Dutch Financial Supervision Act (Wft).

Conditions

Guernsey, Jersey, the United States of America (provided the fund is supervised by the SEC) and Hong Kong SAR (provided the institution is supervised by the Securities and Futures Commission of Hong Kong (SFC) and meets the other market access conditions pursuant to the relevant SFC Circular) currently qualify as designated states for this regime.
A manager or AIF making use of this regime is exempt from the licensing obligation of Section 2:65 of the Dutch Financial Supervision Act (Wft), but will have to comply with a number of ongoing obligations. Provided the top-up retail of Section 4:37p of the Dutch Financial Supervision Act (Wft) is met, such a party can also offer to non-professional investors in the Netherlands.

Costs and term

The fee for the registration of an AIF with its registered office in a designated state is €4,400.

The manager or the AIF may start offering units in the Netherlands or managing the Dutch AIF eight weeks after this notification unless the AFM has made it known before the expiry of this period that this activity is contrary to applicable Dutch legal provisions. If the AFM has included the manager or the AIF in its register before the expiry of this period, it can start offering units in the Netherlands or managing the Dutch AIF from that moment.

European licensed alternative investment fund managers (AIFMs) wishing to manage a Dutch alternative investment fund (AIF) must notify the AFM. European regulatory authorities can send a notification to the Netherlands at the request of the European licensed manager. For information about the notification of the management of a Dutch AIF, you can contact the regulatory authority of the relevant member state.

Non-professional investors

If you comply with Section 2:70(2) and (3) of the Dutch Financial Supervision Act (Wft), licensed European managers can, under certain conditions, manage Dutch AIFs that were offered to non-professional investors in the Netherlands in the past and in which Dutch non-professional investors still participate. In addition to the notification by the European regulatory authority to the Netherlands, the manager must comply with the specific requirements that apply in the Netherlands for offering units to non-professional investors (the ‘retail top-up’ as contained in Section 4:37p of the Dutch Financial Supervision Act (Wft)).

There is no decision period. As soon as the notification has been received by the AFM, the European manager can then manage the Dutch AIF. The regulatory authority of the EU Member State that sent the notification informs the manager. The AFM does not charge fees for the notification of management of a Dutch AIF. It is possible that the EU Member State to which notification is made does charge fees. For information about such fees, contact the regulatory authority of the relevant country.

For the notification of management of a Dutch AIF by a European manager, you can contact the regulatory authority of the manager’s Member State of origin.

Retail top-up

To make use of the ‘retail top-up’ included in Section 4:37p of the Dutch Financial Supervision Act (Wft), you must send the notification to the AFM. In addition, you must provide the following documents:

• retail distribution notification form licensed EU managers
• a statement signed by the manager in which the manager explicitly declares that it meets the requirements applicable in the Netherlands for offering units to non-professional investors (pursuant to Section 4:37p of the Dutch Financial Supervision Act (Wft)).

Secure transmission via Cryptshare

Mail the completed form and attachments via Cryptshare to notifications.aifmd@afm.nl. (Also use that email address to send us the Cryptshare password).

Via Cryptshare confidential data is transmitted with encryption. State in the subject: ‘retail top-up’ and the name of the manager, the name of the AIF and the country of origin).

Non-European Alternative Investment Fund Managers (AIFMs) wishing to start offering an AIF in the Netherlands must notify this. For this, they can use the third-country regime of Section 1:13b of the Dutch Financial Supervision Act (Wft).

Send notification form

Use our notification form to notify an AIF by a non-European manager. Send this to non.eu.notifications.aifmd@afm.nl.

Conditions

To be eligible for the exception of Section 1:13b(1) and (2) of the Dutch Financial Supervision Act (Wft), a non-EU manager must in any case meet the following requirements, as described in Section 1:13b(1) of the Dutch Financial Supervision Act (Wft):

• units in the AIF may only be offered to qualified investors;
• the non-EU manager must not be established in a state on the list of non-cooperative countries and territories of the Financial Action Task Force or its successor;
• the AFM must have concluded a cooperation agreement with the regulatory authority of the non-EU country where the manager, or if applicable the AIF, is established; and
• to enable the AFM to satisfy itself that these cooperation agreements in relation to the specific manager or AIF can be effectively executed, the manager, or where applicable the AIF, requests confirmation from the relevant regulatory authority that it is a ‘covered entity’ under the cooperation agreement.

Managers making use of this exception are also subject to a number of ongoing requirements, listed in Section 1:13b(2) of the Dutch Financial Supervision Act (Wft). This includes a periodic reporting obligation towards DNB.

Costs and term

The AFM does not charge fees for the notification of an AIF by a non-European manager to the Netherlands. As soon as the manager has sent the complete notification, it can offer the AIF in the Netherlands.

 

Dutch licensed alternative investment fund managers (AIFMs) wishing to provide investment services in an EU Member State must notify the AFM. Dutch licensed managers can only notify investment services that they are allowed to provide.

The AFM forwards the completed notification form to the competent authorities of the relevant Member State within one or two months (depending upon the notification). The AFM will inform the manager of this, from which point the manager can provide investment services in the host EU Member State.

The AFM does not charge fees for the notification of investment services. It is possible that the EU Member State to which notification is made does charge a fee. For information about such fees, contact the regulatory authority of the relevant country.

For a notification request of investment services, the manager must provide the following document:

• Notification of services following Article 33 AIFMD

The AFM can only notify services that the manager is permitted to provide. If that is not the case, the manager can apply for a licence extension. If you are submitting or have already submitted an AIFM licence application or extension to the AFM and want to notify investment services, you can include the notification request for the provision of investment services with the application.

An exempt manager that has already notified the AFM that it falls under the AIFMD registration regime, but intends to start a new alternative investment fund, must again submit the Exempt manager notification form to the AFM at least two weeks before units in that new investment institution are offered to investors.

If you, as a manager, are already registered as an exempt manager under the AIFMD registration regime and only want to register a new alternative investment fund under that regime, you can use the ‘exempt manager’ form.

No fees are charged for the notification of an alternative investment fund by an exempt manager under the AIFMD registration regime.

A manager must appoint one individual depositary for each of the AIFs it manages. The depositary performs its duties tailored to the specific AIF for which it has been appointed.

When changes affecting the depositary take place, these changes must be reported to the AFM. Examples include:

• replacement of current depositary by new depositary
• material changes to the depositary’s operations

Conditions

The depositary is assessed on a number of elements, including:

• controlled and ethical business operations and fulfilment of depositary duties
• appropriateness given the specific AIF for which the depositary is acting
• verification of suitability and independence
• financial position
• reliability of (day-to-day) policymakers
• verification of suitability and reliability of (any) supervisory directors or similar supervisory authorities of the depositary
• newly concluded depositary agreement

Costs and term

If the change (partly) involves a notification of a new depositary, the AFM will charge the following amounts as part of the verification of the suitability and/or reliability of the depositary.

The reliability review fees are €700 per day-to-day policymaker, other policymaker or supervisory director. No fees will be charged for a person who has been previously assessed for reliability.

The suitability review fees are €2,900 per day-to-day policymaker or supervisory director. No fees will be charged for a person who has been previously tested for suitability for a depositary with a similar service package.

If the AFM has doubts about the reliability and/or suitability of a previously assessed person upon notification, the AFM must perform a reassessment. For this, the AFM charges the fees for a person who has not yet been assessed. Reassessment takes place after, for example, a bankruptcy, fine for an offence or criminal conviction.

Once the application has been submitted, the reliability review fees are due regardless of the outcome of the application process. This means that fees will be charged in the following situations:

• if the AFM approves or rejects the application;
• when you withdraw the notification in the interim;
• when an assessment has not been delivered complete by the deadline and the AFM has disregarded the application.

The AFM must indicate within one month of receiving the full notification of the change if it rejects the proposed change or wishes to impose restrictions on it.

In the absence of a response, the proposed changes may be implemented. The AFM may extend this period by up to one month if it considers it necessary given the specific circumstances of the case. In the case of extension, the manager will be informed.

Managers of investment funds that fall under the AIFMD registration regime and are therefore not subject to a licensing obligation must (together with the investment funds(s) to be managed by them) report/register with the AFM prior to offering units in the investment funds(s) to be managed by them.

The fees for a manager exempted from notification are €4,400.

With effect from 21 January 2019, it is no longer permitted to manage or offer Money Market Funds (MMFs) without having applied for an extension of the scope of the licence and the relevant MMFs having been registered with the AFM.

A manager must not only extend the scope of its licence, but separately notify all its offered and/or managed MMFs. To register an MMF with the AFM, you must be able to demonstrate that you meet the requirements arising from the MMFR. This includes requirements for:

• the investment policy
• the method of valuation

If you do not yet hold a licence or if it is a new (sub)fund, you must first apply for a licence as a manager and/or notify the (sub)fund.

The fees for the notification of a MMF are €2500 per notified MMF. The statutory processing time for the notification is two months.

Managers of one or more investment fund(s) subject to the AIFMD licensing obligation may apply for a EuVECA or EuSEF label for one or more funds they manage, subject to conditions.

The label may be used by the manager to offer units of a Venture Capital or Social Entrepreneurship Fund it manages in certain other Member States.

To apply for a EuVECA or EuSEF label, you must use the ‘EuVECA’ or ‘EuSEF’ form. These forms supplement the investment fund notification form.

The fees for the notification of the intention to offer a new eligible Venture Capital or Social Enterprise Fund are €1,000.

The AFM must make a decision within one month of receiving the complete notification for the management of a Venture Capital or Social Entrepreneurship Fund. The AFM may extend this period by up to one month if it considers it necessary given the specific circumstances of the case. In the case of extension, the manager will be informed.

Managers of one or more investment fund(s) subject to the AIFMD registration obligation (exempted managers) may apply for a EuVECA or EuSEF label for one or more funds they manage, subject to conditions.

The label may be used by the manager to offer units of a Venture Capital or Social Entrepreneurship Fund it manages in certain other Member States.

Exempted managers of a qualifying Venture Capital or Social Entrepreneurship Fund must inform the AFM of any material changes to the conditions submitted to the AFM for initial registration.

To apply for a EuVECA or EuSEF label, you must use the ‘EuVECA’ or ‘EuSEF’ form. These forms supplement the exempt manager notification form.

The fees for a registration as manager of an eligible Venture Capital or Social Enterprise Fund are €4,400.

The fees for the notification of the intention to offer a new eligible Venture Capital or Social Enterprise Fund are €1,000.

The AFM must make a decision within two month of receiving the complete notification for the management of a Venture Capital or Social Entrepreneurship Fund.

The AFM may extend this period by up to one month if it considers it necessary given the specific circumstances of the case. In the case of extension, the manager will be informed.

The AFM decides within one month of receiving the notification of a material change. This period may be extended by one month.

Dutch licensed alternative investment fund managers (AIFMs) who want to open a branch in another Member State must notify the AFM of their passport.

The AFM can issue a notification to EU Member States at the request of the Dutch licensed manager. This notification includes information about the manager and the branch.

The AFM does not charge fees for the notification of a branch. It is possible that the EU Member State to which notification is made does charge fees. For information about such fees, contact the regulatory authority of the relevant country.

The AFM will forward the completed notification form to the competent authorities of the relevant Member State within two months. The AFM will inform the manager of this, from which point the manager can become active in the host EU Member State.