Definitions

(1) An investment fund is any collective investment undertaking that raises capital from a number of investors, with a view to investing it in accordance with a defined investment strategy for the benefit of those investors, and that is not an operating company pursuing a general commercial or industrial activity outside the financial sector. A number of investors within the meaning of the first sentence exists where the investment conditions, the articles of association, or the partnership agreement of the collective investment undertaking do not limit the number of possible investors to one investor.
(2) Undertakings for collective investment in transferable securities (UCITS) are investment funds that satisfy the requirements of Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (OJ L 302, 17.11.2009, p. 1), as last amended by Directive 2014/91/EU (OJ L 257, 28.8.2014, p. 186).
(3) Alternative investment funds (AIFs) are all investment funds that are not UCITS.
(4) Open-ended investment funds are
1. UCITS, and
2. AIFs that satisfy the conditions of Article 1(2) of Commission Delegated Regulation (EU) No 694/2014 of 17 December 2013 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to regulatory technical standards determining types of alternative investment fund managers (OJ L 183, 24.6.2014, p. 18).
(5) Closed-ended AIFs are all AIFs that are not open-ended AIFs.
(6) Special AIFs are AIFs whose units may, under agreements concluded in text form with the management company or under the AIF's constitutional documents, be acquired only by
1. professional investors within the meaning of subsection (19), point 32, and
2. semi-professional investors within the meaning of subsection (19), point 33; an investor who acquires units in a special AIF by operation of law is deemed a semi-professional investor within the meaning of subsection (19), point 33. All other investment funds are retail investment funds.
(7) Domestic investment funds are investment funds that are subject to domestic law.
(8) EU investment funds are investment funds that are subject to the law of another member state of the European Union or another contracting state of the Agreement on the European Economic Area.
(9) Foreign AIFs are AIFs that are subject to the law of a third country.
(10) Collective investment funds (Sondervermögen) are domestic investment funds in contractual form that are managed by a management company for the account of the investors, in accordance with this Act and the investment conditions that govern the legal relationship between the management company and the investors.
(11) Investment companies are investment funds in the legal form of an investment stock corporation or an investment limited partnership.
(12) Internally managed investment companies are investment companies that have not appointed an external management company.
(13) Externally managed investment companies are investment companies that have appointed an external management company.
(14) Management companies are AIF management companies and UCITS management companies. AIF management companies are AIF capital management companies, EU AIF management companies, and foreign AIF management companies. UCITS management companies are UCITS capital management companies and EU UCITS management companies.
(15) UCITS capital management companies are capital management companies under section 17 that manage, or intend to manage, at least one UCITS.
(16) AIF capital management companies are capital management companies under section 17 that manage, or intend to manage, at least one AIF.
(17) EU management companies are undertakings established in another member state of the European Union or another contracting state of the Agreement on the European Economic Area that satisfy the requirements
1. for a management company or an internally managed investment company within the meaning of Directive 2009/65/EC, or
2. for an alternative investment fund manager within the meaning of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (OJ L 174, 1.7.2011, p. 1).
(18) Foreign AIF management companies are undertakings established in a third country that satisfy the requirements for an alternative investment fund manager within the meaning of Directive 2011/61/EU.
(19) For the purposes of this Act, the following terms are defined as follows:
1. Initial capital is
a) for stock corporations, the paid-up share capital, excluding shares carrying a cumulative preferential right to a share of profits (preference shares), and the reserves,
b) for limited liability companies, the paid-up registered capital and the reserves,
c) for limited partnerships, the paid-up business capital and the reserves, after deduction of the withdrawals of the personally liable partners and the loans granted to them. Items within the meaning of Article 26(1), letters b to e, in conjunction with Article 26(2) to (4), of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 646/2012 (OJ L 176, 27.6.2013, p. 1), are regarded as reserves within the meaning of letters a to c.
1a. A natural or legal person, or a partnership, is deemed unreliable where, under a directly applicable legal act of the European Communities or the European Union published in the Official Journal of the European Communities or the European Union, serving to implement an economic sanctions measure decided by the Council of the European Union in the field of the Common Foreign and Security Policy, that person's funds and economic resources are frozen, or funds or economic resources may not be made available to, or benefit, that person, directly or indirectly. A natural person is generally deemed unreliable where he or she acts as a manager, supervisory board member, or in a comparable position for a person or partnership under the first sentence; this does not apply to employee representatives. A natural person is also generally deemed unreliable where he or she represents the interests of a person or partnership under the first sentence as a member of a supervisory or administrative board, or a comparable control body, at a capital management company not falling under the first sentence.
2. Employee representatives are representatives of employees within the meaning of Article 2, letter e, of Directive 2002/14/EC of the European Parliament and of the Council of 11 March 2002 establishing a general framework for informing and consulting employees in the European Community (OJ L 80, 23.3.2002, p. 29).
3. Host member state of a UCITS capital management company is another member state of the European Union or another contracting state of the Agreement on the European Economic Area in which a UCITS capital management company
a) maintains a branch or operates under the cross-border provision of services, or
b) gives notice of its intention to market units or shares of a domestic UCITS investment fund.
4. Host member state of an AIF capital management company is another member state of the European Union or another contracting state of the Agreement on the European Economic Area in which an AIF capital management company
a) manages an EU AIF or provides services and ancillary services under Article 6(4) of Directive 2011/61/EU, or
b) markets units or shares of an AIF.
4a. Supervisory body members of a capital management company are supervisory board and advisory board members.
5. Third countries are all states that are not a member state of the European Union or another contracting state of the Agreement on the European Economic Area.
6. A significant participation exists where at least 10 percent of the capital or voting rights of a management company is held, directly or indirectly or in concert with other persons or undertakings, whether for the holder's own account or on behalf of another, or where a controlling influence can be exercised over the management of a management company. Section 34(1) and (2), section 35(1) and (2) in conjunction with the statutory instrument under subsection (6), and section 36 of the Securities Trading Act apply correspondingly to calculating the proportion of voting rights. Indirectly held participations are attributed in full to the indirectly participating persons and undertakings.
6a. The management of renewable energy within the meaning of this Act comprises the generation, conversion, transport, or storage of renewable energy under section 3, point 21, of the Renewable Energy Sources Act of 21 July 2014 (Federal Law Gazette I, p. 1066), as last amended by Article 23 of the Act of 18 December 2025 (Federal Law Gazette 2025 I, No. 347), as amended from time to time, or heat from renewable energy under section 3(1), point 15, of the Heat Planning Act of 20 December 2023 (Federal Law Gazette 2023 I, No. 394), as last amended by Article 9 of the Act of 22 December 2025 (Federal Law Gazette 2025 I, No. 348), as amended from time to time, as well as the transport or storage of technically unavoidable waste heat under section 3, point 27, of the Energy Efficiency Act of 13 November 2023 (Federal Law Gazette 2023 I, No. 209), as amended from time to time.
7. Carried interest is the share of the profits of the AIF that an AIF management company receives as remuneration for managing the AIF; carried interest does not include the AIF management company's share of the AIF's profits that the AIF management company receives as a return on the AIF management company's own investments in the AIF.
8. A durable medium is any medium that enables investors to store information addressed personally to them, in a way accessible for future reference and for a period adequate for the purposes of the information, and that allows the unchanged reproduction of the information stored.
9. Own funds are own funds within the meaning of Article 72 of Regulation (EU) No 575/2013. Where the purpose of a capital contribution is to make such own funds available, sections 313 and 314 of the Civil Code and section 297(1), section 304(4), and section 305(5), fourth sentence, of the Stock Corporation Act do not apply.
10. A close link exists where a capital management company or an externally managed investment company and another natural or legal person are connected
a) through the direct or indirect holding, by one or more subsidiary undertakings or trustees, of at least 20 percent of the capital or voting rights, or
b) as parent and subsidiary undertakings, through a relationship of the same kind, or as sister undertakings.
10a. Development promotion funds are special AIFs that, under their investment conditions, invest the capital placed with them, subject to section 292b, exclusively in assets that measurably contribute to achieving the Sustainable Development Goals under the Resolution of the United Nations General Assembly of 25 September 2015 (A/RES/70/1 of 21 October 2015, https://www.un.org/depts/german/gv-70/band1/ar70001.pdf) in countries that, at the time the AIF is established, are included in the list of developing countries and territories (https://www.bmz.de/de/ministerium/zahlen-fakten/oda-zahlen/hintergrund/dac-laenderliste-35294) maintained by the Development Assistance Committee of the Organisation for Economic Co-operation and Development, or that are added to this country list during the term of the AIF, provided that these investments do not significantly harm any of these goals.
11. Feeder funds are collective investment funds, investment stock corporations with variable capital, sub-funds of an investment stock corporation with variable capital, or EU UCITS that invest at least 85 percent of their assets in a master fund.
11a. Closed-ended feeder funds are closed-ended retail AIFs that invest at least 85 percent of their assets in a closed-ended master fund.
12. Master funds are UCITS, or other investment funds under section 220, that have issued units to at least one feeder fund, are not themselves feeder funds, and do not hold units of a feeder fund.
12a. Closed-ended master funds are closed-ended retail AIFs that have issued units to at least one closed-ended feeder fund, are not themselves closed-ended feeder funds, and do not hold units of a closed-ended feeder fund.
13. Feeder AIF means an AIF that
a) invests at least 85 percent of its value in units of a master AIF, or
b) invests at least 85 percent of its value in more than one master AIF, each pursuing identical investment strategies, or
c) otherwise has an exposure of at least 85 percent of its value to a master AIF.
14. Master AIFs are AIFs in which a feeder AIF holds units.
15. Managers are the natural persons who, under law, the articles of association, or the partnership agreement, are called upon to conduct the business of, and represent, a capital management company, and the natural persons who actually direct the business of the capital management company.
15a. A shareholder loan is a loan that an AIF grants to an undertaking in which it directly or indirectly holds at least 5 percent of the capital or voting rights, and that may not be sold to third parties independently of the capital instruments that the AIF holds in the same undertaking.
16. The legal representative of a foreign AIF management company is any natural person domiciled in the European Union or in another contracting state of the Agreement on the European Economic Area, or any legal person with its statutory seat or a statutory branch in the European Union or in another contracting state of the Agreement on the European Economic Area, who has been expressly appointed by a foreign AIF management company to act, in the name of that foreign AIF management company, towards authorities, clients, institutions, and counterparties of the foreign AIF management company in the European Union or in another contracting state of the Agreement on the European Economic Area, in respect of the foreign AIF management company's obligations under Directive 2011/61/EU.
16a. A leveraged AIF is an AIF whose exposure is increased by the AIF management company managing it, whether through borrowing of cash or securities, leverage embedded in derivative positions, or by any other means.
17. Home member state of the UCITS is the member state of the European Union or the contracting state of the Agreement on the European Economic Area in which the UCITS was authorised.
18. Home member state of the AIF is
a) the member state of the European Union or the contracting state of the Agreement on the European Economic Area in which the AIF is authorised or registered, or, in the case of multiple authorisation or registration, the member state or the contracting state in which the AIF was first authorised or registered, or
b) where the AIF is neither authorised nor registered in any member state of the European Union or any contracting state of the Agreement on the European Economic Area, the member state of the European Union or the contracting state of the Agreement on the European Economic Area in which the AIF has its registered office or its head office.
19. Home member state of the UCITS management company is the member state of the European Union or the contracting state of the Agreement on the European Economic Area in which the UCITS management company has its registered office.
20. Home member state of the AIF management company is,
a) in the case of an EU AIF management company or an AIF capital management company, the member state of the European Union or the contracting state of the Agreement on the European Economic Area in which this AIF management company has its statutory seat,
b) in the case of a foreign AIF management company, the reference member state within the meaning of Article 37 of Directive 2011/61/EU.
21. Real estate means land, rights equivalent to land, and comparable rights under the law of other states. Usufructuary rights within the meaning of section 231(1), first sentence, point 6, are also regarded as rights equivalent to land within the meaning of the first sentence.
22. Real estate companies are companies that, under the partnership agreement or the articles of association, may acquire only real estate and the items named in section 231(3).
22a. Real estate investment funds are investment funds that, under their investment conditions, invest the money placed with them in real estate.
23. Real estate collective investment funds are collective investment funds that, under their investment conditions, invest the money placed with them in real estate.
23a. Infrastructure project companies are companies established, under the partnership agreement or the articles of association, to construct, refurbish, operate, or manage facilities, installations, structures, or parts thereof that serve the functioning of the community.
23b. Capital of the AIF is the aggregate capital contributed and capital committed but not yet called for the AIF, calculated on the basis of the amounts available for investment after deduction of all fees, charges, and other costs that are directly or indirectly borne by investors.
24. Collective asset management comprises portfolio management, risk management, administrative activities, the marketing of a management company's own investment units, and, for AIFs, activities connected with the AIF's assets, the granting of loans in the name of an AIF, and the administration of securitisation special purpose entities.
24a. Crypto-assets within the meaning of this Act are those within the meaning of Article 3(1), point 5, of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, and amending Regulations (EU) No 1093/2010 and (EU) No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937 (OJ L 150, 9.6.2023, p. 40), as amended by Regulation (EU) 2023/2869 (OJ L, 2023/2869, 20.12.2023). Those within the meaning of Article 2(4), letter a, and Article 4(3), letter c, of Regulation (EU) 2023/1114 are not crypto-assets within the meaning of this Act.
24b. Loan origination or the granting of a loan is the granting of a loan
a) directly by an AIF as the original lender, or
b) indirectly via a third party or a loan origination special purpose vehicle under point 24c, that grants a loan for the AIF, or in its name, or for an AIF management company, or in its name, in respect of the AIF, where the AIF or the AIF management company is involved in structuring the loan or in determining or pre-agreeing its characteristics before the AIF or the AIF management company acquires exposure to the credit risk.
24c. Loan origination special purpose vehicles are companies controlled by at least one AIF or at least one AIF management company, whose purpose is to grant loans for an AIF, or for an AIF management company in respect of the AIF, or in its name, where the AIF management company or the AIF is involved in structuring the loan or in determining or pre-agreeing its characteristics before it acquires exposure to the credit risk.
24d. A loan-originating AIF is an AIF
a) whose investment strategy is mainly to originate loans, or
b) whose originated loans have a notional value that represents at least 50 percent of its net asset value.
25. Leverage is any method by which the management company increases the exposure of an investment fund it manages, whether through borrowing of cash or securities, leverage embedded in derivative positions, or by any other means. Criteria
a) for determining the methods for AIF leverage, including any financial or legal structures involving third parties controlled by the AIF concerned, and
b) for how AIF leverage is to be calculated, are set out in Articles 6 to 11 of Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision (OJ L 83, 22.3.2013, p. 1).
25a. Liquidity management tools within the meaning of section 30a are:
a) suspension of subscriptions, redemptions, and repurchases: the suspension of subscriptions, redemptions, and repurchases means that investors are temporarily prohibited from subscribing for, redeeming, or returning units or shares of the investment fund.
b) redemption gate: a redemption gate means a temporary and partial restriction of investors' right to return their units or shares, such that investors may return only a certain proportion of their units or shares.
c) extension of notice periods: the extension of the notice period means that the notice period is extended beyond a minimum period appropriate to the investment fund, which investors must give the capital management companies before returning or terminating their units or shares.
d) redemption fee: a redemption fee is a fee, within a predetermined range, that is paid by investors to the investment fund upon the return of units or shares, having regard to liquidity costs, and that ensures that investors remaining in the investment fund are not unduly disadvantaged.
e) swing pricing: swing pricing is a pre-determined mechanism whereby the net asset value of the units or shares of an investment fund is adjusted by applying a factor (the "swing factor") that reflects liquidity costs.
f) dual pricing: dual pricing is a pre-determined mechanism whereby the issue, subscription, repurchase, and redemption prices for the units or shares of an investment fund are set by adjusting the net asset value per unit or share by a factor reflecting liquidity costs.
g) anti-dilution levy: the anti-dilution levy is a fee that an investor pays to the investment fund upon the issue, subscription, repurchase, or redemption of units or shares, which compensates the investment fund for the liquidity costs incurred owing to the size of that transaction and ensures that other investors are not unduly disadvantaged.
h) redemption in kind: redemption in kind is the transfer of assets held by or for the investment fund to an investor instead of the payment of the redemption price, in order to effect returns of units or shares.
i) side pockets: side pockets mean that certain assets, whose economic or legal characteristics have changed materially or have become uncertain owing to exceptional circumstances, are separated from the other assets of the investment fund.
26. Parent undertakings are undertakings that are parent undertakings within the meaning of section 290 of the Commercial Code.
27. A non-listed company is a company that has its statutory seat in the European Union or in another contracting state of the Agreement on the European Economic Area, and whose shares are not admitted to trading on a regulated market within the meaning of Article 4(1), point 21, of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directives 2002/92/EC and 2011/61/EU (OJ L 173, 12.6.2014, p. 349; L 74, 18.3.2015, p. 38; L 188, 13.7.2016, p. 28; L 273, 8.10.2016, p. 35; L 64, 10.3.2017, p. 116), as last amended by Directive (EU) 2016/1034 (OJ L 175, 30.6.2016, p. 8).
28. PPP project companies are companies active within public-private partnerships that are established, under the partnership agreement or the articles of association, for the purpose of constructing, refurbishing, operating, or managing installations or structures that serve the performance of public tasks.
29. An organised market is a market that is recognised and open to the public, and whose functioning is orderly, unless otherwise expressly provided.
29a. Pre-marketing is the direct or indirect provision of information, or communication, by an AIF management company or on its behalf, concerning investment strategies or investment ideas to potential professional or semi-professional investors domiciled or with their statutory seat within the scope of this Act, or to professional investors domiciled or with their statutory seat in a member state of the European Union or another contracting state of the Agreement on the European Economic Area, with the aim of testing their interest in an AIF or a sub-fund that is not yet authorised, or is authorised but has not yet been notified for marketing, in the state in which the potential investors are domiciled or have their statutory seat, provided that this does not in any way amount to an offer or placement to or with the potential investor to invest in the units or shares of that AIF or sub-fund.
30. A prime broker is a credit institution within the meaning of Article 4(1), point 1, of Regulation (EU) No 575/2013, an investment firm within the meaning of Article 4(1), point 1, of Directive 2014/65/EU, or another entity subject to prudential regulation and ongoing supervision, offering services to professional investors primarily to finance or execute transactions in financial instruments within the meaning of Directive 2011/61/EU as counterparty, and that may also offer other services such as clearing and settlement of trades, custodial services, securities lending, and customised technology and operational support facilities.
31. Retail investors are all investors who are neither professional nor semi-professional investors.
32. A professional investor is any investor who is regarded as a professional client within the meaning of Annex II to Directive 2014/65/EU, or who may, on request, be treated as a professional client.
33. A semi-professional investor is
a) any investor who aa) commits to investing at least EUR 200,000, bb) states, in text form in a document separate from the contract for the investment commitment, that he or she is aware of the risks associated with the intended commitment or investment, cc) whose expertise, experience, and knowledge are assessed by the AIF management company or the distribution company it has engaged, without assuming that the investor possesses the market knowledge and experience of the investors named in Annex II, Section I, of Directive 2014/65/EU, dd) in respect of whom the AIF management company or the distribution company it has engaged, having regard to the nature of the intended commitment or investment, is reasonably convinced that the investor is capable of making his or her own investment decisions and understands the risks involved, and that such a commitment is appropriate for that investor, and ee) to whom the AIF management company or the distribution company it has engaged confirms, in text form, that it has carried out the assessment named under double-letter cc and that the conditions named under double-letter dd are satisfied,
b) a manager or employee of the AIF management company named in section 37(1), provided he or she invests in AIFs managed by the AIF management company, or a member of the management or the management board of an externally managed investment company, provided it invests in the externally managed investment company,
c) any investor who commits to investing at least EUR 10 million in an investment fund,
d) any investor in the legal form of aa) an institution governed by public law, bb) a foundation governed by public law, or cc) a company in which the Federation or a Land holds a majority interest, where, at the time of the investment by the institution, the foundation, or the company, the Federation or the Land invests, or has invested, in the special AIF concerned.
34. The seat of
a) an AIF is its statutory seat or, where the AIF has no legal personality of its own, the state whose law the AIF is subject to;
b) a legal representative that is a legal person is the statutory seat or the branch of the legal person;
c) a legal representative that is a natural person is his or her domicile.
34a. (repealed)
35. Subsidiary undertakings are undertakings that are subsidiary undertakings within the meaning of section 290 of the Commercial Code.
36. Securitisation special purpose entities within the meaning of section 2(1), point 7, are companies whose sole purpose is to carry out one or more securitisations within the meaning of Article 1(2) of Regulation (EU) No 1075/2013 of the European Central Bank of 18 October 2013 concerning statistics on the assets and liabilities of financial vehicle corporations engaged in securitisation transactions (recast) (OJ L 297, 7.11.2013, p. 107), and further activities appropriate to fulfil this purpose.
37. Mergers within the meaning of this Act are dissolutions without winding-up of a collective investment fund, an investment stock corporation with variable capital, or an open-ended investment limited partnership,
a) by transferring all the assets and liabilities of one or more transferring open-ended investment funds to another existing acquiring collective investment fund, to another existing acquiring EU UCITS, to another existing acquiring investment stock corporation with variable capital, or to another existing acquiring open-ended investment limited partnership (merger by absorption), or
b) by transferring all the assets and liabilities of two or more transferring open-ended investment funds to a new acquiring collective investment fund formed for this purpose, to a new acquiring EU UCITS formed for this purpose, to a new acquiring investment stock corporation with variable capital formed for this purpose, or to a new acquiring open-ended investment limited partnership formed for this purpose (merger by formation of a new entity), in each case in exchange for the grant of units or shares of the acquiring investment fund to the investors or shareholders of the transferring investment fund, and, where applicable, a cash payment not exceeding 10 percent of the value of a unit or a share in the transferring investment fund.
37a. A central securities depository is a central securities depository within the meaning of Article 2(1), point 1, of Regulation (EU) No 909/2014.
38. A branch, in respect of a management company, is a place of business that forms a legally dependent part of the management company and that provides the services for which the management company has been granted an authorisation or approval; all places of business of a management company with its statutory seat in another member state of the European Union, another contracting state of the Agreement on the European Economic Area, or a third country, that are located in one and the same member state or contracting state, are regarded as a single branch.