NETHERLANDS Law and Practice Contributed by: Vilmar Feenstra, Robert Veenhoven, Joyce Kerkvliet and Sebastiaan Verkerk, Loyens & Loeff N.V.
make use of the small managers registration regime (the “small managers regime”) of Sec - tion 2:66a of the AFS. To be able to make use of this exemption, each of the following conditions has to be met by the AIFM. • The AIFM manages directly – or through an undertaking with which it is linked through common management, common control or a qualified holding – portfolios of AIFs whose assets under management (AuM) in total do not exceed (the “AuM Thresholds”): (a) EUR100 million; or (b) EUR500 million if all the AIFs managed by the AIFM are unleveraged and there are no redemption or repayment rights exercisable with respect to interests in the AIFs for a period of five years following the date of the acquisition of the interests in the respective AIFs. • Interests in each AIF managed by the AIFM may only be marketed (the “Placement Restrictions”): (a) to professional investors within the mean - ing of Section 1:1 of the AFS; (b) to fewer than 150 persons; or (c) for a countervalue of at least EUR100,000 per investor. The AFM clarified that the following conditions should be met, in order to make use of the third Placement Restriction mentioned above: • the amount of the first capital commitment per investor is at least EUR100,000 (exclusive of costs); • the first amount called under the commitment per investor should be at least EUR100,000; and • the amount of committed capital may never fall below EUR100,000.
A Dutch AIFM that meets the AuM Thresholds and the Placement Restrictions and wants to make use of the small managers regime needs to register itself and the AIF it manages/intends to market with the AFM, by submitting a reg - istration form through the AFM’s digital portal (including an overview of the AuM and a descrip - tion of the investment strategy). The AFM charg - es EUR4,400 for a registration. After review and acceptance of the registration form, the AIFM and the AIFs managed by it will be included in the public register of the AFM kept on its web - site. If the AIFM meets the conditions of the small managers regime, it can start managing the AIF and marketing the AIF in the Netherlands after the registration is submitted to the AFM. There is no waiting period. If the AIFM wishes to raise a new AIF after regis - tering itself, it should register the AIF two weeks prior to the commencement of the marketing of the AIF. This term of two weeks is a request from the AFM and is not provided for in Dutch legisla - tion, but it is advisable to take this period into account. If the AIFM exceeds the AuM Thresh - olds or no longer fulfils the Placement Restric - tions, the AIFM must apply for a licence from the AFM within 30 calendar days thereafter. Non-Dutch AIFM A non-Dutch AIFM that intends to set up a Dutch AIF should comply with the following regulatory regimes, depending on whether the non-Dutch AIFM is an EU AIFM or a non-EU AIFM. EU Non-Dutch AIFM An EU AIFM with an AIFMD licence in another EU member state can manage a Dutch AIF pursuant to a passport obtained in accordance with Arti - cle 33 of the AIFMD in its home member state.
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