NETHERLANDS Law and Practice Contributed by: Vilmar Feenstra, Robert Veenhoven, Joyce Kerkvliet and Sebastiaan Verkerk, Loyens & Loeff N.V.
lijk ) – if the FGR is requalified as a vennootschap onder firma or commanditaire vennootschap – for the liabilities of such partnership. 2.1.4 Disclosure Requirements Dutch AIFMs Pursuant to the Dutch implementation of Article 23 of the AIFMD, a Dutch-licensed AIFM should provide professional investors with a prospectus setting out the disclosures required pursuant to Article 23 of the AIFMD when marketing an AIF in the Netherlands. If the AIF is marketed under the retail top-up regime to non-professional inves - tors that invest less than EUR100,000, additional disclosure requirements apply, as set out under 3. Retail Funds . Also, if the AIF is marketed to non-professional investors, a Key Information Document ( Essentiële-informatiedocument , or KID) must be made available to non-profes - sional investors pursuant to Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs), regardless of the amount invested. Dutch AIFMs that are registered under the small managers regime should include a selling leg - end in the private placement memorandum and other marketing materials, in which the Place - ment Restrictions that will be used by the AIFM (as set out in 2.1.2 Common Process for Set- ting Up Investment Funds ) are explained. If the marketing is not limited to professional inves - tors, the marketing materials and offering docu - mentation must contain an exemption statement in an AFM prescribed format, and a KID has to be prepared and made available to the non- professional investors. In addition, if an AIF is closed-ended with tradable units, the AIF should publish an approved prospectus pursuant to the
Prospectus Regulation (EU 2017/1129), unless an exemption applies. Furthermore, pursuant to the SFDR and Tax - onomy Regulation (Regulation (EU) 2020/852, the “Taxonomy Regulation”), Dutch AIFMs are required to make certain disclosures both at the legal entity and at the financial product level in, among others, the prospectus or private place - ment memorandum and on the website of the AIFM. Non-Dutch AIFMs With respect to EU AIFMs, on the basis of their home country rules implementing the AIFMD, authorised AIFMs from other European Eco - nomic Area (EEA) member states will be required to provide a prospectus when marketing to Dutch investors, pursuant to Article 32 of the AIFMD. If the AIF is marketed under the Dutch retail top-up regime to non-professional inves - tors that invest less than EUR100,000, additional disclosure requirements apply, as set out under 3. Retail Funds . Also, if the AIF is marketed to non-professional investors, a KID should be pro - vided pursuant to Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information docu - ments for packaged retail and insurance-based investment products (PRIIPs), regardless of the amount invested. In addition, if an AIF is closed- ended with tradable units, the AIF should publish an approved prospectus pursuant to the Pro - spectus Regulation (EU 2017/1129), unless an exemption applies. With respect to non-EU AIFMs, the non-EU AIFM that is marketing an AIF pursuant to the Dutch NPPR should provide a prospectus setting out the disclosures required pursuant to Article 23 of the AIFMD when marketing an AIF in the Nether - lands to professional investors. In addition, the
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