NETHERLANDS Law and Practice Contributed by: Vilmar Feenstra, Robert Veenhoven, Joyce Kerkvliet and Sebastiaan Verkerk, Loyens & Loeff N.V.
2.3 Regulatory Environment 2.3.1 Regulatory Regime
disclosure requirements pursuant to the SFDR and Taxonomy Regulation for Dutch AIFMs apply mutatis mutandis to non-EU AIFMs. 2.2 Fund Investment 2.2.1 Types of Investors in Alternative Funds The main fund investors located in the Nether - lands investing in investment funds are Dutch pension funds, commercial banks and insurance companies. There are also multiple Dutch family offices and multi-family offices/asset managers, high-net-worth individuals and regional public investment institutions that invest in investment funds. The Dutch government (via the European Investment Fund, or EIF) frequently invests in Dutch funds targeting SMEs. 2.2.2 Legal Structures Used by Fund Managers Dutch fund managers often adopt the legal form of a BV to carry on their risk and portfolio man - agement activities for the benefit of the invest - AIFMs under the small managers regime may only offer the interests in each AIF in accordance with the Placement Restrictions. Dutch or EU-licensed AIFMs may only offer the interests in the AIFs they manage to professional investors (within the meaning of Section 1:1 of the AFS), unless they have opted for the “retail top-up”. The AIFM is not required to comply with the requirements under the retail top-up regime if interests are offered for a countervalue of more than EUR100,000 per investor. ment funds under management. 2.2.3 Restrictions on Investors Non-EEA AIFMs making use of the Dutch NPPR may only offer interests to “qualified investors” within the meaning of the AFS.
Under Dutch law, the regulatory regime and supervision with respect to investment funds is the concern of the fund manager of an invest - ment fund, rather than the investment fund itself (unless the latter is managed internally). In princi - ple, fund managers of AIFs that are active in the Netherlands fall within the scope of the AIFMD and the Dutch implementation thereof in the AFS, and the rules and regulation promulgated thereunder. It is, in principle, prohibited in the Netherlands for an AIFM to manage an AIF or to market interests in an AIF without having obtained a licence from the AFM. This is only different if an exemption to the licence requirement is available, such as using a passport by a licensed EU AIFM, making use of the small managers regime or registration under the NPPR. In principle, there are no invest - ment limitations, other than those included in the authorisation (licence or registration). 2.3.2 Requirements for Non-Local Service Providers Pursuant to the Dutch Trust Offices Act 2018 ( Wet toezicht trustkantoren 2018), it is prohibited to provide the following trust services ( trustdi- ensten ) in the Netherlands, unless a licence to do so has been obtained from the Dutch Central Bank ( De Nederlandsche Bank NV , or DNB): • being a director/partner of a legal entity/com - pany; • providing a (postal) address for an object company and performing “additional activi - ties” such as record-keeping or preparing and filing tax returns (domicile plus); • selling or intermediating in the sale of legal entities; • acting as a trustee; and
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