NETHERLANDS Law and Practice Contributed by: Vilmar Feenstra, Robert Veenhoven, Joyce Kerkvliet and Sebastiaan Verkerk, Loyens & Loeff N.V.
2.3.8 Marketing Authorisation/Notification Process See 2.1.2 Common Process for Setting Up Investment Funds . 2.3.9 Post-Marketing Ongoing Requirements For Dutch-licensed AIFMs, post-marketing ongoing requirements include, inter alia, inform - ing investors of material changes in the informa - tion provided to investors in the marketing phase. A licensed AIFM furthermore needs to notify the AFM of material changes in the documents sub - mitted to the AFM to obtain the approval from the AFM for the marketing and management of the AIF. The AFM in principle has one month to decide on whether it will object to the change, to be extended by another month. In addition, investors need to be informed of certain types of conflicts of interest before conducting busi - ness on their behalf. Finally, investors need to be provided on an annual basis with an AIF annual report, which complies with the requirements of Article 22 AIFMD (see 2.4 Operational Require- ments ). 2.3.10 Investor Protection Rules For Dutch AIFMs that are registered under the small managers regime, from a regulatory per - spective, there are generally no investor protec - tion rules that should be taken into account. For AIFMs (including Dutch-licensed AIFMs) authorised under the fully licensed regime, the investor protection rules pursuant to the AIFMD apply. Generally speaking, no gold plating of the AIFMD has taken place in the Netherlands, which means that, inter alia, the following AIFMD investor protection rules on the following topics should be taken into account:
if applicable, the small managers regime when marketing interests in AIFs in the Netherlands. A licensed AIFM in another EEA member state may market interests in EU AIFs in the Netherlands pursuant to the passporting regime set out in Article 32 of the AIFMD. Recently, Dutch law has changed to provide that sub-threshold AIFMs in other EEA member states may market interests in AIFs to professional investors in the Neth - erlands provided the conditions of the Dutch sub-threshold regime are met. Non-EEA AIFMs may only market interests in AIFs in the Nether - lands while making use of the Dutch NPPR. If a licensed EEA AIFM intends to market a non-EEA AIF in the Netherlands, the Dutch NPPR should be complied with. With respect to marketing communications by Dutch AIFMs, as a general rule, marketing infor - mation provided by an AIFM has to be accurate, clear and not misleading. Also, all information provided by the AIFM may not be contrary to the information that is required to be disclosed pursuant to the AFS, and it should be made clear whether documents are of a commercial nature. Marketing communications with respect to UCITS and AIFs marketed by licensed AIFMs or with respect to AIFs that apply the EuVECA or EuSEF regime should comply with the require - ments of the ESMA Marketing Communication Guidelines. Regarding the information to be made available when marketing interests in AIFs in the Neth - erlands, see again 2.1.2 Common Process for Setting Up Investment Funds .
2.3.7 Marketing of Alternative Funds See 2.2.3 Restrictions on Investors .
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