The Dutch Authority for the Financial Markets (AFM) has now published the notification form which non-EEA fund managers (non-EEA AIFMs) must use if they wish to rely on the Dutch private placement regime.
Non-EEA AIFMs that rely on the Dutch private placement regime do not require a license pursuant to the AIFMD, but are still subject to a number of transparency and ongoing requirements. Under the private placement regime investment funds (AIFs) may only be marketed to qualified investors in the Netherlands. The private placement regime is a separate transitional regime in addition to the general grandfathering regime that is available until 22 July 2014 to fund managers that were already active in the Netherlands prior to 22 July 2013.
Non-EEA AIFMs that wish to market AIFs in the Netherlands under the private placement regime, must submit the notification form with the AFM. In this form, the following must be included:
- information on the AIFM (contact details);
- information on the AIF (contact details and nature of the assets);
- the total value of assets under management for all AIFs managed by the AIFM and an overview of these AIFs;
- explanation of how the AIFM will ensure that the AIF will not be marketed to other than qualified investors in the Netherlands; and
- somewhat surprisingly - an attestation from the home state regulator of the AIFM, in which the home state regulator confirms that it is able to effectively comply with the cooperation agreement with the Dutch regulator in respect of the AIFM and the AIF and thus ensures the efficient exchange of information in respect of the AIFM and AIF.
Once the notification has been made, the AFM will transmit a copy to the Dutch Central Bank (DNB). After receipt of the notification form, DNB will generate a reporting profile in its reporting platform e-Line DNB and will provide the fund manager in due course with the necessary log-in details to enable the fund manager to log on to the platform and fulfill its ongoing disclosure obligations after each reporting period.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.