On 2 October 2012 the Dutch Lower House adopted the Dutch legislative proposal implementing the Alternative Investment Fund Managers Directive (AIFMD) in Dutch law. As a result of that proposal, a very large number of currently exempted fund managers will become subject to supervision.
The bill (the “Bill”) implementing the Alternative Investment Fund Managers Directive in the Netherlands was put before the Dutch Parliament on 19 April 2012. The Bill introduces a licensing requirement for Netherlands-based managers of one or more “alternative investment funds” (“AIFs”), being any collective investment scheme that is not subject to authorisation under the European Directive regulating Undertakings for Collective Investment in Transferable Securities (“UCITS”).
As a result of the Bill, nearly all existing Dutch exemptions (€100,000 exemption, “qualified investors only” exemption, less than 150 offerees exemption) will be repealed. AIF managers (or self-managed AIFs) currently relying on these exemptions will require a license. In addition, currently licensed AIF managers and self-managed AIFs will need to obtain a new license from the Dutch Authority for the Financial Markets (“AFM”). The Bill also introduces a large number of amendments to the current Dutch framework for (managers of) non-UCITS these licensed collective investment schemes, including:
(i) new rules on “depositaries”;
(ii) changes in outsourcing rules;
(iii) new (ongoing and incidental) reporting requirements;
(iv) new investor disclosure requirements;
(v) new governance and organisational requirements (risk management, liquidity, valuation, etc.); and (vi) new remuneration rules.
Amendment of MP Huizing
The Lower House further adopted an amendment which was submitted by the Member of Parliament Huizing. Pursuant to this amendment, managers of AIFS in which only pension funds invest do not fall within the scope of the Bill. Prior to the vote on the amendment, Minister of Finance De Jager sent a letter to the Lower House, in which he explicitly advised against adoption of the amendment. In that letter, the minister also quoted the position of the AFM and the Dutch Central Bank who both wish to supervise managers of pension assets. The Lower House, however, ignored the advice of the minister and adopted the amendment.
After the adoption of the Bill by the Lower House, the Proposal will be sent to the Upper House. The AIFMD must be implemented in Dutch law by 22 July 2013.
Newly registered managers will need to obtain a license by that date. Currently licensed managers will need to comply with the new Bill by the same date and to obtain a new license from the AFM.