Rosemarijn Labeur
Managing Partner

Rosemarijn is a lawyer in the field of financial supervisory law for 20 years. She focuses on investment funds (AIFMD and UCITS) and investment services (MiFID II). She also specializes in the regulation of financial services, such as lending, the Directive on Credit Servicers, (or the NPL Directive), credit intermediation and insurance intermediation (IDD).

Rosemarijn has extensive experience regarding specific supervisory regulations, such as sustainability rules (SFDR) and remuneration rules in the financial sector (Wbfo and Wnbfo). She is frequently involved in acquisitions of financial serviceproviders and asset managers. Assessing fund documentation for investors forms also part of her practice. In addition, various types of license applications are part of her regular work.

Rosemarijn is a committed lawyer with a practical approach. She guides her clients through the complicated forest of supervisory rules. Rosemarijn has a good grasp of the stream of developments that continue to occur within supervisory law.

Tim de Wit
Partner

Tim advises financial institutions on various financial regulatory subjects. Tim particularly has broad knowledge and expertise in the field of investment funds (AIFMD, UCITS, MiFID II, (EuVECA and ELTIF), crypto assets and FinTech (including crypto asset serviceproviders (CASPs) under MiCAR, payments services (PSD2) and electronic money), sustainability related regulation (SFDR and Taxonomy Regulation) and integrity related regulation (AML and sanctions).

In his daily practice, Tim advises on the scope and impact of financial regulatory requirements. He also assists market parties in their contacts with the AFM, such as in connection with a license application or with AFM investigations. Tim is also frequently involved in fund structuring, such as drafting and reviewing fund terms and conditions and an information memorandum.

Tim is a committed advisor with strong analytical skills and broad regulatory knowledge, who takes a critical attitude if necessary. His goal is to translate complex financial regulatory requirements into practice.

What’s going on in the investment fund industry in the Netherlands?

Trends and developments for non-EU fund managers

The investment fund industry in the Netherlands is highly dictated by the two European giants that regulate this sector: the Undertakings for Collective Investment in Transferable Securities Directive (UCITS Directive) and the Alternative Investment Fund Managers Directive (AIFM Directive). Whereas these directives are aimed at a European level playing field, in daily practice the differences between implementation and application amongst EU Member States are striking. This means that the investment fund sector in the Netherlands has to deal with its own specifics and developments.

In this publication we highlight a few trends and developments particularly relevant to non-EU fund managers. The focus is on fund managers operating under the AIFMD, as this group clearly outnumbers the amount of UCITS managers in the Netherlands and is more relevant for non-EU managers because of its third country regime.

Marketing by non-EU fund managers

Introduction

Among others because the presence of its large pension funds and other institutional investors, the Netherlands is an attractive jurisdiction for fund managers to target investors and engage in fund raising. Specifically for non-EU fund managers, the regulatory framework under the AIFMD is in practice particularly relevant in this case. The AIFM Directive regulates all alternative investment funds (AIFs) which are not undertakings for collective investment in transferable securities (UCITS), the latter which is a specific type of retail fund vehicle that should invest in transferable securities based on specific investment criteria. AIFs include real estate funds, private equity funds, infrastructure funds, hedge funds, fund-of-funds, etc. Since there is no regime available under the UCITS Directive for non-EU fund managers, non-EU fund managers are tight to the AIFM Directive.

Available regimes

The AIFM Directive distinguishes between three regulatory regime:

(i) The full license regime, which is only available to EU based Alternative Investment Fund Managers (AIFMs). A full license allows the AIFM to market and manage AIFs across the EU based on a so called European passport, which is a huge advantage to licensed AIFMs. Non-EU fund managers may therefore elect to establish an AIFM in one European Member State to serve as the hub for all its fund business in the EU (note that the UK and Switzerland are not within the scope of the AIFMD).

(ii) A sub-threshold regime, which is only available to EU based AIFMs whose managed assets – to put it briefly – at the aggregated level do not exceed EUR 500 million, or in case of leveraged or open-end funds, EUR 100 million. This regime is also referred to as small managers regime and is implemented differently across EU Member States, each Member State stipulating its own eligibility conditions. Among others, some Member States may limit the sub-threshold regime to locally based AIFMs or EU AIFMs. The sub-threshold regime does not provide for a harmonized European passport possibility.

(iii) The National Private Placement Regime (NPPR), which is available to non-EU AIFMs, subject to certain eligibility conditions and ongoing requirements being complied with. Every EU Member State in principle has its own NPPR, which may be subject to varying eligibility conditions and ongoing requirements.

The Dutch NPPR – eligibility conditions and developments In relation to the Dutch NPPR, non-EU AIFMs should, put in brief, take into account the following eligibility requirements:

1. participations are solely offered to qualified investors, which are generally institutional investors such as banks, pension funds, insurance companies, but in principle do not entail high-net-worth-individuals (HNWIs) or family offices;
2. the jurisdiction where the AIFM is established may not be listed by FATF as non-cooperative; and

1. the competent authority in the Netherlands, the Authority for the Financial Markets (AFM) and the supervisory authority of the country in which the AIFM is established − which may not be listed by FATF as non-cooperative − have concluded a cooperation agreement for the exchange of supervisory information. This is the case for most jurisdictions, pursuant to so called memoranda of understanding, but is something to also check upfront.

If the AIFM meets the conditions it shall submit a notification form with the AFM as well as a formal attestation notice of the AIFM’s home state regulator confirming that the regulator is able to effectively comply with the cooperation agreement, in this case the MoU. This attestation notice is free of form and in our experience, an extract from a public register demonstrating the authorization type in home jurisdiction may also be sufficient. However, this means that there must be some sort of supervision on the AIFM in the home state and that the AIFM must be able to provide evidence of such supervision with its notification to the AFM.

In practice, we experience that most non-EU AIFMs are able to meet the eligibility criteria, unless they also intend to market to HNWIs and family offices. The registration with the AFM is very straightforward and the AFM does not charge registration fees. Following registration, the AIFM can in principle commence marketing, provided the below conditions are complied with. The AFM does unfortunately not maintain a public register of non-EU AIFMs registered under the Dutch NPPR.

Please note: the NPPR eligibility conditions will be amended following the entry into force of the revised AIFM Directive (AIFMD 2), on April 16, 2026. Following entry into force:

• Condition (B) will be amended to include that the jurisdiction may not be identified as a high-risk third country by the European Commission pursuant the fourth anti-money laundering directive (AMLD4). This lists changes frequently and includes varying jurisdictions. The latest addition to the list, on December 4, 2025, included Bolivia and British Virgin Islands.

• A new condition will be added: the jurisdiction where the AIFM is established has signed an agreement with the Netherlands which fully complies with the standards laid down in Article 26 of the OECD Model Tax Convention on Income and on Capital and ensures an effective exchange of information in tax matters, including any multilateral tax agreements, and that third country is not mentioned in Annex I to the Council conclusions on the revised EU list of non-cooperative jurisdictions for tax purposes.

Compliance with these conditions should be checked following entry into force of AIFMD 2.

The Dutch NPPR – ongoing requirements and developments

The non-EU must comply with some ongoing requirements under the NPPR. We highlight these requirements below. The non-EU AIFM shall:

• Prepare and file an annual report compliant with the AIFMD.
• Provide certain minimum prescribed information to investors; in practice non-EU fund managers provide an EU specific supplement to their existing prospectus.
• Report information to the AFM on an annual basis.
• Comply with asset stripping rules in case investments are made in non-listed companies.

These ongoing requirements should apply equally across the EU Member States under their local NPPR, since these requirements stem from the AIFM Directive themselves.

In addition, there are a number of additional ongoing requirements, which stem from other, cross-sectoral, EU regulatory frameworks, which may also come into play. Based on recent guidance and developments, we highlight the following regimes and their applicability to non-EU AIFMs:

Pre-marketing requirements

• Pre-marketing requirements apply on a EU-wide level to licensed AIFMs. The Netherlands has decided to also apply the pre-marketing requirements with respect to non-EU AIFMs. This may be different in other EU Member States. These rules, among others, require the non-EU AIFM to submit a pre-marketing notification to the AFM within two weeks after having started pre-marketing in the Netherlands.

Sustainability requirements

• Sustainability requirements are laid down in the EU Sustainable Finance Disclosure Regulation (SFDR) and the EU Taxonomy Regulation. The SFDR has a broad scope and applies with respect to financial products, including alternative investment funds, and financial entities, including AIFMs. It has been confirmed by the European Commission that the SFDR applies equally to non-EU AIFMs who benefit from the NPPR. This means that when a non-EU AIFM enters the Dutch market under the Dutch NPPR, the AIFM shall comply with the disclosure requirements under the SFDR.

Anti-money laundering requirements

• Anti-money laundering requirements are laid down in the Dutch AML Act. The Dutch AML Act leaves room for interpretation regarding its territorial scope. That being said, the AFM has stated in its policy guidelines that non-EU AIFMs operating under the Dutch NPPR are also subject to the Dutch AML Act and AFM supervision. This may be different in other EU Member States

Cyber security requirements

• Extensive cyber security requirements are laid down in the EU Digital Operational Resilience Act (DORA). It was unclear for a while whether DORA also applies to non-EU AIFMs. Based on recent guidance from the European Commission, which was somewhat dazzling from a legal perspective, the European Commission stated that DORA is not applicable to non-EU AIFMs.

Establishing local presence

Due to the marketing restrictions posed by the NPPR, in particular the lack of harmonization, the lack of a European passport and the limitation of marketing to qualified investors, we regularly see an interest among non-EU AIFMs to establish local presence in the EU and apply for a full AIFMD license. The Netherlands has proven to be a jurisdiction of choice for non-EU AIFMs which is mostly due to the following characteristics:

Mature asset management industry

• The Netherlands is known for its established ecosystem of fund administrators, depositaries, and specialized legal and tax advisors. Particularly for listed investment vehicles, Euronext Amsterdam is relevant as regulated market with substantial liquidity.

Reliable and respected supervisors

• The financial regulators (the Netherlands Authority for the Financial Markets, AFM, and the Dutch Central Bank, DNB) maintain supervision, closely aligned with the wording of the AIFMD itself and ESMA positions; AFM actively participates in ESMA committees and peer reviews, enhancing regulatory predictability for cross-border managers.

Highly qualified workforce

• The Netherlands is home to a deep pool of fund management professionals with international experience and specialized knowledge in alternative investments; strong educational infrastructure in finance and law with English-taught programs at major universities.

Fluency in English

• Business practice is routinely conducted in English; fund documentation, regulatory filings, and supervisor communications are commonly accepted in English without translation requirements.

Corporate and tax efficient options

• The Netherlands is generally known as a jurisdiction which provides for various efficient corporate and tax structuring options.

An AIFMD license not only provides non-EU AIFMs with the option to market their AIFs across the EU, they can also manage AIFs in another Member State. This can be an attractive option for AIFMs who wish to manage AIFs in jurisdictions such as Luxembourg or Ireland.

Of course, the AIFM must meet the requirements of the AIFM Directive, including in relation to governance, substance and risk management, in light of the size, nature and complexity of the business of the AIFM and the intended AIFs under management. In relation to governance specifically, AIFMD 2 contains the requirement to appoint two full time board members who are domiciled in the European Union.

A last important item to be aware of for non-EU managers wishing to establish an EU AIFM as a hub, are the rules on master-feeder structures. An authorized EU AIFM is in principle not allowed to market an EU feeder AIF with a non-EU master AIF pursuant to Article 31 of AIFMD. However, Article 36 AIFMD allows Member States to deviate from this principle under certain conditions. The Netherlands has implemented this Member State option, which

means that a less stringent regime than Article 31 AIFMD applies in the Netherlands. With an authorization as AIFM granted by the AFM, it is possible to market in the Netherlands an EU-feeder with either a non-EU master or an EU-master that is not managed by an EU AIFM, provided that the same conditions will be met as applies to a non-EU AIFM that operates under the NPPR that applies in the Netherlands. For an outline of these conditions, we refer to the start of this contribution (The Dutch NPPR – eligibility conditions and developments).

Obviously, these conditions do not apply to Dutch AIFMs outside such master-feeder structures. An AIFM with full authorization from the AFM is able to market its fund to a wide group of investors in the Netherlands, including to semi-professional investors (i.e. high net worth individuals and family offices).