18 Dec 2020 AbbVie Initiates COVID-19 Antibody Trials in US and Europe with License from Utrecht University and Harbour BioMed. If the AIF is marketed under the retail top-up regime to non-professional investors, additional disclosure requirements apply, as set out under 3 Retail Funds. The licence for these authorised AIFMs should specifically include the retail top-up. Pursuant to the Dutch implementation of article 23 of the AIFMD, an AIFM should provide professional investors with a prospectus when marketing an AIF in the Netherlands if the AIFM holds a licence from the AFM or if the Dutch AIF is managed by a non-EEA AIFM under the National Private Placement Regime. The underperformance of active funds is present in all markets globall… With respect to an AIF (which is closed-end) with tradable units (ie, the units are transferable), an approved prospectus should be published pursuant to the Prospectus Regulation (EU 2017/1129), unless an exemption applies. In order to start (pre-)marketing activities, the fund manager will prepare the marketing material (eg, the information memorandum, presentations, teasers, pitchbooks etc). Aqua-Spark is a global investment fund based in Utrecht, the Netherlands that makes investments in sustainable aquaculture businesses that generate investment returns, while creating positive social and environmental impact. A shareholder of an NV is, in principle, not personally liable for acts performed in the name of the company and does not have to contribute to the losses of the company in excess of the amount to be paid up on his shares. For instance, if an AIFM holds a licence for managing AIFs investing in financial instruments and intends to manage an AIF that invests in real estate, the AIFM will have to apply for an extension of the scope of its licence. Pursuant to Dutch law, security over receivables can be established by way of a disclosed right of pledge, or by way of an undisclosed right of pledge. in most cases, the BV and BV are chosen in an equal manner because they offer similar advantages and the possibility to issue shares; the NV can also be used to create an investment company with variable capital (ICVC) which is popular among European investors; the ICVC can be used to create umbrella funds which holds various sub-funds that issue a diversity of shares; the cooperative is similar to the limited partnership, as there are no. If you need additional information on the, According to recent statistics, between the 4. If the AIFM exceeds the AuM Thresholds and the Placement Restrictions, the AIFM must apply for a licence from the AFM within 30 calendar days. such shareholder voluntarily assumes liability for the obligations of the company; in exceptional circumstances, where "hiding" behind separate legal identities constitutes an abuse of law, such shareholder may be identified (. Compared to other jurisdictions, including European known countries. As a consequence of its tax transparency, any income and gains realised by investing through the Closed FGR are attributed to the participants as if the participants were investing directly in the investment portfolio of the FGR. Orthos Ventures. View Recent News. All these forms provide for the limited liability of investors. 18 Dec 2020 AbbVie Initiates COVID-19 Antibody Trials in US and Europe with License from Utrecht University and Harbour BioMed. It is a contractual arrangement sui generis (often referred to as its terms and conditions) between a manager and its investors (ie, the participants), obliging the manager to invest and manage assets contributed by the participants for their joint account. The BV is the Dutch equivalent of a private company with limited liability, and is generally the preferred legal form for privately held companies in the Netherlands. Here are a few aspects to consider when choosing the. a shareholder receives a distribution in excess of the company’s freely distributable reserves while being aware – or when they reasonably should have been aware – that such distribution was not permitted. Among the conditions available for Dutch investment funds under the FII regime are equal distribution of profits among shareholders and several limitations on the classes of shares the fund … In addition, depending on the type of financing and the structure of the fund, security could also be granted in respect of the assets in which a fund would (indirectly) invest. 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 funds. In this respect, please see 3.1.4 Disclosure Requirements. Amsterdam Student Investment Fund (ASIF) Antler. The AFM has a review period of 26 weeks and may request additional documents or information during the application process (the review period will then be suspended). Find the top rated Europe Stock mutual funds. The review period is suspended while additional documents are being requested. Post navigation value, term and interest rate, or shares in a green investment fund. Aqua-Spark is a global investment fund based in Utrecht, the Netherlands that makes investments in sustainable aquaculture businesses that generate investment returns, while creating positive social and environmental impact. During negotiations, investors may request side letters and/or legal and tax opinions. Block Party. The FBI may only hold mere portfolio investments. Profit distributions made by a Coop are subject to Dutch dividend tax if the Coop qualifies as a mere holding vehicle. With respect to authorised Dutch UCITS, certain specific operational requirements apply, as set out in the Dutch implementation of the UCITS directive. Dutch AIFMs registered under the Small Managers Regime are, in principle, not subject to any specific operational requirements. If a Dutch AIFM holds a licence pursuant to the Alternative Investment Fund Managers Directive (Directive 2011/61/EC – AIFMD), it is in principle only authorised to offer the interests in the AIF it manages to professional investors within the meaning of the AFS. AIFMs registered under the Small Managers Regime and authorised AIFMS under the full licence have to prepare a PRIIPS KID when offering interests to retail investors for a countervalue of more than EUR100,000 per investor. Read the full publication of Jeroen Smits and Rogier Raas on the website of the ICLG (International Comparative Legal Guides). In principle, the authorised AIFM with a retail top-up will have to meet all requirements that apply for authorised AIFMs under the fully licensed regime. In principle, in the Netherlands such depositary is subject to a licence requirement (a depositary generally holds a licence as trust office, investment firm or credit institution), unless a specific exemption to the licence requirement is available. Volta Ventures A Coop is subject to corporate income tax on worldwide income, provided that it is fully exempt from Dutch corporate income tax on dividends and capital gains derived from the qualifying equity stakes in portfolio companies (the participation exemption). However, the liability of a shareholder for the obligations of the NV may arise if: When a shareholder supports or effects a dividend or other distribution whilst knowing that the NV would, as a consequence, not be able to continue paying its debts when these become due, it may qualify as acting in a tortious manner. interests in each AIF managed by the AIFM may only be marketed (the Placement Restrictions): to professional investors within the meaning of section 1:1 of the AFS; for a countervalue of at least EUR100,000 per investor, with the amount of EUR100,000 to be provided at once. We also have significant experience in the marketing of foreign funds in the Netherlands, including the listing of non-Dutch funds on the Amsterdam stock exchange. For instance, pursuant to the AFS and the rules and regulations promulgated thereunder, restrictions apply with respect to specified categories of financial instruments in which the assets under management will have to be invested, and specific investment limits apply in that respect. Typically, the investments made by buy-out funds and venture capital funds in their portfolio companies are eligible for the participation exemption. Investors participate in a Coop as members, with corresponding membership interests. such shareholder qualifies as a policy maker (. The types of investment funds that are mainly set up in the Netherlands are private equity funds, venture capital funds and funds focusing on real estate and infrastructure assets. Upon such a requalification, the investors may become liable for equal amounts (gelijke delen) (if the FGR is requalified as a maatschap) or jointly and severally liable (hoofdelijk aansprakelijk) (if the FGR is requalified as a vennootschap onder firma or commanditatire vennootschap) for the liabilities of such partnership. Retail Funds (eg, UCITS) are often structured in the form of an Open FGR or a public limited liability company (naamloze vennootschap met beperkte aansprakelijkheid – NV) that adopts the legal status of an investment institution with variable capital (beleggingsmaatschappij met variabel kapitaal – BMVK). France and Germany already have similar funds. The Netherlands: Alternative Investment Funds This country-specific Q&A provides an overview of Alternative Investment Funds laws and regulations applicable in Netherlands . Under Dutch law, the regulatory regime and supervision with respect to investment funds concern the manager of an investment fund, rather than the investment fund itself (unless the latter is managed internally). (e.g. The Dutch Fund for Climate and Development (DFCD) enables private sector investment in projects aimed at climate adaptation and mitigation in developing countries. Dutch AIFMs that are registered as small managers under the Small Managers Regime should include a selling legend in the PPM and other marketing materials, in which the Placement Restrictions that will be used by the AIFM (as set out under 2.3.2 Requirements for Non-local Service Providers) are explained. If the AFM, as competent supervisory authority of the UCPA, deems that information provided to consumers is misleading or unfair, it may, for example, impose a fine on the (managers of the) fund in question. The Netherlands furthermore provides for two specific fund regimes that may be used for specific strategies, being the exempted investment institution (vrijgestelde beleggingsinstelling – VBI) and the fiscal investment institution (fiscale beleggingsinstelling – FBI), which is a Dutch REIT regime. Aqua-Spark. Organizations in this hub have their headquarters located in The Netherlands, Europe; notable events and people located in The Netherlands are also included. Aglaia Oncology Funds. (wettelijke aansprakelijkheid – unlimited liability), B.A. A licensed ManCo can manage a new UCITS within the investment strategy covered by its licence, and can market such UCITS to retail investors if it has submitted the notification form to the AFM at least two weeks prior to the marketing of the respective UCITS. Profit distributions by an FBI are, in principle, subject to 15% Dutch dividend withholding tax, with two important exceptions: In February 2019, a draft legislative proposal was published by the Dutch government which aims to modernise the legislation on partnerships. Yes, I want help finding an investor. Leading global investment firm KKR today announces it has sold two major student housing developments in the Netherlands for €190m. Capital is raised both internationally and from domestic investors (eg, Dutch pension funds). According to the legislation on the types of investment vehicles that can be registered in Holland, these structures may be established as investment companies or funds. Furthermore, the FBI must distribute its net income within eight months of the fiscal year-end. An important consequence of incurring leverage at the level of a Dutch fund is that, depending on the structure of the fund and the details of the financing, the relevant manager may be required to obtain authorisation in the Netherlands. For example, closed-ended funds in the Netherlands are regulated by the Prospectus Directive, implemented following the legislation applicable in … Why is Holland an Attractive Country for Investors? View Recent News. low-risk/low-yield, fixed-income, high-risk, emerging markets, etc. The authorised AIFM with a retail top-up will have to meet all requirements that apply for authorised AIFMs under the fully licensed regime. the amount of committed capital may never fall below EUR100,000. In addition, the fund documentation generally provides that this consent shall be deemed to have been given if an investor has not declined its approval within four weeks of the date on which the request for approval was sent. AIFs that currently produce a UCITS-like KID under the national retail top-up regime can benefit from an exemption to the PRIIPS KID requirements under the PRIIPS Regulation until 31 December 2021. If the AIF has no legal personality, the legal ownership of the assets under management have to be held by a separate legal entity whose sole object stated in the articles of association is holding the legal ownership of the assets of investment funds. Jeroen Smits and Rogier Raas provide answers to these and other questions about public investment funds, including registration, regulatory framework, marketing of public funds and tax treatment in the Netherlands. Pursuant to section 2:96b AFS, it is prohibited to manage and market UCITS funds in the Netherlands without a licence from the AFM. For instance, pursuant to article 130-143 of the Decree, restrictions apply with respect to specified categories of financial instruments in which the assets under management will have to be invested, and specific investment limits apply in that respect. has been serving the investment fund industry for more than three decades. After a first public consultation, during which all interested persons could state their opinion on the proposal, an updated draft legislative proposal is expected to be published this year, again making it possible to submit an opinion. As a general rule, information provided by an AIFM or ManCo has to be accurate, clear and not misleading. The Disclosure Regulation aims to reduce information asymmetries in principal-agent relationships with regard to the integration of sustainability risks, the consideration of adverse sustainability impacts, the promotion of environmental or social characteristics, and sustainable investment. 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