Lous Vervuurt and Gijs De Haan, financial regulation experts at Pinsent Masons, were commenting following the AIFMD II Update 4 (fourth edition), which they described as an important moment of change to the national private placement regime for non-EU AIFMs. The changes come from the ongoing implementation of the EU’s revised Alternative Fund Managers Directive (AIFMD II). The update includes tightened rules on which non-EU AIFMs can market their alternative investment funds in the Netherlands.
AIFMD II creates an EU-wide harmonised regime for management of loan originating funds. The directive not only defines activities that fall within the scope of a loan originating fund, but it also reframes the supervisory expectations placed on managers of private credit. The latest Dutch update brings the country’s financial supervision in line with the provisions of the AIFMD II.
Under the new rules, non-EU AIFMs seeking to market their alternative investment funds in the Netherlands must not be established in jurisdictions that are classified as high risk third countries under the EU anti-money laundering rules, or be included on the EU’s list of non-cooperative jurisdictions for tax purposes.
The new restrictions do not replace existing conditions but sit on top of them. Non-EU AIFMs must still ensure that participation rights are offered only to professional investors, maintaining the AIFMD’s investor protection focus; and that a cooperation agreement is in place between the AFM and the AIFM’s home state regulator, to ensure effective information exchange.
The AFM’s guidance is explicit about consequences of failing to meet these standards. If a non-EU AIFM is, or becomes, established in a jurisdiction appearing on either the anti-money laundering high-risk list or the EU tax blacklist, it will ultimately be required to cease marketing to Dutch investors.
“The lists in question are dynamic, with jurisdictions added or removed over time, as such, compliance cannot be static,” said Lous Vervuurt. “A fund structure that is permissible today may fall out of scope tomorrow, with immediate commercial implications meaning fund managers must ensure continued awareness and compliance.”
Non-EU AIFMs must inform the AFM, without delay, if they no longer meet the application conditions.
Gijs De Haan said: “The shift highlights the need for robust monitoring systems, legal vigilance, and a proactive approach to regulatory change.”
The tightening of third-country access rules sits within the broader reforms introduced by AIFMD II, which came into force in April 2024 and was required to be implemented by EU member states by April of this year. The reforms include a new regulatory framework for loan-originating funds, with restrictions on leverage and mandatory risk retention, requiring originator funds to retain a portion of loans transferred to third parties. There are also stronger requirements now in place for liquidity management tools in open-ended funds as well as enhanced scrutiny of delegation and governance arrangements.