AIFMD II Implementation in The Netherlands

The Netherlands adopted the Implementatiewet gewijzigde AIFM-richtlijn en icbe-richtlijn on 17 March 2026 to transpose AIFMD II into Dutch law. The proposal amends the Wet op het financieel toezicht (Wft) in relation to delegation arrangements, liquidity risk management, supervisory reporting, the provision of custody and safekeeping services, and loan origination by AIFs. The new law is expected to enter into force on 16 April 2026, while the new supervisory reporting obligations will apply from 16 April 2027.

The Dutch implementation approach is characterised by minimal deviation from AIFMD II and an intention to exercise Member State options in the least burdensome way. The explanatory memorandum to legislative proposal 36 833 provides the relevant rationale. The key choices are as follows:

• Ancillary services: the Dutch legislative proposal exercises the option to permit additional ancillary services, including related services such as IT, HR, benchmark administration, and credit servicing, also for third parties, with the stated aim of supporting efficiency and competitiveness.
• Consumer lending: the option to prohibit AIFs from granting loans to consumers has not been implemented. Consumer lending by AIFs remains permitted, provided fund managers hold a consumer credit licence and comply with the Consumer Credit Directive.
• Depositary rules: the Dutch proposal exercises the option to permit the appointment of depositaries established in another Member State. The AFM may approve such an appointment where the depositary holds a banking licence, the relevant national depositary market remains below the statutory threshold, and no suitable domestic depositary exists for the relevant investment strategy.
• Daily policy-makers / substance: the Dutch implementation specifies that the management board of an AIFM or UCITS manager must consist of at least two directors who are employed full-time, meaning at least 36 hours per week, or who devote full-time efforts to the manager’s activities, and who are resident in the European Union.
• Role of DNB / supervisory coordination: the Dutch implementation introduces a supplementary coordination mechanism between the AFM, as conduct supervisor, and De Nederlandsche Bank (DNB), as prudential supervisor. DNB may issue reasoned advice to the AFM regarding liquidity management tools where macro-prudential risks are identified, which the AFM must take into account.

The Dutch legislative proposal incorporates the AIFMD II loan origination regime through a series of new provisions in the Wft without material deviation. It implements definitions covering both direct origination and indirect origination through special purpose vehicles, the definition of a loan-originating AIF, leverage limits of 175% for open-ended and 300% for closed-ended loan-originating AIFs, borrower concentration limits, the originate-to-distribute prohibition, the 5% risk retention requirement, the closed-ended structure requirement subject to compatible liquidity risk management, and the AIFMD II transitional regime, including voluntary opt-in by notification to the AFM. The Dutch authorities do not appear to introduce additional national requirements beyond those mandated by AIFMD II.

Yes. The AFM has published a dedicated AIFMD II update guidance series focusing, among other things, on the requirements for daily policy makers, liquidity management tools, and the new rules for loan-originating AIFs.