As of January 1, 2012, the Dutch:

  1. 'EUR 50,000 banking license/receiving repayable funds safe harbor'
  2. 'EUR 50,000 prospectus safe harbor'
  3. 'EUR 50,000 investment fund license safe harbor'

are all increased to EUR 100,000.

'Banking license/receiving repayable funds safe harbor'

Prior to January 1, 2012, parties receiving repayable funds (including borrowers of funds and issuers of bonds) were - for purposes of Dutch regulatory laws - not considered a bank and did not fall under the Dutch prohibition to receive repayable funds, if funds were obtained solely from professional market parties. Any lender that extended an amount of at least EUR 50,000 (or its equivalent in another currency) as an initial loan, was deemed to be a professional market party within the meaning of Dutch regulatory laws. As of January 1, 2012, this threshold is increased from EUR 50,000 to EUR 100,000.

Grandfathering: Agreements entered into before January 1, 2012 in which parties have relied on the 'EUR 50,000 banking license/receiving repayable funds safe harbor' are grandfathered indefinitely.

'Prospectus safe harbor'

Prior to January 1, 2012, persons that offered securities in the Netherlands were excepted from the obligation to publish an approved prospectus if the securities' nominal value or the total consideration per investor was at least EUR 50,000 (or its equivalent in another currency). As of January 1, 2012, this threshold is – in keeping with the European Prospectus Directive – increased from EUR 50,000 to EUR 100,000.

'Investment fund license safe harbor'

The Dutch rules regarding the offering of securities also apply to offering participation rights in investment funds in the Netherlands if (i) the investment fund is of the closed end type (i.e. if the participation rights are not repurchased or redeemed, directly or indirectly, out of the assets of the investment fund upon the request of the holder) and (ii) the participation rights qualify as securities within the meaning of Dutch regulatory laws. In addition, prior to January 1, 2012, offerors of participation rights in investment funds were exempted from the requirement to obtain a license if the participation rights offered in the Netherlands had a nominal value or were offered against a total consideration per investor of at least EUR 50,000. As of January 1, 2012, this threshold is also increased from EUR 50,000 to EUR 100,000.

Grandfathering: Offerors of participation rights in investment funds that have relied on the 'EUR 50,000 investment fund license safe harbor' before January 1, 2012, are exempted from the license requirement up to and including July 22, 2013 (which is the date on which the European Directive on Alternative Investment Fund Managers (2011/61/EC) must be implemented in the Netherlands).

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