Partial exemption for foreign investment institutions
In order to receive certain (partial) dispensation from license requirements under the National Ordinance on the Supervision of Investment Institutions and Administrators 2002 (‘Landsverordening toezicht beleggingsinstellingen en administrateurs’, the ‘NOSIIA’), the Central Bank requires foreign investment institutions to provide their (prospective) investors in the Netherlands Antilles with some additional information. This additional information should be included in the private placement memorandum or on a supplementary sheet in the private placement memorandum and should contain:
a) specific information and approvals of its home control supervisory authority;
b) a special clause regarding the funds home-country supervision and the dispensation granted by the Central Bank.
With respect to on-going supervision, dispensation can be obtained from some of the requirements of the NOSIIA. The dispensations will be granted under the following conditions:
a) the assessment of the competence and integrity of persons, should be conducted by the supervisory authority of the country where the investment institution is domiciled. The Central Bank should receive written notification of the approved persons within one month of the date that the approval was granted;
b) amendments to the constituting documents (e.g. articles of association of an investment company or the rules of an investment fund) are subject to the prior approval of the home supervisor of the investment institution. Written notification of the home supervisor?s approval should be submitted to the Central Bank within one month after granting such an approval;
c) the (semi-) annual reports, including the (semi-) annual accounts, must comply with the rules and regulations applicable in the home country. Copies of these reports must be submitted to the Central Bank within one month after the publication of these reports. Furthermore, the place where the participants can obtain copies of these reports free of charge must be made public in at least one national newspaper in the Netherlands Antilles or otherwise communicated to each of the participants in writing;
d) an external auditors’ report must be submitted together with the annual accounts;
e) if the semi-annual account is certified by an external auditor, the auditors’ report must also be submitted; and
f) the Central Bank should receive a copy of every management letter issued by the external auditor within one month after this was sent to the investment institution by the external auditor.
Karel Frielink
Attorney (lawyer) / Partner