In 2024, the Dutch Authority for the Financial Markets (AFM) held discussions with investment managers operating under the AIFMD Light Regime. As a result, the AFM discovered that some of these managers were not fully meeting regulatory requirements. This prompted them to release guidance to clarify their expectations.  

What were the AFM’s clarifications?

According to the AIFMD framework, light regime managers must first submit an annual report containing information about the instruments in which they invest as well as their fund’s risk profiles. Providing accurate and timely information is crucial because it enables the AFM to monitor risks across the financial system effectively.  

Another key takeaway is the type of investors these managers serve. They must indicate whether the fund is offered to professional investors—such as banks, investment firms, pension funds and large companies—or retail investors, including natural persons or small businesses. Additional requirements apply when making investment offerings to retail investors to ensure their protection. For example, managers must prepare and provide a Key Information Document (KID) to potential investors, outlining the fund’s strategy, risks, costs and intended returns. 

If a light manager offers a fund to fewer than 150 retail investors, the offer must be directed at a very specific, limited group. This requirement refers to the number of people who receive the offer, not the number who participate. Managers must also demonstrate compliance with this guideline. 

Additionally, even though light managers don’t have a full licence, they must adhere to all relevant obligations under the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wwft) and the Sanctions Act 1977 (Sw). This requires having robust policies appropriate to the size and nature of the investment institution. Managers must implement these policies based on their unique risk profiles.  

Even when responsibilities are outsourced to third-party service providers, the AFM expects light managers to remain fully accountable. They must regularly check whether they are still eligible for the light regime and immediately notify the AFM of any changes to their investment strategy or the funds they’re managing. 

Lastly, in the event of the inactivity of the manager or any of their funds, they must formally deregister with the AFM. The process must include providing a written explanation for the fund’s closure and confirming there are no outstanding liabilities toward investors or creditors. 

If you would like to know more, please get in touch with our Bolder team. Or email us at info@boldergroup.com to learn about our services.  

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