PORTUGAL Law and Practice Contributed by: João Nóbrega, Bernardo Marques and Francisco Miguel Gomes, EY Law – Sociedade de Advogados, SP, S.A.
• EU Anti-Money Laundering Package (AMLR, AMLD6 and AMLA): Effective from July 2027, this package will create a single EU rulebook on AML and CTF, harmonising governance standards, group-wide policies and reporting obligations, while increasing scrutiny of critical third-party providers. 4. Investors 4.1 Types of Investors in Alternative Funds Investor participation in Portuguese AIFs has steadily broadened in recent years, with a notable increase in private and high net worth investors alongside tradi - tional institutional capital. In particular, real estate AIFs – representing the largest segment of the Portuguese alternative fund market – are increasingly attracting private investors, espe - cially in closed-ended structures utilised for wealth and succession planning. While institutional investors continue to dominate open-ended real estate funds due to liquidity and diversification needs, the private segment is now capturing a growing share of new launches and capital inflows. A similar trend is evident in private equity and venture capital AIFs, where local entrepreneurs, family offices and private investors are becoming more active as limited partners, often co-investing alongside institu - tional sponsors. Although the CMVM does not publish a detailed breakdown of investor types for AIFs, the consistent increase in the number of AIFs and total assets under management in recent years indicates a sustained appetite from both private and professional investors, particularly in real asset and private market strategies. 4.2 Side Letters Side letters are permitted under Portuguese law but must adhere to the principles of fair treatment and transparency. They are commonly utilised in closed- ended, privately placed AIFs, particularly in private equity and real asset funds, to address issues such as reporting obligations, information rights, govern -
ance participation, most-favoured-nation clauses or specific fee arrangements. Side letters do not require prior approval from the CMVM. However, any preferential terms granted to one or more investors must be disclosed to all inves - tors, at least in general terms that describe the nature of the preference and the types of investors eligible for it. If the side letter effectively modifies the fund’s constitutive documents (for example, by altering eco - nomic terms, liquidity or voting rights), it must adhere to the change-control procedures outlined in the RGA, which may involve prior notification or subsequent fil - ing depending on the materiality of the changes. In open-ended or retail-facing AIFs, preferential terms related to liquidity or redemption are generally not permitted due to the equal-treatment obligation applicable to all investors. In such cases, side letters are typically limited to administrative or informational provisions. Best practices in the Portuguese market include implementing any differentiated terms through sep - arate unit or share classes reflected in the offering documents, maintaining a register of side-letter terms, and ensuring both internal and external compliance reviews to demonstrate adherence to fair treatment and disclosure obligations. 4.3 Marketing of Alternative Funds to Investors The marketing of AIFs in Portugal is regulated by the RGA, the RRGA and the AIFMD passporting frame - work. The applicable regime depends on whether the AIF and its manager are established in Portugal, else - where in the EU, or in a third country. • Domestic AIFs: AIFs authorised or registered in Portugal may be marketed once their incorpora - tion is approved or notified to the CMVM, provided that their offering documents are made available to investors. The scope of eligible investors (pro - fessional, semi-professional or retail) determines whether the offer requires prior authorisation (for public offerings) or prior notification (for private placements).
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