ITALY Law and Practice Contributed by: Emidio Cacciapuoti, Giorgio Bobba and Davide Massiglia, ADVANT Nctm
2.2.3 Restrictions on Investors On 30 March 2022, a significant amendment to Italian legislation (Ministerial Decree No 30 of 5 March 2015) entered into force regarding those people (other than professional investors) who are allowed to subscribe units of a reserved AIF. Before the amendment, units of an Italian or EU reserved AIF could be marketed in Italy to, and subscribed by: • professional investors; • retail clients with a minimum commitment of EUR500,000; and • directors (ie, members of the board of direc - tors) and employees of the AIFM managing the AIF (with no minimum commitment). The new legislation enlarges the group of peo - ple who can subscribe units of a reserved AIF, including into two additional categories: • non-professional investors who, as part of the provision of investment advisory services, subscribe to or purchase units or shares of the AIF for an initial amount of not less than EUR100,000, provided that, as a result of the subscription or purchase, the total amount of investments in reserved AIFs does not exceed 10% of their financial portfolio (defined as the total value of the portfolio consisting of bank deposits, insurance investment products and financial instruments also available from other intermediaries or managers); and • entities qualified to provide portfolio manage - ment services who, in the course of providing said services, subscribe to or purchase units or shares of the AIF for an initial amount of not less than EUR100,000 on behalf of non- professional investors. In addition, the new legislation replaces the con - cept of “employee” (as a category which may
• the daily transaction book ( libro giornale ) of the AIF, recording the day-to-day activities related to the management, operation, and issuance and redemption of the units/shares; • the AIF’s yearly report ( relazione annuale ), along with a directors’ report, to be audited by the audit firm (and, with respect to a SICAF, the annual financial statements); • the semi-annual report ( relazione semestrale ) relating to the AIF’s management during the first six months of any accounting period; and • a prospectus with an indication of the value of the units/shares and the total value of the AIF in each case of issuance or reimbursement of the relevant units. Specific reporting requirements are due for each AIF on a semi-annual basis, and include the financial data of the AIF, the composition of the portfolio, the units/shares recap and the value of the units/shares. 2.2 Fund Investment 2.2.1 Types of Investors in Alternative Funds Investors in AIFs range from financial institution - al investors (such as banks, insurance compa - nies and funds of funds) to pension funds, family offices, big corporations willing to diversify their invested assets and, in a smaller percentage, (ultra) high net worth individuals. 2.2.2 Legal Structures Used by Fund Managers According to the applicable regulations, the only legal structure that can be authorised as an AIFM is the joint stock company ( società per azioni ). In cases where particular types of investors require the establishment of corporate vehicles, already existing AIFMs establish externally managed SICAFs, while internally managed SICAFs are typically used by promoters/sponsors that are foreign, or not linked to AIFMs.
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