ITALY Law and Practice Contributed by: Emidio Cacciapuoti, Giorgio Bobba and Davide Massiglia, ADVANT Nctm
SICAVs are open-ended entities: an investor can always subscribe to new shares and request their redemption. This also shows a main differ - ence compared to SICAFs (the legal structure that might be used by an AIFM to establish an AIF): the share capital is not fixed, but is equal to the net assets, which vary according to new subscriptions and redemptions. The shares rep - resenting the capital must be fully paid up when they are issued, and contributions can only be made in cash. A SICAV may directly manage its assets or delegate the management thereof to an asset management company; it may also carry out the related and instrumental activities established by the Bank of Italy, after consulting CONSOB, provided that the proper performance of the main business activity is guaranteed. As regards management limits, the legislature has laid down rules for SICAVs similar to those laid down for open-ended mutual funds. 3.1.2 Common Process for Setting Up Investment Funds Please see 2.3.4 Regulatory Approval Process . 3.1.3 Limited Liability Please see 2.1.4 Disclosure Requirements . The management rules of the retail funds (other than AIFs) provide for the obligation of the AIFM to calculate the net asset value and to publish the relevant value on a bi-monthly basis. 3.2 Fund Investment 3.2.1 Types of Investors in Retail Funds In addition to the categories of investors indi - cated under 2.2.1 Types of Investors in Alterna- tive Funds , it is worth noting that retail funds, by Please see 2.1.3 Limited Liability . 3.1.4 Disclosure Requirements
definition, can be subscribed by every category of investors without distinctions and minimum amounts. In addition, banks and investment firms play an important role in the fundraising process of retail funds, marketing the relevant units to their retail clients. 3.2.2 Legal Structures Used by Fund Managers Please see 2.2.2 Legal Structures Used by Fund Managers . 3.2.3 Restrictions on Investors There are no specific restrictions regarding the types of investors that can invest in a retail fund, provided that, before establishing a new retail fund, the relevant fund manager identifies the specific target market applicable to such fund – ie, the categories of individuals that can sub - scribe to the relevant units/shares (positive tar - get market) and the categories of individuals that cannot subscribe to the relevant units/shares (negative target market), according to the MiFID II provisions regulating product governance, as Retail funds are subject to the relevant provisions included in the UCITS Directive, as adopted by the Regulations on Collective Asset Manage - ment adopted by the Bank of Italy on 19 January 2015. On a general note, retail funds invest their assets as follows: • consistently with their investment policy; • in assets whose risks are adequately con - trolled within the risk management system; • in assets that are liquid, so as not to jeop - ardise the obligation of the fund to redeem the units at any time in accordance with the management rules; and adopted by Italian legislature. 3.3 Regulatory Environment 3.3.1 Regulatory Regime
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