CYPRUS FUND REGULATION: Developments in the regulatory framework governing AIFs Amendments to the AIF Law
CYPRUS FUND REGULATION: Developments in the regulatory framework governing AIFs Amendments to the AIF Law
Further to the issuance of the relevant consultation paper on 22 April, 2016 (CP 2016-03) by the Cyprus Securities and Exchange Commission (CySEC) on the proposed amendments inter alia to the applicable law on Alternative Investment Funds (AIFs) and the respective discussions on the matter, the Cyprus Parliament on July 10, 2018 approved a new legislation which will repeal and replace the applicable Laws 131(I)/2014 and 11(Ι)/2015 regulating AIFs.
The new legislation mainly introduces a new type of AIF, namely the Registered AIF or “RAIF” as a part of the modernization of the existing regulatory framework concerning the investment fund industry in line with the recent EU and international developments and best practices. The key characteristics of the RAIFs will be the following:
- RAIFs will not be subject to authorisation or licensing by CySEC. Instead, the establishment and operation of an RAIF will be subject to notification to CySEC and registration in a special register maintained by CySEC. The aforementioned registration process is simpler and more affordable compared to the authorization procedure.
- RAIFs will need to be externally managed by an Alternative Investment Fund Manager (AIFM) established in Cyprus or within another EU Member State. Therefore, the supervision will be at the level of the AIFM managing the RAIF(s).
- RAIFs structured as limited partnerships may also be externally managed by managers other than AIFMs (i.e. UCITS Management Companies, Investment Firms); in such event, the RAIF must necessarily be closed-ended and invest mainly in illiquid assets.
- RAIFs must appoint a local depositary.
- RAIFs will be addressed exclusively to professional and well-informed investors.
- RAIF may be structured as open or closed-ended and take the legal form of an investment company of variable or fixed capital, a limited partnership or a common fund.
- No minimum capital requirements.
- RAIFs will have the option for an umbrella structure with multiple investment compartments.
The new legislation will come into force upon its publication in the Official Gazette of Cyprus which is expected to take place in the coming weeks.
Consultation Paper CP (2018-02) on the proposed CySEC Directives for the application of the new AIF Law
On 27.06.2018 CySEC has announced the consultation process on the text of directives it proposes to issue under the upcoming new AIF legislation.
Twelve draft directives have been published as follows:
- Directive on the conditions and procedure for the distribution of units of AIFs and AIFs with a limited number of persons in Cyprus, the organization of distribution networks and the obligations of participants in the network and the distribution of units of Cyprus-based AIFs in EU countries or third countries;
- Directive on the conversion of AIFs from a single scheme basis to an umbrella scheme basis and vice versa;
- Directive on the establishment, operation and dissolution of umbrella-type AIFs or (the new type) Registered AIFs or AIFs with a limited number of persons;
- Directive on the dissolution and liquidation of AIFs that operate as mutual funds;
- Directive on marketing announcements by AIFs;
- Directive on procedures for registration in and deletion from the new register of Registered AIFs;
- Directive on the minimum content of AIFs’ six-monthly reports;
- Directive on the terms and conditions of changing the legal form of the AIF;
- Directive on the mergers of Registered AIFs;
- Directive on the mergers of AIFs;
- Directive on reporting of statistical data to CySEC by the external managers of AIFs; and
- Directive on tradable AIFs or Registered AIFs.
For any further information regarding the anticipated developments in the fund industry please contact Xenia Kalogirou at the following email address [email protected] or your usual contact at Stelios Americanos & Co LLC.