Reserved AIFs: a regulatory update

Ministerial Decree No. 19 of 13 January 2022, which introduces certain amendments to Ministerial Decree No. 30 of 5 March 2015 in order to expand the categories of retail investors who may invest in reserved AIFs, was published in Official Gazette No. 62 of 15/03/2022. The amendments will come into force from 30 March 2022.

Prior to such changes,  investment in reserved AIFs was only allowed, in addition to professional investors, to retail investors for an amount not less than Euro 500,000 and to directors and employees of the asset management company managing the reserved AIF.

As a result of the above changes, reserved AIFs may also be subscribed for or purchased by:

1. retail investors, in the context of the provision of investment advisory services, for an amount not less than Euro 100,000 (provided that, as a result of the subscription or purchase, the total amount invested in reserved AIFs does not exceed 10% of their financial portfolio);
2. persons qualified to provide portfolio management services, in the context of the provision of such services, for an amount not less than Euro 100,000, on behalf of retail investors;
3. the “personnel” of asset management companies.

As concerns the categories referred to in A and B, the amendments introduced are clearly aimed at favouring the subscription or purchase of reserved AIFs through “private banking” networks, thus allowing the investment in reserved AIFs to bank customers benefiting from typical private-banking investment consulting  or portfolio management services under favourable conditions compared to other retail investor, by a reduction of the minimum investment threshold.

As concerns the category referred to in C, while in the regulatory regime applicable before the changes the units of reserved AIFs could only be subscribed for by “directors and employees” of the asset management company, the new notion of “personnel” introduced now includes, besides employees, all “those who in any event operate under a relationship involving their inclusion in the company organisation, even in forms other than on an employer-employee basis”.

In nutshell, as a result of the above-mentioned changes:

• the limit of investment in reserved AIFs for retail investors is reduced from EUR 500,000 to EUR 100,000 when the subscription or purchase takes place in connection with recourse to investment consulting services (in such case, subject to the concentration limit mentioned above) or portfolio management services;
• all personnel of the asset management company can subscribe for or purchase units in managed AIFs, even if they are not formally employed by the company.

This article is for information purposes only and is not, and cannot be intended as, a professional opinion on the topics dealt with. For further information please contact Giovanni Giuliani e Jacopo Pisani.