The Cyprus Securities and Exchange Commission (CySEC) released Circular C484 with which it announced that Circular C285 regarding External Managers of Registered Alternative Investment Funds (RAIF) has been repealed and replaced. Therefore, the parties that this change concerns are all entities that can externally manage a RAIF; Alternative Investment Fund Management (AIFM), UCITS Management Companies, managers of Alternative Investment Funds (AIF) authorised to manage AIF below the thresholds provided for under section 4(2) of the Alternative Investment Fund Managers Law, investment firms, small AIFM (sAIFM) of the Republic of Cyprus and small AIFMs (sAIFM) of a Member State.

Our Investment Funds Licensing team has selectively noted the following and we are standing by, ready to provide guidance and clarity as needed in regards to the below, to other contents within Circular C484, and any other CySEC regulation.

CySEC announced that on the 24^th of January 2022, the Directive for the registration and deregistration of RAIF in the RAIF Register (DI124-01), part of the Alternative Investment Funds (AIF) secondary legislation, has been amended. The regulator further highlighted that CySEC shall examine and verify whether the authorisation of the External Manager covers the management of an AIF with the investment policy of the respective RAIF, within one month from the date of submission of the information required by the Alternative Investment Funds Law of 2018 (AIF Law) and when it does, CySEC will register the RAIF within the CySEC RAIF Register and will accordingly inform the External Manager.

For CySEC to examine a RAIF registration application in addition to form 124-00-01, the following information must be included:

• the certificate of incorporation of the RAIF, if applicable, given the legal status of the RAIF,
• the investment strategy, including the type of the underlying AIF, in case of funds, and the policy of the External Manager as to leverage, as to the risk profile, and as to the other characteristics of the respective RAIF that it manages or intends to manage,
• the constitutional documents or the regulation of the RAIF,
• the arrangement relating to the appointment of a depositary,
• the information memorandum of the RAIF,
• the authorization of the External Manager of the RAIF.
• attestations by the external auditors and legal advisors of the External Manager or the RAIF,
• attestation by the promoter of the application.

In the case of a RAIF being established as:

1. an investment company or as a limited partnership; the External Manager shall submit an application to CySEC for their registration within the CySEC RAIF Register, within one month from the incorporation in the register of the Registrar of Companies and Intellectual Properties,
2. mutual funds; the External Manager shall submit an application to CySEC for their registration within the CySEC RAIF Register, within one month from producing their regulation.

In the specific case of an existing company to be converted into a RAIF:

1. the company must comply with section 134 of the AIF Law; and
2. the External Manager shall submit an application to CySEC for the registration with the CySEC RAIF Register within one month from the amendment of the memorandum and of the articles of association of the said company.

A non-exhaustive list of the provisions of the AIF Law that must be taken into consideration when producing the regulation or the constitutional documents are the following:

• the regulation or the constitutional documents of the RAIF must explicitly provide that the RAIF is subject to the provisions of Part VIII of the AIF Law,
• the legal status of the RAIF (common fund, fixed capital investment company, variable capital investment company, limited partnership) must be also mentioned in its name, along with a reference that it is a Registered Alternative Investment Fund or RAIF,
• the provisions concerning umbrella-type RAIF,
• the provisions as to the type of the RAIF,
• depositary related matters,
• subscription and redemption related matters,
• mutual funds related matters,
• investment companies related matters,
• limited partnerships related matters,
• mergers related matters,
• matters related to the units of RAIFs.

Our Investment Funds Licensing team is standing by, ready to provide guidance and clarity as needed in regards to the above, to other contents within Circular C484, and any other CySEC regulation. Contact us at info@salvusfunds.com or +357 7000 7898.

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