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CYGNATOR FUND
CYGNATOR
DIRECTIVE 2011/61/EU
ENACTING TERMS
Paragraphs 01 - 04
Paragraphs 05 - 11
Paragraphs 12 - 19
Paragraphs 20 - 27
Paragraphs 28 - 35
Paragraphs 36 - 45
Paragraphs 46 - 52
Paragraphs 53 - 58
Paragraphs 59 - 64
Paragraphs 65 - 71
Paragraphs 72 - 79
Paragraphs 80 - 84
Paragraphs 85 - 91
Paragraphs 92 - 95
CHAPTER 1 - GENERAL PROVISIONS
Article 1 - Subject matter
Article 2 - Scope
Article 3 - Exceptions
Article 4 - Definitions
Article 5 - Determination of the AIFM
CHAPTER 2 - AUTHORISATION OF AIFMs
Article 6 - Conditions for taking up activities as AIFM
Article 7 - Application for authorisation
Article 8 - Conditions for granting authorisation
Article 9 - Initial capital and own funds
Article 10 - Changes in the scope of the authorisation
Article 11 - Withdrawal of the authorisation
CHAPTER 3 - OPERATING CONDITIONS FOR AIFMs
Section 1- General requirements
Article 12 - General principles
Article 13 - Remuneration
Article 14 - Conflicts of interest
Article 15 - Risk Management
Article 16 - Liquidity management
Article 17 - Investment in securitisation positions
Section 2 - Organisational requirements
Article 18 - General principles
Article 19 - Valuation
Section 3 - Delegation of AIFM functions
Article 20 - Delegation
Section 4 - Depositary
Article 21 - Depositary
CHAPTER 4 - TRANSPARENCY REQUIREMENTS
Article 22 - Annual Report
Article 23 - Disclosure to investors
Article 24 - Reporting obligations to competent authorities
CHAPTER 5 - AIFMs MANAGING SPECIFIC TYPES OF AIF
SECTION 1- AIFMs managing leveraged AIFs
Article 25 - Use of information by competent authorities, supervisory coop.
SECTION 2 - Obligations for AIFMs managing AIFs which acquire control
Article 26 - Scope
Article 27 - Notification of the acquisition of major holdings and control
Article 28 - Disclosure in case of acquisition of control
Article 29 - Specific provisions regarding the annual report of AIFs exerc
Article 30 - Asset stripping
CHAPTER 6 - RIGHTS OF EU AIFMs TO MARKET AND MANAGE EU AIFs IN THE UNION
Article 31 - Marketing of units or shares of EU AIFs in the home Member Sta
Article 32 - Marketing of units or shares of EU AIFs in Member States other
Article 33 - Conditions for managing EU AIFs established in other Member St
CHAPTER 7 - SPECIFIC RULES IN RELATION TO THIRD COUNTRIES
Article 34 - Conditions for EU AIFMs which manage non-EU AIFs which are non
Article 35 - Conditions for the marketing in the Union with a passport of a
Article 36 - Conditions for the marketing in Member States without a passpo
Article 37 - Authorisation of non-EU AIFMs intending to manage EU AIFs and/
Article 38 - Peer review of authorisation and supervision of non-EU AIFMs
Article 39 - Conditions for the marketing in the Union with a passport of E
Article 40 - Conditions for the marketing in the Union with a passport of n
Article 41 - Conditions for managing AIFs established in Member S
Article 42 - Conditions for the marketing in Mmeber States without a passpo
CHAPTER 8 - MARKETING TO RETAIL INVESTORS
Article 43 - Marketing of AIFs by AIFMs to retail investors
CHAPTER 9 - COMPETENT AUTHORITIES
SECTION 1 - Designation, powers and redress procedures
Article 44 - Designation of competent authorities
Article 45 - Responsibility of competent authorities in Member States
Article 46 - Powers of competent authorities
Article 47 - Powers and competences of ESMA
Article 48 - Administrative penalties
Article 49 - Right of appeal
SECTION 2 - Cooperation between different competent authorities
Article 50 - Obligation to cooperate
Article 51 - Transfer and retention of personal data
Article 52 - Disclosure of information to third countries
Article 53 - Exchange of information relating to the potential systemic con
Article 54 - Cooperation in supervisory activities
Article 55 - Dispute settlement
CHAPTER 10 - TRANSITIONAL AND FINAL PROVISIONS
Article 56 - Exercise of the delegation
Article 57 - Revocation of the delegation
Article 58 - Objections to delegated acts
Article 59 - Implementing measures
Article 60 - Disclosure of derogations
Article 61 - Transitional provisions
Article 62 - Amendments to Directive 2003/41/EC
Article 63 - Amendments to Directive 2009/65/EC
Article 64 - Amendment to Regulation (EC) No 1060/2009
Article 65 - Amendment to Regulation (EU) No 1095/2010
Article 66 - Transposition
Article 67 - Delegated act on the application of Article 35 and Articles 37
Article 68 - Delegated act on the termination of the application of Article
Article 69 - Review
Article 70 - Entry into force
Article 71 - Addressees
ANNEX 1
ANNEX 2 - REMUNERATION POLICY
ANNEX 3 - DOCUMENTATION AND INFORMATION TO BE PROVIDED IN CASE OF INTENDED
ANNEX 4 - DOCUMENTATION AND INFORMATION TO BE PROVIDED IN THE CASE OF INTEN
CY AIFM Law of 2013
THE ALTERNATIVE INVESTMENT FUND MANAGERS AND RELATED MATTERS LAW OF 2013
PART Ι – INTRODUCTORY PROVISIONS
Section 1 - Summary title
Section 2 - Interpretation.
Section 3 - General scope of application of this Law.
Section 4 - Specific scope of application of this Law.
Section 5 - Definition of AIFM.
PART ΙΙ – AUTHORISATION OF AIFMs
Section 6 - Conditions for taking up activities as AIFM in the Republic.
Section 7 - Application for authorisation.
Section 8 - Conditions for granting authorisation.
Section 9 - Initial capital and own funds.
Section 10 - Changes in the scope of the authorisation.
Section 11 - Suspension of the authorisation.
Section 12 - Withdrawal of the authorisation.
PART ΙΙΙ – OPERATING CONDITIONS FOR AIFMs
CHAPTER 1 - General Requirements
Section 13 - General Principles.
Section 14 - Remuneration.
Section 15 - Conflicts of interest.
Section 16 - Risk management.
Section 17 - Liquidity management.
CHAPTER 2 - Organisational Requirements
Section 18 - Procedures, arrangements and mechanisms applied by AIFMs.
Section 19 - Valuation.
CHAPTER 3 - Delegation of AIFM functions
Section 20 - Delegation of AIFM functions.
Section 21 - Sub - delegation of AIFM functions.
Section 22 - AIFM’s liability in case of delegation of functions or any fur
CHAPTER 4 - AIF Depositary
Section 23 - Appointment of AIF depositary.
Section 24 - Duties of AIF depositary.
Section 25 - Obligations of the AIFM and the Depositary when performing
Section 26 - Delegation of duties by the AIF Depositary to third party.
Section 27 - Depositary liability.
Section 28 - Information obtained by the Depositary.
PART IV – TRANSPARENCY REQUIREMENTS
Section 29 - Annual Report.
Section 30 - Disclosure to investors.
Section 31 - Reporting obligations to the Commission.
PART V – AIFMs MANAGING SPECIFIC TYPES OF AIF
CHAPTER 1 - AIFMs managing leveraged AIFs
Section 32 - Use of information by the Commission, supervisory cooperation
CHAPTER 2 - Obligations of AIFMs managing AIFs which acquire control of non
Section 33 - Scope of application of this Chapter.
Section 34 - Notification of acquisition of major holdings and control of
Section 35 - Disclosure in case of acquisition of control.
Section 36 - Specific provisions regarding the annual report of AIFs
Section 37 - Asset stripping
PART VI – RIGHTS OF AIFMs TO MANAGE AND MARKET EU AIFs IN THE UNION
Section 38 - Marketing of units of EU AIFs in the Republic by an AIFM of
Section 39 - Marketing of units of EU AIFs in a Member State other than
Section 40 - Marketing of units of EU AIFs in the Republic managed by an
Section 41 - Conditions for managing EU AIFs established in a Member State
Section 42 - Conditions for managing AIFs established in the Republic by an
PART VII – SPECIFIC RULES IN RELATION TO THIRD COUNTRIES
Section 43 - Conditions for AIFMs of the Republic which manage non-EU AIFs,
Section 44 - Conditions for the marketing in the Republic, with a passport,
Section 45 - Conditions for the marketing in the Republic, with a passport,
Section 46 - Complementary provisions to sections 44 and 45.
Section 47 - Conditions for the marketing in the Republic, without a pass
Section 48 - Conditions for the marketing in the Republic, without a pass
Section 49 - Authorisation and specific obligations for non-EU AIFMs intend
Section 50 - Determining the Republic as Member State of reference of a non
Section 51 - Authorisation of a non-EU AIFM from the Commission when the Re
Section 52 - Additional conditions for authorisation of a non-EU AIFM by th
Section 53 - Notification to ESMA for any exemptions granted from complianc
Section 54 - Notification to ESMA for the authorisations granted and for
Section 55 - Change in the business strategy of a non-EU AIFM which affects
Section 56 - Applicable Law in case of disputes arising regarding the appli
Section 57 - Issue of directives.
Section 58 - Rejection of request to exchange of information.
Section 59 - Conditions for the marketing in the Republic, with a passport,
Section 60 - Conditions for the marketing in a Member State other than the
Section 61 - Conditions for the marketing in the Republic, with a passport,
Section 62 - Conditions for the marketing in the Republic or in another Me
Section 63 - Conditions for the marketing in the Republic, with a passport
Section 64 - Conditions for managing AIFs established in a Member State
Section 65 - Conditions for managing AIFs established in the Republic by
Section 66 - Conditions for the marketing in the Republic of AIFs managed
PART VIII - MARKETING OF UNITS OF AIFs TO RETAIL INVESTORS IN THE REPUBLIC
Section 67 - Marketing of units of AIFs by AIFMs to retail investors in the
Section 68 - Disclosures to European Commission and ESMA regarding
PART ΙΧ – SUPERVISION RULES
CHAPTER 1 - Designation, powers and redress procedures
Section 69 - Designation of competent authority.
Section 70 - Responsibilities of the Commission and the competent authoriti
Section 71 - Powers of the Commission.
Section 72 - Obligations of the Commission to ESMA and to other authorities
Section 73 - Fees and annual contributions.
Section 74 - Administrative penalties.
Section 75 - False statements and withholding of information, criminal pena
Section 76 - Justification of the Commission’s decisions.
CHAPTER 2 - Cooperation of the Commission with the competent authorities of
Section 77 - Obligation of the Commission to cooperate with the competent
Section 78 - Transfer and retention of personal data.
Section 79 - Disclosure of information to third countries.
Section 80 - Exchange of information relating to the potential systemic con
Section 81 - Cooperation in supervisory activities.
Section 82 - Dispute settlement.
PART Χ - TRANSFER OF REGISTERED OFFFICE OF AN AIFM FROM AND TO THE REPUBLIC
Section 83 - Transfer of registered office of an AIFM from and to the Repub
PART ΧΙ – PROVISIONS REGARDING TAXES AND CONTRIBUTIONS
Section 84 - Taxes and contributions.
PART ΧΙΙ – FINAL AND TRANSITIONAL PROVISIONS
Section 85 - Disclosure of derogations from the provisions of the Directive
Section 86 - Disclosure of information to ESMA and the European Commission.
Section 87 - Derogations and transitional provisions.
Section 88 - Entry into force.
CY AIF Law of 2018
PART I: INTRODUCTORY PROVISIONS
[01] Short title.
[02] Interpretations.
[03] Scope of application of this Law.
PART ΙΙ: PROVISIONS REGARDING THE ALTERNATIVE INVESTMENT FUNDS
Chapter 1: General characteristics and distinctions of AIFs
[04] AIF legal forms and use of the AIF designation.
[05] Conversion of AIF.
[06] AIF management.
[07] Open-ended or closed-ended AIF.
[08] Listing of AIF units in a secondary market.
[09] Umbrella AIF.
[10] Conversion of AIF to umbrella AIF and vice versa.
[11] Possibility of conversion of an AIF’s legal form.
Chapter 2: Authorisation of an AIF
[12] Submission of application for authorisation of an AIF and amendments
[13] Granting AIF authorisation.
Chapter 3: Common provisions regarding the organisation and operation of
[14] Retention of minimum assets.
[15] Investment policy.
[16] Risk management.
[17] Conflicts of interest.
[18] Liquidity management.
[19] Remuneration policies.
[20] Valuation.
[21] Management and conduct of business.
[22] AIF transactions.
Chapter 4: AIF administration
[23] Delegation of administration function
Chapter 5: AIF external manager
[24] Organisation and operations of the external manager.
[25] Resignation and replacement of the external manager.
Chapter 6: AIF depositary
[26] Appointment of AIF Depositary.
[27] Depositary tasks and obligations.
[28] Delegation of depositary tasks.
[29] Specific tasks of the depositary.
[30] Depositary liability.
[31] Independence between the depositary and the external manager of the AI
[32] Resignation of the depositary.
[33] Replacement of the depositary.
[34] Termination of the appointment of the depositary.
Chapter 7: Subscriptions and redemptions of AIF units
[35] AIF units.
[36] Rules for the marketing of AIF units.
[37] Issue of free-of-charge AIF units.
[38] Disclosure to investors regarding the net asset value and the subscrip
[39] Marketing of AIF units to professional investors in the Republic.
[40] Marketing of AIF units to retail and well informed investors in the Re
[41] Marketing of AIF units to another member state or third country.
[42] Redemption or repurchase of AIF units.
[43] Suspension of the redemption or repurchase of AIF units.
[44] Prohibition of issuance, redemption and repurchase of AIF units.
Chapter 8: Special provisions
Part 1 - Common fund
[45] General provisions regarding a common fund.
[46] Unitholders’ Register of the common fund.
[47] Joint unitholders of the common fund.
[48] Confirmation of participation into a common fund.
[49] Transfer of common fund units.
[50] Pledge of common fund units.
[51] Common fund rules.
[52] Dissolution and liquidation of the common fund.
[53] Withdrawal of common fund authorisation.
Part 2 - Fixed or variable capital investment companies
[54] General provisions regarding an investment company.
[55] Application of the provisions of the Company Law and special Company L
[56] Investment company set up as internally managed AIF.
[57] Operating conditions.
[58] Name, designation, capital and shares.
[59] Content of instruments of incorporation of an investment company.
[60] Amendments to the instruments of incorporation of an investment compan
[61] Changes in the persons who effectively direct the business of an inves
[62] Reduction of assets or initial capital of an investment company.
[63] Dissolution and liquidation of an investment company.
[64] Withdrawal of authorisation of an investment company.
Part 3 - Limited Partnerships
[65] General provisions regarding the limited partnership.
[66] Limited partnership set up as internally managed AIF.
[67] General partner of an AIF.
[68] Limited partners.
[69] Partnership agreement.
[70] Amendment of the partnership agreement.
[71] Unitholders’ register, joint unitholders, and confirmation of particip
[72] Transfer of limited partnership units.
[73] Pledge of limited partnership units.
[74] Dissolution and liquidation of a limited partnership.
[75] Withdrawal of authorisation of a limited partnership.
Chapter 9: Obligations regarding disclosures to investors
[76] Offering document, half-yearly report, annual report, annual financial
[77] Half-yearly report of the AIF.
[78] Annual report of the AIF.
[79] Offering document of the AIF.
[80] Right to receive documents.
[81] Audit of the annual financial statements and of the annual report of t
[82] AIF publication expenses.
[83] AIF marketing communications.
Chapter 10: Mergers
[84] Possibility of mergers between AIFs.
[85] Types of mergers.
[86] Authorisation for the merger.
[87] Decision regarding the merger.
[88] Terms of the merger.
[89] Verification of the merger by the depositary.
[90] Assignment to an independent auditor.
[91] Disclosures to and rights of unitholders.
[92] Right to redeem, repurchase or convert units.
[93] Expenses relating to the merger.
[94] Effective date of the merger.
[95] Effects of the merger.
[96] Tax provisions regarding AIF mergers.
[97] Enabling provisions.
PART IΙΙ: MARKETING OF UNITS OF AIFs FROM ANOTHER MEMBER STATE OR THIRD COU
[98] Marketing of units of AIFs established in another member state or thir
[99] Marketing of units of AIFs established in another member state or thir
[100] Common provisions regarding AIFs of sections 98 and 99.
PART IV: LISTED AIFs
[101] Listing of AIF units in a secondary market, for trading.
[102] Conditions for the listing of AIF units in a secondary market, for tr
[103] Marketing of listed AIF units.
[104] Listing of units of AIFs, which are established in another member sta
[105] Asset value, price of units and relevant matters.
[106] Special rules for AIF units’ pricing.
[107] Comparing performance against the benchmarks index.
[108] Cooperation between the Securities and Exchange Commission and other
[109] Enabling provision.
PART V: SUPERVISION AND PENALTIES
Chapter 1: Supervision of AIFs
[110] Competences of the Securities and Exchange Commission.
[111] Powers of the Securities and Exchange Commission.
[112] Supplementary provisions.
[113] Power to issue directives.
[114] Professional secrecy and cooperation with other countries’ competent
[115] Obligation to submit publications and information regarding the AIF.
[116] Submission of information regarding the AIF.
[117] AIFs’ register.
[118] Fees and annual contributions.
[119] Justification of the decisions.
Chapter 2: Criminal Provisions and Administrative Penalties
[120] Administrative penalties.
[121] Criminal offences.
PART VI: TRANSFER OF AN AIF FROM AND TO THE REPUBLIC
[122] Transfer of an AIF, established under statute, to and from the Republ
[123] Transfer of an AIF, established under the law of contract, to and fro
PART VΙI: ALTERNATIVE INVESTMENT FUNDS WITH LIMITED NUMBER OF PERSONS
[124] AIFLNP legal forms, use of designation and characteristics.
[125] Externally and internally managed AIFLNP.
[126] Marketing of AIFLNP units.
[127] Marketing of AIFLNP units.
[128] Depositary.
[129] Minimum level of assets and initial capital.
[130] Reduction of assets or capital of an investment company.
[131] Management and conduct of business.
[132] Dissolution and liquidation of AIFLNP.
[133] Withdrawal of AIFLNP authorisation
PART VIII: REGISTERED ALTERNATIVE INVESTMENT FUNDS
Chapter 1: Establishment of RAIFs
[134] Operation of RAIFs.
[135] External manager and depositary of a RAIF.
[136] Minimum level of assets of a RAIF.
[137] RAIF units.
[138] Registration in the RAIFs’ register and deletion from it.
Chapter 2: RAIF Operation
[139] Disclosure requirements.
[140] Marketing of RAIF units.
[141] Mergers between RAIFs
[142] Enabling provisions.
PART ΙX: TAX PROVISIONS
[143] Tax provisions.
PART X: FINAL AND TRANSITIONAL PROVISIONS
[144] Transitional provisions.
[145] Continuation of operation of AIFs and AIFLNPs.
[146] Repeal of Laws.
OFFERING MEMORANDUM
[00] DISCLAIMER
DISCLAIMER
THE OFFERING MEMORANDUM
SUPPLEMENTS
RESTRICTIONS ON SOLICITATIONS AND RESALE
INVESTOR RESPONSIBILITY
STOCK EXCHANGE LISTING
RISKS
[01] DEFINITIONS
[01.01] Definitions
[01.02] Law Definitions
[01.03] Law Reference
[01.04] Currency Conversion
[01.05] Construction
[02] DIRECTORY
[03] FUND STRUCTURE
[03.01] Fund Structure
[03.02] Share Capital
[03.03] Management Shares
[03.04] Investor Units
[03.05] Investment Compartments
[03.06] Change of the Organisational Structure
[03.07] Subsidiaries
[03.08] Financial Year
[03.09] Fund's Life
[04] INVESTMENT GUIDELINES
[04.01] Investment Objective
[04.02] Target Market
[04.03] Investment Policy
[04.04] Use of Leverage
[04.05] Investment Process
[04.06] Investment Restrictions
[04.07] Associated Risks
[04.08] Change of the Investment Policy
[05] FEES AND EXPENSES
[05.01] General
[05.02] Set Up Fees
[05.03] Management Fee
[05.04] Performance Fee
[05.05] Depositary Fee
[05.06] Director's Remuneration
[05.07] External Audit Fee
[05.08] Administration Fee
[05.09] Consultancy Fee
[05.10] Facilitation Fee
[05.11] Investment Advisory Fees
[05.12] Regulatory Fees
[05.13] Advertising Costs
[05.14] Service Provider Fees
[05.15] Other Expenses
[06] BOARD OF DIRECTORS
[06.01] General
[06.02] Members of the Board
[06.03] Director's Disclosure
[06.04] Changes in the Board
[07] MANAGER
[07.01] Appointment of Manager
[07.02] Identity of the Manager
[07.03] Responsibilities of the Manager
[07.04] Portfolio Management
[07.05] Collective Management of Assets
[07.06] Investment Committee and Advisors
[07.07] Risk Management
[07.08] Liquidity Risk Management
[07.09] Operations Management
[07.10] Structure Determination
[07.11] Delegation of Management Functions
[07.12] Professional Liability
[08] DEPOSITARY
[08.01] Depositary General
[08.02] Identity of the Depositary
[08.03] Responsibilities of the Depositary
[08.04] Cash Flow Monitoring
[08.05] Safekeeping of Assets
[08.06] Oversight
[08.07] Depositary Indemnity
[08.08] Paying Agent
[08.09] Prime Broker
[09] EXTERNAL AUDITOR
[09.01] General
[09.02] Reporting Obligations
[09.03] Responsibilities
[10] ADMINISTRATOR
[10.01] Delegation to Administrator
[10.02] Identity of the Administrator
[10.03] Responsibilities of the Administration
[10.04] Limitation of Liability
[11] THE ISSUE
[11.01] Issue
[11.02] The Subscription
[11.03] Eligible Investors
[12] SUBSCRIPTION PROCEDURE
[12.01] Initial Offering of Investor Units
[12.02] Further Subscriptions of Investor Units
[12.03] Minimum Subscription Amount and Additional
[12.04] Subscription Fee
[12.05] Subscription Application
[12.06] Contribution-in-kind
[12.07] Application Procedure
[12.08] Payment Procedure
[12.09] Notification of Transaction
[12.10] Rejection of Subscriptions
[12.11] Subscription Through Nominees
[12.12] Allocation
[12.13] Money Laundering Prevention
[13] NET ASSET VALUE
[13.01] General Principles
[13.02] Valuation Specifics
[13.03] Adjustment Of The Net Asset Value (Single Swing Pricing)
[13.04] Valuation Dates
[13.05] Valuation Procedures
[13.06] Temporary suspension Of NAV calculation
[14] DISTRIBUTION POLICY
[14.01] Policy and Procedure
[14.02] Currency Exchange Distribution
[15] CONVERSION OF UNITS
[15.01] Conversion Procedure
[15.02] Application Procedure
[15.03] Limitation on Conversions
[15.04] Notification Of Transaction
[16] REDEMPTIONS
[16.01] General
[16.02] Redemption Request
[16.03] Irrevocability of Redemption
[16.04] Redemption Dates
[16.05] Redemption Price and proceeds
[16.06] Notification of Transaction
[16.07] Redemption Fee
[16.08] Settlement
[16.09] Limitation on Redemption
[16.10] Market Timing
[16.11] Compulsory Redemptions
[16.12] Money Laundering
[17] MARKETING AND ADVERTISING
[17.01] Introduction
[17.02] Marketing material and advertisements
[17.03] Information to Potential Investors
[17.04] Provision of KIID
[17.05] Assessment of suitability
[18] RISK FACTORS AND INVESTMENT CONSIDERATIONS
[18.01] General
[18.02] Risk Factors Consideration
[18.03] Business Risk
[18.04] Historical Performance
[18.05] Concentration of Investments Risk
[18.06] Declining Performance and Growing Size Risk
[18.07] Effect of Substantial Redemptions and Reduced Size Risk
[18.08] Reliance on the Manager and Dependence on Key Personnel
[18.09] Fee Incentive Risk
[18.10] Accounting Treatment Risk
[18.11] Model Risk
[18.12] No Operating History
[18.13] Non-Diversified Status
[18.14] Trading Execution Risk
[18.15] Factors impacting the value of the Investment Compartments' Assets
[18.16] Equity Securities Risk
[18.17] Smaller Capitalization Risk
[18.18] Securities of Smaller and Emerging Growth Companies
[18.19] Co-Investment Risk
[18.20] Private Company Competition Risk
[18.21] New Issued Risk
[18.22] Growth Stock Risk
[18.23] Value Stock Risk
[18.24] Risks Associated with Options on Securities Generally
[18.25] Risks of Writing Options
[18.26] Exchange-Listed Options Risks
[18.27] Over-the-Counter Option Risk
[18.28] Index Option Risk
[18.29] Limitation on Option Writing Risk
[18.30] Tax Risk
[18.31] Preferred Securities Risk
[18.32] Convertible Securities Risk
[18.33] Synthetic Convertible Securities Risk
[18.34] Warrants Risk
[18.35] REITs Risk
[18.36] Master Limited Partnerships Risk
[18.37] Restricted and Illiquid Securities Risk
[18.38] Investment Companies Risk
[18.39] Fixed Income Securities Risks
[18.40] Market Volatility
[18.41] Liquidity and Market Characteristics
[18.42] Underlying Funds
[18.43] Volatility Trading and Stagnant Markets
[18.44] Relative Value Strategies
[18.45] Event Driven Strategy
[18.46] Commodity and Energy Trading
[18.47] Distressed Strategies
[18.48] Below Investment Grade Debt Securities
[18.49] Conflicts Relating to Equity and Debt Ownership by the Investment C
[18.50] Trading in Securities of Emerging Market Issuers
[18.51] Regulated Markets in Emerging Market Countries
[18.52] Access to Non-Public Information
[18.53] Hedging
[18.54] Forward Foreign Exchange Contracts
[18.55] Risks of Stock Index Options
[18.56] Equity Funds Risk
[18.57] Directional Trading
[18.58] Prepayment Risk
[18.59] Reinvestment Risk
[18.60] Duration and Maturity Risk
[18.61] Corporate Bonds Risk
[18.62] Below Investment Grade Securities Risk
[18.63] Distressed and Defaulted Securities Risk
[18.64] Yield and Ratings Risk
[18.65] Unrated Securities Risk
[18.66] Emerging Markets Risk
[18.67] Foreign Currency Risk
[18.68] LIBOR Risk
[18.69] Leverage Risk
[18.70] Risk of Use of Leverage
[18.71] Risks Associated with the Use of or Trading in Derivatives
[18.72] Control and Monitoring of the Use of Derivative Products
[18.73] Debt Securities
[18.74] Market Liquidity and Leverage
[18.75] Credit Default Swaps
[18.76] Liquidity Risk
[18.77] Counterparty Risk
[18.78] Absence of Regulation in OTC Transactions
[18.79] Additional Risks Associated with an Underlying of OTC Derivatives L
[18.80] Futures and Options
[18.81] Securities of Companies principally engaged in the Real Estate Indu
[18.82] Commodities and Energies
[18.83] Indexes
[18.84] Derivatives
[18.85] Repurchase Agreements Risk
[18.86] Reverse Repurchase Agreements Risk
[18.87] Dollar Roll Transactions Risk
[18.88] When-Issued, Forward Commitment and Delayed Delivery Transactions
[18.89] Event Risk
[18.90] Defensive Investing Risk
[18.91] Structured Investments Risks
[18.92] Structured Notes Risk
[18.93] Equity-Linked Notes Risk
[18.94] Credit-Linked Notes Risk
[18.95] Event-Linked Securities Risk
[18.96] Strategic Transactions and Derivatives Risk
[18.97] Counterparty Risk
[18.98] Swaps Risk
[18.99] Securities Lending Risk
[18.100] Short Sales Risk
[18.101] Inflation Risk
[18.102] Deflation Risk
[18.103] EMU and Redenomination Risk
[18.104] Market Disruption and Geopolitical Risk
[18.105] Regulation and Government Intervention Risk
[18.106] Legal, Tax and Regulatory Risks
[18.107] Legislation Risk
[18.108] Decision-Making Authority Risk
[18.109] Management Risk
[18.110] Market and Selection Risk
[18.111] Reliance on the Manager
[18.112] Reliance on Service Providers
[18.113] Information Technology Systems
[18.114] Misconduct of Employees and of Service Providers
[18.115] Portfolio Turnover Risk
[18.116] Property valuation is inherently subjective and uncertain
[18.117] Real estate investments are relatively illiquid
[18.118] The value of any property portfolio may fluctuate as a result of
[18.119] Construction risk
[18.120] Natural Disasters and Accidents
[18.121] Decline in land prices
[18.122] Social environment risk
[18.123] Political environment risk
[18.124] Land Policy risk
[18.125] Urban Planning Risk
[18.126] Investment Through Nominees
[18.127] Maximum Redemption Amount
[19] CONFLICTS OF INTEREST
[19.01] General
[19.02] Disclosure of Conflicts
[19.03] Acknowledgment of Potential Conflicts
[20] TREATMENT OF INVESTORS
[20.01] Fair Treatment of Investors
[20.02] Dealings of Related Parties
[20.03] Preferential Treatment
[20.04] Information to Investors
[21] TAX CONSIDERATIONS
[21.01] General
[21.02] Tax Efficient Structuring
[21.03] Corporate Tax
[21.04] Definition of ''securities''
[21.05] Profit from the disposal of securities
[21.06] Dividend Income
[21.07] Interest income
[21.08] Stamp Duty
[21.09] Losses
[21.10] Deemed dividend distribution rules
[21.11] Withholding Taxes for payments abroad
[21.12] Liquidation
[21.13] Exit through liquidation
[21.14] Taxation of Investors
[21.15] Sale or redemption of Investor Units
[22] LAW AND JURISDICTION
[22.01] Governing Law and Jurisdiction
[22.02] Recognition of Judgements
[22.03] Contractual Relation
[22.04] Dispute Resolution
SUPPLEMENTS
[01] SUPPLEMENT
[02] SUPPLEMENT
[03] SUPPLEMENT
[04] SUPPLEMENT
[05] SUPPLEMENT
INVESTMENT COMMITTEE MEMBERS
Theano Kalavana
Michael Sarris
Petros Zographos
Chryssis Petousis
Marios Maratheftis
Stephane Fissentzides
Panos Marcoullis
INVESTMENT PROCESS
PRESENTATION
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CYGNATOR FUND
CYGNATOR
DIRECTIVE 2011/61/EU
ENACTING TERMS
Paragraphs 01 - 04
Paragraphs 05 - 11
Paragraphs 12 - 19
Paragraphs 20 - 27
Paragraphs 28 - 35
Paragraphs 36 - 45
Paragraphs 46 - 52
Paragraphs 53 - 58
Paragraphs 59 - 64
Paragraphs 65 - 71
Paragraphs 72 - 79
Paragraphs 80 - 84
Paragraphs 85 - 91
Paragraphs 92 - 95
CHAPTER 1 - GENERAL PROVISIONS
Article 1 - Subject matter
Article 2 - Scope
Article 3 - Exceptions
Article 4 - Definitions
Article 5 - Determination of the AIFM
CHAPTER 2 - AUTHORISATION OF AIFMs
Article 6 - Conditions for taking up activities as AIFM
Article 7 - Application for authorisation
Article 8 - Conditions for granting authorisation
Article 9 - Initial capital and own funds
Article 10 - Changes in the scope of the authorisation
Article 11 - Withdrawal of the authorisation
CHAPTER 3 - OPERATING CONDITIONS FOR AIFMs
Section 1- General requirements
Article 12 - General principles
Article 13 - Remuneration
Article 14 - Conflicts of interest
Article 15 - Risk Management
Article 16 - Liquidity management
Article 17 - Investment in securitisation positions
Section 2 - Organisational requirements
Article 18 - General principles
Article 19 - Valuation
Section 3 - Delegation of AIFM functions
Article 20 - Delegation
Section 4 - Depositary
Article 21 - Depositary
CHAPTER 4 - TRANSPARENCY REQUIREMENTS
Article 22 - Annual Report
Article 23 - Disclosure to investors
Article 24 - Reporting obligations to competent authorities
CHAPTER 5 - AIFMs MANAGING SPECIFIC TYPES OF AIF
SECTION 1- AIFMs managing leveraged AIFs
Article 25 - Use of information by competent authorities, supervisory coop.
SECTION 2 - Obligations for AIFMs managing AIFs which acquire control
Article 26 - Scope
Article 27 - Notification of the acquisition of major holdings and control
Article 28 - Disclosure in case of acquisition of control
Article 29 - Specific provisions regarding the annual report of AIFs exerc
Article 30 - Asset stripping
CHAPTER 6 - RIGHTS OF EU AIFMs TO MARKET AND MANAGE EU AIFs IN THE UNION
Article 31 - Marketing of units or shares of EU AIFs in the home Member Sta
Article 32 - Marketing of units or shares of EU AIFs in Member States other
Article 33 - Conditions for managing EU AIFs established in other Member St
CHAPTER 7 - SPECIFIC RULES IN RELATION TO THIRD COUNTRIES
Article 34 - Conditions for EU AIFMs which manage non-EU AIFs which are non
Article 35 - Conditions for the marketing in the Union with a passport of a
Article 36 - Conditions for the marketing in Member States without a passpo
Article 37 - Authorisation of non-EU AIFMs intending to manage EU AIFs and/
Article 38 - Peer review of authorisation and supervision of non-EU AIFMs
Article 39 - Conditions for the marketing in the Union with a passport of E
Article 40 - Conditions for the marketing in the Union with a passport of n
Article 41 - Conditions for managing AIFs established in Member S
Article 42 - Conditions for the marketing in Mmeber States without a passpo
CHAPTER 8 - MARKETING TO RETAIL INVESTORS
Article 43 - Marketing of AIFs by AIFMs to retail investors
CHAPTER 9 - COMPETENT AUTHORITIES
SECTION 1 - Designation, powers and redress procedures
Article 44 - Designation of competent authorities
Article 45 - Responsibility of competent authorities in Member States
Article 46 - Powers of competent authorities
Article 47 - Powers and competences of ESMA
Article 48 - Administrative penalties
Article 49 - Right of appeal
SECTION 2 - Cooperation between different competent authorities
Article 50 - Obligation to cooperate
Article 51 - Transfer and retention of personal data
Article 52 - Disclosure of information to third countries
Article 53 - Exchange of information relating to the potential systemic con
Article 54 - Cooperation in supervisory activities
Article 55 - Dispute settlement
CHAPTER 10 - TRANSITIONAL AND FINAL PROVISIONS
Article 56 - Exercise of the delegation
Article 57 - Revocation of the delegation
Article 58 - Objections to delegated acts
Article 59 - Implementing measures
Article 60 - Disclosure of derogations
Article 61 - Transitional provisions
Article 62 - Amendments to Directive 2003/41/EC
Article 63 - Amendments to Directive 2009/65/EC
Article 64 - Amendment to Regulation (EC) No 1060/2009
Article 65 - Amendment to Regulation (EU) No 1095/2010
Article 66 - Transposition
Article 67 - Delegated act on the application of Article 35 and Articles 37
Article 68 - Delegated act on the termination of the application of Article
Article 69 - Review
Article 70 - Entry into force
Article 71 - Addressees
ANNEX 1
ANNEX 2 - REMUNERATION POLICY
ANNEX 3 - DOCUMENTATION AND INFORMATION TO BE PROVIDED IN CASE OF INTENDED
ANNEX 4 - DOCUMENTATION AND INFORMATION TO BE PROVIDED IN THE CASE OF INTEN
CY AIFM Law of 2013
THE ALTERNATIVE INVESTMENT FUND MANAGERS AND RELATED MATTERS LAW OF 2013
PART Ι – INTRODUCTORY PROVISIONS
Section 1 - Summary title
Section 2 - Interpretation.
Section 3 - General scope of application of this Law.
Section 4 - Specific scope of application of this Law.
Section 5 - Definition of AIFM.
PART ΙΙ – AUTHORISATION OF AIFMs
Section 6 - Conditions for taking up activities as AIFM in the Republic.
Section 7 - Application for authorisation.
Section 8 - Conditions for granting authorisation.
Section 9 - Initial capital and own funds.
Section 10 - Changes in the scope of the authorisation.
Section 11 - Suspension of the authorisation.
Section 12 - Withdrawal of the authorisation.
PART ΙΙΙ – OPERATING CONDITIONS FOR AIFMs
CHAPTER 1 - General Requirements
Section 13 - General Principles.
Section 14 - Remuneration.
Section 15 - Conflicts of interest.
Section 16 - Risk management.
Section 17 - Liquidity management.
CHAPTER 2 - Organisational Requirements
Section 18 - Procedures, arrangements and mechanisms applied by AIFMs.
Section 19 - Valuation.
CHAPTER 3 - Delegation of AIFM functions
Section 20 - Delegation of AIFM functions.
Section 21 - Sub - delegation of AIFM functions.
Section 22 - AIFM’s liability in case of delegation of functions or any fur
CHAPTER 4 - AIF Depositary
Section 23 - Appointment of AIF depositary.
Section 24 - Duties of AIF depositary.
Section 25 - Obligations of the AIFM and the Depositary when performing
Section 26 - Delegation of duties by the AIF Depositary to third party.
Section 27 - Depositary liability.
Section 28 - Information obtained by the Depositary.
PART IV – TRANSPARENCY REQUIREMENTS
Section 29 - Annual Report.
Section 30 - Disclosure to investors.
Section 31 - Reporting obligations to the Commission.
PART V – AIFMs MANAGING SPECIFIC TYPES OF AIF
CHAPTER 1 - AIFMs managing leveraged AIFs
Section 32 - Use of information by the Commission, supervisory cooperation
CHAPTER 2 - Obligations of AIFMs managing AIFs which acquire control of non
Section 33 - Scope of application of this Chapter.
Section 34 - Notification of acquisition of major holdings and control of
Section 35 - Disclosure in case of acquisition of control.
Section 36 - Specific provisions regarding the annual report of AIFs
Section 37 - Asset stripping
PART VI – RIGHTS OF AIFMs TO MANAGE AND MARKET EU AIFs IN THE UNION
Section 38 - Marketing of units of EU AIFs in the Republic by an AIFM of
Section 39 - Marketing of units of EU AIFs in a Member State other than
Section 40 - Marketing of units of EU AIFs in the Republic managed by an
Section 41 - Conditions for managing EU AIFs established in a Member State
Section 42 - Conditions for managing AIFs established in the Republic by an
PART VII – SPECIFIC RULES IN RELATION TO THIRD COUNTRIES
Section 43 - Conditions for AIFMs of the Republic which manage non-EU AIFs,
Section 44 - Conditions for the marketing in the Republic, with a passport,
Section 45 - Conditions for the marketing in the Republic, with a passport,
Section 46 - Complementary provisions to sections 44 and 45.
Section 47 - Conditions for the marketing in the Republic, without a pass
Section 48 - Conditions for the marketing in the Republic, without a pass
Section 49 - Authorisation and specific obligations for non-EU AIFMs intend
Section 50 - Determining the Republic as Member State of reference of a non
Section 51 - Authorisation of a non-EU AIFM from the Commission when the Re
Section 52 - Additional conditions for authorisation of a non-EU AIFM by th
Section 53 - Notification to ESMA for any exemptions granted from complianc
Section 54 - Notification to ESMA for the authorisations granted and for
Section 55 - Change in the business strategy of a non-EU AIFM which affects
Section 56 - Applicable Law in case of disputes arising regarding the appli
Section 57 - Issue of directives.
Section 58 - Rejection of request to exchange of information.
Section 59 - Conditions for the marketing in the Republic, with a passport,
Section 60 - Conditions for the marketing in a Member State other than the
Section 61 - Conditions for the marketing in the Republic, with a passport,
Section 62 - Conditions for the marketing in the Republic or in another Me
Section 63 - Conditions for the marketing in the Republic, with a passport
Section 64 - Conditions for managing AIFs established in a Member State
Section 65 - Conditions for managing AIFs established in the Republic by
Section 66 - Conditions for the marketing in the Republic of AIFs managed
PART VIII - MARKETING OF UNITS OF AIFs TO RETAIL INVESTORS IN THE REPUBLIC
Section 67 - Marketing of units of AIFs by AIFMs to retail investors in the
Section 68 - Disclosures to European Commission and ESMA regarding
PART ΙΧ – SUPERVISION RULES
CHAPTER 1 - Designation, powers and redress procedures
Section 69 - Designation of competent authority.
Section 70 - Responsibilities of the Commission and the competent authoriti
Section 71 - Powers of the Commission.
Section 72 - Obligations of the Commission to ESMA and to other authorities
Section 73 - Fees and annual contributions.
Section 74 - Administrative penalties.
Section 75 - False statements and withholding of information, criminal pena
Section 76 - Justification of the Commission’s decisions.
CHAPTER 2 - Cooperation of the Commission with the competent authorities of
Section 77 - Obligation of the Commission to cooperate with the competent
Section 78 - Transfer and retention of personal data.
Section 79 - Disclosure of information to third countries.
Section 80 - Exchange of information relating to the potential systemic con
Section 81 - Cooperation in supervisory activities.
Section 82 - Dispute settlement.
PART Χ - TRANSFER OF REGISTERED OFFFICE OF AN AIFM FROM AND TO THE REPUBLIC
Section 83 - Transfer of registered office of an AIFM from and to the Repub
PART ΧΙ – PROVISIONS REGARDING TAXES AND CONTRIBUTIONS
Section 84 - Taxes and contributions.
PART ΧΙΙ – FINAL AND TRANSITIONAL PROVISIONS
Section 85 - Disclosure of derogations from the provisions of the Directive
Section 86 - Disclosure of information to ESMA and the European Commission.
Section 87 - Derogations and transitional provisions.
Section 88 - Entry into force.
CY AIF Law of 2018
PART I: INTRODUCTORY PROVISIONS
[01] Short title.
[02] Interpretations.
[03] Scope of application of this Law.
PART ΙΙ: PROVISIONS REGARDING THE ALTERNATIVE INVESTMENT FUNDS
Chapter 1: General characteristics and distinctions of AIFs
[04] AIF legal forms and use of the AIF designation.
[05] Conversion of AIF.
[06] AIF management.
[07] Open-ended or closed-ended AIF.
[08] Listing of AIF units in a secondary market.
[09] Umbrella AIF.
[10] Conversion of AIF to umbrella AIF and vice versa.
[11] Possibility of conversion of an AIF’s legal form.
Chapter 2: Authorisation of an AIF
[12] Submission of application for authorisation of an AIF and amendments
[13] Granting AIF authorisation.
Chapter 3: Common provisions regarding the organisation and operation of
[14] Retention of minimum assets.
[15] Investment policy.
[16] Risk management.
[17] Conflicts of interest.
[18] Liquidity management.
[19] Remuneration policies.
[20] Valuation.
[21] Management and conduct of business.
[22] AIF transactions.
Chapter 4: AIF administration
[23] Delegation of administration function
Chapter 5: AIF external manager
[24] Organisation and operations of the external manager.
[25] Resignation and replacement of the external manager.
Chapter 6: AIF depositary
[26] Appointment of AIF Depositary.
[27] Depositary tasks and obligations.
[28] Delegation of depositary tasks.
[29] Specific tasks of the depositary.
[30] Depositary liability.
[31] Independence between the depositary and the external manager of the AI
[32] Resignation of the depositary.
[33] Replacement of the depositary.
[34] Termination of the appointment of the depositary.
Chapter 7: Subscriptions and redemptions of AIF units
[35] AIF units.
[36] Rules for the marketing of AIF units.
[37] Issue of free-of-charge AIF units.
[38] Disclosure to investors regarding the net asset value and the subscrip
[39] Marketing of AIF units to professional investors in the Republic.
[40] Marketing of AIF units to retail and well informed investors in the Re
[41] Marketing of AIF units to another member state or third country.
[42] Redemption or repurchase of AIF units.
[43] Suspension of the redemption or repurchase of AIF units.
[44] Prohibition of issuance, redemption and repurchase of AIF units.
Chapter 8: Special provisions
Part 1 - Common fund
[45] General provisions regarding a common fund.
[46] Unitholders’ Register of the common fund.
[47] Joint unitholders of the common fund.
[48] Confirmation of participation into a common fund.
[49] Transfer of common fund units.
[50] Pledge of common fund units.
[51] Common fund rules.
[52] Dissolution and liquidation of the common fund.
[53] Withdrawal of common fund authorisation.
Part 2 - Fixed or variable capital investment companies
[54] General provisions regarding an investment company.
[55] Application of the provisions of the Company Law and special Company L
[56] Investment company set up as internally managed AIF.
[57] Operating conditions.
[58] Name, designation, capital and shares.
[59] Content of instruments of incorporation of an investment company.
[60] Amendments to the instruments of incorporation of an investment compan
[61] Changes in the persons who effectively direct the business of an inves
[62] Reduction of assets or initial capital of an investment company.
[63] Dissolution and liquidation of an investment company.
[64] Withdrawal of authorisation of an investment company.
Part 3 - Limited Partnerships
[65] General provisions regarding the limited partnership.
[66] Limited partnership set up as internally managed AIF.
[67] General partner of an AIF.
[68] Limited partners.
[69] Partnership agreement.
[70] Amendment of the partnership agreement.
[71] Unitholders’ register, joint unitholders, and confirmation of particip
[72] Transfer of limited partnership units.
[73] Pledge of limited partnership units.
[74] Dissolution and liquidation of a limited partnership.
[75] Withdrawal of authorisation of a limited partnership.
Chapter 9: Obligations regarding disclosures to investors
[76] Offering document, half-yearly report, annual report, annual financial
[77] Half-yearly report of the AIF.
[78] Annual report of the AIF.
[79] Offering document of the AIF.
[80] Right to receive documents.
[81] Audit of the annual financial statements and of the annual report of t
[82] AIF publication expenses.
[83] AIF marketing communications.
Chapter 10: Mergers
[84] Possibility of mergers between AIFs.
[85] Types of mergers.
[86] Authorisation for the merger.
[87] Decision regarding the merger.
[88] Terms of the merger.
[89] Verification of the merger by the depositary.
[90] Assignment to an independent auditor.
[91] Disclosures to and rights of unitholders.
[92] Right to redeem, repurchase or convert units.
[93] Expenses relating to the merger.
[94] Effective date of the merger.
[95] Effects of the merger.
[96] Tax provisions regarding AIF mergers.
[97] Enabling provisions.
PART IΙΙ: MARKETING OF UNITS OF AIFs FROM ANOTHER MEMBER STATE OR THIRD COU
[98] Marketing of units of AIFs established in another member state or thir
[99] Marketing of units of AIFs established in another member state or thir
[100] Common provisions regarding AIFs of sections 98 and 99.
PART IV: LISTED AIFs
[101] Listing of AIF units in a secondary market, for trading.
[102] Conditions for the listing of AIF units in a secondary market, for tr
[103] Marketing of listed AIF units.
[104] Listing of units of AIFs, which are established in another member sta
[105] Asset value, price of units and relevant matters.
[106] Special rules for AIF units’ pricing.
[107] Comparing performance against the benchmarks index.
[108] Cooperation between the Securities and Exchange Commission and other
[109] Enabling provision.
PART V: SUPERVISION AND PENALTIES
Chapter 1: Supervision of AIFs
[110] Competences of the Securities and Exchange Commission.
[111] Powers of the Securities and Exchange Commission.
[112] Supplementary provisions.
[113] Power to issue directives.
[114] Professional secrecy and cooperation with other countries’ competent
[115] Obligation to submit publications and information regarding the AIF.
[116] Submission of information regarding the AIF.
[117] AIFs’ register.
[118] Fees and annual contributions.
[119] Justification of the decisions.
Chapter 2: Criminal Provisions and Administrative Penalties
[120] Administrative penalties.
[121] Criminal offences.
PART VI: TRANSFER OF AN AIF FROM AND TO THE REPUBLIC
[122] Transfer of an AIF, established under statute, to and from the Republ
[123] Transfer of an AIF, established under the law of contract, to and fro
PART VΙI: ALTERNATIVE INVESTMENT FUNDS WITH LIMITED NUMBER OF PERSONS
[124] AIFLNP legal forms, use of designation and characteristics.
[125] Externally and internally managed AIFLNP.
[126] Marketing of AIFLNP units.
[127] Marketing of AIFLNP units.
[128] Depositary.
[129] Minimum level of assets and initial capital.
[130] Reduction of assets or capital of an investment company.
[131] Management and conduct of business.
[132] Dissolution and liquidation of AIFLNP.
[133] Withdrawal of AIFLNP authorisation
PART VIII: REGISTERED ALTERNATIVE INVESTMENT FUNDS
Chapter 1: Establishment of RAIFs
[134] Operation of RAIFs.
[135] External manager and depositary of a RAIF.
[136] Minimum level of assets of a RAIF.
[137] RAIF units.
[138] Registration in the RAIFs’ register and deletion from it.
Chapter 2: RAIF Operation
[139] Disclosure requirements.
[140] Marketing of RAIF units.
[141] Mergers between RAIFs
[142] Enabling provisions.
PART ΙX: TAX PROVISIONS
[143] Tax provisions.
PART X: FINAL AND TRANSITIONAL PROVISIONS
[144] Transitional provisions.
[145] Continuation of operation of AIFs and AIFLNPs.
[146] Repeal of Laws.
OFFERING MEMORANDUM
[00] DISCLAIMER
DISCLAIMER
THE OFFERING MEMORANDUM
SUPPLEMENTS
RESTRICTIONS ON SOLICITATIONS AND RESALE
INVESTOR RESPONSIBILITY
STOCK EXCHANGE LISTING
RISKS
[01] DEFINITIONS
[01.01] Definitions
[01.02] Law Definitions
[01.03] Law Reference
[01.04] Currency Conversion
[01.05] Construction
[02] DIRECTORY
[03] FUND STRUCTURE
[03.01] Fund Structure
[03.02] Share Capital
[03.03] Management Shares
[03.04] Investor Units
[03.05] Investment Compartments
[03.06] Change of the Organisational Structure
[03.07] Subsidiaries
[03.08] Financial Year
[03.09] Fund's Life
[04] INVESTMENT GUIDELINES
[04.01] Investment Objective
[04.02] Target Market
[04.03] Investment Policy
[04.04] Use of Leverage
[04.05] Investment Process
[04.06] Investment Restrictions
[04.07] Associated Risks
[04.08] Change of the Investment Policy
[05] FEES AND EXPENSES
[05.01] General
[05.02] Set Up Fees
[05.03] Management Fee
[05.04] Performance Fee
[05.05] Depositary Fee
[05.06] Director's Remuneration
[05.07] External Audit Fee
[05.08] Administration Fee
[05.09] Consultancy Fee
[05.10] Facilitation Fee
[05.11] Investment Advisory Fees
[05.12] Regulatory Fees
[05.13] Advertising Costs
[05.14] Service Provider Fees
[05.15] Other Expenses
[06] BOARD OF DIRECTORS
[06.01] General
[06.02] Members of the Board
[06.03] Director's Disclosure
[06.04] Changes in the Board
[07] MANAGER
[07.01] Appointment of Manager
[07.02] Identity of the Manager
[07.03] Responsibilities of the Manager
[07.04] Portfolio Management
[07.05] Collective Management of Assets
[07.06] Investment Committee and Advisors
[07.07] Risk Management
[07.08] Liquidity Risk Management
[07.09] Operations Management
[07.10] Structure Determination
[07.11] Delegation of Management Functions
[07.12] Professional Liability
[08] DEPOSITARY
[08.01] Depositary General
[08.02] Identity of the Depositary
[08.03] Responsibilities of the Depositary
[08.04] Cash Flow Monitoring
[08.05] Safekeeping of Assets
[08.06] Oversight
[08.07] Depositary Indemnity
[08.08] Paying Agent
[08.09] Prime Broker
[09] EXTERNAL AUDITOR
[09.01] General
[09.02] Reporting Obligations
[09.03] Responsibilities
[10] ADMINISTRATOR
[10.01] Delegation to Administrator
[10.02] Identity of the Administrator
[10.03] Responsibilities of the Administration
[10.04] Limitation of Liability
[11] THE ISSUE
[11.01] Issue
[11.02] The Subscription
[11.03] Eligible Investors
[12] SUBSCRIPTION PROCEDURE
[12.01] Initial Offering of Investor Units
[12.02] Further Subscriptions of Investor Units
[12.03] Minimum Subscription Amount and Additional
[12.04] Subscription Fee
[12.05] Subscription Application
[12.06] Contribution-in-kind
[12.07] Application Procedure
[12.08] Payment Procedure
[12.09] Notification of Transaction
[12.10] Rejection of Subscriptions
[12.11] Subscription Through Nominees
[12.12] Allocation
[12.13] Money Laundering Prevention
[13] NET ASSET VALUE
[13.01] General Principles
[13.02] Valuation Specifics
[13.03] Adjustment Of The Net Asset Value (Single Swing Pricing)
[13.04] Valuation Dates
[13.05] Valuation Procedures
[13.06] Temporary suspension Of NAV calculation
[14] DISTRIBUTION POLICY
[14.01] Policy and Procedure
[14.02] Currency Exchange Distribution
[15] CONVERSION OF UNITS
[15.01] Conversion Procedure
[15.02] Application Procedure
[15.03] Limitation on Conversions
[15.04] Notification Of Transaction
[16] REDEMPTIONS
[16.01] General
[16.02] Redemption Request
[16.03] Irrevocability of Redemption
[16.04] Redemption Dates
[16.05] Redemption Price and proceeds
[16.06] Notification of Transaction
[16.07] Redemption Fee
[16.08] Settlement
[16.09] Limitation on Redemption
[16.10] Market Timing
[16.11] Compulsory Redemptions
[16.12] Money Laundering
[17] MARKETING AND ADVERTISING
[17.01] Introduction
[17.02] Marketing material and advertisements
[17.03] Information to Potential Investors
[17.04] Provision of KIID
[17.05] Assessment of suitability
[18] RISK FACTORS AND INVESTMENT CONSIDERATIONS
[18.01] General
[18.02] Risk Factors Consideration
[18.03] Business Risk
[18.04] Historical Performance
[18.05] Concentration of Investments Risk
[18.06] Declining Performance and Growing Size Risk
[18.07] Effect of Substantial Redemptions and Reduced Size Risk
[18.08] Reliance on the Manager and Dependence on Key Personnel
[18.09] Fee Incentive Risk
[18.10] Accounting Treatment Risk
[18.11] Model Risk
[18.12] No Operating History
[18.13] Non-Diversified Status
[18.14] Trading Execution Risk
[18.15] Factors impacting the value of the Investment Compartments' Assets
[18.16] Equity Securities Risk
[18.17] Smaller Capitalization Risk
[18.18] Securities of Smaller and Emerging Growth Companies
[18.19] Co-Investment Risk
[18.20] Private Company Competition Risk
[18.21] New Issued Risk
[18.22] Growth Stock Risk
[18.23] Value Stock Risk
[18.24] Risks Associated with Options on Securities Generally
[18.25] Risks of Writing Options
[18.26] Exchange-Listed Options Risks
[18.27] Over-the-Counter Option Risk
[18.28] Index Option Risk
[18.29] Limitation on Option Writing Risk
[18.30] Tax Risk
[18.31] Preferred Securities Risk
[18.32] Convertible Securities Risk
[18.33] Synthetic Convertible Securities Risk
[18.34] Warrants Risk
[18.35] REITs Risk
[18.36] Master Limited Partnerships Risk
[18.37] Restricted and Illiquid Securities Risk
[18.38] Investment Companies Risk
[18.39] Fixed Income Securities Risks
[18.40] Market Volatility
[18.41] Liquidity and Market Characteristics
[18.42] Underlying Funds
[18.43] Volatility Trading and Stagnant Markets
[18.44] Relative Value Strategies
[18.45] Event Driven Strategy
[18.46] Commodity and Energy Trading
[18.47] Distressed Strategies
[18.48] Below Investment Grade Debt Securities
[18.49] Conflicts Relating to Equity and Debt Ownership by the Investment C
[18.50] Trading in Securities of Emerging Market Issuers
[18.51] Regulated Markets in Emerging Market Countries
[18.52] Access to Non-Public Information
[18.53] Hedging
[18.54] Forward Foreign Exchange Contracts
[18.55] Risks of Stock Index Options
[18.56] Equity Funds Risk
[18.57] Directional Trading
[18.58] Prepayment Risk
[18.59] Reinvestment Risk
[18.60] Duration and Maturity Risk
[18.61] Corporate Bonds Risk
[18.62] Below Investment Grade Securities Risk
[18.63] Distressed and Defaulted Securities Risk
[18.64] Yield and Ratings Risk
[18.65] Unrated Securities Risk
[18.66] Emerging Markets Risk
[18.67] Foreign Currency Risk
[18.68] LIBOR Risk
[18.69] Leverage Risk
[18.70] Risk of Use of Leverage
[18.71] Risks Associated with the Use of or Trading in Derivatives
[18.72] Control and Monitoring of the Use of Derivative Products
[18.73] Debt Securities
[18.74] Market Liquidity and Leverage
[18.75] Credit Default Swaps
[18.76] Liquidity Risk
[18.77] Counterparty Risk
[18.78] Absence of Regulation in OTC Transactions
[18.79] Additional Risks Associated with an Underlying of OTC Derivatives L
[18.80] Futures and Options
[18.81] Securities of Companies principally engaged in the Real Estate Indu
[18.82] Commodities and Energies
[18.83] Indexes
[18.84] Derivatives
[18.85] Repurchase Agreements Risk
[18.86] Reverse Repurchase Agreements Risk
[18.87] Dollar Roll Transactions Risk
[18.88] When-Issued, Forward Commitment and Delayed Delivery Transactions
[18.89] Event Risk
[18.90] Defensive Investing Risk
[18.91] Structured Investments Risks
[18.92] Structured Notes Risk
[18.93] Equity-Linked Notes Risk
[18.94] Credit-Linked Notes Risk
[18.95] Event-Linked Securities Risk
[18.96] Strategic Transactions and Derivatives Risk
[18.97] Counterparty Risk
[18.98] Swaps Risk
[18.99] Securities Lending Risk
[18.100] Short Sales Risk
[18.101] Inflation Risk
[18.102] Deflation Risk
[18.103] EMU and Redenomination Risk
[18.104] Market Disruption and Geopolitical Risk
[18.105] Regulation and Government Intervention Risk
[18.106] Legal, Tax and Regulatory Risks
[18.107] Legislation Risk
[18.108] Decision-Making Authority Risk
[18.109] Management Risk
[18.110] Market and Selection Risk
[18.111] Reliance on the Manager
[18.112] Reliance on Service Providers
[18.113] Information Technology Systems
[18.114] Misconduct of Employees and of Service Providers
[18.115] Portfolio Turnover Risk
[18.116] Property valuation is inherently subjective and uncertain
[18.117] Real estate investments are relatively illiquid
[18.118] The value of any property portfolio may fluctuate as a result of
[18.119] Construction risk
[18.120] Natural Disasters and Accidents
[18.121] Decline in land prices
[18.122] Social environment risk
[18.123] Political environment risk
[18.124] Land Policy risk
[18.125] Urban Planning Risk
[18.126] Investment Through Nominees
[18.127] Maximum Redemption Amount
[19] CONFLICTS OF INTEREST
[19.01] General
[19.02] Disclosure of Conflicts
[19.03] Acknowledgment of Potential Conflicts
[20] TREATMENT OF INVESTORS
[20.01] Fair Treatment of Investors
[20.02] Dealings of Related Parties
[20.03] Preferential Treatment
[20.04] Information to Investors
[21] TAX CONSIDERATIONS
[21.01] General
[21.02] Tax Efficient Structuring
[21.03] Corporate Tax
[21.04] Definition of ''securities''
[21.05] Profit from the disposal of securities
[21.06] Dividend Income
[21.07] Interest income
[21.08] Stamp Duty
[21.09] Losses
[21.10] Deemed dividend distribution rules
[21.11] Withholding Taxes for payments abroad
[21.12] Liquidation
[21.13] Exit through liquidation
[21.14] Taxation of Investors
[21.15] Sale or redemption of Investor Units
[22] LAW AND JURISDICTION
[22.01] Governing Law and Jurisdiction
[22.02] Recognition of Judgements
[22.03] Contractual Relation
[22.04] Dispute Resolution
SUPPLEMENTS
[01] SUPPLEMENT
[02] SUPPLEMENT
[03] SUPPLEMENT
[04] SUPPLEMENT
[05] SUPPLEMENT
INVESTMENT COMMITTEE MEMBERS
Theano Kalavana
Michael Sarris
Petros Zographos
Chryssis Petousis
Marios Maratheftis
Stephane Fissentzides
Panos Marcoullis
INVESTMENT PROCESS
PRESENTATION
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CYGNATOR
DIRECTIVE 2011/61/EU
ENACTING TERMS
Paragraphs 01 - 04
Paragraphs 05 - 11
Paragraphs 12 - 19
Paragraphs 20 - 27
Paragraphs 28 - 35
Paragraphs 36 - 45
Paragraphs 46 - 52
Paragraphs 53 - 58
Paragraphs 59 - 64
Paragraphs 65 - 71
Paragraphs 72 - 79
Paragraphs 80 - 84
Paragraphs 85 - 91
Paragraphs 92 - 95
CHAPTER 1 - GENERAL PROVISIONS
Article 1 - Subject matter
Article 2 - Scope
Article 3 - Exceptions
Article 4 - Definitions
Article 5 - Determination of the AIFM
CHAPTER 2 - AUTHORISATION OF AIFMs
Article 6 - Conditions for taking up activities as AIFM
Article 7 - Application for authorisation
Article 8 - Conditions for granting authorisation
Article 9 - Initial capital and own funds
Article 10 - Changes in the scope of the authorisation
Article 11 - Withdrawal of the authorisation
CHAPTER 3 - OPERATING CONDITIONS FOR AIFMs
Section 1- General requirements
Article 12 - General principles
Article 13 - Remuneration
Article 14 - Conflicts of interest
Article 15 - Risk Management
Article 16 - Liquidity management
Article 17 - Investment in securitisation positions
Section 2 - Organisational requirements
Article 18 - General principles
Article 19 - Valuation
Section 3 - Delegation of AIFM functions
Article 20 - Delegation
Section 4 - Depositary
Article 21 - Depositary
CHAPTER 4 - TRANSPARENCY REQUIREMENTS
Article 22 - Annual Report
Article 23 - Disclosure to investors
Article 24 - Reporting obligations to competent authorities
CHAPTER 5 - AIFMs MANAGING SPECIFIC TYPES OF AIF
SECTION 1- AIFMs managing leveraged AIFs
Article 25 - Use of information by competent authorities, supervisory coop.
SECTION 2 - Obligations for AIFMs managing AIFs which acquire control
Article 26 - Scope
Article 27 - Notification of the acquisition of major holdings and control
Article 28 - Disclosure in case of acquisition of control
Article 29 - Specific provisions regarding the annual report of AIFs exerc
Article 30 - Asset stripping
CHAPTER 6 - RIGHTS OF EU AIFMs TO MARKET AND MANAGE EU AIFs IN THE UNION
Article 31 - Marketing of units or shares of EU AIFs in the home Member Sta
Article 32 - Marketing of units or shares of EU AIFs in Member States other
Article 33 - Conditions for managing EU AIFs established in other Member St
CHAPTER 7 - SPECIFIC RULES IN RELATION TO THIRD COUNTRIES
Article 34 - Conditions for EU AIFMs which manage non-EU AIFs which are non
Article 35 - Conditions for the marketing in the Union with a passport of a
Article 36 - Conditions for the marketing in Member States without a passpo
Article 37 - Authorisation of non-EU AIFMs intending to manage EU AIFs and/
Article 38 - Peer review of authorisation and supervision of non-EU AIFMs
Article 39 - Conditions for the marketing in the Union with a passport of E
Article 40 - Conditions for the marketing in the Union with a passport of n
Article 41 - Conditions for managing AIFs established in Member S
Article 42 - Conditions for the marketing in Mmeber States without a passpo
CHAPTER 8 - MARKETING TO RETAIL INVESTORS
Article 43 - Marketing of AIFs by AIFMs to retail investors
CHAPTER 9 - COMPETENT AUTHORITIES
SECTION 1 - Designation, powers and redress procedures
Article 44 - Designation of competent authorities
Article 45 - Responsibility of competent authorities in Member States
Article 46 - Powers of competent authorities
Article 47 - Powers and competences of ESMA
Article 48 - Administrative penalties
Article 49 - Right of appeal
SECTION 2 - Cooperation between different competent authorities
Article 50 - Obligation to cooperate
Article 51 - Transfer and retention of personal data
Article 52 - Disclosure of information to third countries
Article 53 - Exchange of information relating to the potential systemic con
Article 54 - Cooperation in supervisory activities
Article 55 - Dispute settlement
CHAPTER 10 - TRANSITIONAL AND FINAL PROVISIONS
Article 56 - Exercise of the delegation
Article 57 - Revocation of the delegation
Article 58 - Objections to delegated acts
Article 59 - Implementing measures
Article 60 - Disclosure of derogations
Article 61 - Transitional provisions
Article 62 - Amendments to Directive 2003/41/EC
Article 63 - Amendments to Directive 2009/65/EC
Article 64 - Amendment to Regulation (EC) No 1060/2009
Article 65 - Amendment to Regulation (EU) No 1095/2010
Article 66 - Transposition
Article 67 - Delegated act on the application of Article 35 and Articles 37
Article 68 - Delegated act on the termination of the application of Article
Article 69 - Review
Article 70 - Entry into force
Article 71 - Addressees
ANNEX 1
ANNEX 2 - REMUNERATION POLICY
ANNEX 3 - DOCUMENTATION AND INFORMATION TO BE PROVIDED IN CASE OF INTENDED
ANNEX 4 - DOCUMENTATION AND INFORMATION TO BE PROVIDED IN THE CASE OF INTEN
CY AIFM Law of 2013
THE ALTERNATIVE INVESTMENT FUND MANAGERS AND RELATED MATTERS LAW OF 2013
PART Ι – INTRODUCTORY PROVISIONS
Section 1 - Summary title
Section 2 - Interpretation.
Section 3 - General scope of application of this Law.
Section 4 - Specific scope of application of this Law.
Section 5 - Definition of AIFM.
PART ΙΙ – AUTHORISATION OF AIFMs
Section 6 - Conditions for taking up activities as AIFM in the Republic.
Section 7 - Application for authorisation.
Section 8 - Conditions for granting authorisation.
Section 9 - Initial capital and own funds.
Section 10 - Changes in the scope of the authorisation.
Section 11 - Suspension of the authorisation.
Section 12 - Withdrawal of the authorisation.
PART ΙΙΙ – OPERATING CONDITIONS FOR AIFMs
CHAPTER 1 - General Requirements
Section 13 - General Principles.
Section 14 - Remuneration.
Section 15 - Conflicts of interest.
Section 16 - Risk management.
Section 17 - Liquidity management.
CHAPTER 2 - Organisational Requirements
Section 18 - Procedures, arrangements and mechanisms applied by AIFMs.
Section 19 - Valuation.
CHAPTER 3 - Delegation of AIFM functions
Section 20 - Delegation of AIFM functions.
Section 21 - Sub - delegation of AIFM functions.
Section 22 - AIFM’s liability in case of delegation of functions or any fur
CHAPTER 4 - AIF Depositary
Section 23 - Appointment of AIF depositary.
Section 24 - Duties of AIF depositary.
Section 25 - Obligations of the AIFM and the Depositary when performing
Section 26 - Delegation of duties by the AIF Depositary to third party.
Section 27 - Depositary liability.
Section 28 - Information obtained by the Depositary.
PART IV – TRANSPARENCY REQUIREMENTS
Section 29 - Annual Report.
Section 30 - Disclosure to investors.
Section 31 - Reporting obligations to the Commission.
PART V – AIFMs MANAGING SPECIFIC TYPES OF AIF
CHAPTER 1 - AIFMs managing leveraged AIFs
Section 32 - Use of information by the Commission, supervisory cooperation
CHAPTER 2 - Obligations of AIFMs managing AIFs which acquire control of non
Section 33 - Scope of application of this Chapter.
Section 34 - Notification of acquisition of major holdings and control of
Section 35 - Disclosure in case of acquisition of control.
Section 36 - Specific provisions regarding the annual report of AIFs
Section 37 - Asset stripping
PART VI – RIGHTS OF AIFMs TO MANAGE AND MARKET EU AIFs IN THE UNION
Section 38 - Marketing of units of EU AIFs in the Republic by an AIFM of
Section 39 - Marketing of units of EU AIFs in a Member State other than
Section 40 - Marketing of units of EU AIFs in the Republic managed by an
Section 41 - Conditions for managing EU AIFs established in a Member State
Section 42 - Conditions for managing AIFs established in the Republic by an
PART VII – SPECIFIC RULES IN RELATION TO THIRD COUNTRIES
Section 43 - Conditions for AIFMs of the Republic which manage non-EU AIFs,
Section 44 - Conditions for the marketing in the Republic, with a passport,
Section 45 - Conditions for the marketing in the Republic, with a passport,
Section 46 - Complementary provisions to sections 44 and 45.
Section 47 - Conditions for the marketing in the Republic, without a pass
Section 48 - Conditions for the marketing in the Republic, without a pass
Section 49 - Authorisation and specific obligations for non-EU AIFMs intend
Section 50 - Determining the Republic as Member State of reference of a non
Section 51 - Authorisation of a non-EU AIFM from the Commission when the Re
Section 52 - Additional conditions for authorisation of a non-EU AIFM by th
Section 53 - Notification to ESMA for any exemptions granted from complianc
Section 54 - Notification to ESMA for the authorisations granted and for
Section 55 - Change in the business strategy of a non-EU AIFM which affects
Section 56 - Applicable Law in case of disputes arising regarding the appli
Section 57 - Issue of directives.
Section 58 - Rejection of request to exchange of information.
Section 59 - Conditions for the marketing in the Republic, with a passport,
Section 60 - Conditions for the marketing in a Member State other than the
Section 61 - Conditions for the marketing in the Republic, with a passport,
Section 62 - Conditions for the marketing in the Republic or in another Me
Section 63 - Conditions for the marketing in the Republic, with a passport
Section 64 - Conditions for managing AIFs established in a Member State
Section 65 - Conditions for managing AIFs established in the Republic by
Section 66 - Conditions for the marketing in the Republic of AIFs managed
PART VIII - MARKETING OF UNITS OF AIFs TO RETAIL INVESTORS IN THE REPUBLIC
Section 67 - Marketing of units of AIFs by AIFMs to retail investors in the
Section 68 - Disclosures to European Commission and ESMA regarding
PART ΙΧ – SUPERVISION RULES
CHAPTER 1 - Designation, powers and redress procedures
Section 69 - Designation of competent authority.
Section 70 - Responsibilities of the Commission and the competent authoriti
Section 71 - Powers of the Commission.
Section 72 - Obligations of the Commission to ESMA and to other authorities
Section 73 - Fees and annual contributions.
Section 74 - Administrative penalties.
Section 75 - False statements and withholding of information, criminal pena
Section 76 - Justification of the Commission’s decisions.
CHAPTER 2 - Cooperation of the Commission with the competent authorities of
Section 77 - Obligation of the Commission to cooperate with the competent
Section 78 - Transfer and retention of personal data.
Section 79 - Disclosure of information to third countries.
Section 80 - Exchange of information relating to the potential systemic con
Section 81 - Cooperation in supervisory activities.
Section 82 - Dispute settlement.
PART Χ - TRANSFER OF REGISTERED OFFFICE OF AN AIFM FROM AND TO THE REPUBLIC
Section 83 - Transfer of registered office of an AIFM from and to the Repub
PART ΧΙ – PROVISIONS REGARDING TAXES AND CONTRIBUTIONS
Section 84 - Taxes and contributions.
PART ΧΙΙ – FINAL AND TRANSITIONAL PROVISIONS
Section 85 - Disclosure of derogations from the provisions of the Directive
Section 86 - Disclosure of information to ESMA and the European Commission.
Section 87 - Derogations and transitional provisions.
Section 88 - Entry into force.
CY AIF Law of 2018
PART I: INTRODUCTORY PROVISIONS
[01] Short title.
[02] Interpretations.
[03] Scope of application of this Law.
PART ΙΙ: PROVISIONS REGARDING THE ALTERNATIVE INVESTMENT FUNDS
Chapter 1: General characteristics and distinctions of AIFs
[04] AIF legal forms and use of the AIF designation.
[05] Conversion of AIF.
[06] AIF management.
[07] Open-ended or closed-ended AIF.
[08] Listing of AIF units in a secondary market.
[09] Umbrella AIF.
[10] Conversion of AIF to umbrella AIF and vice versa.
[11] Possibility of conversion of an AIF’s legal form.
Chapter 2: Authorisation of an AIF
[12] Submission of application for authorisation of an AIF and amendments
[13] Granting AIF authorisation.
Chapter 3: Common provisions regarding the organisation and operation of
[14] Retention of minimum assets.
[15] Investment policy.
[16] Risk management.
[17] Conflicts of interest.
[18] Liquidity management.
[19] Remuneration policies.
[20] Valuation.
[21] Management and conduct of business.
[22] AIF transactions.
Chapter 4: AIF administration
[23] Delegation of administration function
Chapter 5: AIF external manager
[24] Organisation and operations of the external manager.
[25] Resignation and replacement of the external manager.
Chapter 6: AIF depositary
[26] Appointment of AIF Depositary.
[27] Depositary tasks and obligations.
[28] Delegation of depositary tasks.
[29] Specific tasks of the depositary.
[30] Depositary liability.
[31] Independence between the depositary and the external manager of the AI
[32] Resignation of the depositary.
[33] Replacement of the depositary.
[34] Termination of the appointment of the depositary.
Chapter 7: Subscriptions and redemptions of AIF units
[35] AIF units.
[36] Rules for the marketing of AIF units.
[37] Issue of free-of-charge AIF units.
[38] Disclosure to investors regarding the net asset value and the subscrip
[39] Marketing of AIF units to professional investors in the Republic.
[40] Marketing of AIF units to retail and well informed investors in the Re
[41] Marketing of AIF units to another member state or third country.
[42] Redemption or repurchase of AIF units.
[43] Suspension of the redemption or repurchase of AIF units.
[44] Prohibition of issuance, redemption and repurchase of AIF units.
Chapter 8: Special provisions
Part 1 - Common fund
[45] General provisions regarding a common fund.
[46] Unitholders’ Register of the common fund.
[47] Joint unitholders of the common fund.
[48] Confirmation of participation into a common fund.
[49] Transfer of common fund units.
[50] Pledge of common fund units.
[51] Common fund rules.
[52] Dissolution and liquidation of the common fund.
[53] Withdrawal of common fund authorisation.
Part 2 - Fixed or variable capital investment companies
[54] General provisions regarding an investment company.
[55] Application of the provisions of the Company Law and special Company L
[56] Investment company set up as internally managed AIF.
[57] Operating conditions.
[58] Name, designation, capital and shares.
[59] Content of instruments of incorporation of an investment company.
[60] Amendments to the instruments of incorporation of an investment compan
[61] Changes in the persons who effectively direct the business of an inves
[62] Reduction of assets or initial capital of an investment company.
[63] Dissolution and liquidation of an investment company.
[64] Withdrawal of authorisation of an investment company.
Part 3 - Limited Partnerships
[65] General provisions regarding the limited partnership.
[66] Limited partnership set up as internally managed AIF.
[67] General partner of an AIF.
[68] Limited partners.
[69] Partnership agreement.
[70] Amendment of the partnership agreement.
[71] Unitholders’ register, joint unitholders, and confirmation of particip
[72] Transfer of limited partnership units.
[73] Pledge of limited partnership units.
[74] Dissolution and liquidation of a limited partnership.
[75] Withdrawal of authorisation of a limited partnership.
Chapter 9: Obligations regarding disclosures to investors
[76] Offering document, half-yearly report, annual report, annual financial
[77] Half-yearly report of the AIF.
[78] Annual report of the AIF.
[79] Offering document of the AIF.
[80] Right to receive documents.
[81] Audit of the annual financial statements and of the annual report of t
[82] AIF publication expenses.
[83] AIF marketing communications.
Chapter 10: Mergers
[84] Possibility of mergers between AIFs.
[85] Types of mergers.
[86] Authorisation for the merger.
[87] Decision regarding the merger.
[88] Terms of the merger.
[89] Verification of the merger by the depositary.
[90] Assignment to an independent auditor.
[91] Disclosures to and rights of unitholders.
[92] Right to redeem, repurchase or convert units.
[93] Expenses relating to the merger.
[94] Effective date of the merger.
[95] Effects of the merger.
[96] Tax provisions regarding AIF mergers.
[97] Enabling provisions.
PART IΙΙ: MARKETING OF UNITS OF AIFs FROM ANOTHER MEMBER STATE OR THIRD COU
[98] Marketing of units of AIFs established in another member state or thir
[99] Marketing of units of AIFs established in another member state or thir
[100] Common provisions regarding AIFs of sections 98 and 99.
PART IV: LISTED AIFs
[101] Listing of AIF units in a secondary market, for trading.
[102] Conditions for the listing of AIF units in a secondary market, for tr
[103] Marketing of listed AIF units.
[104] Listing of units of AIFs, which are established in another member sta
[105] Asset value, price of units and relevant matters.
[106] Special rules for AIF units’ pricing.
[107] Comparing performance against the benchmarks index.
[108] Cooperation between the Securities and Exchange Commission and other
[109] Enabling provision.
PART V: SUPERVISION AND PENALTIES
Chapter 1: Supervision of AIFs
[110] Competences of the Securities and Exchange Commission.
[111] Powers of the Securities and Exchange Commission.
[112] Supplementary provisions.
[113] Power to issue directives.
[114] Professional secrecy and cooperation with other countries’ competent
[115] Obligation to submit publications and information regarding the AIF.
[116] Submission of information regarding the AIF.
[117] AIFs’ register.
[118] Fees and annual contributions.
[119] Justification of the decisions.
Chapter 2: Criminal Provisions and Administrative Penalties
[120] Administrative penalties.
[121] Criminal offences.
PART VI: TRANSFER OF AN AIF FROM AND TO THE REPUBLIC
[122] Transfer of an AIF, established under statute, to and from the Republ
[123] Transfer of an AIF, established under the law of contract, to and fro
PART VΙI: ALTERNATIVE INVESTMENT FUNDS WITH LIMITED NUMBER OF PERSONS
[124] AIFLNP legal forms, use of designation and characteristics.
[125] Externally and internally managed AIFLNP.
[126] Marketing of AIFLNP units.
[127] Marketing of AIFLNP units.
[128] Depositary.
[129] Minimum level of assets and initial capital.
[130] Reduction of assets or capital of an investment company.
[131] Management and conduct of business.
[132] Dissolution and liquidation of AIFLNP.
[133] Withdrawal of AIFLNP authorisation
PART VIII: REGISTERED ALTERNATIVE INVESTMENT FUNDS
Chapter 1: Establishment of RAIFs
[134] Operation of RAIFs.
[135] External manager and depositary of a RAIF.
[136] Minimum level of assets of a RAIF.
[137] RAIF units.
[138] Registration in the RAIFs’ register and deletion from it.
Chapter 2: RAIF Operation
[139] Disclosure requirements.
[140] Marketing of RAIF units.
[141] Mergers between RAIFs
[142] Enabling provisions.
PART ΙX: TAX PROVISIONS
[143] Tax provisions.
PART X: FINAL AND TRANSITIONAL PROVISIONS
[144] Transitional provisions.
[145] Continuation of operation of AIFs and AIFLNPs.
[146] Repeal of Laws.
OFFERING MEMORANDUM
[00] DISCLAIMER
DISCLAIMER
THE OFFERING MEMORANDUM
SUPPLEMENTS
RESTRICTIONS ON SOLICITATIONS AND RESALE
INVESTOR RESPONSIBILITY
STOCK EXCHANGE LISTING
RISKS
[01] DEFINITIONS
[01.01] Definitions
[01.02] Law Definitions
[01.03] Law Reference
[01.04] Currency Conversion
[01.05] Construction
[02] DIRECTORY
[03] FUND STRUCTURE
[03.01] Fund Structure
[03.02] Share Capital
[03.03] Management Shares
[03.04] Investor Units
[03.05] Investment Compartments
[03.06] Change of the Organisational Structure
[03.07] Subsidiaries
[03.08] Financial Year
[03.09] Fund's Life
[04] INVESTMENT GUIDELINES
[04.01] Investment Objective
[04.02] Target Market
[04.03] Investment Policy
[04.04] Use of Leverage
[04.05] Investment Process
[04.06] Investment Restrictions
[04.07] Associated Risks
[04.08] Change of the Investment Policy
[05] FEES AND EXPENSES
[05.01] General
[05.02] Set Up Fees
[05.03] Management Fee
[05.04] Performance Fee
[05.05] Depositary Fee
[05.06] Director's Remuneration
[05.07] External Audit Fee
[05.08] Administration Fee
[05.09] Consultancy Fee
[05.10] Facilitation Fee
[05.11] Investment Advisory Fees
[05.12] Regulatory Fees
[05.13] Advertising Costs
[05.14] Service Provider Fees
[05.15] Other Expenses
[06] BOARD OF DIRECTORS
[06.01] General
[06.02] Members of the Board
[06.03] Director's Disclosure
[06.04] Changes in the Board
[07] MANAGER
[07.01] Appointment of Manager
[07.02] Identity of the Manager
[07.03] Responsibilities of the Manager
[07.04] Portfolio Management
[07.05] Collective Management of Assets
[07.06] Investment Committee and Advisors
[07.07] Risk Management
[07.08] Liquidity Risk Management
[07.09] Operations Management
[07.10] Structure Determination
[07.11] Delegation of Management Functions
[07.12] Professional Liability
[08] DEPOSITARY
[08.01] Depositary General
[08.02] Identity of the Depositary
[08.03] Responsibilities of the Depositary
[08.04] Cash Flow Monitoring
[08.05] Safekeeping of Assets
[08.06] Oversight
[08.07] Depositary Indemnity
[08.08] Paying Agent
[08.09] Prime Broker
[09] EXTERNAL AUDITOR
[09.01] General
[09.02] Reporting Obligations
[09.03] Responsibilities
[10] ADMINISTRATOR
[10.01] Delegation to Administrator
[10.02] Identity of the Administrator
[10.03] Responsibilities of the Administration
[10.04] Limitation of Liability
[11] THE ISSUE
[11.01] Issue
[11.02] The Subscription
[11.03] Eligible Investors
[12] SUBSCRIPTION PROCEDURE
[12.01] Initial Offering of Investor Units
[12.02] Further Subscriptions of Investor Units
[12.03] Minimum Subscription Amount and Additional
[12.04] Subscription Fee
[12.05] Subscription Application
[12.06] Contribution-in-kind
[12.07] Application Procedure
[12.08] Payment Procedure
[12.09] Notification of Transaction
[12.10] Rejection of Subscriptions
[12.11] Subscription Through Nominees
[12.12] Allocation
[12.13] Money Laundering Prevention
[13] NET ASSET VALUE
[13.01] General Principles
[13.02] Valuation Specifics
[13.03] Adjustment Of The Net Asset Value (Single Swing Pricing)
[13.04] Valuation Dates
[13.05] Valuation Procedures
[13.06] Temporary suspension Of NAV calculation
[14] DISTRIBUTION POLICY
[14.01] Policy and Procedure
[14.02] Currency Exchange Distribution
[15] CONVERSION OF UNITS
[15.01] Conversion Procedure
[15.02] Application Procedure
[15.03] Limitation on Conversions
[15.04] Notification Of Transaction
[16] REDEMPTIONS
[16.01] General
[16.02] Redemption Request
[16.03] Irrevocability of Redemption
[16.04] Redemption Dates
[16.05] Redemption Price and proceeds
[16.06] Notification of Transaction
[16.07] Redemption Fee
[16.08] Settlement
[16.09] Limitation on Redemption
[16.10] Market Timing
[16.11] Compulsory Redemptions
[16.12] Money Laundering
[17] MARKETING AND ADVERTISING
[17.01] Introduction
[17.02] Marketing material and advertisements
[17.03] Information to Potential Investors
[17.04] Provision of KIID
[17.05] Assessment of suitability
[18] RISK FACTORS AND INVESTMENT CONSIDERATIONS
[18.01] General
[18.02] Risk Factors Consideration
[18.03] Business Risk
[18.04] Historical Performance
[18.05] Concentration of Investments Risk
[18.06] Declining Performance and Growing Size Risk
[18.07] Effect of Substantial Redemptions and Reduced Size Risk
[18.08] Reliance on the Manager and Dependence on Key Personnel
[18.09] Fee Incentive Risk
[18.10] Accounting Treatment Risk
[18.11] Model Risk
[18.12] No Operating History
[18.13] Non-Diversified Status
[18.14] Trading Execution Risk
[18.15] Factors impacting the value of the Investment Compartments' Assets
[18.16] Equity Securities Risk
[18.17] Smaller Capitalization Risk
[18.18] Securities of Smaller and Emerging Growth Companies
[18.19] Co-Investment Risk
[18.20] Private Company Competition Risk
[18.21] New Issued Risk
[18.22] Growth Stock Risk
[18.23] Value Stock Risk
[18.24] Risks Associated with Options on Securities Generally
[18.25] Risks of Writing Options
[18.26] Exchange-Listed Options Risks
[18.27] Over-the-Counter Option Risk
[18.28] Index Option Risk
[18.29] Limitation on Option Writing Risk
[18.30] Tax Risk
[18.31] Preferred Securities Risk
[18.32] Convertible Securities Risk
[18.33] Synthetic Convertible Securities Risk
[18.34] Warrants Risk
[18.35] REITs Risk
[18.36] Master Limited Partnerships Risk
[18.37] Restricted and Illiquid Securities Risk
[18.38] Investment Companies Risk
[18.39] Fixed Income Securities Risks
[18.40] Market Volatility
[18.41] Liquidity and Market Characteristics
[18.42] Underlying Funds
[18.43] Volatility Trading and Stagnant Markets
[18.44] Relative Value Strategies
[18.45] Event Driven Strategy
[18.46] Commodity and Energy Trading
[18.47] Distressed Strategies
[18.48] Below Investment Grade Debt Securities
[18.49] Conflicts Relating to Equity and Debt Ownership by the Investment C
[18.50] Trading in Securities of Emerging Market Issuers
[18.51] Regulated Markets in Emerging Market Countries
[18.52] Access to Non-Public Information
[18.53] Hedging
[18.54] Forward Foreign Exchange Contracts
[18.55] Risks of Stock Index Options
[18.56] Equity Funds Risk
[18.57] Directional Trading
[18.58] Prepayment Risk
[18.59] Reinvestment Risk
[18.60] Duration and Maturity Risk
[18.61] Corporate Bonds Risk
[18.62] Below Investment Grade Securities Risk
[18.63] Distressed and Defaulted Securities Risk
[18.64] Yield and Ratings Risk
[18.65] Unrated Securities Risk
[18.66] Emerging Markets Risk
[18.67] Foreign Currency Risk
[18.68] LIBOR Risk
[18.69] Leverage Risk
[18.70] Risk of Use of Leverage
[18.71] Risks Associated with the Use of or Trading in Derivatives
[18.72] Control and Monitoring of the Use of Derivative Products
[18.73] Debt Securities
[18.74] Market Liquidity and Leverage
[18.75] Credit Default Swaps
[18.76] Liquidity Risk
[18.77] Counterparty Risk
[18.78] Absence of Regulation in OTC Transactions
[18.79] Additional Risks Associated with an Underlying of OTC Derivatives L
[18.80] Futures and Options
[18.81] Securities of Companies principally engaged in the Real Estate Indu
[18.82] Commodities and Energies
[18.83] Indexes
[18.84] Derivatives
[18.85] Repurchase Agreements Risk
[18.86] Reverse Repurchase Agreements Risk
[18.87] Dollar Roll Transactions Risk
[18.88] When-Issued, Forward Commitment and Delayed Delivery Transactions
[18.89] Event Risk
[18.90] Defensive Investing Risk
[18.91] Structured Investments Risks
[18.92] Structured Notes Risk
[18.93] Equity-Linked Notes Risk
[18.94] Credit-Linked Notes Risk
[18.95] Event-Linked Securities Risk
[18.96] Strategic Transactions and Derivatives Risk
[18.97] Counterparty Risk
[18.98] Swaps Risk
[18.99] Securities Lending Risk
[18.100] Short Sales Risk
[18.101] Inflation Risk
[18.102] Deflation Risk
[18.103] EMU and Redenomination Risk
[18.104] Market Disruption and Geopolitical Risk
[18.105] Regulation and Government Intervention Risk
[18.106] Legal, Tax and Regulatory Risks
[18.107] Legislation Risk
[18.108] Decision-Making Authority Risk
[18.109] Management Risk
[18.110] Market and Selection Risk
[18.111] Reliance on the Manager
[18.112] Reliance on Service Providers
[18.113] Information Technology Systems
[18.114] Misconduct of Employees and of Service Providers
[18.115] Portfolio Turnover Risk
[18.116] Property valuation is inherently subjective and uncertain
[18.117] Real estate investments are relatively illiquid
[18.118] The value of any property portfolio may fluctuate as a result of
[18.119] Construction risk
[18.120] Natural Disasters and Accidents
[18.121] Decline in land prices
[18.122] Social environment risk
[18.123] Political environment risk
[18.124] Land Policy risk
[18.125] Urban Planning Risk
[18.126] Investment Through Nominees
[18.127] Maximum Redemption Amount
[19] CONFLICTS OF INTEREST
[19.01] General
[19.02] Disclosure of Conflicts
[19.03] Acknowledgment of Potential Conflicts
[20] TREATMENT OF INVESTORS
[20.01] Fair Treatment of Investors
[20.02] Dealings of Related Parties
[20.03] Preferential Treatment
[20.04] Information to Investors
[21] TAX CONSIDERATIONS
[21.01] General
[21.02] Tax Efficient Structuring
[21.03] Corporate Tax
[21.04] Definition of ''securities''
[21.05] Profit from the disposal of securities
[21.06] Dividend Income
[21.07] Interest income
[21.08] Stamp Duty
[21.09] Losses
[21.10] Deemed dividend distribution rules
[21.11] Withholding Taxes for payments abroad
[21.12] Liquidation
[21.13] Exit through liquidation
[21.14] Taxation of Investors
[21.15] Sale or redemption of Investor Units
[22] LAW AND JURISDICTION
[22.01] Governing Law and Jurisdiction
[22.02] Recognition of Judgements
[22.03] Contractual Relation
[22.04] Dispute Resolution
SUPPLEMENTS
[01] SUPPLEMENT
[02] SUPPLEMENT
[03] SUPPLEMENT
[04] SUPPLEMENT
[05] SUPPLEMENT
INVESTMENT COMMITTEE MEMBERS
Theano Kalavana
Michael Sarris
Petros Zographos
Chryssis Petousis
Marios Maratheftis
Stephane Fissentzides
Panos Marcoullis
INVESTMENT PROCESS
PRESENTATION
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