Draft amendments to the secondary regulations of the Bank of Italy have been released for consultation to implement (i) Directive (EU) 2024/927 (“AIFMD2”); (ii) Legislative Decree No. 39 of 13 March 2026; and (iii) certain innovations introduced by Legislative Decree No. 47 of 27 March 2026 (implementing the delegation provided under the Capital Markets Law), according to which Legislative Decree No. 58 of 24 February 1998, as subsequently amended and supplemented (the “Consolidated Financial Act” or “CFA”), has already been amended in the field of asset management.
The consultation concerns updates to the provisions of the Collective Asset Management Regulation (“CAMR”), the Regulation implementing Articles 4-undecies and 6(1)(b) and (c-bis) of CFA of 5 December 2019 (“2019 BoI Regulation”), as well as the Transparency Provisions on Banking and Financial Transactions and Services and ABF(“Transparency Provisions”).
The amendments concern, among other things:
- the registration and new simplified regime for registered sub-threshold AIFMs;
- governance arrangements and delegation of activities relating to collective portfolio management, other services that managers are authorized to perform, and critical or important operational functions (“CIFs”), as well as information to be provided to the Bank of Italy during the authorization process;
- the expansion of activities that may be carried out by Italian asset management companies (“SGRs”);
- Italian AIF managers investing in loans in any form, including the acquisition of receivables, and the possibility of granting loans to consumers;
- liquidity risk management in open-ended funds or UCITS, including the liquidity management tools (“LMTs”) available and the rules governing their use;
In the coming months, SGRs may need to undertake adjustments to comply with the new regulations.
-
Registration of sub-threshold managers
Within twelve months from the effective date of the Bank of Italy’s implementing regulations, AIF managers previously falling within the scope of Article 35-undecies of CFA must: (a) notify the Bank of Italy of their intention to be subject to the regime applicable to authorized managers; or (b) if they satisfy the conditions set out in Article 35-quaterdecies of CFA, submit an application to the Bank of Italy for registration in the register of registered sub-threshold AIFMs.
Pending the deadline for submission of the application, managers may continue to operate exclusively with respect to AIFs that comply with Article 35-quaterdecies, paragraph 1, letters (h), (i) and (l), of CFA and may continue applying CFA and implementing provisions in their previous version.
Upon expiry of the deadline, the Bank of Italy shall revoke the authorization and remove from the relevant registers any managers that have not obtained authorization under either option above.
-
Governance and delegation of services and CIFs
All managers must appoint at least two individuals from among their directors or employees who, collectively: (i) meet the requirements and fitness and propriety criteria set out in Article 13 of CFA; (ii) are engaged on a full-time basis in the management of the manager’s business; and (iii) are domiciled in a Member State of the European Union. The minutes containing the relevant resolution must be submitted to the Bank of Italy. Such individuals are designated as corporate representatives. SGRs must update their policies and procedures relating to delegation arrangements and the outsourcing of CIFs.
Therefore, SGRs that intend to outsource CIFs or to delegate functions relating to the collective portfolio management service must notify the Bank of Italy after obtaining approval from the competent corporate bodies and before implementing the outsourcing arrangement.
-
Expansion of permitted activities
Authorized SGRs intending to carry out any of the newly permitted activities, namely: (i) the management of non-performing loans in relation to the AIFs they manage; (ii) loan origination activities on behalf of the AIFs they manage; and (iii) services to securitization special purpose vehicles (SPVs) and credit securitization entities in relation to the AIFs they manage, must initiate the procedure for operational changes related to the provision of new services.
For this purpose, they must submit an updated program of activities and an updated Organizational Structure Report (“RSO”) to the Bank of Italy and Consob. Within 60 days, the Bank of Italy shall notify whether there are any grounds preventing the provision of the new services or the implementation of the proposed organizational changes.
Furthermore, it should be noted that, in order to originate loans on behalf of the AIFs they manage pursuant to Articles 46-bis, 46-ter and 46-quater of CFA, SGRs must establish effective policies, procedures and processes for credit risk assessment, as well as for the management and monitoring of loan portfolios, in compliance with the Transparency Provisions and the Consumer Credit Directive II.
-
UCITS, open-ended AIFs and closed-ended AIFs using leverage
SGRs managing UCITS or open-ended AIFs must: (i) review or adopt internal policies and procedures relating to LMTs; and (ii) submit such policies and procedures to the Bank of Italy when filing the RSO. They must also notify the Bank of Italy, for each relevant fund under management, of the selected LMTs in accordance with the procedures applicable to reserved and non-reserved funds, respectively (Title IV, Chapter III, Section II, Paragraph 19). Any activation or deactivation of an LMT must be notified to the Bank of Italy.
SGRs managing closed-ended AIFs that employ leverage must review or establish procedures designed to monitor the AIF’s liquidity risk and to ensure that the liquidity profile of the AIF’s investments remains consistent with its underlying obligations.
More generally, SGRs must revise and enhance their risk management policies and procedures to include, where applicable given the specific activities carried out, effective policies, processes and procedures for credit risk management and monitoring. Such arrangements must be kept updated and reviewed at least once a year. They must also include appropriate measures for managing the risks associated with shareholder loans granted by the AIF.
-
Amendments to the rules of AIFs and UCITS
SGRs must assess whether amendments are required to the rules governing closed-ended and open-ended AIFs and UCITS investing in loans, as well as reserved and non-reserved AIFs that also invest in loans, in order to align them with the new framework set out in the CAMR.
Article 61 of the AIFMD, as amended by AIFMD2, provides for a transitional regime applicable to AIFMs managing loan-originating AIFs established prior to 15 April 2024. The remaining provisions of AIFMD2 and of CFA must be implemented, from the date on which the Bank of Italy’s secondary regulations are issued, in relation to open-ended collective investment schemes established after that date.
Existing collective investment undertakings will have until 16 April 2027 to comply with the new requirements, corresponding to the expiry of the transitional regime provided for under Commission Delegated Regulations (EU) 2026/465 and (EU) 2026/466, which specify the characteristics of LMTs for open-ended AIFs and UCITS, as well as under the ESMA Guidelines on LMTs for open-ended AIFs.
Upon first implementation, amendments to fund rules required to comply with the new framework will be subject to general approval, and such amendments will take effect immediately.
Managers may nevertheless elect to align with the new European framework before the Bank of Italy adopts its secondary regulations. Where managers choose to exercise this option and amend the rules of retail funds under management: (i) the amendments must be approved on a case-by-case basis; and (ii) once the Bank of Italy’s secondary regulations have been issued, managers will be required to verify the compliance of the relevant fund rules and, where necessary, promptly implement any further amendments required.
