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National provisions governing the marketing requirements for AIFs
National (Slovak) provisions governing the marketing requirements for Alternative investment funds (AIFs)
Last updated: 15.8.2023
This page contains information on the national laws, regulations and administrative provisions governing the marketing requirements referred to in Article 5 Section 1 of the Regulation (EU) 2019/1156 of the European Parliament and of the Council of 20 June 2019 on facilitating cross-border distribution of collective investment undertakings.
Marketing requirements for AIFs
National laws, regulations and administrative provisions governing the marketing requirements for foreign collective investments undertakings which are alternative investment funds, including EuVECA, EuSEF and ELTIF funds, pursuant to the Article 4 Section 1 letter a) of the Directive of the European Parliament and the Council 2011/61/EU (these subjects are hereinafter referred as “AIF” or “AIF funds”; the Directive as “AIFMD”) in the territory of the Slovak Republic:
Act. N. 203/2011 Coll. on collective investments (hereinafter also as “ACI”):
A. Format and content of marketing materials
The format and content of a marketing material or communication, including identification of such information, is not prescribed by any regulation issued by Národná banka Slovenska.
B. Verification and prior consent to marketing communications
Marketing materials and documents are not required to be notified to Národná banka Slovenska and they are not verified by Národná banka Slovenska prior to beginning of marketing in Slovakia. There is no prior authorization of marketing communication.
C. Reporting obligations in relation to marketing materials
All marketing communication of the EU AIFs shall be in line with the requirements stated in the Article 151 of the ACI. There is no special reporting required. Národná banka Slovenska is entitled to require the EU AIFs to submit marketing materials for the purpose of assessing their compliance with relevant regulation in accordance with the Article 151 Section 7 of the ACI.
D. Notification and authorization regime (passporting)
The distribution of securities or equity participations of foreign AIFs can only be carried out for professional investors or qualified investors in accordance with the Article 60 and subs. of the ACI and the Article 147 of the ACI. An exception to this rule is the authorization granted by the National Bank of Slovakia pursuant to the Article 148 of the ACI for the distribution of a foreign AIF to retail investors.
The cross-border distribution and the cross- border management of the EU AIFs shall be provided in accordance with the Article 60 of the ACI. The cross-border distribution of the EU AIFs shall be provided also in accordance with Article 147 of the ACI referring to the Articles 150b or 150d of the ACI. The cross-border distribution of a non-EU AIF must also be carried out in accordance with the Article 147 of the ACI with reference to the Articles 150e, 150f or 150g of the ACI, if it is managed by an EU AIF manager; with reference to the Article 150h ACI, if it is managed by a non-EU AIF manager without authorization pursuant to the Article 66c ACI.
The pre-marketing of the EU AIFs in the territory of the Slovak Republic shall be performed in accordance with the Article 147a of the ACI (Article 30a of the AIFMD). Information according to the Article 147a Section 6 of the ACI (Article 30a Section 2 of the AIFMD) shall be sent by the home competent authority of the EU AIF manager in paper form to the following address of Národná banka Slovenska: Národná banka Slovenska, Imricha Karvaša 1, 813 25 Bratislava or electronically to the following address: AIFMD.firstname.lastname@example.org. The (informal) letter/email shall specify the Member States in which and the periods during which the pre-marketing is taking or has taken place, a brief description of the pre-marketing including information on the investment strategies presented and, where relevant, a list of the AIFs and compartments of AIFs which are or were the subject of pre-marketing.
The EU AIF manager with an authorization according to the Article 6 of the AIFMD may begin to perform cross-border activities either via a branch or on the basis of the freedom to provide services based on the notification under Article 66a of the ACI, except if the AIF manager intends just to distribute the EU or non-EU AIF in the territory of the Slovak republic.
Marketing for retail investors: Cross-border distribution of a foreign AIF to retail investors in the territory of the Slovak Republic can only be carried out on the basis of an authorization issued by Národná banka Slovenska pursuant to the Article 148 of the ACI. The EU AIF or the EU AIF manager is obliged to comply with the requirements following from the Article 150 of the ACI (Article 43a AIFMD).
Information for retail investors on facilities to perform tasks in accordance with the Article 150 Section 1 ACI (Article 43a AIFMD) are provided in the Slovak language. Národná banka Slovenska has not issued any generally binding legal regulation in which it would establish the use of another language for these purposes.
Marketing for professional and qualified investors: The cross-border distribution of EU AIF in the territory of the Slovak republic to professional investors and qualified investors defined in the Article 3 of the ACI can be provided by the AIF manager licensed under the Article 6 of the AIFMD on the basis of the notification referred to in Article 150d of the ACI (Articles 31 and 32 of the AIFMD).
The notification shall state:
a) identification of the AIF and AIF manager, including contact details,
b) the list of Member States in which the AIF manager intends to market the units of the AIF to professional investors,
d) information on the manner of distributing the EU AIF,
e) information on the mechanisms created for preventing the securities or shareholdings in that fund from being distributed to retail investors, and
The EU AIF and the EU AIF manager are obliged to comply with the requirements stated in the Article 159a ACI (Article 23 AIFMD) in the case of a public offer of an EU AIF and, in the case of a public offer of an EU AIF to qualified investors, also the conditions according to the Article 150 ACI (Article 43a AIFMD). Provided that the public offer is for professional and qualified investors only, it is necessary to draw attention to this during the public offer (Article 136 Section 1 of the ACI).
Marketing of non-EU AIFs under national regime other than public offer: The cross-border distribution of a non-EU AIF by a foreign EU AIF manager can be provided on the basis of the notification referred to in the Article 150f or referred to in the Article 150g of the ACI. The cross-border distribution of a non-EU AIF by a foreign non-EU AIF manager can be provided on pursuant to the Article 150h of the ACI. These provisions do not differentiate between public or private offer.
Withdrawal of notification on measures taken in relation to marketing: Denotification procedure of the cross-border distribution of the EU/non-EU AIF shall be realized in accordance with the Article 150c Section 7-13 of the ACI (Article 32a of the AIFMD).
The notification letter, changes of the notification and denotification shall be sent electronically to the home competent authority of the foreign AIF manager.
As regards to the notification letter, Národná banka Slovenska accepts the notification letter accepted by the home competent authority or following template of the notification letter:
All the information shall be sent electronically by the home competent authority of the foreign AIF manager to the following address: AIFMD.email@example.com
The distribution of the AIF by the third party distributors is considered fall within the provision of the investment service defined in the Annex I Section A point (1) Reception and transmission of orders in relation to one or more financial instruments and/or point (2) Execution of orders on behalf of clients of the MiFID Directive and shall be performed according to the Article 58 of the ACI only by persons authorized to perform this activity (investment service) in accordance with relevant legal regulation of a Member State in which the distribution takes place, or the financial institutions authorized to distribute the securities on the basis of their authorization.
Distribution of open-ended AIF and closed-ended AIF: The promotion of a closed-ended AIF fund must include a notice that the unitholder (investor) does not have the right to redeem, return or buy back the relevant security before the end of the period for which the closed-ended AIF fund was created (Article 151 Section 5 ACI).
Disclaimer: Národná banka Slovenska has taken reasonable care to ensure that the information on the national provisions governing the marketing requirements for AIFs in the Slovak Republic included on this webpage is up-to-date and complete. Národná banka Slovenska is not responsible for maintaining external websites and is not liable for any error or omission on any external website to which hyperlinks are provided on this webpage.
E. Other requirements
The key information document of an AIF fund marketed in the Slovak Republic shall be written pursuant to the Article 7 of the PRIIPS Regulation:
- in the official languages or in one of the official languages that is used in the part of the Member State in which the UCITS fund is distributed (note: the official language in the Slovak Republic is Slovak language according to the Act No. 270/1995 Coll. on the State Language, as amended), or
- in another language accepted by the relevant authorities of the Slovak Republic (note: Národná banka Slovenska has not issued any legal regulation for this purpose.), or
- if it was written in another language, it must be translated into one of the above languages, and the translation must faithfully and accurately reflect the content of the original key information document.
Information on measures to ensure compliance with the Article 150 Section 1 of the ACI shall be provided in the Slovak language, as Národná banka Slovenska has not issued a generally binding legal regulation in which it would stipulate the use of another language for this purpose.
In addition to the provisions referred to above, which are set out specifically for the marketing of AIF in the Slovak Republic, there may be other legal provisions that may apply when marketing them in the Slovak Republic, although they are not specifically designed for the marketing of AIF, depending on the individual situation of those involved in the marketing of shares or units of AIF, for example:
- Article 73d Section 1 of the Act No. 566/2001 Coll. on securities and investment services (hereinafter referred to as “ASIS”), which states that the investment firm provides investors with the information necessary for them to correctly understand the nature and risks of the investment service, the specific type of financial instrument offered, and subsequently responsibly make investment decisions, in an understandable way;
- Article 73c ASIS requires that all information, including marketing communications addressed to clients or potential clients, be unambiguous, clear, and non-misleading. Marketing communications must be identifiable.
- Article 33 Section 7 of the Act No. 186/2009 Coll. on financial intermediation (hereinafter referred to as “AFI”) requires that the information provided by the financial agent and financial advisor to the client be, among other things, complete, accurate, true, understandable, unambiguous, clear and not misleading, provided in the Slovak language or in another agreed upon language.
Marketing in the Slovak Republic may trigger the application of other legal requirements, such as those related to unfair commercial practices, general information duties towards consumers, general requirements on advertising and general information duties in electronic commerce. When marketing AIF funds to retail or qualified investors, it is also necessary to consider other legal regulations in the field of investor or consumer protection, from which it follows that the information provided to investors – consumers must be comprehensible for them and in accordance with the principles of good morals. When deciding which language to use in marketing materials intended for retail and qualified investors, given the purpose, content and scope of information, it is also necessary to take in account requirements of the following legal regulations:
- Act No. 266/2005 Coll. on consumer protection in the provision of financial services at a distance regulates the supplier’s obligation to inform the consumer “…in a clear and comprehensible manner suitable for the used means of distance communication in accordance with the principles of good manners and in accordance with the principles of fair business dealings so that the commercial purpose of these information is clear; information must be up-to-date, complete and true. Furthermore, he is obliged to inform the consumer before concluding a distance contract or before the consumer is bound by the offer of a financial service, information about the supplier, the financial service, about the distance contract, about the way claims and complaints are handled or about the possibility of out-of-court handling of complaints about the existence of other guarantee funds or compensation systems. (See especially Articles 4 to 9)
- Act No. 147/2001 Coll. on advertising, states the general requirement that advertising shall meet the requirements for public speaking, adhere to the principles of language culture, grammar and spelling rules, rules of pronunciation of the Slovak language and established professional terminology (see Articles 3 and 4)
- Act No. 250/2007 Coll. on consumer protection (see Articles 3, 6, 7, 8, 9)
- Act No. 22/2004 Coll. on electronic commerce (see Article 4)
Disclaimer: The following is a non-exhaustive list of national laws that could be applicable, and Národná banka Slovenska is not liable for any omission in that list. Supervision of the requirements deriving from these laws is not under the supervision of Národná banka Slovenska. The applicability of these requirements, and any other legal requirements, should be assessed before marketing or investing in an AIF. Where uncertainty exists, those marketing or investing in AIF should obtain independent advice as to the applicable requirements to their individual situation.
Summary of the marketing requirements for AIFs
Key provisions: Articles 3, 58, 60, 66a, 136(1), 147-150, 150c, 150d, 150f, 150g, 151
- Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 („AIFMD”)
- Regulation of the European Parliament and the Council (EU) no. 1286/2014 on key information documents for structured retail investment products and insurance-based investment products (PRIIPs) (“PRIIPS Regulation”)
Cross-border distribution of EU/non-EU AIFs to professional and qualified investors in the Slovak Republic is allowed only if Národná banka Slovenska was dully notified under the ACI. In case of distribution of the EU/non-EU AIFs to qualified and retail investors, the fulfilment of the conditions according the Article 150 of the ACI shall be ensured (Article 43a of the AIFMD). Cross-border distribution of a foreign AIF to retail investors in the territory of the Slovak Republic can only be carried out on the basis of an authorization issued by the National Bank of Slovakia pursuant to the Article 148 of the ACI.
AIFs are not obliged to notify the marketing communications to Národná banka Slovenska and there is no prior authorization by Národná banka Slovenska for such marketing communications. All marketing communication shall be in line with the Article 151 of the ACI. No special reporting obligations are required (only on request).
General regulation regarding advertising to the consumers:
Key provisions: Articles 73c, 73d
Key provisions: Article 33
Key provisions: Articles 3, 6, 7, 8, 9
- Directive 2005/29/EC of the European Parliament and of the Council of 11 May 2005 concerning unfair business-to-consumer commercial practices in the internal market and amending Council Directive 84/450/EEC, Directives 97/7/EC, 98/27/EC and 2002/65/EC of the European Parliament and of the Council and Regulation (EC) No 2006/2004 of the European Parliament and of the Council (‘Unfair Commercial Practices Directive’)
Key provisions: Articles 3, 4, 5, 6, 7, 8, 9
Key provisions: Articles 3, 4
Key provisions: Article 4
- Directive 2000/31/EC of the European Parliament and of the Council of 8 June 2000 on certain legal aspects of information society services, in particular electronic commerce, in the Internal Market (‘Directive on electronic commerce’)