National provisions governing the marketing requirements for AIFs

National (Slovak) provisions governing the marketing requirements for Alternative investment funds (AIFs)

Last updated: 23.09.2021

This page contains information on the national laws, regulations and administrative provisions governing the marketing requirements referred to in Article 5(1) of 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 AIFs:

Act. N. 203/2011 Coll. on collective investments (hereinafter also as “ACI”):

Format and content of marketing material, including identification of such information is not prescribed by any regulation issued by National Bank of Slovakia. Marketing materials and documents are not required to be notified to the National Bank of Slovakia and they are not verified by the National Bank of Slovakia prior to beginning of marketing in Slovak republic. There is no prior authorisation for marketing communication required.

All marketing communication of the EU AIFs shall be in line with Article 151 of the ACI. There is no special reporting required. National Bank of Slovakia is entitled to require the EU AIFs to submit marketing materials for the purpose of assessing their compliance with relevant regulation in accordance with Article 151 point 7 of the ACI.

The cross-border distribution and the cross- border management of the EU AIFs shall be provided in accordance with 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.

The premarketing of the EU AIFs in the territory of the Slovak republic shall be provided in accordance with Article 147a of the ACI (Article 30a of the AIFMD). Information according the Article 147a point 6 of the ACI (Article 30a point 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 the National Bank of Slovakia: Národná banka Slovenska, Imricha Karvaša 1, 813 25 Bratislava or electronically to the following address: AIFMD.notifications@nbs.sk. 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 authorisation 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.

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:

(a) 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 AIFM including contact details,

b) the list of Member States in which the AIFM intends to market the units of the AIF to professional investors

c) information and documents referred to in Article150b(1)(a) to (f) of the ACI (Art. 32 of the AIFMD),

d) information on the manner of distributing EU AIF,

e) information on the mechanisms created for preventing the securities or shareholdings in that fund from being distributed to retail investors, and

f) information on disclosure requirements under the Article 159a of the ACI (Article 23 of the AIFMD).

The cross-border distribution of non- EU AIF can be provided on the basis of the notification referred to in Article 150f or referred to in Article 150g of the ACI.

Changes of the cross-border distribution of EU/non-EU AIF shall be in line with the Article 32 point 7 of the AIFMD (Article 150c points 4-6 of the ACI).

Denotification procedure of the cross-border distribution of the EU/non-EU AIF shall be realized in accordance with the Article 150c points 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 management company of the EU AIF.

As regards to the notification letter, National Bank of Slovakia accepts the following template of the notification letter:

/en/financial-market-supervision1/supervision/collective-investment

All the information shall be sent electronically by the home competent authority of the foreign management company of the EU AIF to the following address: AIFMD.notifications@nbs.sk

By the cross-border distribution of the EU AIF, the EU AIF/ the manager of the EU AIF shall ensure the fulfilment of the conditions for the public offering according to the Article 159a of the ACI (Article 23 of the AIFMD) and in case of the public marketing to the qualified investors also the Article 150 of the ACI shall be followed. If the public marketing is addressed only to professional and qualified investors, it shall be clearly stated in all marketing materials (Art. 136(1) of the ACI.

The cross-border distribution of the EU AIF to the retail investors in the Slovak republic is allowed only on the basis of an authorisation granted by National bank of Slovakia according to the Article 148 of the ACI. Such EU AIF/AIFM shall ensure the fulfilment of the conditions for the public offering according to the Article 149 and the Article 150 of the ACI (Article 43a of the AIFMD).

Information on facilities to perform the task to retail investors according to the Article 150 point 1 of the ACI (Article 43a of the AIFMD) shall be provided in Slovak language. There wasn´t any regulation issued by National Bank of Slovakia which would indicate that other language could be used to provide this information to retail investors in the teritorry of the Slovak republic.

The distribution of the AIF by the third party distributors is considered as providing of the investment service defined in 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 2014/65/EU of the EUROPEAN PARLIAMENT AND OF THE COUNCIL of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU) and shall be performed according to the Article 58 of the ACI only by persons authorised 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 authorised to distribute the securities on the basis of their authorisation.

Disclaimer: National Bank of Slovakia has taken reasonable care to ensure that the information on the national provisions governing the marketing requirements for AIFs in Slovak republic included on this webpage is up-to-date and complete. National Bank of Slovakia 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.

Other requirements:

In addition to the provisions referred to above, which are set out specifically for the marketing of AIF, there may be other legal provisions that may apply when marketing them in 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. Marketing in 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.

Disclaimer: The following is a non-exhaustive list of national laws that could be applicable and National Bank of Slovakia is not liable for any omission in that list. Supervision of the requirements deriving from these laws is not under the supervision of National Bank of Slovakia. The applicability of these requirements, and any other legal requirements, should be assessed before marketing or investing in a 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

Relevant regulation:

Act. N. 203/2011 Coll. on collective investments (“ACI”):

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 („the AIFMD”)

Cross-border distribution of EU/non-EU AIFs to professional and qualified investors in the Slovak republic is allowed only if the National Bank of Slovakia 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).

AIFs are not obliged to notify the marketing communications to National Bank of Slovakia and there is no prior authorisation of National Bank of Slovakia for such marketing communications required. All marketing communication shall be in line with Article 151 of the ACI. No special reporting obligations are required (only on request).

General regulation regarding advertising to the consumers: