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National provisions governing the marketing requirements for AIFs

National (Slovak) provisions governing requirements for marketing alternative investment funds (AIFs) in Slovakia

Last updated: 14.2.2024

This page contains information on the national laws, regulations and administrative provisions governing marketing requirements for AIFs, in accordance with 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 in Slovakia

National laws, regulations and administrative provisions governing marketing requirements in the territory of Slovakia for foreign collective investment undertakings which are alternative investment funds, including EuVECAs, EuSEFs and ELTIF funds, pursuant to Article 4(1)(a) of Directive 2011/61/EU of the European Parliament and of the Council (these entities are hereinafter referred as ‘AIFs’; the Directive, as the ‘AIFMD’):

Act No 203/2011 on collective investment (the ‘ACI’):

A. Format and content of marketing materials

No regulations issued by Národná banka Slovenska prescribe the format and content of marketing communications and materials (including the identification of marketing information and documents).

B. Verification and prior approval of marketing communications

Marketing communications and materials need not be sent to Národná banka Slovenska in advance; they are not checked, verified, approved or subject to prior approval by Národná banka Slovenska prior to the marketing of the AIF in Slovakia.

C. Reporting obligations in relation to marketing materials

All marketing communications of the AIFs must conform to the requirements laid down in Section 151 of the ACI. There is no special reporting required. Národná banka Slovenska is entitled to require AIFs to submit marketing materials for the purpose of assessing their compliance with applicable regulations in accordance with Section 151(7) of the ACI.

D. Notification and authorisation regime (passporting)

The distribution of securities or equity participations of foreign AIFs can be carried out only for professional investors or qualified investors in accordance with Section 60 et seq. of the ACI and Section 147 of the ACI. An exception to this rule may be granted by authorisation of Národná banka Slovenska for the distribution of a foreign AIF to retail investors pursuant to Section 148 of the ACI.

The cross-border distribution and cross-border management of European AIFs (“EU AIFs”) must be carried out in compliance with Section 60 of the ACI. The cross-border distribution of EU AIFs must also comply with Section 147 of the ACI with reference to Sections 150b or 150d of the ACI. The cross-border distribution of a non-EU AIF must also comply with Section 147 of the ACI, either with reference to Sections 150e, 150f or 150g of the ACI if it is managed by an EU AIF manager, or with reference to  Section 150h of the ACI if it is managed by a non-EU AIF manager not authorised pursuant to Section 66c of the ACI.

Pre-marketing of EU AIFs in the territory of Slovakia must comply with Section 147a of the ACI (Article 30a of the AIFMD). Information under Section 147a(6) of the ACI (Article 30a(2) of the AIFMD) must be sent by the competent authority of the home Member State of the EU AIF manager to Národná banka Slovenska, either in paper form to the prescribed postal address – Národná banka Slovenska,  Imricha Karvaša 1, 813 25 Bratislava – or by email to AIFMD.notifications@nbs.sk. The (informal) letter/email must specify the Member States in which the pre-marketing is taking or has taken place (also indicating the relevant time periods) and give a brief description of the pre-marketing including information on the investment strategies presented and a list of the AIFs (and compartments of AIFs) which are or were the subject of pre-marketing.

An EU AIF manager authorised pursuant to Article 6 of the AIFMD may commence cross-border activities in the territory of Slovakia either via the establishment of a branch or under the freedom to provide services on the basis of a notification under Section 66a of the ACI, except if the AIF manager intends only to distribute an EU or non-EU AIF in the territory of Slovakia.

Marketing for retail investors: The cross-border distribution of a foreign AIF to retail investors in the territory of Slovakia can be carried out only under  an authorisation granted by Národná banka Slovenska pursuant to Section 148 of the ACI. The EU AIF or the EU AIF manager must comply with the requirements laid down in Section 150 of the ACI (Article 43a of the AIFMD).

Information on measures adopted to ensure that  facilities are available for retail investors pursuant to Section 150(1) of the ACI (Article 43a of the AIFMD) must be provided in Slovak. Národná banka Slovenska has issued no legislation authorising the use of another language for this purpose.

As regards the public offer of an EU AIF, the EU AIF and EU AIF manager must comply with the requirements laid down in Section 159a of the ACI (Article 23 of the AIFMD).

Marketing for professional and qualified investors: The cross-border distribution of an EU AIF to professional investors and qualified investors as defined in Section 3 of the ACI can be carried out only by an AIF manager authorised pursuant to Article 6 of the AIFMD, on the basis of a notification under Section 150d of the ACI (Articles 31 and 32 of the AIFMD).

The notification must include:

a) identification of the AIF and the AIF manager, including contact details;

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

c) information and documents referred to in Section150b(1)(a) to (f) of the ACI (Article 32 of the AIFMD);

d) information on the manner of distribution of the AIF;

e) information on the arrangements established to prevent the units or shares of the AIF from being distributed to retail investors; and

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

Regarding the public offer of an EU AIF, the EU AIF and the EU AIF manager must comply with the conditions under Section 159a of the ACI (Article 23 of the AIFMD), and regarding the public offer of an EU AIF to qualified investors, they must in addition comply with the conditions under Section 150 of the ACI (Article 43a of the AIFMD). If a public offer is only for professional and qualified investors, this fact must be clearly disclosed during the public offer (Section 147(1) of the ACI).

Distribution of non-EU AIFs under the national regime for non-public offers:

The cross-border distribution of a non-EU AIF by a foreign EU AIF manager (i.e. established in an EU Member State) can be carried out in the territory of Slovakia on the basis of a notification under Section 150f or Section 150g of the ACI. The cross-border distribution of a non-EU AIF by a foreign non-EU AIF manager can be carried out in the territory of Slovakia pursuant to Section 150h of the ACI. These provisions do not differentiate between public and private offers.

Any changes to information contained in notifications of cross-border distribution of EU/non-EU AIFs must be made in accordance with Section 150c(4) to (6) of the ACI (Article 32(7) of the AIFMD).

De-notification of arrangements made for marketing as regards the cross-border distribution of an EU/non-EU AIF must be carried out in accordance with Section 150c(7) to (13) of the ACI (Article 32a of the AIFMD).

The notification letter, any changes to information contained in notification, and any de-notification must be sent by electronic means to the competent authority of the AIF manager’s home Member State.

As regards the notification letter template, Národná banka Slovenska accepts the notification letter template used by the competent authority of the AIF manager’s home Member State or as well as the template published online at the following link:

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

The address to be used by the competent authority of AIF manager‘s home Member State  when forwarding all such information to NBS by electronic means is AIFMD.notifications@nbs.sk

AIF distribution by third party distributors is considered to fall within the provision of investment services under Annex I Section A of the MiFID Directive, 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 place, and, pursuant to Section 58 of the ACI, it must be carried out only by persons authorised to provide such investment services under applicable legislation of the Member State in which the distribution takes place, or by financial institutions with appropriate authorisation for the distribution of securities.

Distribution of open-end AIFs and closed-end AIFs: The promotion of a closed-end AIF must include a notice that the unit-holder (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 was created (Section 151(5) of the ACI).

Disclaimer: Národná banka Slovenska has taken reasonable care to ensure that the information on the national provisions governing marketing requirements for AIFs in Slovakia included on this webpage is up-to-date and complete. Národná banka Slovenska is not responsible for maintaining external websites, nor is it liable for any error or omission on any external website to which hyperlinks are provided on this webpage.

E. Other requirements

Under Article 7 of the PRIIPS Regulation, the key information document of an AIF  marketed in Slovakia must be written in:

  • the official language, ​​or in one of the official languages, used in the part of the Member State where the AIF is distributed (note: the official language in Slovakia is Slovak pursuant to Act No 270/1995 on the state language of the Slovak Republic, as amended); or
  • another language accepted by the competent authorities of Slovakia (note: Národná banka Slovenska has not issued any legislation in this regard).
  • If the key information document is written in a language other than the above, 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 arrangements for ensuring compliance with Section 150(1) of the ACI must be provided in Slovak, as Národná banka Slovenska has not issued any legislation authorising the use of another language for this purpose.

In addition to these provisions laid down specifically for the marketing of AIFs in Slovakia, such activity may be subject to other legal provisions on marketing in Slovakia not specifically designed for the marketing of AIFs, depending on the individual situation of those involved in the marketing of shares or units of the AIFs, for example the following:

  • Section 73d(1) of Act No 566/2001 on securities and investment services (hereinafter the ‘ASIS’), which states that investment firms must provide investors with  necessary information in a comprehensible form so that investors correctly understand the nature and risks of the investment service and of the specific type of financial instrument offered and, consequently, can take investment decisions on an informed basis;
  • Section 73c of the ASIS requires that all information, including marketing communications addressed to clients or potential clients, be fair, clear and not misleading. Marketing communications must be identifiable as such.
  • Section 33(7) of Act No 186/2009 on financial intermediation and financial advisory services (hereinafter the ‘AFI’) requires that the information provided by a financial agent or financial advisor to a client be, among other things, complete, accurate, true, understandable, clear, transparent and not misleading, and provided in the Slovak language or in another agreed upon language.

Marketing in Slovakia may trigger the application of other legal requirements, such as those related to unfair commercial practices, general information obligations towards consumers, general requirements for advertising and general information obligations in regard to electronic commerce. When marketing AIFs to retail or qualified investors, it is also necessary to take account of other legislation concerning investor or consumer protection. The information provided to investors/consumers must be comprehensible for them and in accordance with the principles of good conduct. When deciding on what kind of language to use in marketing materials for retail and qualified investors, considering the purpose, content and scope of the information, it is also necessary to take into account the requirements of the following legislation:

  • Act No 266/2005 on the protection of consumers in respect of the distance marketing of financial services 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 principles of good conduct and with principles of fair trading, so that the commercial purpose of the information is clear’; information must be up-to-date, complete and true. Furthermore, the consumer must be informed, prior to the conclusion of a distance contract or before the consumer is bound by the offer of a financial service, about the supplier, about the financial service, about the distance contract, about the way claims and complaints are handled and about the possibility of out-of-court handling of complaints, about the existence of other guarantee funds or compensation systems. (See especially Sections 4 to 9.)
  • Act No. 147/2001 on advertising lays down a general requirement that advertising meet the requirements for public speech and, in respect of the Slovak language, adhere to the principles of language culture, rules of grammar and spelling, rules of pronunciation, and established professional terminology (see Sections 3 and 4).
  • Act No. 250/2007 on consumer protection (see Sections 3, 6, 7, 8 and 9).
  • Act No. 22/2004 on electronic commerce (see Section 4).

Disclaimer: This is a non-exhaustive list of national laws that may be applicable, and Národná banka Slovenska is not liable for any omission in the list. Compliance with the requirements arising from these laws is not subject to the supervision of Národná banka Slovenska. The applicability of these requirements, and any other legal requirements, should be assessed before investing in or marketing an AIF. In case of uncertainty, those investing in or marketing an AIF should obtain independent advice as to the requirements that apply to their specific situation.

Summary of the marketing requirements for AIFs

Relevant law:

Key provisions: Sections 3, 58, 60, 66a, 136(1), 147-150, 150c, 150d, 150f, 150g and 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 Slovakia is allowed only if Národná banka Slovenska has been duly notified in accordance with the ACI. Distribution of EU/non-EU AIFs to qualified and retail investors must comply with the conditions laid down in Section 150 of the ACI (Article 43a of the AIFMD). Cross-border distribution of a foreign AIF to retail investors in the territory of Slovakia can be carried out only under an authorisation granted by Národná banka Slovenska pursuant to Section 148 of the ACI.

Marketing communications and documents need not be sent to Národná banka Slovenska; they are not subject to checking, approval or prior approval by  Národná banka Slovenska. All marketing communications must comply with Section 151 of the ACI. There are no special reporting obligations (only on request).

Legislation of general application regarding advertising to consumers:

Key provisions: Sections 73c and 73d

Key provisions: Section 33

Key provisions: Sections 3, 6, 7, 8 and 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 006/2004 of the European Parliament and of the Council (‘Unfair Commercial Practices Directive’)

Key provisions: Sections 3, 4, 5, 6, 7, 8 and 9

Key provisions: Sections 3 and 4

Key provisions: Section 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’)