AIFM passporting in Slovenia

EU AIFMs may perform management and marketing activities in Slovenia on a freedom of services and / or branch basis.  

EU AIFMs may exercise passport rights for marketing of EU AIFs and non-EU AIFs in Slovenia, after receiving a notice from its home State’s competent authority that the required notice and documents have been provided to the Slovenian Securities Market Agency (Agencija za trg vrednostnih papirjev, “ATVP”). 

In case the submitted documentation changes, such changes should be notified and the new documents provided to ATVP. 

EU AIFs managed by EU AIFMs may be distributed in Slovenia to Nonprofessional Investors if the requirements of the Investment Funds and Management Companies Act  
(“ZISDU3”) and the Guidance Notice on marketing of units of AIFs to the nonprofessional investors in the Republic of Slovenia issued by the ATVP are adhered to. 

Distribution of non-EU AIFs to nonprofessional investors is not permitted.  

A non-EU AIFM may provide services including marketing only if it obtains prior authorisation by the competent authority of the member state of reference and the passporting was conducted in Slovenia. ATVP will grant the approval if certain structural and documentary requirements are met. 

In case a non-EU AIFM has already obtained an approval in the member state of reference, notification process has to be performed in front of ATVP before starting marketing activities in Slovenia. 

Non-EU AIFMs must appoint a legal representative in Slovenia. Such legal representative shall represent the non-EU AIFM, act as a point of contact and be responsible for any official correspondence between the non-EU AIFM, competent authorities and investors. The legal representative is also responsible for compliance of the management and marketing activities of the non-EU AIFM with ZUAIS.

EEA and non-EEA AIFMs may exercise pre-marketing activities of AIFs to professional investors on the Slovenian market within the limited scope provided by the law.    

Pre-marketing activities shall not provide information that would i) enable potential investors to commit themselves to purchase units of an individual AIF, ii) be equivalent to the information contained in the documents required for the subscription for units of the AIF, whether in final or draft form, or iii) be equivalent to the information contained in the prospectus, instruments of incorporation or offer document of an AIF not yet established.

Where a draft prospectus or offer document is available, it must not contain sufficient information to enable potential investors to make an investment decision on the basis of that information alone. Such draft shall also contain certain disclaimers. 

The AIFM shall assure that investors do not acquire units of AIFs on the basis of pre-marketing activities. Any subscription by investors within 18 months after the AIFM has started pre-marketing the units of the AIF shall be deemed to be a marketing effect. 

ATVP charges a fee of up to EUR 315 for the notification process (in the case of umbrella schemes, each investment compartment is subject to the duty to pay fees) and an annual supervisory fee of EUR 840 per each EU AIF and non-EU AIF (in the case of umbrella schemes, each investment compartment is subject to the duty to pay fees) for supervising compliance with the rules regarding marketing of units or shares of an EU AIF managed by an EU AIFM to professional investors as well as for supervising compliance with the rules regarding marketing of units or shares of a non-EU managed by an non-EU AIFM.