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Marketing of units of AIF in the Republic of Bulgaria by AIFM established in another Member State

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 provides and regulates the notification procedure in respect of the competent authorities of alternative investment fund managers (AIFMs) which intend to market the units of alternative investment funds (AIFs) in a Member State different from their home Member State. The provisions of the directive in the area of marketing of AIFs on the territory of the Republic of Bulgaria by AIFMs originating in another Member State are incorporated in the Bulgarian legislation, namely in article 249 of the Collective Investment Schemes and Other Undertakings for Collective Investments Act (CISOUCIA).
An AIFM originating in another Member State may manage an AIF established in the Republic of Bulgaria, or in another Member State, or an AIF established in a third country, on the territory of the Republic of Bulgaria, based on a notification received by the Financial Supervision Commission (FSC) from the competent authority of the home Member State of the AIFM.  The following information and documents are required to be attached to the notification:
1. data of the host Member State;
2. information about the name, Member State in which the alternative investment fund is established, and the address of the alternative investment funds, which the person intends to market;
3. the statute, rules and other instruments of incorporation of the alternative investment fund;
4. information about the name, place of establishment of the master alternative investment fund in the cases of a feeder alternative investment fund;
5. information about the name, Member State in which the seat or branch of the depositary are located, and the address of the depositary;
6. the information under Article 237, Paragraph 1 CISOUCIA and any other information provided to investors;
7. information about the measures for marketing of the units or shares of the alternative investment fund, as well as the measures to prevent marketing to non-professional investors, including where the alternative investment fund manager employs the services of third parties for the services provided to the fund.
After the home Member State competent authority of the AIFM has forwarded to FSC all the documents above, accompanied by an attestation verifying that the AIFM is authorized and its licence includes the management of AIF with the respective investment strategy, the AIFM has the right to market the units of the AIF on the territory of the Republic of Bulgaria, without being obliged to pay any fee to FSC. The notification letter and the attestation are to b e submitted in English.
The same requirements apply in case of further change or information update. In case of change in the information included in the notification letter, the respective AIFM should notify in writing FSC before implementing the change.
The marketing to retail investors is allowed only in accordance with the rules for national investment funds (NIF) (Art. 171 and following of CISOUCIA).
Legal requirements
1)     The format and content of the marketing material, including the identification of the information and documents to be notified to the authority prior to the commencement of marketing:
the rules for marketing materials for NIF apply only in case of AIF marketing to retail investors - Art. 182, par. 4 of CISOUCIA, and Art. 174 of Ordinance 44.
2)     Marketing communications are not verified by FSC.
3)     Marketing to retail investors or to professional investors:
Marketing to professional investors – AIFMD rules apply.
Marketing to retail investors is allowed only in case of NIFs where national rules apply (Art. 171 and following of CISOUCIA).
4)     Reporting obligations in relation to marketing – none;
5)     Passporting rules - Art. 249 of CISOUCIA.
6)     Distribution of funds established in a non-EU Member State under the national private placement regime (if applicable): N/A
7)     Distribution of open-ended AIFs and of closed-ended AIFs – the rules for both types of AIFs are the same in case marketed to professional investors. When marketed to retail investors, the NIF rules apply (Art. 171 and following of CISOUCIA).
8)     Denotification of arrangements made for marketing:
When a decision for cessation of marketing in Bulgaria of an EU-AIF is taken, FSC should be notified about that decision by way of an update of the marketing notification under Art. 32 of AIFMD.
9)     Any other rules governing marketing of UCITS applicable within the jurisdiction of the NCA:
Language requirements: Art. 193, para 2 of Ordinance 44.
At this point, there are n provisions about initial or subsequent registration fees for passporting of AIF established in another Member State, nor annual supervision fees for marketing of UCITS established in another Member State in Bulgaria.
The Bulgarian Collective Investment Schemes and Other Undertakings for Collective Investment Act (CISOUCIA) is available in English on FSC’s website: https://www.fsc.bg/en/markets/capital-market/legal-framework/laws/.
Ordinance No 44 of 20.10.2011 on the requirements to the activity of collective investment schemes, their management companies, national investment funds and managers of alternative investment funds is available in English on the  following link:
https://www.fsc.bg/en/markets/capital-market/legal-framework/ordinances/