National provisions governing the marketing requirements for UCITS and AIFs

August 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 UCITS

The legal framework applicable for the marketing of UCITS in Romania is represented by GEO no. 32/2012 and RO ASF Regulation no. 9/2014 issued for the application of this emergency ordinance. These normative acts can be accessed at the following link:

https://asfromania.ro/uploads/articole/attachments/6086cf2de9e59744382276.pdf - only in romanian language. translation will be available as soon as possible.

Regulation no.9/2014 on the Authorisation and Operation of Investment Management Companies, Undertakings for Collective Investment in Transferable Securities and of the Depositaries of Undertakings for Collective Investment in Transferable Securities 

According to art. 97 of GEO no. 32/2012 all the marketing materials addressed to investors must be clearly identifiable as such, correct, clear and not misleading and must not contain messages that contradict or diminish the significance of the information contained in the prospectus and of the KID. They must indicate the existence of a prospectus and the KID and must specify where and in which language investors and potential investors can obtain this information or how they can access it. The dissemination of any marketing material is allowed only according to RO ASF regulations regarding the content and structure of the marketing materials, namely in accordance with art. 188-193 of RO FSA Regulation no. 9/2014. The marketing communications are not subject to prior authorisation by the RO ASF.

According to the above-mentioned articles of RO ASF Regulation no. 9/2014, the management company of an UCITS has the obligation to make available to RO ASF at its request, all the marketing materials. If any marketing materials or information published or disseminated are not observing the provisions of RO ASF Regulation no. 9/2014, RO ASF requests the management company of an UCITS the withdrawal of the published material or prohibits the continuation of its dissemination until it is revised in order to comply with the legal provisions.

With regard to the passporting rules, UCITS authorized in other Member States may distribute their units in Romania based on the notification procedure provided by the above mentioned emergency ordinance, respectively at art. 173-177. The UCITS notified for distribution in Romania have the obligation to provide to Romanian investors all the information and documents that UCITS has the obligation to provide to investors from its home member state, according to the provisions of chap. IV section 5 "Rules on transparency and marketing" of GEO nr. 32/2012.

The Romanian legal framework does not contain provisions with regard to the de-notification of arrangements made for marketing, such provisions will be in place after the publication and entry into force of the draft law transposing CBDF Directive.

Specific information for marketing in Romania of units or shares issued by UCITS from other EU Member States, in compliance with the provisions of Art. 175 (1) of GEO no. 2012/32 can be found, according to art. 195 of RO FSA Regulation no. 9/2014, on the RO FSA website HERE. The information will be updated following the entry into force of the draft law transposing CBDF Directive.

Disclaimer: RO ASF has taken reasonable care to ensure that the information on the national provisions governing the marketing requirements for UCITS in Romania included on this webpage is up-to-date and complete. RO FSA 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.

 

Marketing requirements for AIFs

The legal framework applicable for cross-border distribution and marketing of AIFs in Romania is represented by Law no. 74/2015 and RO FSA Regulation no. 10/2015 issued for the application of this law. Also, Law no. 243/2019 and RO FSA Regulation no. 7/2020 contain provisions with respect to marketing communications rules for AIFs distributed to retail investors.

These normative acts can be accessed at the following link: https://asfromania.ro/en/a/941/administratori-de-fonduri-alternative-de-investitii-%28afia%29https://asfromania.ro/uploads/articole/attachments/6038f00c3f8b6985269976.pdf  and

Regulation no. 7/2020 on the authorization and operation of alternative investment funds.

Therefore, according to art. 53 of RO FSA Regulation no. 7/2020 marketing communications of AIFs distributed to retail investors must be accurate, clear, identifiable as such and fairly describe the risks and benefits of investing in the respective AIF, in accordance with the transparency requirements set out in Regulation (EU) no. 2019/1156 on facilitating the cross-border distribution of collective investment undertakings and amending Regulations (EU) no. 345/2013, (EU) no. 346/2013 and (EU) no. 1.286/2014.

The AIFMs that manage the AIF distributed to retail investors apply accordingly the provisions of art. 188-190 and art. 192 of the RO FSA Regulation no. 9/2014 regarding marketing communications. Moreover, according to art. 54 of RO FSA Regulation no. 7/2020 the AIFM exercises at least annually an ex-post check-up regarding the monitoring of the "target markets" and the distribution channels of the units/ shares of retail AIFs they manage, in order to identify marketing activities that do not comply with the provisions of the incorporation documents or marketing materials of the respective retail AIF. The marketing communications are not subject to prior authorisation by the RO FSA.

Also, art.52 paragraph (3) of Law no.243/2019 stipulates that the dissemination to the public of any document or advertising material by the F.I.A.I.P. (i.e. alternative investment fund for professional investors) is accompanied by a written warning that investments in equity securities issued by these entities are intended exclusively for professional investors with an advanced degree of financial knowledge.

As a general rule for the cross-border distribution of EU AIFs in Romania, EU AIFMs can distribute the EU AIFs they manage in Romania only to professional investors based on the notification procedure provided in art. 32 of Law no. 74/2015 and in art. 37-39 of RO FSA Regulation no. 10/2015 issued for its application. Moreover, according to art. 38 of RO FSA Regulation no. 10/2015 for the application of the provisions of letter g) of Annex no. 2 of Law no. 74/2015 (which transposes AIFMD), written or audiovisual advertising, as well as direct contact of Romanian investors via telephone or internet, at the initiative of AIFM, are strictly prohibited.

By derogation from art. 32 of Law no. 74/2015, EU AIFs may be distributed to Romanian retail investors only if they meet certain conditions provided in art. 40 of RO FSA Regulation no. 10/2015, namely if the respective AIF complies with the conditions regarding investment limits and the reporting, transparency and marketing requirements currently applicable to AIFs established in Romania which publicly raise financial resources (e.g.: AIF distributed to retail investors) and if the entities that distribute the units/ shares of the respective AIF (mentioned in art. 37 para. (3) of the same regulation) are authorized to provide the MiFID investment advice activity.

The Romanian legal framework does not contain provisions with regard to the de-notification of arrangements made for marketing, such provisions will be in place after the publication and entry into force of the draft law transposing CBDF Directive.

Disclaimer: RO ASF has taken reasonable care to ensure that the information on the national provisions governing the marketing requirements for UCITS in Romania included on this webpage is up-to-date and complete. RO ASF 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: N/A

 


29/07/2021
GDPR

www.asfromania.ro utilizează fisiere de tip cookie pentru a personaliza si imbunatati experienta ta pe website-ul nostru. Inainte de a continua navigarea pe www.asfromania.ro, te rugam sa aloci timpul necesar pentru a citi si intelege continutul Politicii de Cookie. Prin continuarea navigarii pe website-ul nostru confirmi acceptarea utilizarii fisierelor de tip cookie conform Politicii de Cookie. In orice moment poti modifica setarile acestor fisiere cookie urmand instructiunile din Politica de Cookie.