Information duties towards semi-professional and professional investors, and liability

(1) A professional investor or semi-professional investor interested in acquiring a unit or share must be provided, before the conclusion of a contract, with the most recent annual report under sections 67, 101, 102, 106, 107, 120 to 123, 135 to 137, 148, 158 to 161, or Article 22 of Directive 2011/61/EU. In addition, they must be provided with the following information, including all material changes, in the manner determined in the investment conditions, articles of association, or partnership agreement of the AIF:
1. the name, and a description of the investment strategy and objectives of the AIF;
2. a description of the types of assets in which the AIF may invest and of the techniques it may employ, and of all associated risks;
3. a description of any investment restrictions;
4. particulars of the seat of any master AIF and of the seat of the target investment funds, where the AIF is a fund of funds;
5. a description of the circumstances under which the AIF may employ leverage, the types and sources of leverage permitted and the associated risks, a description of any other restrictions on the use of leverage, and of the maximum level of leverage that the AIF management company may employ for the account of the AIF, and of the handling of the reuse of collateral and assets;
6. a description of the procedures by which the AIF may change its investment strategy or its investment policy, or both;
7. a description of the main legal implications of the contractual relationship entered into for the purpose of making the investment, including information on the competent courts, the applicable law, and whether there are legal instruments providing for the recognition and enforcement of judgments in the territory where the AIF has its seat;
8. the identity of the AIF management company, of the depositary of the AIF, of the auditor, or of other service providers, and an explanation of their duties and of the rights of investors;
9. a description of how the AIF management company satisfies the requirements of section 25(6) or of Article 9(7) of Directive 2011/61/EU;
10. a description of all management functions delegated by the AIF management company under Annex I to Directive 2011/61/EU, and of all custody functions delegated by the depositary; the designation of the delegate, and a description of all conflicts of interest that may arise from the delegation;
11. a description of the AIF's valuation procedure and of the calculation methods for the valuation of assets, including the procedures for the valuation of assets that are difficult to value, under sections 278, 279, 286, or under Article 19 of Directive 2011/61/EU;
12. a description of the AIF's liquidity risk management, including the redemption rights under normal and exceptional circumstances, and the existing redemption arrangements with investors, and the availability and conditions for the use of the liquidity management tools selected under section 30a(1) or (3);
13. a description of all charges, fees, and other costs, stating the respective maximum amounts, borne directly or indirectly by investors, together with a list of the fees, charges, and other costs borne by the capital management company in connection with the management of the AIF and directly and indirectly attributed to the AIF;
14. a description of how the AIF management company ensures fair treatment of investors, and, whenever investors receive preferential treatment or an entitlement to it, an explanation of
a) that treatment,
b) the type of investors who receive such treatment, and
c) where applicable, the legal or economic links between those investors and the AIF or the AIF management company;
15. a description of the procedures and conditions for the issue and sale of units or shares;
16. the most recent net asset value of the AIF, or the most recent market price of the units or shares of the AIF, under sections 278 and 286(1) or under Article 19 of Directive 2011/61/EU;
17. particulars of the AIF's historical performance, where available;
18. the identity of the prime broker, a description of all material arrangements between the AIF management company and its prime brokers, including how related conflicts of interest are resolved, and the provision contained in the contract with the depositary on the possibility of a transfer or reuse of assets of the AIF, together with particulars of any transfer of liability to the prime broker;
19. a description of when and how the information required under section 308(4), second sentence, in conjunction with section 300(1) to (3), or under Article 23(4) and (5) of Directive 2011/61/EU, is disclosed;
20. the information named in Article 14(1) and (2) of Regulation (EU) 2015/2365, in Articles 6 to 9 of Regulation (EU) 2019/2088, and in Articles 5 to 7 of Regulation (EU) 2020/852.
(2) The person interested in acquiring a unit or share must be notified of any existing arrangement that the depositary has made to contractually discharge itself from liability under section 88(4). Section 297(7) and section 305 apply correspondingly.
(3) Section 306(1), (3), (4), and (6) applies correspondingly, with the proviso that "sales prospectus" is replaced by "information under section 307(1) and (2)", and that the liability provisions relating to the key investor information do not apply.
(4) Where the AIF management company is obliged, under Regulation (EU) 2017/1129, to publish a securities prospectus, it must disclose the particulars named in subsection (1) either separately or as supplementary particulars in the securities prospectus.
(5) (repealed)