Sales prospectus for the marketing of EU AIF or foreign AIF to retail investors

(1) The sales prospectus of the EU AIF or the foreign AIF must be dated and contain all particulars that are materially significant, at the time the application is made, for assessing the units or shares of the EU AIF or the foreign AIF. It must contain at least the particulars required under section 165(2) to (7) and (9). The sales prospectus of a closed-ended AIF need not contain particulars corresponding to section 165(3), point 2, and (4) to (7), but must instead contain particulars corresponding to section 269(2), points 2 and 3, and (3), and a notice of how the units or shares may be transferred, and, where applicable, notices corresponding to section 262(1), fourth sentence, section 262(2), third sentence, section 263(5), second sentence, and, where applicable, a notice of the manner in which their free tradability is restricted. The sales prospectus of a feeder AIF must, in addition, contain the particulars under section 173(1) or section 272b(1). In addition, the sales prospectus of an EU AIF or foreign AIF must in particular contain particulars 1. of the name or business name, legal form, seat, and the level of the subscribed and paid-up capital (share capital less outstanding contributions plus reserves) of the EU AIF or the foreign AIF, the AIF management company, the undertaking that has assumed the marketing of the units or shares within the scope of this Act (marketing company), and the depositary, 2. of the name or business name, seat, and address of the representative and the paying agents, 3. of the conditions under which investors may demand payment of the portion of assets attributable to the unit or share, and of the bodies responsible for the payment. The sales prospectus must further contain express notices that the EU AIF or the foreign AIF and its management company are not subject to State supervision by the Federal Institute. The Federal Institute may require that further particulars be included in the sales prospectus where it has grounds to believe that the particulars are necessary for the acquirer.
(2) The sales prospectus of EU AIF and foreign AIF whose investment policy is subject to requirements comparable to those for funds of hedge funds under section 225(1) and (2) must, in addition, contain particulars corresponding to the particulars named in section 228. The sales prospectus of EU AIF or foreign AIF whose investment policy is subject to requirements comparable to those for Other Investment Funds under sections 220, 221, 222 must, in addition, contain particulars corresponding to the particulars named in section 224(1). The sales prospectus of EU AIF or foreign AIF whose investment policy is subject to requirements comparable to those for real estate collective investment funds under section 230 must, in addition, contain particulars corresponding to the particulars under section 256(1). The sales prospectus of EU AIF or foreign AIF whose investment policy is subject to requirements comparable to those for infrastructure collective investment funds under section 260a must, in addition, contain particulars corresponding to the particulars under section 260d(1).
(3) For EU AIF management companies or foreign AIF management companies obliged under Regulation (EU) 2017/1129 to publish a prospectus, the minimum particulars to be included in that prospectus are governed by Regulation (EU) 2017/1129 and the requirements in Chapters II to IV of Delegated Regulation (EU) 2019/980. Where this prospectus additionally contains the particulars required under subsections (1) and (2), no separate sales prospectus need be prepared. Subsections (4) and (6) apply correspondingly.
(4) The following must further be enclosed with the sales prospectus as an annex: 1. an annual report under section 299(1), first sentence, point 3, whose reporting date may not be more than 16 months in the past, and 2. for open-ended AIF, where the reporting date of the annual report is more than eight months in the past, also a half-yearly report under section 299(1), first sentence, point 4.
(5) (repealed)
(6) The particulars of material significance in the sales prospectus must be kept up to date. For closed-ended AIF with a single marketing phase, this applies only for the duration of the marketing phase.
(7) Where an EU AIF management company markets units in an EU AIF investing predominantly in shares of a particular undertaking, within the scope of this Act, only to the employees of that undertaking or of undertakings connected with it, in the course of employee participation schemes or employee savings plans, only the requirements of the EU AIF's home Member State apply to the sales prospectus of this EU AIF.