Investor Presentaiton

CROSS-BORDER DISTRIBUTION OF INVESTMENT FUNDS PRE-MARKETING Definition of 'pre-marketing' / further conditions Current position • AIFMD regulates “marketing”, which is broadly defined as a "direct or indirect offering or placement" • This wide definition has led to uncertainty and divergence on what is and is not "marketing" across the EU New Position • A definition of 'pre-marketing' is introduced into AIFMD: provision of information or communication, direct or indirect, on investment strategies or investment ideas - by an EU AIFM or on its behalf - to potential professional investors domiciled or with a registered office in the Union in order to test their interest in - - an AIF or a compartment which is not yet established, or which is established, but not yet notified for marketing in accordance with Article 31 or 32, - in that Member State where the potential investors are domiciled or have their registered office and which....does not amount to an offer or placement to the potential investor to invest in the units or shares of that AIF or compartment" Conditions for 'pre-marketing' • Information presented may not: (a) be sufficient to allow investors to commit to acquiring units or shares of a particular AIF; (b) amount to subscription forms or similar documents whether in a draft or a final form; or (c) amount to constitutional documents, a prospectus or offering documents of a not-yet-established AIF in a final form. • EU AIFMs shall ensure that investors do not acquire units or shares in an AIF through pre-marketing and • Investors contacted as part of pre-marketing may only acquire units or shares in that AIF through marketing permitted under Article 31 or 32 of the AIFMD. • Any subscription by professional investors, within 18 months of the EU AIFM having begun pre-marketing should be considered to be the result of marketing and should be subject to the applicable notification procedures in AIFMD • An EU AIFM should send, within 2 weeks of having begun pre-marketing, an informal letter about its marketing to its home member state NCA. The home member state NCA shall promptly inform the competent authorities of the Member States in which the EU AIFM is or was engaged in pre-marketing. • EU AIFMS should ensure that their pre-marketing is adequately documented • But what about third county AIFMs? CLIFFORD CHANCE | 4

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