Article 23
Transparency
1.
The units or shares of an ELTIF shall not be marketed in the Union without prior publication of a prospectus.
The units or shares of an ELTIF shall not be marketed to retail investors in the Union without prior publication of a key information document in accordance with Regulation (EU) No 1286/2014.
2.
The prospectus shall include all information necessary to enable investors to make an informed assessment regarding the investment proposed to them and, in particular, the risks attached thereto.
3.
The prospectus shall contain at least the following:
(a)
a statement setting out how the ELTIF's investment objectives and strategy for achieving these objectives qualify the fund as long-term in nature;
(b)
(c)
information to be disclosed to investors pursuant to Article 23 of Directive 2011/61/EU, if it is not already covered under point(b) of this paragraph;
(d)
a prominent indication of the categories of assets in which the ELTIF is authorised to invest;
(e)
a prominent indication of the jurisdictions in which the ELTIF is allowed to invest;
(f)
any other information considered by the competent authorities to be relevant for the purposes of paragraph 2.
3a.
The prospectus of a feeder ELTIF shall contain the following information:
(a)
a declaration that the feeder ELTIF is a feeder of a master ELTIF and as such permanently invests 85 % or more of its assets in units or shares of that master ELTIF;
(b)
the investment objective and policy of the feeder ELTIF, including the risk profile and whether the performance of the feeder ELTIF and the master ELTIF are identical, or to what extent and for which reasons they differ;
(c)
a brief description of the master ELTIF, its organisation, its investment objective and policy, including the risk profile, and an indication of how the prospectus of the master ELTIF can be obtained;
(d)
a summary of the agreement entered into between the feeder ELTIF and the master ELTIF or of the internal rules on the conduct of business referred to in Article 29(6);
(e)
how the unit- or shareholders may obtain further information on the master ELTIF and the agreement entered into between the feeder ELTIF and the master ELTIF referred to in Article 29(6);
(f)
a description of all remuneration or reimbursement of costs payable by the feeder ELTIF by virtue of its investment in units or shares of the master ELTIF, as well as of the aggregate charges of the feeder ELTIF and the master ELTIF.
4.
The prospectus and any other marketing documents shall prominently inform investors about the illiquid nature of the ELTIF.
In particular, the prospectus and any other marketing documents shall clearly:
(a)
inform investors about the long-term nature of the ELTIF's investments;
(b)
inform investors about the end of the life of the ELTIF as well as the option to extend the life of the ELTIF, where this is provided for, and the conditions thereof;
(c)
state whether the ELTIF is intended to be marketed to retail investors;
(d)
explain the rights of investors to redeem their investment in accordance with Article 18 and with the rules or instruments of incorporation of the ELTIF;
(e)
state the frequency and the timing of distributions of proceeds, if any, to investors during the life of the ELTIF;
(f)
advise investors that only a small proportion of their overall investment portfolio should be invested in an ELTIF;
(g)
describe the hedging policy of the ELTIF, including a prominent indication that financial derivative instruments may be used only for the purpose of hedging risks inherent to other investments of the ELTIF, and an indication of the possible impact of the use of financial derivative instruments on the risk profile of the ELTIF;
(h)
inform investors about the risks related to investing in real assets, including infrastructure;
(i)
inform investors regularly, at least once a year, of the jurisdictions in which the ELTIF has invested.
5.
In addition to the information required under Article 22 of Directive 2011/61/EU, the annual report of an ELTIF shall contain the following:
(a)
a cash flow statement;
(b)
information on any participation in instruments involving Union budgetary funds;
(c)
information on the value of the individual qualifying portfolio undertakings and the value of other assets in which the ELTIF has invested, including the value of financial derivative instruments used;
(d)
information on the jurisdictions in which the assets of the ELTIF are located.
Where the ELTIF is marketed to retail investors, the manager of the ELTIF shall include in the annual report of the feeder ELTIF a statement on the aggregate charges of the feeder ELTIF and the master ELTIF. The annual report of the feeder ELTIF shall indicate how the annual report of the master ELTIF can be obtained.
6.
Upon the request of a retail investor, the manager of the ELTIF shall provide additional information relating to the quantitative limits that apply to the risk management of the ELTIF, the methods chosen to that end, and the recent evolution of the main risks and yields of the categories of assets.
( 8 ) Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ L 168, 30.6.2017, p. 12).