ITALY Law and Practice Contributed by: Emidio Cacciapuoti, Giorgio Bobba and Davide Massiglia, ADVANT Nctm
• they do not constitute an offering or invitation to subscribe shares or units of an AIF; and • the information included therein is not com - plete and could be subject to change, and therefore investors should not rely on it. From a procedural standpoint, the AIFM must send a pre-marketing notification to CONSOB within 14 days from the pre-marketing start date, and such notification must contain: • a list of the member states, including possibly Italy, in which pre-marketing is taking or has taken place; • the period of time during which pre-marketing is taking or has taken place; • a brief description of the activity carried out within the context of pre-marketing, including the information on the presented investment strategies; and • where relevant, a list of AIFs or sub-funds that are or have been the subject matter of pre- marketing. It is worth noting that any subscription of units or shares of AIFs made by professional investors within 18 months from the pre-marketing start date indicated by the AIFM in the above-men - tioned notification will be considered the result of the pre-marketing activities, if the object of said subscriptions are the units or shares of the AIF indicated in the information provided within the context of the pre-marketing activities, or of the AIF established as a result of said activities. Pre-marketing activities on behalf of an AIFM can only be carried out by the following third parties: • investment companies authorised under Directive 2014/65/EU;
• banks authorised under Directive 2013/36/ EU; • management companies of UCITS authorised under Directive 2009/65/EC; • Italian asset management companies and EU AIFMs authorised under Directive 2011/61/ EU; and • entities acting as tied agents pursuant to Directive 2014/65/EU. The above-mentioned provisions on pre-market - ing do not apply to sub-threshold Italian AIFMs. 2.3.6 Rules Concerning Marketing of Alternative Funds Please see earlier in 2.3 Regulatory Environ- ment . 2.3.7 Marketing of Alternative Funds Please see 2.2.3 Restrictions on Investors . 2.3.8 Marketing Authorisation/Notification Process Italian AIFMs willing to market a reserved AIF (either Italian or EU) must submit advance noti - fication to CONSOB, and can start marketing once the relevant no-objection communication has been issued by the competent authority. The notification must include the rules govern - ing the AIF, the offering document, and informa - tion requested by Article 43 of the UFA, such as the identity of the custodian, the description of the AIF (including information on the term of the AIF, the investment policy, the level of fees and whether the AIF accumulates or distributes the proceeds) and the other documentation listed under Annex III or IV of the AIFMD, as applicable. In addition, the potential target market (positive and negative) must be identified in advance and disclosed to the competent authority. The pro - cess takes around 60 days. This regime is not
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