Worldwide: Global Registration Services – Market Update, Q3- Q4 2014

Last Updated: 23 February 2015
Article by Emma Conaty and Helena Dalton


Swiss distribution rules deadline

Given that the deadline is approaching, those funds which are distributed in Switzerland to qualified and non-qualified investors should organise themselves to appoint a Swiss representative and Swiss paying agent before 1 March 2015.


Co-Operation Agreements

On 14 October 2014, ESMA published an updated table regarding signed cooperation agreements under the AIFMD 2011/61/EU.

Please click here for further details.

Implementation Update:


On 1 July 2014, the Norwegian transposition of AIFMD entered into force. The Directive has not yet been formally incorporated into the EEA agreement. However, the Norwegian AIFM Act (AIFMA) transposes further EEA obligations corresponding to AIFMD (with the exception of provisions concerning ESMA).


AIFMD came into force in Belgium on 27 June 2014.


Austria: Qualified Private Investor

Due to the recent changes in the implementation of AIFMD, subsequent to 1 August 2014, a new type of investor group (qualified private investor) has been defined to ease the distribution of certain alternative investments under special circumstances.

Belgium: Reporting obligations of AIFMs

On 1 September 2014, the Belgian FSMA issued a circular regarding the reporting obligations of AIFMs to the FSMA. This informs the relevant managers of the contents and modalities for filing the reports they are required to provide to the FSMA in compliance with the Law of 19 April 2014 on AIFs and their managers.

Please click here for further details.

United Kingdom: AIFMD Notification of Changes

The FCA updated its AIFMD National Private Placement Regime ("NPPR") page to emphasise the need to notify them of any changes to the information which the AIFMs may previously have submitted to them.

Please click here for further details.

Cyprus: Registration of AIFMs

In June 2014, the Cyprus SEC issued a Circular CI56-2014-20 regarding the arrangements for registration of AIFMs who do not exceed the threshold of section 4(2) of the Alternative Investment Fund Managers law of 2013 (L.56 (I)/2013). The purpose is to draw attention to the previous circular CI56-2013-01 which issued on 26 July 2013. The relevant entities that are obliged to register include AIFs authorised under the Investment Services and Activities and Regulated Markets Law or Credit Institutions that manage International Collective Investment Schemes licensed under the International Collective Investment Schemes Law of 1999 and other AIFs; self-managed international collective investment schemes licensed under the International Collective Investment Schemes law of 1999; and approved investment companies of the Cyprus Securities and Stock Exchange Law if they are self-managed, or their manager if they are externally managed.

Please click here for further details.

France: Authorisation Procedure for Investment Management Companies

In April 2014, the AMF detailed the authorisation procedures and process for investment management companies, and certain disclosure obligations and passporting procedures for French investment management companies and foreign management companies.

Please click here for further details.

Germany: Guidance on notification procedure

On 12 September, BaFin issued a guidance note on the requirements for foreign AIFs (AIF management companies intending to distribute shares or units in a foreign AIF or an EU-AIF managed by them to professional and semi-professional investors within the Federal Republic of Germany). At present, foreign AIF management companies must comply with the notification procedure pursuant to section 330 of the German Capital Investment Code. The guidance note sets out information relating to the submission of notifications; the time limits for the assessment of notifications; content of the notification letter; and supporting documents to be submitted together with the notification letter. Also, notifications regarding umbrella funds and additional requirements, which apply to notifications regarding feeder AIF and to notifications in case of an intended distribution to semi-professional clients, are referred to. BaFin has stated that the notification letter can be either in German or in English. In addition, importance has been placed on the duties of the management company (e.g. to submit to the BaFin the annual report to BaFinof the notified AIF within six months from the end of each business year at the latest; notify BaFin of any material changes; providing information on its business activities on BaFin's request; and to comply with reporting and information requirements). These are to be complied with until all investors in the respective AIF, who are resident in Germany, have terminated their investments. The notification procedure pursuant to section 330 KAGB is only to be complied with until such date as specified in the delegated act of the European Commission to be issued in accordance with Article 66(3) and Article 67(6) sub-section 6 of AIFMD. This means that the notification procedure pursuant to Section 330, KAGB will no longer apply with the entry into force of the European passport regime for non-EU AIF management companies pursuant to AIFMD.

Please click here for further details.

Italy: Marketing UCITS Funds

Since September 2014, UCITS funds can offer their shares to retail clients in Italy via a listing on Borsa Italia as long as they appoint an authorised broker; the fund is authorised on an institutional basis; and the NAV is available via the Borsa Italia. Borsa Italiana has announced that from September 2014 it is possible to list UCITS funds on the Italian exchange even if they are not ETFs. The listing procedure is similar to ETF listing. A prerequisite for the listing would be that the UCITS has notified via its home regulator to Consob the intention to market its shares in Italy vis-ŕ-vis institutional investors.

The trading on the Italian exchange will have certain peculiarities. In particular, this market segment is not guaranteed by a central counterparty. The UCITS must appoint a market maker in Italy (specialist) who will be in charge of covering the difference between buy and sell orders. Buy and sell orders for the UCITS shares (to be sent by number of shares) shall be sent to the market via a trader (broker dealer) admitted to trade on Borsa Italiana everyday between 8 and 11am and will be matched by the system after 11pm, if there are differences between the number of shares requested for purchase and those offered for sale, the specialist will intervene for the difference.

Formal timeline for listing approval is 60 days but Borsa is usually available to consider shorter times on a case by case basis.

There will be listing fees to be paid to Borsa on admission to listing and on an ongoing basis, as well as annual registration and listing fees payable to Consob (similar to ETFs).

For further details please contact a member of our Global Registration Services team.

Luxembourg: Article 42 AIFMD Information Form and updated FAQ including guidance on Articles 25 and 37 and AIFMD reporting obligations

In July 2014, the CSSF published a guidance on the notification to it by non-EU AIFMS of their intention to market their EU and non-EU AIFs to professional investors in Luxembourg pursuant to Article 42 of AIFMD.

Please click here for a copy of the form.

On 29 December 2014, the CSSF published an updated FAQ which provides guidance on the notifications under Articles 25 and 37 of AIFMD and on AIFMD reporting obligations. AIFMs established before 22 July 2014 and having been authorised between 1 October 2014 and 31 December 2014 are required to submit their first report covering the period from 1 October 2014 to 31 December 2014 by 31 January 2015 (15 February 2015 where the AIF is a fund of funds).

Please click here for a copy of the FAQ.

Malta: AIFMD National Private Placement Regime

On 22 September 2014, the MFSA issued a circular to the financial services sector on the AIFMD NPPR which refers to the publication of a set of documents formalising the implementation of the NPPR in Malta. The NPPR allows AIFMs to market AIFs in instances where these cannot be marked in terms of the passporting regimes outlined in Articles 31 to 33 of AIFMD.

Please click here for a copy of the Circular.

Spain: CNMV Fees

On 1 October 2014, a new law which regulates the fees to be paid to the CNMV was published. There is no longer a fee based on a percentage of the expected marketing volume meaning there are now two types of fees payable which will depend whether the CIS is a UCITS or not. An initial registration fee will be paid at the registration time of the CIS with the CNMV. Ongoing supervision fees will be paid at the beginning of each year and cover the work carried out by the CNMV to ensure compliance by the foreign CIS with the requirements for marketing in Spain. For a UCITS the initial registration fee is €1,000 (one off) and €2,500 which is an annual fee (payable in January). For a non-UCITS, the initial registration fee is €2,500 (one off) and an annual fee of €3,000 (payable in January). The new fees took effect on 1 January 2015.

Ireland: AIFMD – Q&A and Reporting Guidance for Alternative Investment Fund Managers

On 12 August 2014 the Central Bank published an update to Reporting Guidance for AIFMs. The guidance note provides information to AIFMs on the reporting requirements relating to the extension of the Central Bank's Online Reporting System to AIFMs.

Please click here for a copy of the guidance note.

On 5 November 2014, the Central Bank published eleventh and third editions of its respective AIFMD and UCITS Q&A documents.

Please click here and here for copies of the updated Q&As.


Hong Kong – Update to FAQ

On 17 June 2014, the Securities and Futures Commission of Hong Kong updated Question 2 (relating to application procedures for authorisation of Unit Trusts and Mutual Funds) and Question 6A is added.

Please click here for further details.

Hong Kong – Management Companies of SFC authorised ETFs and Unlisted Index Funds

On 4 July 2014, the SFC issued a circular which provides the disclosure requirements of tracking difference and tracker error. These requirements are applicable to all SFC-authorised ETFs.

Please click here for further details.

Taiwan: Financial Statement of Offshore Funds

On 11 August 2014, SITCA provided updated requirements in relation to the publication of Chinese summary financial statements. The publication date of the annual report and semi-annual report of foreign funds, having more than 50% of AuM held by Taiwanese investors, should be the same date in Taiwan as in the home jurisdiction of the fund.


Peru: New Rules on Investment Instruments

In September 2014, new rules came into force which related to a Resolution which was published on 3 March 2014 regarding investment in funds that use derivative instruments by the local pension funds. Some of the new rules are as follows:

Foreign funds that operate under the scope of the SBS should now be registered in each Private Funds Administrators ("PFA") Eligibility List in order to be subject of investment; each PFA is now required to determine the eligibility of the investment instruments and operations on which they plan to invest, including those that use derivative instruments; the PFA should manage an Eligibility List, in which it includes all the funds and instruments complies with all the necessary rules established by the SBS and meet its investment policies; if a fund or instrument does not meet the requirements determined by law and the investment policies, the PFA is required to remove such fund or instrument from its Eligibility List (and through it, determine that it is no longer eligible for investment), and inform the SBS; each PFA must obtain a special permit from the SBS to invest in the derivative instruments. For some derivative instruments, the PFA will not require a prior authorisation from the SBS, so long as it complies with the requirements described in Article 175 of the Compendium; the PFA is entitled to invest in instruments that use derivatives without prior authorisation from the SBS, provided they are used for hedging purposes only and do not exceed the investment limits described in article 75-B of Title VI of the Compendium.


Israel: Market open to Foreign Investment Funds

On 30 July 2014, the Joint Investment Trust Law 1994 was amended. When the full implementing provisions have been enacted (which is likely to be approved in 2015) it will be possible to offer units in Israel if the foreign fund meets certain requirements such as: net asset value of the fund is at least $50 million and its units must be available for purchase in the US or EU (UCITS only); the total value of the foreign fund's assets and client portfolios managed by the fund manager, a person controlling it or a company controlled by such person is at least US $20 billion; unit prices of the foreign fund are regularly published on a website and be freely available to the public; the foreign fund manager deposits a bank guarantee issued by a bank in Israel for at least NIS 1 million (or equivalent value thereof in securities) for the benefit of Israeli Securities Authority ("ISA") or, in lieu of a bank guarantee, a deposit in an account at a bank in Israel; the manager of the foreign fund appoints a representative in Israel to serve as liaison between itself and the ISA and between itself and the unitholders in Israel.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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Emma Conaty
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