Global Registration Services - Market Update, Q3 2013

2013年 10月 4日

Welcome to Maples and Calder's quarterly newsletter on fund management where we provide you with a global update on issues affecting the cross border marketing and distribution of investment funds.

For more about our practice group please click here

The Alternative Investment Funds Manager Directive ("AIFMD") 2011/61/EU

AIFMD has now been implemented into the following EEA countries: Austria, Croatia, Cyprus, Czech Republic, Denmark, France, UK, Germany, Ireland, Luxembourg, Malta, Netherlands and Sweden.

For further details on AIFMD marketing and transitional rules please contact us.


Belgium – AIFMD – Q&A

On 3 July 2013, the FSMA issued a Q&A document on the transitional rules that will apply with regard to AIFMD.  The applicable transitional period commenced on 22 July 2013 and ends on 22 July 2014 following which all internal or external alternative investment fund managers ("AIFMs") will have to submit an application for authorisation to permit them perform AIFMD activities.

Belgium – FSMA Announcements/ Advertisements

On 11 July 2013, the FSMA issued a circular (reference FSMA_2013_13 of 27 June 2013) to clarify and explain the local marketing material rules together with the methods and procedures for approval by the FSMA relating to announcements, advertisements and other items relating to a public offer of open-ended collective investment schemes.

Belgium – Directive 2010/173/EU

On 6 August 2013, the FSMA published Directive 2010/83/EU amending the Prospectus and the Transparency Directives in the Belgian State Gazette.  The Law (which is available in French and Dutch) classifies the amendments to the Belgian Prospectus Law which the FSMA already applied in practice since 1 July 2013 for offers under the Prospectus Directive, however the Law now extends the new rules to offers that fall outside the scope of the Prospectus Directive.  The FSMA has also amended other various Belgian laws regulating financial markets including the Law on Collective Investment Undertakings and the Takeover Law.

Cyprus – Update on MOUs

On 18 September 2013, CySEC announced the signing of memoranda of understanding ("MoUs") with various non-EU countries for the enhancement of supervision of AIFMs.

Please click here for the CySEC announcement

France – French Collective Investments

On 12 June 2013, the AMF launched a public consultation to Book II of its General Regulation on service providers in respect of AIFMD.  This guide outlines new measures applicable to French collective investment schemes and also takes into account the transposition of AIFMD into French law.

France – Marketing of Structured Financial Instruments to Retail Investors

On 27 September 2013, the AMF added to its policy no. 2013-12 in order to tighten security for structured financial instruments including foreign UCITS marketed in France.

Please click here for further details

Luxembourg – Guidance on AIFMD Law

On 18 June 2013 the CSSF issued a FAQ document giving guidance on AIFMD in relation to the registration or authorisation under the AIFMD law of 12 July 2013

Please click here for further details

Switzerland – Revised Market Conduct Rules

In August 2013, FINMA issued Circular 2013/08 updating market conduct rules for the securities market which took effect on 1 October 2013 and revisions to the Stock Exchange Act and the Stock Exchange Ordinance.  Compared to the previous FINMA Circular, the revised Circular includes more stringent provisions for the market participants – particularly in terms of organisational requirements which may result in additional administrative burdens. 

Please click here for further details

Switzerland – Distribution of Collective Investment Schemes

On 10 September 2013, FINMA issued its new Circular 2013/9 "Distribution of collective investment schemes" which came into force on 1 October 2013 and will substitute the existing Circular (FINMA-Circ. 2008/8).  The updated Circular provides an in depth description of the term "distribution of collective investment schemes" and has been modified to correspond with the conditions of the revised Collective Investment Schemes Act and Collective Investment Schemes Ordinance, which became law on 1 March 2013 (further details of which are outlined in our Q1 Market update).

UK – Rules and Guidelines on AIFMD

On 28 June 2013 the FCA published a policy statement containing the FCA's final rules and guidelines relating to the UK's implementation of AIFMD.

During August 2013, they also published notes to assist with the completion of the AIFMD national private placement regime ("NPPR") notification forms which were published in July 2013 together with FAQs.


Hong Kong – SFC signs MoU with European authorities on supervision of AIFMDs

On 17 September 2013, the SFC entered into MoUs with 28 EU competent authorities concerning consultation, cooperation and the exchange of information related to the supervision of AIFMD entities.

Hong Kong – Update to FAQ on the Post Authorisation Compliance Issues

On 16 September 2013, the SFC updated Questions 7 (relating to the proposed change of controlling shareholder of a key operator of a scheme) and 14 (regarding prior notice requirements to be provided to holders for any proposed change in the controlling shareholders of the scheme's HK representative of SFC-authorised unit trusts and mutual funds).

Please click here further details:
Hong Kong – Update to FAQ on the Code of Unit Trusts and Mutual Funds

In July 2013 the SFC updated Question 34A (and subsequently paragraph 34A(c)(ii)) regarding dividend disclosure in its FAQ on the Code.

On 27 August 2013 the SFC reiterated their rules regarding the offer and promotion of collective investment schemes to the public reminding those intending to market a collective investment scheme that breaching the provisions may constitute a criminal offence.

Singapore – Consultation Paper

On 17 September 2013 the MAS issued a consultation paper on draft regulations pursuant to the Securities and Futures Act and Financial Advisers Act.  Amongst the proposed changes are changes to the Product Highlight Sheet ("PHS") for certain offers of securities; timely and ongoing disclosures to investors; advertisements of certain offers to give fair and balanced views and comply with certain restrictions.

Please click here for further details

Asia – Update on Asia Region Funds Passport

On 20 September 2013 a statement of intent was signed by the Finance Ministers of Singapore, Australia, Korea and New Zealand to jointly develop the Asia Region Funds Passport ("ARFP") on cross border offering of funds in Asia.

Please click here for further details

How Maples can help

Maples Global Registration Services ("Maples GRS") supports UCITS  and AIFMs in their multi-market distribution strategies by providing an integrated global network of experts coordinated by a dedicated central team supporting all legal and regulatory aspects governing the cross border marketing of investment funds on both a private placement and public offer basis.

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