AIFMD
CBI updated AIFMD Q&A
On 4 February the Central Bank of Ireland ("CBI") issued its 31st Edition of AIFMD Q&A, which includes a new Q&A at ID 1129 on Irish QIAIFs with UK AIFMs.
ESMA updated AIFMD Q&As
On 29 March 2019 ESMA published its updated AIFMD Q&As. Two Q&As have been added on the calculation of leverage under AIFMD.
European Parliament approves cross border distribution of collective investment funds proposals
On 16 April 2019 the European Parliament adopted provisional texts on the draft regulation on facilitating cross border distribution of collective investment funds, amending the EuVECA and EuSEF Regulations and covering marketing communications and EU Member States' marketing requirements; and the proposed directive amending the UCITS Directive and AIFMD relating to, among other things, pre-marketing and the discontinuance of marketing. See our previous client update from 8 February 2019.
Brexit
FCA TPR notification window
On 7 January 2019 the UK FCA announced the opening of the Temporary Permissions Regime ("TPR") window. As it currently stands, the notification window is open to 30 May 2019, following the delay in the UK's withdrawal from the EU.
Those firms, UCITS and AIF management companies who wish to temporarily continue their business in the UK under the TPR following the exit day have until 30 May 2019 to complete the application via the Connect system.
Management companies who completed the TPR application before the deadline was extended must contact the FCA in order to re-open their application. Requests to re-open the TPR application should be submitted to the FCA via email ( [email protected]) by 16 May 2019 and should include the management company's Firm Reference Number ("FRN").
Europe
France
AMF updated guide to drafting collective investment marketing materials and distributing collective investments
On 3 January 2019 the AMF published the revised guide (DOC 2011-24) which gives detailed guidance in relation to the drafting and distributing of CIS marketing materials. The guide covers structured funds, index funds, funds using Constant Proportion Portfolio Insurance ("CPPI") strategies, SOFICAs, real-estate funds and authorised venture capital funds.
AMF 2019 regulatory fees
On 4 April 2019 the AMF published a new declaration form which is to be completed by foreign registered UCITS and AIFs which have received authorisation for marketing in France and are subject to a fixed annual duty. The declaration includes a section with automatic calculation of the amount owing for each UCITS or AIF.
Italy
CONSOB DEPROF operating manual
On 1 January 2019 the new version of the DEPROF operating manual was introduced in order to facilitate the compilation and improve functionalities of the system.
The following changes are as follows:
- ELTIF: Addition of a new type of close fund that is domiciled in Italy or abroad.
- Performance fees: Are compulsory for any fund that is domiciled in Italy or abroad. If performance fees are applicable one of the following options should be selected: i) not provided ii) not received over the past year iii) received over the past year.
- In the case iii), when fees had been received, the percentage applied must be indicated, detailing the effective amount received over the past year by the fund as reported in the KIID.
CONSOB 2019 fees and payment deadlines
CONSOB has announced the regulatory fees for 2019 (currently available in Italian only) for UCITS and AIFs which are currently distributed in Italy. CONSOB will send payment notices to the relevant contact person in the UCITS or management company who is indicated in the CONSOB fee reporting.
The following fees apply for foreign UCITS distributed to professional investors:
- Stand-alone fund: €3,895
- Umbrella fund: €3,895
- Fees for foreign UCITS distributed to non-processing retail investors:
- Stand-alone fund: €3,895
- Umbrella fund: €3,895 plus €1,945 per active sub-funds distributed to retail investors in Italy starting from the third sub-fund plus where relevant €1,375 per sub-fund that was closed for subscription in 2018 but still has Italian investors (Sub-funds that are not distributed to retail investors are included in the fee of €3,895.)
Liechtenstein
Registration fees for foreign UCITS and AIFs
The FMA has published updated payment guidelines in relation to fees for registering foreign UCITS and AIFs. The FMA now require an upfront payment of CHF 500 per single fund and for an umbrella fund CHF 500, plus CHF500 for each sub-fund.
Luxembourg
CSSF Circular 19/708
On 29 January 2019 the CSSF issued Circular 19/708 on the electronic transmission of documents by undertakings for collective investments ("UCIs") to the CSSF. It covers UCIs, which include SEPCAVs ("Pension Savings Company with Variable Capital") and securitisation vehicles under the Law of March 22, 2004, in addition to fund management companies. The circular’s annex contains a list of documents to be submitted and the relevant nomenclature. The new rules came into effect on 1 February 2019 and these documents can only be transmitted to the CSSF electronically through a secured electronic transmission system; e-file or Sofie. The circular is currently available in French only.
Switzerland
Swiss distribution rules changes
As noted in our recent client update on 23 April 2019, changes are expected to the Swiss regulations on the obligations of foreign and domestic distributors of investment funds. A new Federal Act on Financial Services Act ("FinSa") and Federal Act on Financial Institutions ("FinIa") are expected to come into effect on 1 January 2020 and will lead to greater (although not complete) alignment between the Swiss rules and EU rules under MiFID II. FinIa contains a new authorisation requirement for independent asset managers and FinSa imposes new obligations on foreign and Swiss distributors of investment funds.
Asia Pacific
China
CBI approves China Bond Connect
On 21 March 2019 the CBI announced that it will allow Irish-domiciled UCITS and AIFs to invest in the Chinese interbank bond market via Bond Connect. Bond Connect is a scheme that enables investors from mainland China and overseas to trade in each other's bond markets through connection between the mainland and Hong Kong financial exchanges and supporting infrastructures.
Hong Kong
SFC Code on Unit Trusts and Mutual Funds
On 1 January 2019 the SFC published an updated Code on Unit Trusts and Mutual Funds ("UT Code") and associated revised forms for authorisation and maintenance of filings of domestic and foreign funds in Hong Kong. These amendments followed the updated consultation paper which sets out proposed amendments the regulatory regime for SFC authorised funds and deal with any risks posed by financial innovation and other market developments.
The main changes relating to the revised UT code include:
- Developing existing requirements for money market funds;
- Developing existing requirements for unlisted index funds and index tracking exchange traded funds;
- Authorising registration of active exchange traded funds;
- Codifying the requirements for registering closed-ended funds;
- Improving operational and disclosure requirements relating to valuation and pricing, termination of fund and financial reporting;
- Removal of references to Chapter 8.3 (warrant funds), Chapter 8.4A (futures and options funds)and Chapter 8.5 (guaranteed funds);
- Offering greater flexibility in permitted investments for plain-vanilla equity and bonds specifically regarding investments in derivatives in non-hedging purposes; and
- Strengthening requirements for key operators of the fund.
On 18 January 2019 the SFC published a presentation detailing the above mentioned changes to the UT code.
SFC FAQs on open-ended fund companies
On 11 January 2019 the SFC published updated FAQs adding question 21 which relates to the OFC structure in establishing closed-ended funds. An OFC is a corporate fund vehicle with a variable capital and it is not excluded from imposing redemption restrictions.
The General Principles in the OFC Code state that where an OFC imposes redemption restrictions, these restrictions should be clearly identified in the OFC's offering documents. A further update to the FAQs was issued on 26 March 2019 which included amendments to question 4 on fees payable for the establishment of an OFC.
SFC circular on licensing forms and annual returns
On 2 February 2019 the SFC released a circular relating to the new licensing forms and mandatory electronic submission of annual returns and notifications. A further circular was published on 25 March 2019 to all intermediaries, responsible officers and representatives in relation to the arrangements for the collection of annual licensing fees.
New unified tax exemption for onshore and offshore privately – offered funds
On 1 April 2019 the Hong Kong Inland Revenue (Profits Tax Exemption for Funds) (Amendment) Bill 2018 came into force. This represents an important development for Hong Kong's privately-offered funds industry. The amendments to the Hong Kong profits tax exemption regime will "unify" the tax exemption treatment for onshore and offshore privately-offered funds operating out of Hong Kong. The new regime has been designed to deal with the concerns raised by the Council of the European Union, in particular, the perceived "ring-fenced features" of the Hong Kong tax regime. In addition the legislation will improve the competitiveness of Hong Kong's fund industry by establishing a level playing field for all privately-offered funds which operate in Hong Kong and are subject to Hong Kong income tax, whether offshore or onshore.
FAQs on exchange traded funds and listed funds and leveraged products
On 2 April 2019 the SFC published their updated FAQs on Exchange Traded Funds and Listed Funds. The update includes the addition of question 12A which details if an ETF manager can provide remunerations and/or incentives to market makers for providing liquidity in the secondary market trading of SFC-authorised ETFs.
The SFC also updated their FAQs on leveraged and inverse products. A new question 19A deals with a leveraged and inverse product manager providing remunerations and/or incentives to market makers in the secondary market trading of SFC-authorised leveraged and inverse products.
How the Maples Group can help
Maples Group Global Registration Services ("Maples Group GRS") supports UCITS1 and AIFMs1 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.
Footnote
1 Domiciled in Ireland and Luxembourg.
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.
