GLOBAL REGISTRATION SERVICES

maples.com

Marketing UCITS and AIFs through the European Passport

While UCITS products have benefitted from the European Passport (the "Passport") for over 30 years, it is only since the introduction of AIFMD in July 2013 that alternative investment fund managers ("AIFMs") can now also have access to the Passport. This means that an EEA authorised AIFM ("EEA AIFM") which manages an EEA domiciled AIF ("EEA AIF") can market the EEA AIF to 'professional investors' in another EEA Member State ("Member State") using the Passport.

The Maples Group's Global Registration Services ("GRS") team has significant expertise in the global offering of funds and would be happy to assist with any queries you may have. This guide covers the Passport mechanism across the EEA. While Switzerland remains a key market for many managers distributing UCITS and AIFs, it is not a Member State which means there is technically no Passport mechanism. That said, there is a recognised and well established system for the offering of UCITS or AIFs in Switzerland. Please get in touch for further details.

MARKETING UCITS AND AIFS THROUGH THE EUROPEAN PASSPORT European Economic Area ("EEA")1 domiciled collective investment schemes are generally regulated as Undertakings for Collective Investment in Transferable Securities ("UCITS") or as alternative investment funds ("AIFs") under the Alternative Investment Fund Managers Directive ("AIFMD").

1EEA includes the 282 EU Member States plus Iceland, Liechtenstein and Norway (note: Switzerland is not an EEA member state).2To be reduced to 27 EU Member States following the UK's exit from the EU.

EUROPEAN PASSPORT - UCITS

The core requirements for carrying out the UCITS notification procedure are prescribed under EU law and are therefore harmonised in each Member State. However, some Host Member States have imposed additional requirements such as the appointment of a locally domiciled representative / agent, local publication requirements and / or

additional disclosures for local investors, further details of which are available on request. Notwithstanding this, the process for passporting a UCITS into one or more Member State(s) is quite streamlined and straightforward.

Once a UCITS is authorised in one Member State ("Home Member State"), it can be sold in any other Member State ("Host Member State"), subject to an application to the Home Member State national competent authority ("NCA") being made under the established UCITS notification procedure, as illustrated by the graph overleaf.

Home NCA informs UCITS of transmission

date for the notification file. Marketing can

commence immediately

Regulator-to-Regulator notification (no later than 10 working days

after receipt of the notification file)

Host NCA confirms completeness of the

notification file (within 5 working days)

InformsUCITS

Co-operation mechanism

Home NCA checks completeness of notification file

Marketing arrangements subject to Host NCA laws and supervision

Host NCA checks ex post

YESNO

Notification file (harmonised

content)

UCITS transmits notification file

and translations to its home NCA

authority

Note: CBI filing and / or approval requirements in relation to distribution / representative agent / paying agent agreements etc., and additional information for local investors

Notification to include:

1) Website where home and host NCAs can access fund documents;2) Classification and name of the entity in charge of marketing in each country;3) Details of the local (paying) agent, where applicable;4) Details of any person from whom investors may obtain information and documents;5) Name and place of the entity where the investors may obtain the net asset values, issue and redemption prices, the fund documents, including and as far as enabled, access to the material contracts arranged with the UCITS;6) Any additional information required by the host NCAs to be disclosed to unit holders or their agents;7) Details of the use of any exemptions that are available in a country in relation to marketing arrangements; and8) Upfront payment of local regulatory levies, where applicable.

Timing

Once the Passport application has been filed, the Home Member State NCA has up to 10 working days to review the application and transmit it to the Host Member State NCA. Following transmission, the Home Member State NCA immediately notifies the

UCITS, whereupon the UCITS may commence marketing in the Host Member State. The Host Member State NCA has 5 working days within which to raise queries regarding the Passport application.

Authorised UCITS

EUROPEAN PASSPORT – AIFSAn AIFM authorised in one Member State, can market an EEA AIF that it manages as follows:

(a) European Passport: An EEA AIF can be marketed to “professional investors” throughout the EEA using the European Passport after completing the application(s) to the AIFM's Home Member State NCA under the established notification procedure, as illustrated by the graph overleaf; or (b) Exceptions to European Passport: An AIFM will not be in a position to avail of the European Passport where it wishes to market an EEA feeder AIF with a master AIF domiciled outside the EEA (or a master AIF domiciled in the EEA which is not managed by an authorised EEA AIFM). In such cases, the AIFM may be in a position to avail of individual Member State national private placement regimes

("NPPRs"). We have extensive experience in the completion of NPPR registrations and would be happy to discuss any queries you may have.

Similar to the UCITS Passport, the core requirements / procedures for registering an AIF under the AIFMD Passport are harmonised throughout the EEA. Host Member States did, however, have the option of imposing additional requirements, such as the appointment of a locally domiciled representative / agent and / or additional disclosures for local investors. Only a small number of the main jurisdictions for distribution opted to impose additional requirements, meaning that the operation of the AIFMD Passport is generally very streamlined and harmonised throughout the EEA.

Home NCA informs AIFM of transmission

date for the notification file. Marketing to

professional investors can commence

immediately

Regulator-to-Regulator notification (no later

than 20 working days after receipt of the

notification file)

AIFM must give one month’s prior written

notice to its home NCA of any material change to any of the information

provided in the notification file

Authorised EU AIFM

InformsAIFM

Co-operation mechanism

Home NCA checks completeness of notification file

Marketing arrangements subject to Host NCA laws and supervision

Host NCA checks ex post

YESNO

Notification file (harmonised

content)

AIFM transmits notification

file to its home NCA

Note: CBI filing and / or approval requirements in relation to distribution / representative agent / paying agent agreements etc., and additional information for local investors

Notification to include:

1) AIFMs programme of operations identifying the AIF to be marketed;2) AIF rules;3) Identification of the depositary;4) Description of, or any information on the AIF which is available to investors; 5) Information on where the master AIF is established if the AIF is a feeder AIF;6) Any additional information referred to in Article 23(1) for each AIF the AIFM intends to market;7) Indication of the Member State in which it intends to market the AIF to professional investors; 8) Information about arrangements for the marketing of the AIF, including where relevant, information on arrangements to prevent the AIF from being marketed to retail investors. Including in the case where AIFM relies on activities of independent entities to provide investment services in respect of the AIF; and9) Upfront payment of local regulatory levies, where applicable.

Timing

The Home Member State NCA of the AIFM has up to 20 working days to review and transmit the documentation to the Host Member State NCA. The

AIFM will then be informed by the Home Member State NCA that marketing of the AIF may commence.

They have great strength in handling country registrations and all aspects of maintaining all regulatory filings...

Commercially minded, aware of new developments and very proactive…

They are outstanding on international aspects...

CHAMBERS EUROPE

Highly knowledgeable, proactive and, above all, pragmatic...

Exceptional technical knowledge...

LEGAL 500

Partners and associates are technically excellent and can be relied on for practical and sound business advice...

Maples is one of the key law firms in Ireland. They're very commercial, responsive and solutions-orientated...

IFLR

The Maples Group's Irish Legal services is independently ranked first among Irish law firms in Ireland in terms of total number of funds advised (based on the latest Monterey Ireland Fund Report, as at 30 June 2018).

PASSPORT MAINTENANCE

In the case of UCITS, this involves providing written notification to each Host Member State NCA where the UCITS is permitted to market and in some cases, publication in a local newspaper / local medium. As regards AIFs, a single written notification is made to the Home Member State NCA of the AIFM who in turn communicates the change(s) to the Host Member State NCAs. Ongoing filings may typically include the following:

• Changes to the information communicated under the notification procedure, e.g. change of service provider(s) (depositary, administrator, distributor etc), change of registered office (of ManCo, UCITS, AIFM, AIF etc.), change in the entities who will be responsible for marketing in the jurisdiction in question;

• Revisions to fund documentation e.g. material revisions to the programme of activity / operations, constitutive document of the UCITS / AIF, prospectus, supplement, KIIDs, publication of (semi-) annual financial reports;• Creation of and intention to market new share classes (or closure / liquidation of sub-funds or share classes);• Notices to investors, particularly those relating to change of investment terms (e.g. change in investment objective and / or investment policy / strategy, changes to fees etc.). In the case of AIFs, certain changes are regarded as material and must be notified to the AIFM’s home NCA at least one month before implementing a planned change or immediately after an unplanned change has occurred; and• AIFMs are also required to carry out so-called 'Annex IV reporting' in respect of each EEA AIF which it manages.

4There are similar ongoing reporting obligations for non-EEA AIFMs who access the market through NPPRs. However, as non-EEA AIFMs do not have a home NCA, notifications are sent to the host NCA of each jurisdiction where the AIF is marketed.

Once marketing approval is received, the UCITS and / or AIFM must undertake ongoing filing and reporting obligations in order to maintain the European Passport.

TAX AND REGULATORY

OFFERING UCITS / AIFS OUTSIDE THE EEA

While entirely unrelated to the Passport, one further important consideration is whether tax reporting will be undertaken in each particular jurisdiction, thereby facilitating a more preferential tax treatment for local investors. We recommend that you discuss this with the fund auditors / administrators with a view to optimising tax treatment in each jurisdiction.

The procedure for offering UCITS / AIFs outside the EEA is country-specific and would need to be considered on a country by country basis. Irish and Luxembourg funds are widely distributed in over 70 jurisdictions globally. In an environment where asset managers look toward new markets in an effort to raise capital, we understand the importance of providing global coverage in the delivery of our services. The Maples Group's GRS team has established excellent relationships with a global network of experts and has experience in advising on market entry requirements in those key jurisdictions where funds are distributed.

KEY COMPONENTS OF OUR GRS OFFERING

Initial Registration Ongoing Maintenance

Market Intelligence / Initial Market Entry

• Pre-analysis of market entry requirements and associated costs

• Advice on permissibility of pre-marketing activities

Ongoing Regulatory Compliance and Filings

• Ongoing regulatory compliance and filings where UCITS/AIFs are approved / registered to be marketed

• Monitoring and ongoing review of local securities laws >70 jurisdictions

• Analysis of changes to fund documentation to determine the extent of modifications required for local investor disclosures

• Pro-active follow-up / undertaking of deadlines for filings linked to financial statements, KIIDs, annual updates, etc.

• Preparation of filings to Host Member State NCA linked to registration of new share classes / sub-funds, as well as liquidation / de-registration of new share classes / sub-funds

• Quarterly compliance reports to board of directors

• Quarterly market update

Restricted Offerings

• Securities laws for >70 global locations

• Private placement, including AIFMD (NPPR (Art. 36 and 42) compliance and filing)

• Pre-analysis of the requirements in each target market (i.e. applicable private placement exemption, local entities, specific investor documents, local publications, costs, etc.) >70 global locations

EEA Passport / non-EEA Registration

• EEA Passport (UCITS & AIFMD) – covering UCITS domiciled in both Ireland and Luxembourg

• Non-EEA registration e.g. registration in Switzerland, Asia, Latin America

• Assistance in sourcing local agents, managing translations, etc.

• Preparation and filing of notification package with relevant Home Member State NCA

• Addressing any follow-up queries received from Home Member State or Host Member State NCA

MAPLES GROUP'S GRS EXPERTISEThe Maples Group has unrivalled expertise in the structuring,establishment and ongoing operation of Irish funds, as well as the distribution of funds globally.

Our GRS team provides clients with a fully integrated and seamless service to support all passport / registration application(s) as well as providing robust support to ensure all necessary ongoing regulatory reporting obligations are

fulfilled in each jurisdiction where the fund(s) are passported /registered for sale. We act as a single point of contact in all aspects of UCITS and AIF registrations, allowing clients to free up valuable internal resources.

For more information contact:

Emma ConatyHead of Global Registration ServicesLegal Services+353 1 619 2708emma.conaty@maples.com

The Maples Group is a leading service provider offering clients a comprehensive range of legal services on the laws of the British Virgin Islands, the Cayman Islands, Ireland, Jersey and Luxembourg, and is an independent provider of fiduciary, fund services, regulatory and compliance, and entity formation and management services. The Maples Group distinguishes itself with a client-focused approach, providing solutions tailored to their specific needs. Its global network of lawyers and industry professionals are strategically located in the Americas, Europe, Asia and the Middle East to ensure that clients gain immediate access to expert advice and bespoke support, within convenient time zones.

maples.com