SCANNING 3

SWITZERLAND

Implementation of the revised SFAMA Guidelines on Distribution and Transparency Background The revised Swiss Collective Investment Schemes Act (CISA) and the revised Swiss Collective Invest- ment Schemes Ordinance (CISO) entered into force on March 1, 2013. This revision process led to the issuance of a new circular of the Swiss Financial Market Supervision Authority (FINMA) regarding “Distribution of Collective Investment Schemes” (FINMA-Circ. 2013/9). This Circular entered into force on October 1, 2013. In this context, the Swiss Funds & Asset Manage- ment Association (“SFAMA”) issued on May 22, 2014 its revised Guidelines on the Distribution of Collective Investment Schemes (“Distribution Guideline”) as well as its revised Guideline on Duties Regarding the Charging and Use of Fees and Costs (“Transparency Guideline”). These Guidelines have been recognized as a mini- mum standard by the FINMA, meaning that they are of general application. They entered into force on July 1, 2014. What’s in there? The Guideline on Distribution imposes obligations on the promoters as well as on the distributors them- selves. Fund promoters must (1) select distributors with due diligence, (2) enter into distribution agreements on the basis of the template to be issued by the SFAMA, (3) control and monitor the distributors and (4) issue internal directives, which set out the policy and the guiding principles applicable to the selection and monitoring of distributors. The scope of the duties imposed on distributors depends on the regulatory status of investors. Non-qualified investors must be informed in a full extent (about the risks as well as about the adequa- cy of the investments with their needs). Distributors are also required to select and monitor the sub-dis- tributors who must comply with the Provisions for Distributors as well. The Guideline on Transparency first imposes a gen- eral duty to disclose information regarding fees and costs in the funds documentation. It then specifies

that payments of retrocessions or rebates are not prohibited per se. These payments shall be clearly disclosed and be granted on objective criteria. What’s next? As of July 1, 2014, the Distribution Guideline is ap- plicable to all distributors and representatives which have started their activities after March 1, 2013. Ex- isting distribution agreements must be amended by June 30, 2015. According to the Transparency Guideline, fund man- agers and SICAVs must amend the funds documen- tation and submit it for approval by FINMA before March 1 st , 2015. Regarding foreign funds distrib- uted to non-qualified investors in Switzerland, the respective fund documentation must be amend- ed and submitted for approval by FINMA before July 1 st, 2015. THE TRANSPARENCY GUIDELINE IS AVAILABLE HERE. THE DISTRIBUTION GUIDELINE IS AVAILABLE HERE. FRANCE Publication of AMF’s Instruction extending measures related to passports of “AIFM” management companies Background The AIFM Directive has been implemented into French law on July 27 th , 2013.

What’s in there? The French Financial Markets Authority (AMF) updat- ed on June 27 th 2014 its 2008-03 Instruction upon modification of the AIFMD (article 33) by the MIF II Directive (article 92) which shall allow this extension. This update shall allow management companies which only have an AIFM agreement to provide abroad their consulting services for investment, re- ception-transmission and mandate. From now on, appendix 6.3 of the 2008-03 Instruc- tion specifically mentions the possibility to provide abroad investment services only. Publication of AMF’s guide and instruction on the different marketing regimes in France for UCITS and AIFs Background The AIFM Directive has been implemented into French law on July 27th, 2013. What’s in there? The AMF published on June 30 th 2014 a guide on marketing regimes for UCITS and AIFs in France (2014-04 Position) as well as an instruction on the marketing procedure for AIFs’ units or shares (2014- 03 Instruction). The 2014-04 Position clarifies the definition of mar- keting UCITS or AIFs’ units or shares in France and describes the different regimes applicable to these THE UPDATED 2008-03 INSTRUCTION IS AVAILABLE HERE : INSTRUCTION AMF N°2008-03

page 12 - Scanning - September 2014