UCITS passporting in Germany

EEA-UCITS Schemes may be distributed by their EEA Management Company in Germany by using the Marketing Passport. The Marketing Passport permits distribution of EEA UCITS Schemes to professional, semi-professional and retail investors in Germany. Marketing of EEA UCITS Schemes by third party distributors is subject to license requirements applicable to the relevant distributor. 

In order to obtain a Marketing Passport for an EEA UCITS Scheme, its management company must notify its HMSA which will notify the German Federal Financial Supervisory Authority (“BaFin”). The requirements for such notification are laid down in the national law which should be in accordance with Article 93 of the UCITS Directive. 

BaFin verifies whether (i) the notification letter submitted by the HMSA is transmitted in accordance with the model set out in Annex I to Commission Regulation (EU) N° 584 / 2010, (ii) the HMSA has issued a certification that the relevant UCITS is an EEA UCITS Scheme, (iii) the investment rules or the articles of association of the EEA UCITS Schemes, the prospectus and the latest annual report as well as the biannual report have been submitted either in German or in a language customary in the sphere of international finance, and (iv) whether the KIID has been submitted in German. The notification letter and the UCITS certification may be provided in a language customarily used in the sphere of international finance. 

Marketing in Germany may commence as soon as the HMSA has informed the EEA Management Company that its notification has been transmitted to BaFin. 

Agents: The EEA Management Company is no longer required to appoint an agent. It may appoint an information agent from whom investors may obtain information and documents and a paying agent responsible for processing subscription, payment, redemption and exchange orders. If an agent is appointed it is not required to have a physical presence within Germany.  

German supplement: The prospectus must contain a page-numbered information section for investors in Germany that is an integral part of the prospectus and is listed in the table of contents. The prospectus must be published in German or a language customarily used in the sphere of international finance. It must state details on the information agent, the paying agent and the publication medium. Such information must be included in the same language as that of the prospectus. 

German KIID: The key investor information document must be provided in German. It must also be made available on the website of the EEA Management Company. 

Publication of materials: The following must also be published in German or a language customarily used in the sphere of international finance: the annual,  the semi-annual and, to the extent issued, quarterly reports; the  fund rules or articles of association; the issue and redemption prices and other documents and information which are required to be published in the home Member State of the EEA UCITS Scheme. 

The EEA Management Company must notify and describe in a commonly used electronic format, any amendments to the investment rules or the articles of association, the prospectus, the annual report, the biannual report and the KIID to BaFin without delay and shall indicate where those documents can be obtained electronically. 

The discontinuation of marketing of EEA UCITS Schemes must be notified to BaFin through the HMSA of the EEA UCITS. 

Pre-marketing of UCITS is not permitted as the German definition explicitly refers to AIF.

For processing the notification, BaFin charges a fee of EUR 322 for each EEA UCITS Scheme or sub-fund. Proof of the payment of such fee must be attached to the notification.