This practical handbook gives a comprehensive legal overview of regulatory issues for non-German investment companies which intend to sell the units of their investment funds in Germany. It provides useful legal information for entering the German market. The authors explain the conditions in which non-German investment products come within the scope of the German Investment Act (regulated investment funds). This book assists the readers in distinguishing between the strict boundaries of private placements and the wider rules of public distribution. Readers are provided with a legal overview in relation to the private placement of regulated investment funds, including hedge funds. This book also deals with the notification of UCITS ('Undertakings for Collective Investment in Transferable Securities' which comply with the UCITS Directive 85/611/EEC) with the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) for public distribution in Germany, and sets out an investment company's regulatory reporting and information duties to German unitholders and the BaFin subsequent to a notification for public distribution. The authors explain distribution and marketing rules which apply to foreign regulated investment funds in Germany. They outline the licence requirements for foreign distributors. Consumer-related issues, such as rights of revocation, consumer information and prospectus liability are also covered. This handbook sets out the requirements for listing Exchange Traded Funds on a German stock exchange and deals with continuing listing obligations and the inclusion of foreign investment funds in stock exchange trading without the issuer's consent.

CHAPTER 3 - PRIVATE PLACEMENTS: The Investment Act provides a regulatory framework for public marketing and distribution of foreign investment funds in Germany, but not for their private placement. Consequently, there are no market access barriers for private placements of non-German investment funds. If a foreign Investment Company restricts its fund marketing and distribution to private placements, no notification needs to be made with the BaFin. Hence the boundary between public offer and private placement is important. The following explanations apply only to the marketing and distribution of investment funds, both UCITS and non-UCITS, as defined in the Investment Act (see chapter 2.1), but not to other fund-like products which are subject to different regulatory regimes. Each marketing event needs to be judged on its own merits. In some cases it might be difficult to determine if an activity constitutes a private placement or if it crosses the line and amounts to a public offer. In practice, private placements play a more significant role for non-UCITS than for UCITS, because UCITS with their EU passport can relatively easily gain access to the public market in Germany by filing a notification with the BaFin (see chapter 4.1). Non-UCITS on the other hand are either banned altogether from public marketing in Germany, for instance regulated single hedge funds (see chapter 2.1.2.2.2), or have to make a complex and often time-consuming registration with the BaFin before they can lawfully commence public marketing in Germany (see chapter 2.1.2.2).

• Marketing

• Foreign Investment Funds

• Germany

• Investmentfonds

• Deutschland

• Investment

Dr. Kathrin Schmidt LL.M. (Cambridge) is a German attorney-at-law (Rechtsanwältin). She has worked for eight years with two leading German and international law firms in Frankfurt and London, advising non-German investment funds on matters of German regulatory law. Kathrin Schmidt received a doctor’s degree from the Humboldt University of Berlin and a Master of Laws degree from the Cambridge University. She completed her undergraduate legal education at the Universities of Frankfurt, Passau and Lausanne. Katja Simone Wülfert LL.M. (Miami) is admitted as a German attorney-at-law (Rechtsanwältin). She has worked for leading German and international law firms since 2001, advising non-German investment funds on matters of German regulatory law. Katja Simone Wülfert was awarded a Master of Laws degree in International Law by the University of Miami. She completed her legal education at the Universities of Bayreuth, Lausanne and Miami. Katja Simone Wülfert worked as graduate research assistant in academia in Switzerland and the United States.