Representation of Foreign Collective Investment Schemes in Switzerland

Transcription

1 Representation of Foreign Collective Investment Schemes in Switzerland Lugano Fund Forum 24 November

2 Agenda BNP Paribas Group BNP Paribas Securities Services Distribution Terms Legal Consequences Examples Summary Representation of foreign collective investment schemes in Switzerland 2

3 BNP Paribas Group Among only 28 global banks with G-SIFI status Present in 78 countries Nearly 190,000 employees Well-balanced and diversified business model Corporate Investment Banking Strong universal bank 1/3 1/2 Retail Banking Safe and robust Leader of the Eurozone in Banks and Financial Services EUR 4.8 billion of net income attributable to equity holders in 2013 One of the best capitalised global banks in the world Solvency ratio of 10.3% Common Equity Tier 1 (CET1), Basel 3 fully loaded The Group s core capital has more than doubled compared with year-end 2008 Strong liquidity position Substantial surplus of stable funding of EUR 101 billion (versus EUR 69 billion in 2012) Sizeable liquidity reserve of EUR 247 billion Investment Solutions 1/6 One of the best rated banks in the world No. 1 global bank for CSR practices by Including Securities Services All figures as at 4 April Vigeo s indices honour companies with the best performances in Corporate Social Responsibility in an investment universe 3

4 BNP Paribas Group BNP Paribas Securities Services Distribution Terms Legal Consequences Examples Summary Representation of foreign collective investment schemes in Switzerland 4

5 BNP Paribas Securities Services Our growth in figures Assets under administration Assets under custody Transactions settled Number of funds administered Employees worldwide USD 1,544 bn +7% vs. Q USD 9,447 bn +18% vs. Q million +16% vs ,067 31/12/2013 8,225 31/12/ June 5

6 BNP Paribas Securities Services 8,225 employees 90 different nationalities 71% outside France 8 average years of service per employee Average age participants in 320+ industry workgroups in 19 countries 47% women 53% men 26,000 in house training program participants 20+ board chairs held in market infrastructures and industry associations 6

7 BNP Paribas Group BNP Paribas Securities Services Distribution Terms Legal Consequences Examples Summary Representation of foreign collective investment schemes in Switzerland 7

8 Distribution Terms Distribution Qualified Investor Distribution to Qualified Investors Distribution to Non-Qualified Investors (retail investor) Legal consequences of distribution 8

9 Distribution - Terms Definition Distribution The offering of collective investment schemes or advertising for collective investment schemes includes Offering: Effective offer for the conclusion of the contract Advertising: Use of any marketing material 9

10 Distribution - Terms Exceptions - No Distribution Offering and advertising towards regulated financial intermediaries Acquiring Collective Investment Schemes - based on instructions or upon the initiative of the investor - within the scope of a written discretionary asset management agreement Written, contractual and long-term consultancy agreement Price publication without any contact details Offering of Employee Participation Schemes in form of Collective Investment Schemes 10

11 Distribution - Terms Distribution to qualified investors Public entities and retirement schemes with professional treasury operations Companies with professional treasury operations Wealthy private person having applied to be treated as qualified investor ( opting-in ) either - with CHF & experience or training or - with CHF 5 million Private person with discretionary asset management agreement with - a regulated financial intermediary or - an independent asset manager (under certain conditions)* * Must be subject to the Federal Act on Anti Money Laundering and to the rules of conduct of an organisation of his industry which are recognised as minimal standard by the FINMA and the asset management agreement must comply with the guidelines of an organisation of the industry, recognised as minimal standard by the FINMA 11

12 Distribution - Terms Distribution to non-qualified investors (retail investors) Private person Private person with asset management agreement who renounces from being treated as qualified investor (opting-out) Wealthy private person without written application to be treated as qualified investor 12

13 Distribution - Legal Consequences Legal Consequences of the distribution of foreign CIS to non-qualified investors Approval of foreign collective investment schemes for distribution Appointment of a representative and paying agent in Switzerland Distribution only through a Swiss distributor Partnership agreement must be concluded between FINMA and the foreign Supervisory Authority 13

14 Distribution - Legal Consequences Duties of the Representative in relation to distribution to non-qualified investors Publication requirements - Publication of the principal documents (Prospectus, KIIDs) - Publication of the annual and semi-annual reports - Publication of NAV / issue and redemption prices Reporting obligations - Changes to the principal documents incl. publications - Further reporting obligations (e.g. merger, liquidation, delay in the repayment, etc.) 14

15 Distribution - Legal Consequences Legal Consequences of the distribution of foreign CIS to qualified investors No approval of foreign collective investment schemes for distribution Appointment of a representative and paying agent in Switzerland Distribution through an «appropriately regulated» financial (Swiss or foreign) intermediary - foreign intermediary: authorised for distribution in home country - Swiss intermediary: distributor or exempted from authorisation Distribution agreement between representative and (Swiss or foreign) financial intermediary 15

16 Distribution - Legal Consequences Duties of the Representative in relation to distribution to qualified investors Conclusion of a distribution agreement with the financial intermediary Providing the option that the principal documents may be obtained free of charge from the representative in Switzerland Ensuring that the name of the foreign collective investment scheme is neither misleading nor confusing for the public However, neither publication requirements nor reporting obligations. 16

17 Distribution Examples Distribution to non-qualified Investors (retail investors) Fund Bank Retail Investor No distribution Distribution to nonqualified investor Distribution to non-qualified investor 17

18 Distribution Examples Distribution to a wealthy private person (HNWI) Fund Bank HNWI No distribution Distribution to qualified investor Distribution to qualified investor 18

19 Distribution Examples Distribution to an investor with an asset management agreement with a regulated financial intermediary Fund Bank Investor with an asset managment agreement No distribution No distribution Distribution to non-qualified investor 19

20 Distribution Examples Distribution through independent financial adviser (with conditions) Fund Independent Financial Adviser Client of an independent financial adviser Distribution to qualified investor No distribution Distribution to non-qualified investor 20

21 Distribution Examples Distribution through independent financial adviser (without conditions) Fund Distribution to nonqualified investor Independent Financial Adviser Distribution to nonqualified investor Client of an independent financial adviser Distribution to nonqualified investor 21

22 Distribution Summary Offer No Distribution (private placement, Law not applicable) Offering an advertising of CIS if only to the following investor categories: - Regulated financial intermediaries such as banks, securities dealers, fund management companies, asset managers of CIS and central banks - Regulated insurance companies a) Transaction upon own initiative of the investor b) Asset management agreement with a regulated financial intermediary c) Asset management agreement with an independent financial advisor with - Anti-Money Laundering Act regulation - Code of Conduct and - Agreement according to minimum standards Publication of the Net Asset Value Offering of employee participation schemes in form of CIS Distribution to Qualified Investors (QI) No product approval Appointment of Representative and Paying Agent Distribution agreement with distributors Monitoring the authorisation of distributors Fund documentation must include the following: name of representative and paying agent, place of jurisdiction Authorisation as a distributor in CH or abroad Distribution (Law applicable) Distribution to Non-qualified Investors (NQI) Product approval Appointment of Representative and Paying Agent Distribution agreement with distributors Monitoring the authorisation of distributors Fund documentation must include the following: name of representative and paying agent, place of jurisdiction Agreement on cooperation (FINMA with foreign supervisory authority) Authorisation as a distributor Termination of the representative (and paying agent) agreement only with approval of FINMA Reporting obligations about compensation for distribution 22

23 BNP Paribas Group BNP Paribas Securities Services Distribution Terms Legal Consequences Examples Summary Representation of foreign collective investment schemes in Switzerland 23

24 Representation of Foreign Collective Investment Schemes Regulatory Framework and Self-Regulation Swiss Financial Market Supervisory Authority FINMA: Circulars Guidelines Practice Swiss Funds and Asset Management Association SFAMA: Guidelines Code of Conduct Model documents 24

25 Representation of Foreign Collective Investment Schemes License as Representative Representatives of foreign collective investment schemes must be licensed by FINMA and represent the foreign collective investment scheme(s) towards the Swiss investors and FINMA. Custodian Bank 25

26 Representation of Foreign Collective Investment Schemes The function of the Representative (Distribution to non-qualified investors) Swiss Lawyer Investors & Distributors FINMA Representative Switzerland Fund Domicile Foreign Collective Investment Scheme Custodian Bank 26

27 Representation of Foreign Collective Investment Schemes The function of the Representative (Distribution to qualified investors) Investors & Distributors FINMA Representative Information exchange takes place upon request only Switzerland Fund Domicile Foreign Collective Investment Scheme Custodian Bank 27

28 Representation of Foreign Collective Investment Schemes Acting as Interface between Distributors and the Fund Companies Distributor Fund Representative Paying Agent Distribution Representative Paying Agency Agreement Agreement Agreement Switzerland Fund Domicile SICAV Custodian Bank 28

29 Representation of Foreign Collective Investment Schemes Selected Mandates Aberdeen Allianz BNY Mellon Comgest Fidelity Henderson JP Morgan Mitsubishi Oppenheim Nomura Pimco Pioneer KBL Richelieu Threadneedle Sparx Symphonia Vanguard Wellington 29

30 Representation of Foreign Collective Investment Schemes Market shares in Switzerland (Distribution to non-qualified investors) State Street Fondsleitung AG Banque Genevoise de Gestion SA IPConcept (Schweiz) AG 1741 Asset Management BNP PARIBAS SECURITIES SERVICES, Paris, Succursale de Zurich Société Générale, Paris, Zweigniederlassung Zürich CACEIS (Switzerland) SA < 5 % 5 10 % % FIRST INDEPENDENT FUND SERVICES AG > 30 % Carnegie Fund Services SA RBC Investor Services Bank S.A., Esch-sur-Alzette, Zweigniederlassung Zürich ACOLIN Fund Services AG Source: FINMA, data as per October 30

31 Representation of Foreign Collective Investment Schemes Why choose us? PROVEN TRACK RECORD 20 years of relevant work experience PROFESSIONALISM Focused on representative business: - Representative of more than 60 foreign fund providers with more than foreign collective investment schemes* - Monitoring of more than 200 distributors as representative* QUALITY Qualified and experienced staff members NUMBER ONE Biggest provider in Switzerland *Data as per September 31

32 BNP PARIBAS SECURITIES SERVICES Walter Keller Head of Foreign Fund Representation Selnaustrasse 16 CH-8002 Zurich Phone

33 Disclaimer BNP Paribas Securities Services, London branch is authorised by the ACPR, the AMF and the Prudential Regulation Authority and is subject to limited regulation by the Financial Conduct Authority and Prudential Regulation Authority. Details about the extent of our authorisation and regulation by the Prudential Regulation Authority and regulation by the Financial Conduct Authority are available from us on request. BNP Paribas Securities Services, London branch is a member of the London Stock Exchange. BNP Paribas Trust Corporation UK Limited (a wholly owned subsidiary of BNP Paribas Securities Services), incorporated in the UK is authorised and regulated by the Financial Conduct Authority. In the U.S., BNP Paribas Securities Services is a business line of BNP Paribas which is incorporated in France with limited liability. Services provided under this business line, including the services described in this document, if offered in the U.S., are offered through BNP Paribas, New York Branch, 787 Seventh Avenue, New York, New York (which is duly authorized and licensed by the State of New York Department of Financial Services) or if a securities product, through BNP Paribas Securities Corp. or BNP Paribas Prime Broker, Inc., each of which is a broker-dealer registered with the Securities and Exchange Commission and a member of SIPC and the Financial Industry Regulatory Authority. The information contained within this document ( information ) is believed to be reliable but BNP Paribas Securities Services does not warrant its completeness or accuracy. Opinions and estimates contained herein constitute BNP Paribas Securities Services judgment and are subject to change without notice. BNP Paribas Securities Services and its subsidiaries shall not be liable for any errors, omissions or opinions contained within this document. This material is not intended as an offer or solicitation for the purchase or sale of any financial instrument. For the avoidance of doubt, any information contained within this document will not form an agreement between parties. Additional information is available on request. BNP Paribas Securities Services is incorporated in France as a Partnership Limited by Shares and is authorised and supervised by the ACPR (Autorité de Contrôle Prudentiel et de Résolution ) and the AMF (Autorité des Marchés Financiers). 33