(Art. 120 para. 1, 121, 123 para. 1 FinMIA)
1 The notification duties under Article 120 paragraph 1 FinMIA for shareholdings held by approved collective investment schemes under the Collective Investment Schemes Act of 23 June 200619 (CISA) must be met by the licence holder20 (Art. 5 para. 1 in conjunction with Article 2 paragraph 1 letter d FinIA, Article 13 paragraph. 2 letters a-d CISA and Article 15 paragraph 1 letter e in conjunction with Article 120 paragraph 1 CISA).21
2 Fulfilling the notification duty involves:
- a.
- Notification duties for more than one collective investment scheme of the same licence holder shall be fulfilled comprehensively (i.e. including all collective investment schemes) and for each collective investment scheme if they individually reach, exceed or fall below relevant thresholds.
- b.
- Fund management companies within a group of companies are not required to aggregate their holdings with the holdings of said group of companies.
- c.
- The notification duty of externally managed investment companies with variable capital (SICAV) is met by the fund management company.
- d.
- Each sub-fund of an open-ended collective investment scheme with sub-funds qualifies as an individual collective investment scheme under paragraph 1.
3 For foreign collective investment schemes not approved for offer which do not depend on a group of companies, the notification duties in Article 120 paragraph 1 FinMIA shall be met by the fund management company or the legal entity itself. The requirements of paragraph 2 apply.22
4 For foreign collective investment schemes not approved for offer which depend on a group of companies, the reporting requirements in Article 120 paragraph 1 FinMIA are met by the group.23
5 The independence of the fund management company or the legal entity is contingent on the following:
- a.
- personal independence: Persons controlling the exercise of the voting right for the fund management company or legal entity act independently of the group parent company and those companies under its control;
- b.
- organisational independence: The group ensures through its organisational structures:
- 1.
- that the group parent company and other companies under its control do not influence the fund management company or legal entity in exercising voting rights either through instructions or by any other method, and
- 2.
- that no information is exchanged or disseminated between the fund management company or legal entity and the group parent company or other companies under its control which could influence the exercise of voting rights.
6 The group of companies must provide the competent disclosure office with the following documents for those cases under paragraph 3:
- a.
- a list with the names of the fund management companies or legal entities;
- b.
- a declaration that the independence requirements in paragraphs 3 and 5 are fulfilled and maintained.
7 The group of companies must provide the competent disclosure office with details of every change to the list under paragraph 6 letter a.
8 For those cases under paragraph 3, the competent disclosure office may request further documentation supporting compliance with the independence conditions at any time.
9 Details of the investor's identity are not required.