GERMANY Law and Practice Contributed by: Amos Veith, Jens Steinmüller, Ronald Buge and Stephan Schade, POELLATH
3.1.3 Limited Liability As further described in 2.1.3 Limited Liability , investors admitted to investment funds in Ger-
agers of retail funds and managers of non-retail funds. There are also semi-annual reporting requirements for contractual funds and AG with variable capital. The reports need to be pub - lished. 3.2 Fund Investment 3.2.1 Types of Investors in Retail Funds Retail funds can be subscribed by retail inves - tors as well as by professional and semi-profes - sional investors. 3.2.2 Legal Structures Used by Fund Managers For open-end funds, the contractual fund and the investment corporation with variable capital structures are available. For closed-end funds, the only available vehicles for retail funds are the investment corporation with fixed capital and the closed-end investment limited partnership. For details concerning operational requirements regarding retail funds, see 3.1.1 Fund Structures and 3.1.2 Common Process for Setting Up Investment Funds . 3.2.3 Restrictions on Investors There are only a few restrictions for investors investing in retail funds – eg, German Solvency I investors may not invest in retail open-ended real estate investment funds. 3.3 Regulatory Environment 3.3.1 Regulatory Regime The main law governing retail funds is the KAGB, which is based on the AIFMD and the UCITS Directive and which is supplemented by German-specific rules for retail funds. In addi - tion, several lower-level ordinances apply (the Derivative Ordinance, the Organisational and
many benefit from limited liability. 3.1.4 Disclosure Requirements
An extensive disclosure document (prospectus) is required if an AIF is marketed to retail inves - tors. The prospectus must contain the following minimum information, where applicable: • general information on the investment fund; • the investment policy of the investment fund; • risks and investor profile; • the manager, depositary and auditor; • outsourcing; • the issue, redemption and conversion of units; and • past performance. There are also specific minimum information requirements for the prospectus of closed-end Public AIFs. In addition to the prospectus, so-called key investor information must also be provided. The key investor information was supplemented by the key information document (KID) in accord - ance with the European PRIIP (packaged retail and insurance-based investment products) Reg - ulation. For UCITS, Germany follows the disclosure rules of the UCITS Directive, and, since 2 August 2021, has required that the UCITS prospectus informs the investors about the “facilities” estab - lished for local investors under the EU Directive on cross-border distribution of investment funds (Directive (EU) 2019/1160). As described in 2.1.4 Disclosure Requirements , there are annual reporting requirements for man -
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