Executive Order On Master-Feeder-Structures Etc.

Original Language Title: Bekendtgørelse om master-feeder-strukturer m.v.

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$40 per month.
Table of Contents
Chapter 1 Scope of application
Chapter 2 Agreement between a master institution and a feeder institution, as well as business management for master-feeder structures
Chapter 3 The content of the agreement
Chapter 4 The investment management company business (internal rules for good business practices) for managing master-feeder structures
Chapter 5 Revisor agreement on exchange of information
Chapter 6 Methods for the supply of information to investors
Chapter 7 Penalty clause
Chapter 8 Entry into force

Publication of the master feeder structures and so on 1)

In accordance with paragraph 5 (2), 6, section 10, section. 8, and section 221 (1). 3, in the Law on Investment Associations, etc., in accordance with : Law Order no. 935 of 17. September 2012, set :

Chapter 1

Scope of application

§ 1. The announcement shall apply to :

1) Investment associations, SIKAV and securities funds (hereinafter referred to as ' Danish UCITS `) and divisions thereof, which are part of a master institution or feeder institution, are included in a master feeder structure ;

2) the in no. 1 (1), the Danish UCITS selected auditors when the master institution and the feeder institution have different auditors ; and

3) investment management companies that are administering Danish and foreign UCITS established in this country and are included in the same master-feeder structure, or by which the master institute or feeder institution is included.

Paragraph 2. On different auditors, cf. paragraph 1, no. 2, is understood that a master institution and a feeder institution have not selected the same national accounting firm as an accountant for the institutions.

Chapter 2

Agreement between a master institution and a feeder institution, as well as business management for master-feeder structures

§ 2. When Danish UCITS is part of a master-feeder structure either as a master institute or as a feeder institution, the Danish UCITS must reach an agreement as mentioned in section 5 (5). 4, no. Paragraph 1, on the law on investment associations, etc. and in Article 60 (2). The first subparagraph of Directive 2009 /65/EC (UCITS Directive) with the second (Danish or foreign UCITS) included in the same master-feeder structure, whether or not in section 3-9 of the same master-feeder.

Paragraph 2. A master institution and a feeder institution of the same investment management company or management company may, in paragraph 1, be able to do so in paragraph 1. Paragraph 1 as mentioned in section 5 (5). Article 60 (5) and Article 60 (2). The third subparagraph of the UCITS Directive is replaced by the company's business practices, including internal rules of good business practices, to ensure compliance with the conditions laid down in section 10 to 15 and to ensure that the feeder Institute is not investing ; across the threshold of 20%. in the master department, cf. § 135, paragraph 1. Paragraph 1, on the law on investment associations, etc. and Article 55 (1). 1, in the UCITS Directive, before the internal rules have entered into force.

Chapter 3

The content of the agreement

Access to Information

§ 3. The Agreement between a Master Institute and a feeder institution, cf. Section 2 (2). 1, shall include the following :

1) Provisions on how and when the master institute shall give the feeder institute a copy of its fund rules or statutes, its prospectus and its central investor information, or any amendments thereto.

2) Provisions on how and when the master institute shall inform the feeder institute on the delegation of the investment management and risk management tasks to third parties, cf. Section 33 (4). 2, in the Act of Investment Associations, etc., section 102-105 of the Act on Financial Services and Article 13 of the UCITS Directive.

3) If this is relevant, provisions on how and when the master institute shall provide the feeder Institute's internal operational documents, e.g. its risk management process and its reports about compliance with the rules that apply to the master institutions.

4) Provisions on how and when and what information the master institute shall give to the institution of the master institution's infringements of the laws, regulations or bylaws, and the agreement between the master department and the feeder institute.

5) When the Feeder Institute uses derived financial instruments for the purpose of the hedge fund (covered basis), how and when the master institute shall give the feeder Foundation information about its actual exposure in relation to derivatives instruments so that the feeder Institute can calculate its own total exposure, cf. § 141, paragraph 1. 3, no. Paragraph 1, on the law on investment associations, etc., and Article 58 (1). 2, second subparagraph (a) of the UCITS Directive.

6) Provisions that the master institute shall provide the feed department with information on possible other arrangements for the exchange of information that the master institute has entered into with third parties, and if applicable, how and when the master institute is to : grant the feeder institution access to such agreements on the exchange of information.

The investment of a feeder institution in a master institute and the ability to transfer financial instruments to the master institute as remuneration ;

§ 4. The Agreement between a Master Institute and a feeder institution, cf. Section 2 (2). 1, shall include the following information on the ability of the feeder institution to invest in the master institute and, where appropriate, to transfer financial instruments to the master institute as remuneration for the units :

1) Provisions on which shares of the master department, its departments or other classes are available for the investment of the feeder institution.

2) The fees and costs incurred by the feeder institute for the investment in the master department and information on the potential impact of the master institute in or the submission of fees or costs.

3) If applicable, the conditions under which the feeder institute at the conclusion of the contract or subsequently can transfer assets to the master institute as a remuneration for shares.

A feeder institution's drawing and the solution of units, complaints, etc.

§ 5. The Agreement between a Master Institute and a feeder institution, cf. section 2 (3). 1, the following shall include the following standard trading arrangements (emission and solution standards or purchase and withdrawal of shares) :

1) Coordination of frequency and time of calculation of the internal value and publication of the prices, including emission and solution prices.

2) Coordination of the feed institution ' s request for drawing or settlement of the shares or submission of trade orders, including, if applicable, the role of intermediaries or other third parties in this connection.

3) If appropriate, appropriate measures are necessary to take into account the fact that shares in the master department or the feeder institute or both act in a regulated market or a secondary market are dealt with.

4) If necessary, other relevant measures to ensure that the master institute and the feeder institute coordinate the time and publication of the internal value in order to avoid the occurrence of arbitrage which can be created, the realisation of market-starch strategy, cf. Article 60 (2). 2, in the UCITS Directive.

5) If the shares of the master institution and the feeder institution are issued in a variety of currencies, the basis for the conversion of the course by drawing and selling and selling and withdrawals of units shall be based on the basis for the conversion of the exchange rate.

6) Devictors and information relating to payment in connection with drawing or buying or making or withdrawal of shares in the master department and when it is agreed between the parties to save transaction costs and avoid any adverse effects fiscal consequences, cf. Article 60 (2). 4 and 5, of the UCITS Directive, the conditions under which the master institute can cash in shares by transferring assets such as payment, in particular in the case of the winding-up or fusion of the master institution.

7) Procedures to ensure that inquiries and complaints by investors or participants who have been sent to the master department rather than to the feeder institute or vice versa are treated in an appropriate manner.

8) If the Foundation ' s Fund ' s Fund or its statutes and prospectus give it certain rights or powers in relation to investors, and the master department chooses to limit or renounce the exercise of all or some of them, rights and powers in relation to the feeder institution, provisions on the terms of this.

9) Other matters for the parties to agree on.

Paragraph 2. The Agreement may refer to relevant parts of the prospectus prospectus of the master Foundation for the emission and the settlement or sale and withdrawal, if what has been agreed by the Foundation and the Feeder Institute is not different from that applicable to all the Master Institute ; non-feeder participants.

Information about the deferral of the solution and of the intrinal value of the internal value, etc.

§ 6. The Agreement between a Master Institute and a feeder institution, cf. section 2 (3). 1 shall include the following relating to conditions affecting trade arrangements :

1) Provisions on how and when the Master Institute and the feeder Institute shall notify each other of the temporary deferral and resumption of withdrawals, solution, purchase or drawing of their own shares.

2) The Foundation ' s communication on and measures to remedy the price fixing in the master institute.

Revisions Statements

§ 7. The Agreement between a Master Institute and a feeder institution, cf. Section 2 (2). 1, as regards the organisation of auditors ' declarations of auditing declarations, include :

1) If the master department and the feeder Institute have the same financial year, coordination of the preparation of their periodic reports.

2) If the master department and the feeder Institute have different financial years, measures to ensure that the master institute gives the feeder institute the necessary information that enables the feeder institute to prepare its periodic reports on time and that the master shall be able to prepare a provisional declaration by the master of the office of the Foundation ; the date of the end of the feeder institution ' s financial year, cf. § 80, paragraph. Paragraph 2, on the law on investment associations, etc. and Article 62 (2). 2, in the UCITS Directive.

Information about changes

§ 8. The Agreement between a Master Institute and a feeder institution, cf. Section 2 (2). 1, shall include the following in relation to changes in existing conditions :

1) Provisions on how and when the master institute shall notify of the proposed or completed amendments to its Fund Regulations or Statutes, its prospectus and its central investor information, if these are different from the procedures for the notification of investors established in the Fund ' s Fund ' s Fund ' s Fund, statutes or prospectus.

2) Provisions on how and when the master institute shall notify of a planned or proposed liquidation, merger or division.

3) Provisions on how and when the masterinstitute or the feeder institute respectively shall inform that it has ceased to comply with or will cease to meet the conditions of being a master institution or a feeder institution.

4) Provisions on how and when the master institute shall inform the feeder institution of its intention to replace its investment management company or administration company, its debit party, its auditor, or a third party who has the mandate to carry out investment management and risk management tasks.

5) Provisions on how and when the master department will notify other changes to existing conditions, which it takes the initiative.

Legal options

§ 9. The Agreement between a Master Institute and a feeder institution, cf. Section 2 (2). One, when they are established in this country, must prescribe that Danish law applies to the agreement and that both institutions agree that only Danish courts have jurisdiction in disputes between the institutions.

Paragraph 2. The Agreement between the master department and the feeder institution, cf. Section 2 (2). 1, if only the master department or the feeder institute is established in this country, prescribe that the law in force is either the law of the Member State of the European Union or in a country with which the Union has concluded its agreement ; the financial area where the master institute is established or the law of the Member State of the European Union, or in a country with which the European Union has concluded cooperation agreements in the financial sphere where the feeder institution is ; established and that both parties agree that only the courts of the country whose legislation they are determined is the courts of the country ; the jurisdiction of disputes between the institutions shall be competent for the Agreement.

Chapter 4

The investment management company business (internal rules for good business practices) for managing master-feeder structures

§ 10. When both a master institution and a feeder institution are administered by the same investment management company, and it is decided that the Agreement, cf. Section 2 (2). 1, replace by the investment management company's management of master-feeder structures, the business entries must comply with the requirements set out in section 11-15.

The investment management company's business practices

Conflicts

§ 11. A business management company ' s business performance, cf. Section 2 (2). 2, shall include relevant measures to mitigate conflicts of interest which may arise between a master institution and a feeder institution or between a feeder institution and other master ' s investors, in so far as such, conflicts of interest may not be sufficiently countered by the measures taken by the investment management undertaking in order to meet the requirements of section 101 (3). Three, in the law on financial activities, and Article 12 (1). Paragraph 1 (b) and Article 14 (1). Paragraph 1 (d) of the UCITS Directive and Chapter III of the Commission Directive 2010 /43/EC of 1. July 2010 on the implementation of Directive 2009 /65/EC of the European Parliament and of the Council with regard to organizational requirements, conflicts of interest, good business practices, risk management and the content of the agreement between a depositary and an administration undertaking ;

The investment of a feeder institution and the ability to transfer financial instruments to a master institute ;

§ 12. An investment management company's business management for master feeder structures, cf. Section 2 (2). 2, shall include the following in relation to the investment of a feeder institution in a master institute and any transfers of assets in the form of financial instruments in the master institute as remuneration for shares :

1) Provisions on which shares of the master department, its departments or the other classes are available for the investment of the feeder institution.

2) The fees and costs incurred by the feeder institute for the investment in the master department, and details of any reductions in fees or charges on the master institution or of the master institution.

3) If applicable, the conditions under which the feeder institute at the conclusion of the contract or subsequently can transfer assets to the master institute.

A feeder institution's drawing and the settlement of units and so on.

§ 13. An investment management company's business management for master feeder structures, cf. Section 2 (2). 2, shall include the following standard trading arrangements (emission and solution standards or withdrawals and withdrawals) :

1) Coordination of frequency and time of calculation of the internal value and the publication of the prices, including the emission and deposits of the shares,

2) Coordination of the feed institution ' s request for drawing or settlement of the shares or submission of trade orders, including, if appropriate, the role of the intermediaries or other third party's role in this connection.

3) If appropriate, measures that are necessary to take account of the fact that shares in either the Foundation or the Feeder Institute or both act in a regulated market or a secondary market shall be taken.

4) Other relevant measures to ensure that the master institute and the feeder Institute coordinate the time and publication of the internal value in order to prevent arbitrage inequalities arising from the use of a market-based strategy, cf. Article 60 (2). 2, in the UCITS Directive.

5) If the master Institute and the feeder institute issue shares in a variety of currencies, the basis for conversion of the course by drawing and selling and selling and withdrawals of units shall be based on the basis of the exchange rate.

6) Devictors and information relating to payment in connection with drawing or buying or making or withdrawal of shares in the master department and when it is agreed between the parties to save transaction costs and avoid any adverse effects fiscal consequences, cf. Article 60 (2). 4 and 5, of the UCITS Directive, the terms of the master Institute to cash in shares by transferring assets to the feeder Institute as remuneration for shares, in particular in the case of the winding-up of the master institute or the merger.

7) If the Foundation ' s Fund ' s Fund or its statutes and prospectus give it certain rights or powers in relation to investors, and the master department chooses to limit or renounce the exercise of all or some of them, rights and powers in relation to the feeder institution, provisions on the terms of this.

Paragraph 2. The business entries may refer to relevant parts of the prospectus of the master institute on emission and solution or sales and withdrawals, if what the Foundation and the Feeder Institute has agreed is not different from that applicable to everyone, participants in the master institute, which are not feeders ' institutions.

Inferment of the deferment of the insert and so on and the internal value errors

§ 14. A business management company ' s business performance, cf. Section 2 (2). 2, shall include the following in relation to events affecting trade arrangements :

1) Provisions on how and when a master institute and a feeder institution shall give notice of temporary deferral and re-admission, withdrawals, drawing or buying of their own shares.

2) The Foundation ' s communication on and measures to remedy the price fixing in the master institute.

Audit declaration

§ 15. A business management company ' s business performance, cf. Section 2 (2). 2, shall include the following in terms of the organisation of auditors ' declarations of auditing :

1) If a feeder institution and a master institution have the same financial year, coordination of the preparation of their periodic reports.

2) If a feeder institution and a master institute have different financial years, measures to ensure that the feeder institute is given the necessary information from the master institute, so that it is able to draw up its periodic reports on time and that the auditor of the master institution may draw up an interim declaration per ; the date on which the feeder institution ' s financial year is concluded, cf. § 80, paragraph. Paragraph 2, on the law on investment associations, etc. and Article 62 (2). 2, in the UCITS Directive.

Chapter 5

Revisor agreement on exchange of information

§ 16. An auditor for a Danish UCITS included in a master-feeder structure shall enter into an agreement on the exchange of information with the auditor for the second institute, which is included in the master-feeder structure when the institutions have different auditors, cf. Section 2 (2). 2.

The content of the agreement

§ 17. An agreement on the exchange of information between a master's accountant and a feeder institution ' s auditor, cf. Section 16 shall include the following :

1) Indication of which documents and categories of information to the auditors shall be subject to a routine exchange of routines.

2) Indication of whether or not the single auditor shall give the information and documents referred to in paragraph 1. 1 to the other, or shall be handed over at the request of the person.

3) Indication of how and when the master institution ' s auditor shall send information to the accountant ' s auditor and the deadlines for this.

4) Coordination of the auditors ' involvement in the respective clearance of accounts by the respective UCITS.

5) Indication of what shall be considered to be irregularities which must be reported in the auditor's Statement of Assurance, cf. section 80, on the law on investment associations, etc. and Article 62 (2). The second subparagraph of the UCITS Directive, after which the Feeder Institute will examine in particular the possible irregularities referred to in the Statement of Assurance concerning the master department and of their consequences for the feeder institute.

6) Provisions on how and when the ad-hoc requests for assistance between auditors must be handled, including a request for further information on irregularities reported in the auditor's Statement of Assurance.

Paragraph 2. The agreement, cf. Section 16 shall include provisions relating to the preparation of the declarations of assurance, cf. section 80, on the law on investment associations, etc. and Article 62 (2). 2, and Article 73 of the UCITS Directive, and on how and when the Statement of Assurance must be submitted to the master institute and draft of the accountant of the feeder institution.

Paragraph 3. If the master Institute and the feeder Institute do not complete the fiscal year on the same date, the agreement, cf.. Section 16 includes provisions on how and when the master institution ' s auditor shall compile ad hoc declaration of assurance, cf. section 80, on the law on investment associations, etc. and Article 62 (2). The first subparagraph of the UCITS Directive, and forward it and draft it to the accountant of the feeder institution.

Legal options

§ 18. The agreement between the auditor of a master institution and a feeder institution shall, if the master Institute and the feeder institution have concluded an agreement in accordance with Article 2 (2). Paragraph 1 shall include the laws of the country applying to the agreement of the institutions, cf. Paragraph 9 shall also apply to the auditors ' agreement, cf. Section 16, and that both auditors are agreed that the courts of that country alone have competence in disputes between the auditors.

Paragraph 2. When the Agreement between the master department and the feeder institute has been replaced by the investment management company's management of master-feeder structures, cf. Section 2 (2). 2, the Agreement between the auditors shall stipulate that the law applicable to the exchange of information between the two auditors shall be subject to either the law of the Member State of the European Union or in a country with which the Union has concluded ; Agreement on the financial area where the master institute is established or the law of the Member State of the European Union or in a country concluded by the Union in the financial area in which the feeder institution is established, if they are different Member States and that both accountants are in agreement that this alone is the courts of the country whose legislation applies to the Agreement, which has jurisdiction in the case of disputes between the auditors.

Chapter 6

Methods for the supply of information to investors

§ 19. A Danish UCITS that already exercises its activities and is then given permission as a feeder institute or who has been granted permission to invest in a new master institute shall provide investors with the information provided in section 10 (4). 5, on the law on investment associations and so on and Article 64 (1). 1, of the UCITS Directive, on paper or on a second term medium.

Paragraph 2. If the information is to be provided to all or any of the investors in a second term medium than paper, the following conditions must be met :

1) The supply of information shall be carried out in a manner appropriate to the way in which the investment management company or the management company of the Danish UCITS respectively are run by the investment management company or the management company or the management company is carried out.

2) The investor to whom the information is to be provided must be specifically chosen to obtain the information on a second term medium than paper when the person concerned receives the choice between information on paper or on another long-term medium.

Paragraph 3. For the application of paragraph 1. 1 and 2 shall be considered the provision of information by means of electronic communication in order to be conducted in a manner appropriate to the way in which the business relationships between the Danish UCITS are the investment management company of the Danish UCITS respectively ; the management company and the investor shall be continued or shall be continued if there is evidence that the investor has access to the Internet at regular intervals. If the investor is giving up an e-mail address for the purposes of the business concerned, it shall be deemed to be such a dossier.

Paragraph 4. They're going to go out in the first 1 mentioned the call to a general assembly to decide to amend a Danish UCITS's purpose in such a way that it can invest as a feeder institution, or because the master institution, the feeder institution, is investing in, is shown by it ; The Danish UCITS ' statutes may, in accordance with the provisions of the Danish UCITS ' Statute, replace the aforementioned release of information in paper or other forms. paragraph 2.

Chapter 7

Penalty clause

20. Inherit of section 3, 4, section 5, paragraph 5. 1, section 6-12, Clause 13, section 13. 1, section 14-18, and section 19 (1). One and two are punished by fine.

Chapter 8

Entry into force

§ 21. The announcement shall enter into force on 1. January 2013.

Paragraph 2. At the same time, notice No 679 of 20. June 2011 on master feeder structures and so on

Financial supervision, the 14th. December 2012

Ulrik Nutgaard

/ Anna Frost-Jensen

Official notes

1) The announcement contains provisions which implement parts of Commission Directive 2010 /44/EU of 1. July 2010 on the implementation of Directive 2009 /65/EC of the European Parliament and of the Council with regard to certain provisions relating to mergers of funds, master-feeder structures and notification procedure, EU Official Journal 2010, nr. In 176, s. 28.